##### 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 July 31, 2007
 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
    
    32-0072578(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)15300 Centennial Drive
    
    48168Northville, Michigan

    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(734) 737-5000
 þ o
  o þ o
 o þ
 
 þ o




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##### 



QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3Consolidated Statements of Operations
    
    
    4Condensed Consolidated Balance Sheets
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Consolidated Statements of Changes in Stockholders Equity
    
    
    7Notes to Consolidated Financial Statements
    
    
    20Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4.
    
    Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    33Item 1A.
    
    Risk Factors
    
    
    33Item 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
    
    
    34Item 5.
    
    Other Information
    
    
    35Item 6.
    
    Exhibits
    
    
    35Signature
    
    
    
    
    36Second Amended and Restated Guaranty, dated as of May 30, 2007Certification of Curtis J. Clawson Pursuant to Section 302Certification of James A. Yost Pursuant to Section 302Certification of Curtis J. Clawson Pursuant to 18 U.S.C. Section 1350Certification of James A. Yost Pursuant to 18 U.S.C. Section 1350
  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 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.
 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
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded July 31,
    
    
    Ended July 31,
    
    
    Ended July 31,
    
    
    Ended July 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(Dollars in millions, except per share amounts)Net sales
    
    $
    570.3
    
    
    $
    480.8
    
    
    $
    1,099.6
    
    
    $
    950.6Cost of goods sold
    
    
    513.6
    
    
    
    432.8
    
    
    
    980.9
    
    
    
    859.6Gross profit
    
    
    56.7
    
    
    
    48.0
    
    
    
    118.7
    
    
    
    91.0Marketing, general, and administrative
    
    
    47.5
    
    
    
    38.0
    
    
    
    84.6
    
    
    
    71.5Amortization of intangibles
    
    
    2.7
    
    
    
    2.7
    
    
    
    5.4
    
    
    
    5.4Asset impairments and other restructuring charges
    
    
    1.6
    
    
    
    2.8
    
    
    
    4.0
    
    
    
    6.3Other expense (income), net
    
    
    9.7
    
    
    
    (2.9
    )
    
    
    7.5
    
    
    
    (4.0
    )(Loss) earnings from operations
    
    
    (4.8
    )
    
    
    7.4
    
    
    
    17.2
    
    
    
    11.8Interest expense, net
    
    
    15.9
    
    
    
    19.6
    
    
    
    34.0
    
    
    
    36.3Loss on early extinguishment of debt
    
    
    21.2
    
    
    
    
    
    
    
    21.5
    
    
    
    Other non-operating income
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Loss from continuing operations before taxes
and minority interest
    
    
    (41.9
    )
    
    
    (12.0
    )
    
    
    (38.3
    )
    
    
    (24.3
    )Income tax expense
    
    
    13.5
    
    
    
    14.6
    
    
    
    22.7
    
    
    
    19.3Loss from continuing operations before minority interest
    
    
    (55.4
    )
    
    
    (26.6
    )
    
    
    (61.0
    )
    
    
    (43.6
    )Minority interest
    
    
    5.8
    
    
    
    2.3
    
    
    
    9.5
    
    
    
    4.2Loss from continuing operations
    
    
    (61.2
    )
    
    
    (28.9
    )
    
    
    (70.5
    )
    
    
    (47.8
    )Discontinued operations:Gain (loss) from operations, net of tax of ($0.0), $0.7, ($0.7)
and $1.6 respectively
    
    
    1.6
    
    
    
    2.0
    
    
    
    (0.8
    )
    
    
    3.3Loss on sale of business, net of tax of $0.0 for all periods
    
    
    (27.5
    )
    
    
    
    
    
    
    (31.1
    )
    
    
    (Loss) income from discontinued operations
    
    
    (25.9
    )
    
    
    2.0
    
    
    
    (31.9
    )
    
    
    3.3Net loss
    
    $
    (87.1
    )
    
    $
    (26.9
    )
    
    $
    (102.4
    )
    
    $
    (44.5
    )Loss per common share dataBasic and diluted:Loss from continuing operations
    
    $
    (0.77
    )
    
    $
    (0.36
    )
    
    $
    (1.18
    )
    
    $
    (1.25
    )(Loss) income from discontinued operations
    
    
    (0.33
    )
    
    
    0.03
    
    
    
    (0.53
    )
    
    
    0.09Net loss
    
    $
    (1.10
    )
    
    $
    (0.33
    )
    
    $
    (1.71
    )
    
    $
    (1.16
    )Weighted average shares outstanding (in millions)
    
    
    79.3
    
    
    
    79.3
    
    
    
    59.9
    
    
    
    38.1
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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 July 31,
    
    
    January 31,2007
    
    
    2007(Dollars in millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    52.1
    
    
    $
    37.8Receivables
    
    
    316.5
    
    
    
    242.6Other receivables
    
    
    54.0
    
    
    
    43.2Inventories
    
    
    196.7
    
    
    
    159.9Assets held for sale
    
    
    3.1
    
    
    
    110.3Prepaid expenses and other current assets
    
    
    15.8
    
    
    
    15.2Total current assets
    
    
    638.2
    
    
    
    609.0Property, plant, and equipment, net
    
    
    671.1
    
    
    
    657.2Goodwill
    
    
    221.3
    
    
    
    210.0Intangible assets, net
    
    
    66.5
    
    
    
    66.6Customer relationships, net
    
    
    109.6
    
    
    
    107.2Deferred tax assets
    
    
    4.8
    
    
    
    2.7Other assets
    
    
    40.2
    
    
    
    38.5Total assets
    
    $
    1,751.7
    
    
    $
    1,691.2LIABILITIES
AND STOCKHOLDERS EQUITYCurrent liabilities:Bank borrowings and other notes
    
    $
    29.1
    
    
    $
    27.9Current portion of long term debt
    
    
    4.9
    
    
    
    6.7Accounts payable and accrued liabilities
    
    
    451.8
    
    
    
    359.9Liabilities held for sale
    
    
    1.2
    
    
    
    47.5Total current liabilities
    
    
    487.0
    
    
    
    442.0Long term debt, net of current portion
    
    
    530.6
    
    
    
    659.4Deferred tax liabilities
    
    
    80.2
    
    
    
    67.1Pension and other long term liabilities
    
    
    357.9
    
    
    
    364.8Minority interest
    
    
    57.6
    
    
    
    56.1Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock, 1,000,000 shares authorized, none issued or outstanding at
July 31, 2007 or January 31, 2007
    
    
    
    
    
    
    Common stock, par value $0.01 per share:200,000,000 and 100,000,000 shares authorized; 99,879,804 and 38,470,434
issued and outstanding at July 31, 2007 and January 31, 2007, respectively
    
    
    1.0
    
    
    
    0.4Additional paid in capital
    
    
    875.8
    
    
    
    678.6Accumulated deficit
    
    
    (836.4
    )
    
    
    (733.6
    )Accumulated other comprehensive income
    
    
    198.0
    
    
    
    156.4Total stockholders equity
    
    
    238.4
    
    
    
    101.8Total liabilities and stockholders equity
    
    $
    1,751.7
    
    
    $
    1,691.2
  4




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six Months
    
    
    Six MonthsEnded July 31,
    
    
    Ended July 31,2007
    
    
    2006(Dollars in millions)Cash flows from operating activities:Net loss
    
    $
    (102.4
    )
    
    $
    (44.5
    )Adjustments to reconcile net loss from operations to net cash provided by
(used for) operating activities:Net loss (gain) from discontinued operations
    
    
    31.9
    
    
    
    (3.3
    )Depreciation and amortization
    
    
    59.6
    
    
    
    59.8Asset impairments
    
    
    0.6
    
    
    
    0.7Deferred income taxes
    
    
    5.4
    
    
    
    9.0Minority interest
    
    
    9.5
    
    
    
    4.2Equity compensation expense
    
    
    4.9
    
    
    
    0.7Loss on sale of assets and businesses
    
    
    12.2
    
    
    
    0.8Amortization of deferred financing fees
    
    
    2.2
    
    
    
    2.9Loss on early extinguishment of debt
    
    
    21.5
    
    
    
    Changes in operating assets and liabilities that increase (decrease) cash flows:Receivables
    
    
    (63.8
    )
    
    
    (10.1
    )Other receivables
    
    
    (10.7
    )
    
    
    64.7Inventories
    
    
    (35.2
    )
    
    
    (24.0
    )Prepaid expenses and other
    
    
    2.1
    
    
    
    3.0Accounts payable and accrued liabilities
    
    
    63.5
    
    
    
    2.0Cash provided by operating activities
    
    
    1.3
    
    
    
    65.9Cash flows from investing activities:Purchase of property, plant, equipment, and tooling
    
    
    (41.5
    )
    
    
    (25.6
    )Proceeds from sale of assets
    
    
    1.3
    
    
    
    0.9Capital contributed by minority shareholders
    
    
    
    
    
    
    0.4Cash used for investing activities
    
    
    (40.2
    )
    
    
    (24.3
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    (0.4
    )
    
    
    (0.7
    )Bank finance fees paid
    
    
    (14.8
    )
    
    
    (2.9
    )Repayment of long-term debt
    
    
    (130.8
    )
    
    
    (3.1
    )Dividends paid to minority shareholders
    
    
    (10.1
    )
    
    
    (1.0
    )Proceeds from issuance of common stock
    
    
    193.1
    
    
    
    Call premium on redemption of Senior
Notes
    
    
    (9.0
    )
    
    
    Fees paid for Rights Offering
    
    
    (7.7
    )
    
    
    Cash provided by (used for) by financing activities
    
    
    20.3
    
    
    
    (7.7
    )Cash flows of discontinued operations:Net cash used for operating activities
    
    
    (3.6
    )
    
    
    (3.7
    )Net cash provided by (used for) investing activities
    
    
    41.9
    
    
    
    (4.9
    )Net cash used for financing activities
    
    
    (7.8
    )
    
    
    (2.4
    )Net cash provided by (used for) discontinued operations
    
    
    30.5
    
    
    
    (11.0
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    2.4
    
    
    
    1.5Increase in cash and cash equivalents
    
    
    14.3
    
    
    
    24.4Cash and cash equivalents at beginning of period
    
    
    37.8
    
    
    
    41.4Cash and cash equivalents at end of period
    
    $
    52.1
    
    
    $
    65.8Supplemental data:Cash paid for interest
    
    $
    32.1
    
    
    $
    35.3Cash paid for income taxes
    
    $
    10.8
    
    
    $
    8.8
  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, 2007
    
    
    38,470,434
    
    
    $
    0.4
    
    
    $
    678.6
    
    
    $
    (733.6
    )
    
    $
    156.4
    
    
    $
    101.8Preferred stock dividends accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    (0.4
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102.4
    )
    
    
    
    
    
    
    (102.4
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39.9
    
    
    
    39.9Unrealized gain on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    1.7Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60.8
    )Shares issued for options and vested RSUs
    
    
    847,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued to note holders
    
    
    1,049,020
    
    
    
    
    
    
    
    5.3
    
    
    
    
    
    
    
    
    
    
    
    5.3Common stock issued, net of fees
    
    
    59,423,077
    
    
    
    0.6
    
    
    
    184.8
    
    
    
    
    
    
    
    
    
    
    
    185.4Shares of redeemable preferred stock of
subsidiary converted into common stock
    
    
    89,932
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    2.1Equity compensation expense
    
    
    
    
    
    
    
    
    
    
    5.0
    
    
    
    
    
    
    
    
    
    
    
    5.0Balance at July 31, 2007
    
    
    99,879,804
    
    
    $
    1.0
    
    
    $
    875.8
    
    
    $
    (836.4
    )
    
    $
    198.0
    
    
    $
    238.4Balance at January 31, 2006
    
    
    37,991,269
    
    
    $
    0.4
    
    
    $
    675.9
    
    
    $
    (566.3
    )
    
    $
    73.3
    
    
    $
    183.3Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44.5
    )
    
    
    
    
    
    
    (44.5
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28.9
    
    
    
    28.9Unrealized loss on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.0
    )
    
    
    (4.0
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19.6
    )Shares of redeemable preferred stock of
subsidiary converted into common stock
    
    
    5,073
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued for vested RSUs
    
    
    378,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity compensation expense
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0Balance at July 31, 2006
    
    
    38,374,914
    
    
    $
    0.4
    
    
    $
    676.9
    
    
    $
    (610.8
    )
    
    $
    98.2
    
    
    $
    164.7
  6




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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three and six months ended July 31, 2007 and 2006
(Unaudited)
(Dollars in millions, unless otherwise stated)
 Note 1. Description of Business
  Description of Business
   Note 2. Basis of Presentation
    Note 3. Stock-Based Compensation
   7




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##### Table of Contents



WeightedNumber of
    
    
    AverageShares
    
    
    Exercise PriceOutstanding at January 31, 2007
    
    
    1,334,639
    
    
    $
    10.01Granted
    
    
    414,443
    
    
    
    10.03Exercised
    
    
    (7,790
    )
    
    
    4.52Canceled
    
    
    (93,388
    )
    
    
    10.46Outstanding and exercisable at July
31, 2007
    
    
    1,647,904
    
    
    $
    10.02Outstanding at January 31, 2006
    
    
    1,722,235
    
    
    $
    10.16Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (269,333
    )
    
    
    10.68Outstanding and exercisable at July
31, 2006
    
    
    1,452,902
    
    
    $
    10.06
  8




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##### Table of Contents



WeightedAverage GrantNumber of Shares
    
    
    Date Fair ValueNonvested at January 31, 2007
    
    
    1,676,999
    
    
    $
    7.03Granted
    
    
    1,024,386
    
    
    
    5.88Exercised
    
    
    (839,551
    )
    
    
    10.74Canceled
    
    
    (55,221
    )
    
    
    9.38Outstanding at July 31, 2007
    
    
    1,806,613
    
    
    $
    4.59Nonvested at January 31, 2006
    
    
    1,357,705
    
    
    $
    12.14Granted
    
    
    
    
    
    
    Exercised
    
    
    (367,147
    )
    
    
    12.34Canceled
    
    
    (202,926
    )
    
    
    12.00Outstanding at July 31, 2006
    
    
    787,632
    
    
    $
    12.08
   Note 4. Inventories
  July 31,
    
    
    January 31,2007
    
    
    2007Raw materials
    
    $
    50.8
    
    
    $
    36.0Work-in-process
    
    
    44.9
    
    
    
    33.1Finished goods
    
    
    69.7
    
    
    
    60.8Spare parts and supplies
    
    
    31.3
    
    
    
    30.0Total
    
    $
    196.7
    
    
    $
    159.9
 Note 5. Assets Held for Sale
  July 31,
    
    
    January 31,2007
    
    
    2007Suspension business
    
    $
    0.4
    
    
    $
    49.0MGG Group
    
    
    
    
    
    
    58.5Howell, Michigan building
    
    
    2.7
    
    
    
    2.8Total
    
    $
    3.1
    
    
    $
    110.3
   Note 6. Discontinued Operations
  9




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##### Table of Contents



July 31,
    
    
    January 31,2007
    
    
    2007Cash and cash equivalents
    
    $
    
    
    
    $
    0.6Receivables
    
    
    
    
    
    
    16.1Inventories
    
    
    
    
    
    
    12.9Prepaid expenses and other assets
    
    
    
    
    
    
    0.7Property, plant, and equipment, net
    
    
    
    
    
    
    23.4Deferred tax assets long term
    
    
    
    
    
    
    4.8Total assets held for sale
    
    $
    
    
    
    $
    58.5Accounts payable and accrued liabilities
    
    $
    
    
    
    $
    24.5Other long term liabilities
    
    
    
    
    
    
    3.1Total liabilities held for sale
    
    $
    
    
    
    $
    27.6
  Three months ended
    
    
    Six months endedJuly 31,
    
    
    
    
    
    
    July 31,July 31, 2007
    
    
    2006
    
    
    July 31, 2007
    
    
    2006Net sales
    
    $
    23.8
    
    
    $
    37.3
    
    
    $
    55.5
    
    
    $
    71.0(Loss) Earnings before income tax expense
    
    $
    (25.8
    )
    
    $
    2.0
    
    
    $
    (28.0
    )
    
    $
    4.7Income tax expense (benefit)
    
    
    
    
    
    
    0.6
    
    
    
    (0.7
    )
    
    
    1.4Minority interest
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.2Net (loss) income
    
    $
    (25.8
    )
    
    $
    1.3
    
    
    $
    (27.3
    )
    
    $
    3.1
    10




---



##### Table of Contents



July 31,
    
    
    January 31,2007
    
    
    2007Cash and cash equivalents
    
    $
    0.1
    
    
    $
    0.1Receivables
    
    
    0.3
    
    
    
    30.0Inventories
    
    
    
    
    
    
    17.5Prepaid expenses and other assets
    
    
    
    
    
    
    1.4Property, plant, and equipment, net
    
    
    
    
    
    
    Total assets held for sale
    
    $
    0.4
    
    
    $
    49.0Accounts payable and accrued liabilities
    
    $
    1.2
    
    
    $
    15.7Other long term liabilities
    
    
    
    
    
    
    4.2Total liabilities held for sale
    
    $
    1.2
    
    
    $
    19.9
  Three months ended
    
    
    Six months endedJuly 31,
    
    
    
    
    
    
    July 31,July 31, 2007
    
    
    2006
    
    
    July 31, 2007
    
    
    2006Net sales
    
    $
    
    
    
    $
    65.5
    
    
    $
    6.8
    
    
    $
    134.8(Loss) Earnings before income tax expense
    
    $
    (0.1
    )
    
    $
    0.8
    
    
    $
    (4.6
    )
    
    $
    0.4Income tax expense
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.2Net (loss) income
    
    $
    (0.1
    )
    
    $
    0.7
    
    
    $
    (4.6
    )
    
    $
    0.2
 Note 7. Bank Borrowings, Other Notes, and Long Term Debt
   July 31,
    
    
    January 31,2007
    
    
    2007Various foreign bank and government loans weighted average interest rates of
5.1% and 5.4% at July 31, 2007 and January 31, 2007, respectively
    
    $
    3.3
    
    
    $
    3.4Term Loan maturing 2014, weighted average interest rate of 6.9% at July 31, 2007
    
    
    354.2
    
    
    
    8.25% New Senior Notes due 2015, net of discount of $0 million at July 31, 2007
    
    
    177.5
    
    
    
    Term Loan B maturing 2009, weighted average interest rate of 8.9%
at January 31, 2007
    
    
    
    
    
    
    327.8Term Loan C, weighted average interest rate of 11.4% at January 31, 2007
    
    
    
    
    
    
    150.0101/2% Senior Notes due 2010, net of discount of $0.4 million at January 31, 2007
    
    
    
    
    
    
    162.1Mortgage note payable
    
    
    
    
    
    
    21.8Capital lease obligations
    
    
    0.5
    
    
    
    1.0535.5
    
    
    
    666.1Less current portion of long-term debt
    
    
    4.9
    
    
    
    6.7Long-term debt
    
    $
    530.6
    
    
    $
    659.4
 11




---



##### Table of Contents



Rights Offering
  1 2
 Senior Notes
 1 2
    Tender Offer for Senior Notes
  12




---



##### Table of Contents



New Senior Notes
  1 4
  Credit Facility
     
  13




---



##### Table of Contents



Loss on early extinguishment of debt
  Note 8. Pension Plans and Postretirement Benefits Other Than Pensions
  14




---



##### Table of Contents



US Plans
    
    
    International PlansPension Benefits
    
    
    Other Benefits
    
    
    Pension BenefitsThree Months Ended July 31,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    0.2
    
    
    $
    0.3
    
    
    $
    
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.2Interest cost
    
    
    2.6
    
    
    
    2.8
    
    
    
    2.3
    
    
    
    2.7
    
    
    
    1.7
    
    
    
    1.5Expected return on plan assets
    
    
    (3.0
    )
    
    
    (2.7
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    (0.1
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    0.1Net periodic benefit cost
    
    $
    (0.2
    )
    
    $
    0.4
    
    
    $
    2.1
    
    
    $
    2.7
    
    
    $
    1.6
    
    
    $
    1.7
 US Plans
    
    
    International PlansPension Benefits
    
    
    Other Benefits
    
    
    Pension BenefitsSix Months Ended July 31,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Service cost
    
    $
    0.5
    
    
    $
    0.5
    
    
    $
    
    
    
    $
    
    
    
    $
    0.3
    
    
    $
    0.5Interest cost
    
    
    5.2
    
    
    
    5.6
    
    
    
    4.7
    
    
    
    5.3
    
    
    
    3.3
    
    
    
    3.0Expected return on plan assets
    
    
    (6.0
    )
    
    
    (5.4
    )
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    (0.3
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    0.1Net periodic benefit cost
    
    $
    (0.3
    )
    
    $
    0.7
    
    
    $
    4.5
    
    
    $
    5.3
    
    
    $
    3.2
    
    
    $
    3.3
   15




---



##### Table of Contents



Note 9. Asset Impairments and Other Restructuring Charges
  Three Months Ended July 31, 2007AutomotiveWheels
    
    
    Components
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    0.6
    
    
    $
    
    
    
    $
    
    
    
    $
    0.6Impairment of facility, machinery, and equipment
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    0.4Severance and other restructuring costs
    
    
    
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.6Total
    
    $
    1.0
    
    
    $
    0.5
    
    
    $
    0.1
    
    
    $
    1.6
 Three Months Ended July 31, 2006AutomotiveWheels
    
    
    Components
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    1.2
    
    
    $
    
    
    
    $
    
    
    
    $
    1.2Impairment of facility, machinery, and equipment
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    0.5Severance and other restructuring costs
    
    
    0.1
    
    
    
    1.0
    
    
    
    
    
    
    
    1.1Total
    
    $
    1.3
    
    
    $
    1.0
    
    
    $
    0.5
    
    
    $
    2.8
 Six Months Ended July 31, 2007AutomotiveWheels
    
    
    Components
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    2.7
    
    
    $
    0.1
    
    
    $
    
    
    
    $
    2.8Impairment of facility, machinery, and equipment
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.6Severance and other restructuring costs
    
    
    
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.6Total
    
    $
    3.3
    
    
    $
    0.6
    
    
    $
    0.1
    
    
    $
    4.0
 Six Months Ended July 31, 2006AutomotiveWheels
    
    
    Components
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    1.5
    
    
    $
    
    
    
    $
    
    
    
    $
    1.5Impairment of facility, machinery, and equipment
    
    
    0.2
    
    
    
    
    
    
    
    0.5
    
    
    
    0.7Severance and other restructuring costs
    
    
    1.6
    
    
    
    1.8
    
    
    
    0.7
    
    
    
    4.1Total
    
    $
    3.3
    
    
    $
    1.8
    
    
    $
    1.2
    
    
    $
    6.3
 Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended July 31,
2007
  Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended July 31, 2006
  16




---



##### Table of Contents



Asset Impairment Losses and Other Restructuring Charges for the Six Months Ended July 31,
2007
  Asset Impairment Losses and Other Restructuring Charges for the Six Months Ended July 31, 2006
  Facility Exit Costs and Severance Accruals
  CashPayments andEffects ofJanuary 31, 2007
    
    
    
    
    
    
    Foreign
    
    
    July 31, 2007Accrual
    
    
    Expense
    
    
    Currency
    
    
    AccrualFacility exit costs
    
    $
    0.4
    
    
    $
    2.8
    
    
    $
    (3.1
    )
    
    $
    0.1Severance
    
    
    0.5
    
    
    
    0.6
    
    
    
    (0.9
    )
    
    
    0.2Total
    
    $
    0.9
    
    
    $
    3.4
    
    
    $
    (4.0
    )
    
    $
    0.3
 Note 10. Weighted Average Shares Outstanding
   Three Months Ended July 31,2007
    
    
    2006Basic weighted average shares
outstanding
    
    
    79,336
    
    
    
    38,161Dilutive effect of options and
warrants
    
    
    
    
    
    
    Diluted weighted average shares
outstanding
    
    
    79,336
    
    
    
    38,161
 Six Months Ended July 31,2007
    
    
    2006Basic weighted average shares
outstanding
    
    
    59,854
    
    
    
    38,143Dilutive effect of options and
warrants
    
    
    
    
    
    
    Diluted weighted average shares
outstanding
    
    
    59,854
    
    
    
    38,143
   17




---



##### Table of Contents



Note 11. Taxes on Income
  Three Months Ended July 31,2007
    
    2006US
    
    Foreign
    
    US
    
    ForeignPre-tax income
(loss)
    
    $
    (61.4
    )
    
    $
    19.5
    
    
    $
    (26.2
    )
    
    $
    14.2Income tax expense
    
    
    0.6
    
    
    
    12.9
    
    
    
    0.4
    
    
    
    14.2
 Six Months Ended July 31,2007
    
    2006US
    
    Foreign
    
    US
    
    ForeignPre-tax income
(loss)
    
    $
    (84.2
    )
    
    $
    45.9
    
    
    $
    (50.1
    )
    
    $
    25.8Income tax expense
    
    
    0.8
    
    
    
    21.9
    
    
    
    0.7
    
    
    
    18.6
       Note 12. Segment Reporting
  18




---



##### Table of Contents



Three Months Ended July 31, 2007AutomotiveWheels
    
    Components
    
    Other
    
    TotalNet sales
    
    $
    521.2
    
    
    $
    49.1
    
    
    $
    
    
    
    $
    570.3Asset impairments and other restructuring charges
    
    
    1.0
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    1.6Earnings (loss) from operations
    
    
    21.8
    
    
    
    (14.4
    )
    
    
    (12.2
    )
    
    
    (4.8
    )
 Three Months Ended July 31, 2006AutomotiveWheels
    
    Components
    
    Other
    
    TotalNet sales
    
    $
    419.6
    
    
    $
    61.2
    
    
    $
    
    
    
    $
    480.8Asset impairments and other restructuring charges
    
    
    1.3
    
    
    
    1.0
    
    
    
    0.5
    
    
    
    2.8Earnings (loss) from operations
    
    
    15.8
    
    
    
    (3.4
    )
    
    
    (5.0
    )
    
    
    7.4
 Six Months Ended July 31, 2007AutomotiveWheels
    
    Components
    
    Other
    
    TotalNet sales
    
    $
    988.0
    
    
    $
    111.6
    
    
    $
    
    
    
    $
    1,099.6Asset impairments and other restructuring charges
    
    
    3.3
    
    
    
    0.6
    
    
    
    0.1
    
    
    
    4.0Earnings (loss) from operations
    
    
    46.3
    
    
    
    (12.1
    )
    
    
    (17.0
    )
    
    
    17.2
 Six Months Ended July 31, 2006AutomotiveWheels
    
    Components
    
    Other
    
    TotalNet sales
    
    $
    823.5
    
    
    $
    127.1
    
    
    $
    
    
    
    $
    950.6Asset impairments and other restructuring charges
    
    
    3.3
    
    
    
    1.8
    
    
    
    1.2
    
    
    
    6.3Earnings (loss) from operations
    
    
    29.2
    
    
    
    (7.5
    )
    
    
    (9.9
    )
    
    
    11.8
 As of July 31, 2007AutomotiveWheels
    
    Components
    
    Other
    
    TotalTotal
assets
    
    $
    1,848.6
    
    
    $
    87.8
    
    
    $
    (184.7
    )
    
    $
    1,751.7
 As of January 31, 2007AutomotiveWheels
    
    Components
    
    Other
    
    TotalTotal
assets
    
    $
    1,672.8
    
    
    $
    218.2
    
    
    $
    (199.8
    )
    
    $
    1,691.2
 Note 13. Minority Interest in Equity of Consolidated Subsidiaries
   19




---



##### Table of Contents



July 31, 2007
    
    
    January 31, 2007Minority interest in consolidated
affiliates
    
    $
    46.8
    
    
    $
    43.5Minority interest in preferred
stock
    
    
    10.8
    
    
    
    12.6Total minority interest
    
    $
    57.6
    
    
    $
    56.1
  Note 14. Accounting Errors
  Note 15. Subsequent Events
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Summary
  Company Overview
    20




---



##### Table of Contents



Results of Operations
 Consolidated Results  Comparison of the Three Months Ended July 31, 2007 to the Three Months
Ended July 31, 2006
  Three Months
    
    
    Three MonthsEnded July 31,
    
    
    Ended July 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeNet sales:Automotive Wheels
    
    $
    521.2
    
    
    $
    419.6
    
    
    $
    101.6
    
    
    
    24.2
    %Components
    
    
    49.1
    
    
    
    61.2
    
    
    
    (12.1
    )
    
    
    -19.8
    %Total
    
    $
    570.3
    
    
    $
    480.8
    
    
    $
    89.5
    
    
    
    18.6
    %Gross profit
    
    $
    56.7
    
    
    $
    48.0
    
    
    $
    8.7
    
    
    
    18.1
    %Marketing, general, and administrative
    
    
    47.5
    
    
    
    38.0
    
    
    
    9.5
    
    
    
    25.0
    %Amortization of intangibles
    
    
    2.7
    
    
    
    2.7
    
    
    
    
    
    
    
    0.0
    %Asset impairments and other restructuring charges
    
    
    1.6
    
    
    
    2.8
    
    
    
    (1.2
    )
    
    
    -42.9
    %Other expense, net
    
    
    9.7
    
    
    
    (2.9
    )
    
    
    12.6
    
    
    
    434.5
    %(Loss) earnings from operations
    
    
    (4.8
    )
    
    
    7.4
    
    
    
    (12.2
    )
    
    
    -164.9
    %Interest expense, net
    
    
    15.9
    
    
    
    19.6
    
    
    
    (3.7
    )
    
    
    -18.9
    %Loss on early extinguishment of debt
    
    
    21.2
    
    
    
    
    
    
    
    21.2
    
    
    
    N/AOther non-operating expense
    
    
    
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    100.0
    %Income tax expense
    
    
    13.5
    
    
    
    14.6
    
    
    
    (1.1
    )
    
    
    -7.5
    %Minority interest
    
    
    5.8
    
    
    
    2.3
    
    
    
    3.5
    
    
    
    152.2
    %Loss from continuing operations
    
    
    (61.2
    )
    
    
    (28.9
    )
    
    
    (32.3
    )
    
    
    -111.8
    %(Loss) earnings from discontinued operations, net of tax
    
    
    (25.9
    )
    
    
    2.0
    
    
    
    (27.9
    )
    
    
    -1395.0
    %Net loss
    
    $
    (87.1
    )
    
    $
    (26.9
    )
    
    $
    (60.2
    )
    
    
    -223.8
    %
 Sales
  21




---



##### Table of Contents



Gross profit
  Marketing, general, and administrative
  Asset impairments and other restructuring charges
   Other Expense, net
  Interest expense, net
  Loss on early extinguishment of debt
  Income taxes
  Discontinued operations
  22




---



##### Table of Contents



Net loss
  Segment Results  Comparison of the Three Months Ended July 31, 2007 to the Three Months Ended
July 31, 2006
 Automotive Wheels
  Three Months
    
    
    Three MonthsEnded July 31,
    
    
    Ended July 31,2007
    
    
    2006
    
    
    $ ChangeNet sales
    
    $
    521.2
    
    
    $
    419.6
    
    
    $
    101.6Asset impairments and other restructuring charges:Facility closure costs
    
    $
    0.6
    
    
    $
    1.2
    
    
    $
    (0.6
    )Impairment of facility, machinery, and equipment
    
    
    0.4
    
    
    
    
    
    
    
    0.4Severance and other restructuring costs
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )Total asset impairments and other restructuring charges
    
    $
    1.0
    
    
    $
    1.3
    
    
    $
    (0.3
    )Earnings from operations
    
    $
    21.8
    
    
    $
    15.8
    
    
    $
    6.0
 Net sales
  Asset impairments and other restructuring charges
  Earnings from operations
  23




---



##### Table of Contents



Components
  Three Months
    
    Three MonthsEnded July 31,
    
    Ended July 31,2007
    
    2006
    
    $ ChangeNet sales
    
    $
    49.1
    
    
    $
    61.2
    
    
    $
    (12.1
    )Severance and other restructuring costs
    
    $
    0.5
    
    
    $
    1.0
    
    
    $
    (0.5
    )Loss from operations
    
    $
    (14.4
    )
    
    $
    (3.4
    )
    
    $
    (11.0
    )
 Net sales
  Asset impairments and other restructuring charges
  Loss from operations
  Other
  Three Months
    
    Three MonthsEnded July 31,
    
    Ended July 31,2007
    
    2006
    
    $ ChangeLoss from operations
    
    $
    (12.2
    )
    
    $
    (5.0
    )
    
    $
    (7.2
    )
 Loss from operations
  24




---



##### Table of Contents



Results of Operations
 Consolidated Results  Comparison of the Six Months Ended July 31, 2007 to the Six Months Ended
July 31, 2006
  Six Months Ended
    
    
    Six Months EndedJuly 31, 2007
    
    
    July 31, 2006
    
    
    $ Change
    
    
    % ChangeNet sales:Automotive Wheels
    
    $
    988.0
    
    
    $
    823.5
    
    
    $
    164.5
    
    
    
    20.0
    %Components
    
    
    111.6
    
    
    
    127.1
    
    
    
    (15.5
    )
    
    
    -12.2
    %Total
    
    $
    1,099.6
    
    
    $
    950.6
    
    
    $
    149.0
    
    
    
    15.7
    %Gross profit
    
    $
    118.7
    
    
    $
    91.0
    
    
    $
    27.7
    
    
    
    30.4
    %Marketing, general, and administrative
    
    
    84.6
    
    
    
    71.5
    
    
    
    13.1
    
    
    
    18.3
    %Amortization of intangibles
    
    
    5.4
    
    
    
    5.4
    
    
    
    
    
    
    
    0.0
    %Asset impairments and other restructuring charges
    
    
    4.0
    
    
    
    6.3
    
    
    
    (2.3
    )
    
    
    -36.5
    %Other expense, net
    
    
    7.5
    
    
    
    (4.0
    )
    
    
    11.5
    
    
    
    287.5
    %Earnings from operations
    
    
    17.2
    
    
    
    11.8
    
    
    
    5.4
    
    
    
    45.8
    %Interest expense, net
    
    
    34.0
    
    
    
    36.3
    
    
    
    (2.3
    )
    
    
    -      6.3
    %Loss on early extinguishment of debt
    
    
    21.5
    
    
    
    
    
    
    
    21.5Other non-operating expense
    
    
    
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    100.0
    %Income tax expense
    
    
    22.7
    
    
    
    19.3
    
    
    
    3.4
    
    
    
    17.6
    %Minority interest
    
    
    9.5
    
    
    
    4.2
    
    
    
    5.3
    
    
    
    126.2
    %Loss from continuing operations
    
    
    (70.5
    )
    
    
    (47.8
    )
    
    
    (22.7
    )
    
    
    -47.5
    %(Loss) earnings from discontinued operations, net of tax
    
    
    (31.9
    )
    
    
    3.3
    
    
    
    (35.2
    )
    
    
    -1066.7
    %Net loss
    
    $
    (102.4
    )
    
    $
    (44.5
    )
    
    $
    (57.9
    )
    
    
    -130.1
    %
 Sales
  Gross profit
  Marketing, general, and administrative
  25




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##### Table of Contents



Asset impairments and other restructuring charges
   Other Expense, net
  Interest expense, net
  Loss on early extinguishment of debt
  Income taxes
  Discontinued operations
   26




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##### Table of Contents



Net loss
  Segment Results  Comparison of the Six Months Ended July 31, 2007 to the Six Months Ended July
31, 2006
 Automotive Wheels
  Six Months Ended
    
    
    Six Months EndedJuly 31, 2007
    
    
    July 31, 2006
    
    
    $ ChangeNet sales
    
    $
    988.0
    
    
    $
    823.5
    
    
    $
    164.5Asset impairments and other restructuring charges:Facility closure costs
    
    $
    2.7
    
    
    $
    1.5
    
    
    $
    1.2Impairment of facility, machinery, and equipment
    
    
    0.6
    
    
    
    0.2
    
    
    
    0.4Severance and other restructuring costs
    
    
    
    
    
    
    1.6
    
    
    
    (1.6
    )Total asset impairments and other restructuring charges
    
    $
    3.3
    
    
    $
    3.3
    
    
    $
    Earnings from operations
    
    $
    46.3
    
    
    $
    29.2
    
    
    $
    17.1
 Net sales
  Asset impairments and other restructuring charges
  Earnings from operations
  Components
  27




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##### Table of Contents



Six Months Ended
    
    
    Six Months EndedJuly 31, 2007
    
    
    July 31, 2006
    
    
    $ ChangeNet sales
    
    $
    111.6
    
    
    $
    127.1
    
    
    $
    (15.5
    )Asset impairments and other restructuring charges:Facility closure costs
    
    $
    0.1
    
    
    $
    1.8
    
    
    $
    (1.7
    )Severance and other restructuring costs
    
    
    0.5
    
    
    
    
    
    
    
    0.5Total asset impairments and other restructuring charges
    
    $
    0.6
    
    
    $
    1.8
    
    
    $
    (1.2
    )Loss from operations
    
    $
    (12.1
    )
    
    $
    (7.5
    )
    
    $
    (4.6
    )
 Net sales
  Asset impairments and other restructuring charges
  Loss from operations
  Other
  Six Months Ended
    
    Six Months EndedJuly 31, 2007
    
    July 31, 2006
    
    $ ChangeLoss from operations
    
    $
    (17.0
    )
    
    $
    (9.9
    )
    
    $
    (7.1
    )
 Loss from operations
  Liquidity and Capital Resources
 Cash Flows
 Operating Activities:
 Investing Activities:
 28




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##### Table of Contents



Financing Activities:
 Sources of Liquidity
  1 2
  
 
  Other Liquidity Matters
    29




---



##### Table of Contents



Credit Ratings
  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
      30




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##### Table of Contents



Contractual Obligations
  Payment Due by PeriodLess than 1Year
    
    2-3 Years
    
    4-5 Years
    
    After 5 Years
    
    TotalShort-term borrowings
    
    $
    29.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    29.1Long-term debt
    
    
    4.4
    
    
    
    8.8
    
    
    
    7.5
    
    
    
    514.3
    
    
    
    535.0Capital lease obligation
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5Operating leases
    
    
    5.3
    
    
    
    5.5
    
    
    
    0.7
    
    
    
    0.1
    
    
    
    11.6Capital expenditures
    
    
    37.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37.4United States pension contribution
    
    
    7.9
    
    
    
    16.5
    
    
    
    14.5
    
    
    
    
    
    
    
    38.9Tax reserve
    
    
    2.8
    
    
    
    
    
    
    
    
    
    
    
    17.1
    
    
    
    19.9Total obligations
    
    $
    87.4
    
    
    $
    30.8
    
    
    $
    22.7
    
    
    $
    531.5
    
    
    $
    672.4
 Other Cash Requirements
  Interest
    
    $
    25.4Taxes
    
    
    14.8International pension and other post-retirement benefits funding
    
    
    11.9Restructuring costs
    
    
    1.2
 New Accounting Pronouncements
     31




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Exchange
   Interest Rates
 
  Commodities
  32




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  33




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##### Table of Contents



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
  
    
    Approval of (i) the Rights Offering of up to $180,000,000 to holders of our outstanding
Common Stock as of April 10, 2007, through the issuance of 55,384,615 rights to purchase
one share of Common Stock at an exercise price of $3.25 per share (the Exercise Price),
(ii) the sale of any Common Stock not subscribed for in the Rights Offering to Deutsche
Bank Securities Inc. (the Investor) and SPCP Group, LLC, an affiliate of Silver Point
Capital, L.P., (iii) at the Investors option, the purchase of up to 4,038,462 shares of
Common Stock at the Exercise Price, resulting in additional proceeds of up to $13,125,002,
and (iv) the related Amended and Restated Equity Purchase and Commitment Agreement and
other transactions contemplated thereby.
    
    Amendment of the our Certificate of Incorporation to increase the aggregate number of
authorized shares of Common Stock from 100,000,000 to 200,000,000 and the aggregate number
of authorized shares of capital stock from 101,000,000 to 201,000,000.
    
    Amendment of our Certificate of Incorporation to increase the maximum number of members
of the Board of Directors from nine to twelve.
  Votes
    
    
    
    
    
    BrokerProposal
    
    Votes For
    
    Against
    
    Abstentions
    
    Non-votesRights Offering and Related Matters
    
    
    24,170,642
    
    
    
    78,535
    
    
    
    4,533
    
    
    
    Increase in Authorized Shares
    
    
    24,216,049
    
    
    
    34,036
    
    
    
    3,645
    
    
    
    Increase in Maximum Number of Directors
    
    
    24,211,036
    
    
    
    38,799
    
    
    
    3,915
    
    
    
    
   Votes
    
    
    
    
    
    BrokerNominee Name/Proposal
    
    Votes For
    
    Withheld/Against
    
    Abstentions
    
    Non-votesCurtis J. Clawson
    
    
    26,667,146
    
    
    
    2,582,709
    
    
    
    
    
    
    
    George T. Haymaker, Jr.
    
    
    27,087,310
    
    
    
    2,162,545
    
    
    
    
    
    
    
    Amendment of Long Term Incentive Plan
    
    
    15,027,943
    
    
    
    3,244,498
    
    
    
    119
    
    
    
    10,977,295Ratification of KPMG LLP
    
    
    28,778,580
    
    
    
    456,202
    
    
    
    15,073
    
    
    
    
 34




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
 3.4
    
    Amendment to the Certificate of Incorporation of Hayes Lemmerz
International, Inc., effective as of May 15, 2007 (incorporated by
reference to Appendix D to our definitive proxy statement on
Schedule 14A for the Special Meeting of Stockholders of Hayes
Lemmerz International, Inc., filed on April 18, 2007).3.5
    
    Amendment to By-Laws of Hayes Lemmerz International, Inc.
(incorporated by reference to Exhibit 3.1 to our Current Report on
Form 8-K filed April 18, 2007).4.13
    
    Indenture, dated as of May 30, 2007, by and among Hayes Lemmerz
Finance LLCLuxembourg S.C.A., the Guarantors named therein, U.S.
Bank National Association, as Trustee, and Deutsche Bank AG, London
Branch, as London Paying Agent (incorporated by reference to Exhibit
4.1 to our Current Report on Form 8-K, filed June 5, 2007).4.14
    
    Registration Rights Agreement, dated as of May 30, 2007, by and
between Hayes Lemmerz Finance LLCLuxembourg S.C.A., the Guarantors
named therein, and Deutsche Bank AG, London Branch, Citigroup Global
Markets Inc., and UBS Limited (incorporated by reference to Exhibit
4.2 to our Current Report on Form 8-K, filed June 5, 2007).4.15
    
    Registration Rights Agreement, dated as of May 30, 2007, by and
between Hayes Lemmerz International, Inc., Deutsche Bank Securities
Inc., and SPCP Group, LLC (incorporated by reference to Exhibit 4.3
to our Current Report on Form 8-K, filed June 5, 2007).10.20
    
    Amendment No. 1 to Hayes Lemmerz International, Inc. Long Term
Incentive Plan (incorporated by reference to Appendix A to our
definitive proxy statement on Schedule 14A for the 2007 Annual
Meeting of Stockholders of Hayes Lemmerz International, Inc., filed
on May 31, 2007).10.21
    
    Second Amended and Restated Credit Agreement, dated as of May 30,
2007, among HLI Operating Company, Inc., Hayes Lemmerz Finance
LLCLuxembourg S.C.A., Hayes Lemmerz International, Inc., the
lenders from time to time party thereto, Citicorp North America,
Inc., as Administrative Agent and as Documentation Agent, and
Deutsche Bank Securities Inc., as Syndication Agent (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K, filed
June 5, 2007).10.22
    
    Second Amended and Restated Pledge and Security Agreement, dated as
of May 30, 2007, among Hayes Lemmerz International, Inc. and HLI
Operating Company, Inc., as Grantors, the other Grantors party
thereto, Citicorp North America, Inc., as Administrative Agent
(incorporated by reference to Exhibit 10.2 to our Current Report on
Form 8-K, filed June 5, 2007).10.23
    
    Second Amended and Restated Guaranty, dated as of May 30, 2007,
among Hayes Lemmerz International, Inc. and HLI Operating Company,
Inc., the other Guarantors party thereto, and Citicorp North
America, Inc., as Administrative Agent.*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, Executive Vice President 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, Executive Vice President 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./s/ James A. Yost

                               James A. Yost
                Executive Vice President and Chief Financial Officer
  36




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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.
 10-Q EXHIBIT INDEX
 3.4
    
    Amendment to the Certificate of Incorporation of Hayes Lemmerz
International, Inc., effective as of May 15, 2007 (incorporated by
reference to Appendix D to our definitive proxy statement on
Schedule 14A for the Special Meeting of Stockholders of Hayes
Lemmerz International, Inc., filed on April 18, 2007).3.5
    
    Amendment to By-Laws of Hayes Lemmerz International, Inc.
(incorporated by reference to Exhibit 3.1 to our Current Report on
Form 8-K filed April 18, 2007).4.13
    
    Indenture, dated as of May 30, 2007, by and among Hayes Lemmerz
Finance LLCLuxembourg S.C.A., the Guarantors named therein, U.S.
Bank National Association, as Trustee, and Deutsche Bank AG, London
Branch, as London Paying Agent (incorporated by reference to Exhibit
4.1 to our Current Report on Form 8-K, filed June 5, 2007).4.14
    
    Registration Rights Agreement, dated as of May 30, 2007, by and
between Hayes Lemmerz Finance LLCLuxembourg S.C.A., the Guarantors
named therein, and Deutsche Bank AG, London Branch, Citigroup Global
Markets Inc., and UBS Limited (incorporated by reference to Exhibit
4.2 to our Current Report on Form 8-K, filed June 5, 2007).4.15
    
    Registration Rights Agreement, dated as of May 30, 2007, by and
between Hayes Lemmerz International, Inc., Deutsche Bank Securities
Inc., and SPCP Group, LLC (incorporated by reference to Exhibit 4.3
to our Current Report on Form 8-K, filed June 5, 2007).10.20
    
    Amendment No. 1 to Hayes Lemmerz International, Inc. Long Term
Incentive Plan (incorporated by reference to Appendix A to our
definitive proxy statement on Schedule 14A for the 2007 Annual
Meeting of Stockholders of Hayes Lemmerz International, Inc., filed
on May 31, 2007).10.21
    
    Second Amended and Restated Credit Agreement, dated as of May 30,
2007, among HLI Operating Company, Inc., Hayes Lemmerz Finance
LLCLuxembourg S.C.A., Hayes Lemmerz International, Inc., the
lenders from time to time party thereto, Citicorp North America,
Inc., as Administrative Agent and as Documentation Agent, and
Deutsche Bank Securities Inc., as Syndication Agent (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K, filed
June 5, 2007).10.22
    
    Second Amended and Restated Pledge and Security Agreement, dated as
of May 30, 2007, among Hayes Lemmerz International, Inc. and HLI
Operating Company, Inc., as Grantors, the other Grantors party
thereto, Citicorp North America, Inc., as Administrative Agent
(incorporated by reference to Exhibit 10.2 to our Current Report on
Form 8-K, filed June 5, 2007).10.23
    
    Second Amended and Restated Guaranty, dated as of May 30, 2007,
among Hayes Lemmerz International, Inc. and HLI Operating Company,
Inc., the other Guarantors party thereto, and Citicorp North
America, Inc., as Administrative Agent.*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, Executive Vice President 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, Executive Vice President 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. 37