##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2009
 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 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



HAYES LEMMERZ INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Statements of Operations
    
    
    3Condensed Consolidated Balance Sheets
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Consolidated Statements of Changes in Stockholders Equity
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    42Item 3. Defaults upon Senior Securities
    
    
    42Item 4. Submission of Matters to a Vote of Security Holders
    
    
    42Item 5. Other Information
    
    
    42Item 6. Exhibits
    
    
    43Signature
    
    
    44EX-31.1EX-31.2EX-32.1EX-32.2
  Unless otherwise indicated, references to we, us, or our mean Hayes Lemmerz
International, Inc., a Delaware corporation, and its 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 2009 means the period beginning February 1,
2009 and ending January 31, 2010). 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 material
and our ability to maintain credit terms with our suppliers; (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 ability to borrow money or find alternative sources of additional money; (7) the
uncertainties inherent in international operations and foreign currency fluctuations;(8) the
outcome and consequences of our Chapter 11 bankruptcy filing; and (9) the risks described in this
Quarterly Report on Form 10-Q . You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q .
We have no duty to update the forward looking statements in this Quarterly Report on Form 10-Q and
we do not intend to provide such updates
 2




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##### Table of Contents



Item 1. Financial Statements
 HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended April 30,2009
    
    
    2008(Dollars in millions, except pershare amounts)Net sales
    
    
    
    $
    258.2
    
    
    $
    573.8Cost of goods sold
    
    
    
    
    258.6
    
    
    
    510.1Gross profit
    
    
    
    
    (0.4
    )
    
    
    63.7Marketing, general, and administrative
    
    
    
    
    35.4
    
    
    
    39.3Amortization of intangibles
    
    
    
    
    2.0
    
    
    
    2.8Asset impairments and other restructuring charges
    
    Note 7
    
    
    4.2
    
    
    
    3.3Other income, net
    
    
    
    
    (1.0
    )
    
    
    (3.4
    )(Loss) earnings from operations
    
    
    
    
    (41.0
    )
    
    
    21.7Interest expense, net
    
    
    
    
    22.0
    
    
    
    13.3Other non-operating (income) expense
    
    
    
    
    (2.3
    )
    
    
    1.7(Loss) earnings from operations before taxes
    
    
    
    
    (60.7
    )
    
    
    6.7Income tax (benefit) expense
    
    Note 9
    
    
    (1.6
    )
    
    
    13.0Consolidated net loss
    
    
    
    
    (59.1
    )
    
    
    (6.3
    )Less: Net (loss) income attributable to noncontrolling interest
    
    Note 11
    
    
    (0.6
    )
    
    
    6.5Net loss attributable to Hayes Lemmerz International, Inc.
    
    
    
    $
    (58.5
    )
    
    $
    (12.8
    )Loss per common share dataBasic and diluted:Net loss
attributable to Hayes Lemmerz International, Inc.
    
    
    
    $
    (0.57
    )
    
    $
    (0.13
    )Weighted average shares outstanding (in thousands)
    
    Note 8
    
    
    101,820
    
    
    
    101,071
  3




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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 April 30,
    
    
    January 31,2009
    
    
    2009(Dollars in millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    
    
    $
    56.7
    
    
    $
    107.5Receivables, net of allowance of $0.8 and $0.3 at April 30, 2009
and January 31, 2009, respectively
    
    
    
    
    136.8
    
    
    
    157.3Other receivables
    
    
    
    
    28.9
    
    
    
    15.4Inventories
    
    Note 3
    
    
    151.8
    
    
    
    156.9Assets held for sale
    
    Note 4
    
    
    8.6
    
    
    
    8.1Deferred tax assets
    
    Note 9
    
    
    2.9
    
    
    
    3.2Prepaid expenses
    
    
    
    
    8.6
    
    
    
    7.7Total current assets
    
    
    
    
    394.3
    
    
    
    456.1Property, plant, and equipment, net of accumulated depreciation of $430.2 and
$398.3 as of April 30, 2009 and January 31, 2009, respectively
    
    
    
    
    496.4
    
    
    
    499.2Customer relationships, net of amortization of $22.5 and $21.0 at April 30, 2009
and January 31, 2009, respectively
    
    
    
    
    89.0
    
    
    
    87.8Other intangible assets, net of amortization of $43.3 and $41.2 at April 30, 2009
and January 31, 2009, respectively
    
    
    
    
    24.2
    
    
    
    24.6Other assets
    
    
    
    
    20.2
    
    
    
    28.5Total assets
    
    
    
    $
    1,024.1
    
    
    $
    1,096.2LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Bank borrowings and other notes
    
    Note 5
    
    $
    34.5
    
    
    $
    46.6Current portion of long-term debt
    
    Note 5
    
    
    635.3
    
    
    
    622.1Accounts payable
    
    
    
    
    116.5
    
    
    
    133.0Accrued payroll and employee benefits
    
    
    
    
    56.6
    
    
    
    53.2Other accrued liabilities
    
    
    
    
    66.4
    
    
    
    66.3Total current liabilities
    
    
    
    
    909.3
    
    
    
    921.2Long-term debt, net of current portion
    
    Note 5
    
    
    1.6
    
    
    
    1.4Deferred tax liabilities
    
    Note 9
    
    
    43.6
    
    
    
    46.7Pension and other long-term liabilities
    
    Note 6
    
    
    350.1
    
    
    
    354.0Total liabilities
    
    
    
    
    1,304.6
    
    
    
    1,323.3Stockholders deficit:Preferred stock, 1,000,000 shares authorized, none issued or outstanding at
April 30, 2009 or January 31, 2009
    
    
    
    
    
    
    
    
    Common stock, par value $0.01 per share:200,000,000 shares authorized; 101,819,597
issued and outstanding at April 30, 2009 and January 31, 2009
    
    
    
    
    1.0
    
    
    
    1.0Additional paid in capital
    
    
    
    
    887.7
    
    
    
    887.1Accumulated deficit
    
    
    
    
    (1,360.7
    )
    
    
    (1,302.1
    )Accumulated other comprehensive income
    
    
    
    
    129.0
    
    
    
    121.1Total Hayes Lemmerz International, Inc. stockholders deficit
    
    
    
    
    (343.0
    )
    
    
    (292.9
    )Noncontrolling interests
    
    Note 11
    
    
    62.5
    
    
    
    65.8Total stockholders deficit
    
    
    
    
    (280.5
    )
    
    
    (227.1
    )Total liabilities and stockholders deficit
    
    
    
    $
    1,024.1
    
    
    $
    1,096.2
  4




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months Ended April 30,2,009.0
    
    
    2,008.0(Dollars in millions)Cash flows from operating activities:Net loss
    
    $
    (58.5
    )
    
    $
    (12.8
    )Adjustments to reconcile net loss from operations to net cash provided by
(used for) operating activities:Depreciation and amortization
    
    
    22.5
    
    
    
    27.8Amortization and write-off of deferred financing fees
    
    
    9.5
    
    
    
    0.6Asset impairments
    
    
    0.6
    
    
    
    2.7Interest rate swap adjustments
    
    
    (3.5
    )
    
    
    Deferred income taxes
    
    
    (4.7
    )
    
    
    (0.8
    )Noncontrolling interests
    
    
    (0.6
    )
    
    
    6.5Equity compensation expense
    
    
    0.6
    
    
    
    1.0Loss (gain) on sale of assets
    
    
    0.2
    
    
    
    (0.1
    )Changes in operating assets and liabilities that increase (decrease) cash flows:Receivables
    
    
    26.0
    
    
    
    (16.8
    )Other receivables
    
    
    (13.5
    )
    
    
    0.6Inventories
    
    
    10.0
    
    
    
    (15.2
    )Prepaid expenses and other
    
    
    (1.5
    )
    
    
    (9.0
    )Accounts payable and accrued liabilities
    
    
    (20.2
    )
    
    
    (16.3
    )Cash used for operating activities
    
    
    (33.1
    )
    
    
    (31.8
    )Cash flows from investing activities:Purchase of property, plant, equipment, and tooling
    
    
    (2.5
    )
    
    
    (19.2
    )Proceeds from sale of assets
    
    
    0.2
    
    
    
    0.5Cash used for investing activities
    
    
    (2.3
    )
    
    
    (18.7
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    (12.2
    )
    
    
    2.1Proceeds from long-term debt
    
    
    0.2
    
    
    
    Repayment of long-term debt
    
    
    (0.1
    )
    
    
    (0.1
    )Dividends paid to minority shareholders
    
    
    (3.7
    )
    
    
    (7.3
    )Cash used for financing activities
    
    
    (15.8
    )
    
    
    (5.3
    )Cash flows of discontinued operations:Net cash used for operating activities
    
    
    (0.7
    )
    
    
    Net cash used for investing activities
    
    
    
    
    
    
    Net cash used for financing activities
    
    
    
    
    
    
    Net cash used for discontinued operations
    
    
    (0.7
    )
    
    
    Effect of exchange rate changes on cash and cash equivalents
    
    
    1.1
    
    
    
    2.4Decrease in cash and cash equivalents
    
    
    (50.8
    )
    
    
    (53.4
    )Cash and cash equivalents at beginning of period
    
    
    107.5
    
    
    
    160.2Cash and cash equivalents at end of period
    
    $
    56.7
    
    
    $
    106.8Supplemental data:Cash paid for interest
    
    $
    12.7
    
    
    $
    9.4Cash paid for income taxes
    
    $
    3.5
    
    
    $
    9.3
  5




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherComprehensive
    
    
    Common
    
    
    Paid in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    NoncontrollingShares
    
    
    Total
    
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Interest(Dollars in millions, except share amounts)Balance at January 31, 2009
    
    
    101,819,597
    
    
    $
    (227.1
    )
    
    
    
    
    
    $
    1.0
    
    
    $
    887.1
    
    
    $
    (1,302.1
    )
    
    $
    121.1
    
    
    $
    65.8Preferred stock dividends accrued
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    Comprehensive income:Net loss
    
    
    
    
    
    
    (59.1
    )
    
    $
    (59.1
    )
    
    
    
    
    
    
    
    
    
    
    (58.5
    )
    
    
    
    
    
    
    (0.6
    )Currency translation adjustment
    
    
    
    
    
    
    8.9
    
    
    
    8.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.9
    
    
    
    1.0Dividend paid
    
    
    
    
    
    
    (3.7
    )
    
    
    (3.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.7
    )Total comprehensive loss
    
    
    
    
    
    
    (53.9
    )
    
    $
    (53.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity compensation expense
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    Balance at April 30, 2009
    
    
    101,819,597
    
    
    $
    (280.5
    )
    
    
    
    
    
    $
    1.0
    
    
    $
    887.7
    
    
    $
    (1,360.7
    )
    
    $
    129.0
    
    
    $
    62.5Balance at January 31, 2008
    
    
    101,057,966
    
    
    $
    272.8
    
    
    
    
    
    
    $
    1.0
    
    
    $
    882.0
    
    
    $
    (928.7
    )
    
    $
    248.0
    
    
    $
    70.5Preferred stock dividends accrued
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    Comprehensive income:Net loss
    
    
    
    
    
    
    (6.3
    )
    
    $
    (6.3
    )
    
    
    
    
    
    
    
    
    
    
    (12.8
    )
    
    
    
    
    
    
    6.5Currency translation adjustment
    
    
    
    
    
    
    8.3
    
    
    
    8.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.6
    
    
    
    2.7Dividend paid
    
    
    
    
    
    
    (7.3
    )
    
    
    (7.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.3
    )Pension measurement date adjustment
    
    
    
    
    
    
    (1.8
    )
    
    
    (1.8
    )
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (0.6
    )
    
    
    Change in unrealized gain/(loss) on derivatives
    
    
    
    
    
    
    3.0
    
    
    
    3.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0
    
    
    
    Total comprehensive loss
    
    
    
    
    
    
    (4.1
    )
    
    $
    (4.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued for vested RSUs
    
    
    20,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity compensation expense
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    Balance at April 30, 2008
    
    
    101,078,653
    
    
    $
    269.5
    
    
    
    
    
    
    $
    1.0
    
    
    $
    883.0
    
    
    $
    (942.9
    )
    
    $
    256.0
    
    
    $
    72.4
  6




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2009 and 2008
(Unaudited)
(Dollars in millions, unless otherwise stated)
 Note 1. Description of Business
  Description of Business
        7




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Note 2. Basis of Presentation
    Note 3. Inventories
  April 30,
    
    
    January 31,2009
    
    
    2009Raw materials
    
    $
    47.9
    
    
    $
    48.0Work-in-process
    
    
    21.8
    
    
    
    18.7Finished goods
    
    
    51.1
    
    
    
    60.2Spare parts and supplies
    
    
    31.0
    
    
    
    30.0Total
    
    $
    151.8
    
    
    $
    156.9
 Note 4. Assets Held for Sale
  April 30,
    
    
    January 31,2009
    
    
    2009Gainesville, Georgia facility
    
    $
    5.2
    
    
    $
    5.3Huntington, Indiana facility
    
    
    1.7
    
    
    
    1.7Ferndale, Michigan facility
    
    
    1.1
    
    
    
    1.1Howell, Michigan facility
    
    
    0.6
    
    
    
    Total
    
    $
    8.6
    
    
    $
    8.1
  8




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##### Table of Contents



Note 5. Bank Borrowings, Other Notes, and Long-Term Debt
   April 30,
    
    
    January 31,2009
    
    
    2009Various foreign bank and government loans, weighted average interest rates of
3.5% and 3.9% at April 30, 2009 and January 31, 2009, respectively
    
    $
    2.5
    
    
    $
    2.3Term Loan, weighted average interest rate of 10.5% and 10.2%
at April 30, 2009 and January 31, 2009, respectively
    
    
    337.6
    
    
    
    328.98.25% Senior Notes
    
    
    171.8
    
    
    
    167.3Revolving Credit Facility, weighted average interest rate of 8.5% at both April 30, 2009
and January 31, 2009
    
    
    125.0
    
    
    
    125.0636.9
    
    
    
    623.5Less current portion of long-term debt
    
    
    635.3
    
    
    
    622.1Total long-term debt
    
    $
    1.6
    
    
    $
    1.4
 Classification of Debt
  Euro Denominated Debt
  
 Senior Notes
 
 9




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Credit Facility
    
    Covenant Compliance
  10




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##### Table of Contents



Note 6. Pension Plans and Postretirement Benefits Other Than Pensions
   Pension Benefits - US
    
    
    Other Benefits - US
    
    
    Pension Benefits - InternationalThree Months Ended April 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    0.3
    
    
    $
    0.3
    
    
    $
    
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.2Interest cost
    
    
    2.8
    
    
    
    2.6
    
    
    
    2.5
    
    
    
    2.3
    
    
    
    1.7
    
    
    
    1.9Expected return on plan assets
    
    
    (1.9
    )
    
    
    (3.3
    )
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    (0.3
    )Amortization of net loss (gain)
    
    
    0.7
    
    
    
    (0.2
    )
    
    
    (1.0
    )
    
    
    (0.4
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    Net periodic benefit cost
    
    $
    1.9
    
    
    $
    (0.6
    )
    
    $
    1.5
    
    
    $
    1.9
    
    
    $
    1.8
    
    
    $
    1.8
   11




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Note 7. Asset Impairments and Other Restructuring Charges
  Three Months Ended April 30, 2009AutomotiveWheels
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    0.6
    
    
    $
    0.1
    
    
    $
    0.7Impairment of facility, machinery, and equipment
    
    
    0.6
    
    
    
    
    
    
    
    0.6Severance and other restructuring costs
    
    
    2.4
    
    
    
    0.5
    
    
    
    2.9Total
    
    $
    3.6
    
    
    $
    0.6
    
    
    $
    4.2
 Three Months Ended April 30, 2008AutomotiveWheels
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    0.3
    
    
    $
    0.1
    
    
    $
    0.4Impairment of facility, machinery, and equipment
    
    
    2.7
    
    
    
    
    
    
    
    2.7Severance and other restructuring costs
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2Total
    
    $
    3.1
    
    
    $
    0.2
    
    
    $
    3.3
 Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended April 30, 2009
  Note 4, Asset Held for Sale
  Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended April 30, 2008
    12




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##### Table of Contents



Facility Exit Costs and Severance Accruals
  Three Months Ended April 30, 2009January 31,
    
    
    
    
    
    
    Cash Payments and
    
    
    April 30,2009
    
    
    
    
    
    
    Effects of Foreign
    
    
    2009Accrual
    
    
    Expense
    
    
    Currency
    
    
    AccrualFacility closure costs
    
    $
    0.2
    
    
    $
    0.7
    
    
    $
    (0.7
    )
    
    $
    0.2Severance and other restructuring costs
    
    
    4.0
    
    
    
    2.9
    
    
    
    (3.2
    )
    
    
    3.7Total
    
    $
    4.2
    
    
    $
    3.6
    
    
    $
    (3.9
    )
    
    $
    3.9
 Three Months Ended April 30, 2008January 31,
    
    
    
    
    
    
    Cash Payments and
    
    
    April 30,2008
    
    
    
    
    
    
    Effects of Foreign
    
    
    2008Accrual
    
    
    Expense
    
    
    Currency
    
    
    AccrualFacility closure costs
    
    $
    
    
    
    $
    0.4
    
    
    $
    (0.4
    )
    
    $
    Severance and other restructuring costs
    
    
    0.2
    
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    0.2Total
    
    $
    0.2
    
    
    $
    0.6
    
    
    $
    (0.6
    )
    
    $
    0.2
 Note 8. Weighted Average Shares Outstanding
  Three Months Ended April 30,2009
    
    2008Basic weighted average shares outstanding
    
    
    101,820
    
    
    
    101,071Dilutive effect of unvested restricted stock and options
    
    
    
    
    
    
    Diluted weighted average shares outstanding
    
    
    101,820
    
    
    
    101,071
   Note 9. Taxes on Income
  Three Months Ended April 30,2009
    
    2008US
    
    Foreign
    
    US
    
    ForeignPre-tax income (loss)
    
    $
    (34.6
    )
    
    $
    (26.1
    )
    
    $
    (18.1
    )
    
    $
    24.8Income tax expense (benefit)
    
    
    0.8
    
    
    
    (2.4
    )
    
    
    0.3
    
    
    
    12.7
  13




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##### Table of Contents



Note 10. Segment Reporting
   Three Months Ended April 30, 2009AutomotiveWheels
    
    Other
    
    TotalNet sales
    
    $
    247.1
    
    
    $
    11.1
    
    
    $
    258.2Asset impairments and other restructuring charges
    
    
    3.6
    
    
    
    0.6
    
    
    
    4.2Loss from operations
    
    
    (30.2
    )
    
    
    (10.8
    )
    
    
    (41.0
    )
 Three Months Ended April 30, 2008AutomotiveWheels
    
    Other
    
    TotalNet sales
    
    $
    562.0
    
    
    $
    11.8
    
    
    $
    573.8Asset impairments and other restructuring charges
    
    
    3.1
    
    
    
    0.2
    
    
    
    3.3Earnings from operations
    
    
    16.8
    
    
    
    4.9
    
    
    
    21.7
 As of April 30, 2009AutomotiveWheels
    
    Other
    
    TotalTotal assets
    
    $
    1,156.1
    
    
    $
    (132.0
    )
    
    $
    1,024.1
 As of January 31, 2009AutomotiveWheels
    
    Other
    
    TotalTotal assets
    
    $
    1,171.8
    
    
    $
    (75.6
    )
    
    $
    1,096.2
 .
 14




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##### Table of Contents



Note 11. Noncontrolling Interest in Consolidated Financial Statements
     April 30,
    
    
    January 31,2009
    
    
    2009Noncontrolling interest in consolidated affiliates
    
    $
    50.8
    
    
    $
    54.3Noncontrolling interest in preferred stock
    
    
    11.7
    
    
    
    11.5Total noncontrolling interest
    
    $
    62.5
    
    
    $
    65.8
 Note 12. Fair Value Measurement
      15




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##### Table of Contents



Market approach:
    
    Uses prices and other relevant information generated by market transactions
involving identical or comparable assets or liabilities.Income approach:
    
    Uses valuation techniques to convert future amounts to a single present
value amount based on current market expectations.Cost approach:
    
    The amount that would be required to replace the service capacity of
the asset (replacement costs).
    NotionalHedge Type
    
    Amount
    
    MaturityDeutsche Bank Swap
    
    Cash flow hedge
    
     40.0
    
    8/28/2012Deutsche Bank Swap
    
    Cash flow hedge
    
     30.0
    
    8/28/2012UBS Swap
    
    Cash flow hedge
    
     25.0
    
    9/30/2012UBS Swap
    
    Cash flow hedge
    
     25.0
    
    9/30/2012
  April 30, 2009
    
    January 31, 2009Carrying
    
    
    
    
    
    
    Fair Value
    
    Carrying
    
    
    
    
    
    
    Fair ValueValue
    
    
    Fair Value
    
    
    Hierarchy
    
    Value
    
    
    Fair Value
    
    
    HierarchyDeutsche Bank Swap, 40 million
    
    $
    1.0
    
    
    $
    1.0
    
    
    Level 3
    
    $
    1.9
    
    
    $
    1.9
    
    
    Level 2Deutsche Bank Swap, 30 million
    
    
    0.7
    
    
    
    0.7
    
    
    Level 3
    
    
    1.4
    
    
    
    1.4
    
    
    Level 2UBS Swap, 25 million
    
    
    0.2
    
    
    
    0.2
    
    
    Level 3
    
    
    1.2
    
    
    
    1.2
    
    
    Level 2UBS Swap, 25 million
    
    
    0.2
    
    
    
    0.2
    
    
    Level 3
    
    
    1.1
    
    
    
    1.1
    
    
    Level 2Total swaps
    
    $
    2.1
    
    
    $
    2.1
    
    
    
    
    $
    5.6
    
    
    $
    5.6
  Note 13. Derivative Instruments and Hedging Activities
  16




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 
 Note 12, Fair Value Measurement
 Note 14. New Accounting Pronouncements
   available to be issued.
  17




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##### Table of Contents



Note 15. Condensed Consolidating Financial Statements
   Guarantor and Nonguarantor Financial Statements
  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended April 30, 2009
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Net sales
    
    $
    
    
    
    $
    
    
    
    $
    172.5
    
    
    $
    88.7
    
    
    $
    (3.0
    )
    
    $
    258.2Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    174.4
    
    
    
    87.0
    
    
    
    (2.8
    )
    
    
    258.6Gross profit
    
    
    
    
    
    
    
    
    
    
    (1.9
    )
    
    
    1.7
    
    
    
    (0.2
    )
    
    
    (0.4
    )Marketing, general, and administrative
    
    
    
    
    
    
    0.3
    
    
    
    30.1
    
    
    
    5.0
    
    
    
    
    
    
    
    35.4Equity in losses (earnings) of
subsidiaries and joint ventures
    
    
    58.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58.4
    )
    
    
    Amortization of intangibles
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    1.8
    
    
    
    
    
    
    
    2.0Asset impairments and other restructuring charges
    
    
    
    
    
    
    
    
    
    
    2.6
    
    
    
    1.6
    
    
    
    
    
    
    
    4.2Other income, net
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (1.0
    )(Loss) earnings from operations
    
    
    (58.4
    )
    
    
    (0.3
    )
    
    
    (33.9
    )
    
    
    (6.6
    )
    
    
    58.2
    
    
    
    (41.0
    )Interest expense (income), net
    
    
    
    
    
    
    17.0
    
    
    
    2.5
    
    
    
    2.5
    
    
    
    
    
    
    
    22.0Other non-operating income
    
    
    
    
    
    
    (0.1
    )
    
    
    (1.5
    )
    
    
    (0.7
    )
    
    
    
    
    
    
    (2.3
    )(Loss) earnings from operations before taxes
    
    
    (58.4
    )
    
    
    (17.2
    )
    
    
    (34.9
    )
    
    
    (8.4
    )
    
    
    58.2
    
    
    
    (60.7
    )Income tax expense (benefit)
    
    
    
    
    
    
    0.3
    
    
    
    (1.0
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (1.6
    )Consolidated net (loss) income
    
    
    (58.4
    )
    
    
    (17.5
    )
    
    
    (33.9
    )
    
    
    (7.5
    )
    
    
    58.2
    
    
    
    (59.1
    )Less: Net loss attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    (0.6
    )Net loss (income) attributable to
Hayes Lemmerz International, Inc
    
    
    (58.4
    )
    
    
    (17.5
    )
    
    
    (33.9
    )
    
    
    (6.9
    )
    
    
    58.2
    
    
    
    (58.5
    )
 18




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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended April 30, 2008
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Net sales
    
    $
    
    
    
    $
    
    
    
    $
    360.3
    
    
    $
    237.2
    
    
    $
    (23.7
    )
    
    $
    573.8Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    328.7
    
    
    
    205.1
    
    
    
    (23.7
    )
    
    
    510.1Gross profit
    
    
    
    
    
    
    
    
    
    
    31.6
    
    
    
    32.1
    
    
    
    
    
    
    
    63.7Marketing, general, and administrative
    
    
    
    
    
    
    0.3
    
    
    
    27.5
    
    
    
    11.5
    
    
    
    
    
    
    
    39.3Equity in losses (earnings) of
subsidiaries and joint ventures
    
    
    12.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12.8
    )
    
    
    Amortization of intangibles
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    2.6
    
    
    
    
    
    
    
    2.8Asset impairments and other restructuring charges
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    
    0.9
    
    
    
    
    
    
    
    3.3Other income, net
    
    
    
    
    
    
    
    
    
    
    (2.2
    )
    
    
    (1.2
    )
    
    
    
    
    
    
    (3.4
    )(Loss) earnings from operations
    
    
    (12.8
    )
    
    
    (0.3
    )
    
    
    3.7
    
    
    
    18.3
    
    
    
    12.8
    
    
    
    21.7Interest expense, net
    
    
    
    
    
    
    20.2
    
    
    
    (9.8
    )
    
    
    2.9
    
    
    
    
    
    
    
    13.3Other non-operating expense
    
    
    
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    0.8
    
    
    
    1.7(Loss) earnings from operations before taxes
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    12.6
    
    
    
    15.4
    
    
    
    12.0
    
    
    
    6.7Income tax expense
    
    
    
    
    
    
    
    
    
    
    7.5
    
    
    
    5.5
    
    
    
    
    
    
    
    13.0Consolidated net (loss) income
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    5.1
    
    
    
    9.9
    
    
    
    12.0
    
    
    
    (6.3
    )Less: Net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.5
    
    
    
    
    
    
    
    6.5Net loss (income) attributable to
Hayes Lemmerz International, Inc
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    5.1
    
    
    
    3.4
    
    
    
    12.0
    
    
    
    (12.8
    )
 19




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEETS
As of April 30, 2009
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Current Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    5.8
    
    
    $
    28.1
    
    
    $
    22.8
    
    
    $
    
    
    
    $
    56.7Receivables, net
    
    
    
    
    
    
    
    
    
    
    71.9
    
    
    
    64.9
    
    
    
    
    
    
    
    136.8Other receivables
    
    
    
    
    
    
    
    
    
    
    28.9
    
    
    
    28.9
    
    
    
    (28.9
    )
    
    
    28.9Inventories
    
    
    
    
    
    
    
    
    
    
    98.3
    
    
    
    53.5
    
    
    
    
    
    
    
    151.8Assets held for sale
    
    
    
    
    
    
    
    
    
    
    8.6
    
    
    
    
    
    
    
    
    
    
    
    8.6Prepaid expenses and other current assets
    
    
    
    
    
    
    
    
    
    
    8.4
    
    
    
    3.9
    
    
    
    (0.8
    )
    
    
    11.5Total current assets
    
    
    
    
    
    
    5.8
    
    
    
    244.2
    
    
    
    174.0
    
    
    
    (29.7
    )
    
    
    394.3Property, plant, and equipment, net
    
    
    
    
    
    
    
    
    
    
    290.4
    
    
    
    206.1
    
    
    
    (0.1
    )
    
    
    496.4Intangible and other assets, net
    
    
    (343.0
    )
    
    
    716.7
    
    
    
    530.1
    
    
    
    47.4
    
    
    
    (817.8
    )
    
    
    133.4Total assets
    
    $
    (343.0
    )
    
    $
    722.5
    
    
    $
    1,064.7
    
    
    $
    427.5
    
    
    $
    (847.6
    )
    
    $
    1,024.1Current Liabilities:Bank borrowings and other notes
    
    $
    
    
    
    $
    
    
    
    $
    17.8
    
    
    $
    16.7
    
    
    $
    
    
    
    $
    34.5Current portion of long-term debt
    
    
    
    
    
    
    509.4
    
    
    
    125.2
    
    
    
    0.7
    
    
    
    
    
    
    
    635.3Accounts payable and other accrued liabilities
    
    
    
    
    
    
    10.7
    
    
    
    172.5
    
    
    
    82.6
    
    
    
    (26.3
    )
    
    
    239.5Total current liabilities
    
    
    
    
    
    
    520.1
    
    
    
    315.5
    
    
    
    100.0
    
    
    
    (26.3
    )
    
    
    909.3Long-term debt, net of current portion
    
    
    
    
    
    
    
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    
    
    
    
    1.6Pension and other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    324.5
    
    
    
    73.6
    
    
    
    (4.4
    )
    
    
    393.7Parent loans
    
    
    
    
    
    
    5.5
    
    
    
    (134.2
    )
    
    
    151.4
    
    
    
    (22.7
    )
    
    
    Total liabilities
    
    
    
    
    
    
    525.6
    
    
    
    506.6
    
    
    
    325.8
    
    
    
    (53.4
    )
    
    
    1,304.6Stockholders Deficit:Common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Additional paid-in capital
    
    
    887.7
    
    
    
    399.9
    
    
    
    1,127.6
    
    
    
    327.7
    
    
    
    (1,855.2
    )
    
    
    887.7Retained earnings (accumulated deficit)
    
    
    (1,360.7
    )
    
    
    (255.3
    )
    
    
    (622.5
    )
    
    
    (373.2
    )
    
    
    1,251.0
    
    
    
    (1,360.7
    )Accumulated other comprehensive
income (loss)
    
    
    129.0
    
    
    
    52.3
    
    
    
    41.3
    
    
    
    95.4
    
    
    
    (189.0
    )
    
    
    129.0Total Hayes lemmerz International, Inc.
stockholders (deficit) equity
    
    
    (343.0
    )
    
    
    196.9
    
    
    
    546.4
    
    
    
    49.9
    
    
    
    (793.2
    )
    
    
    (343.0
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    11.7
    
    
    
    51.8
    
    
    
    (1.0
    )
    
    
    62.5Total stockholders (deficit) equity
    
    
    (343.0
    )
    
    
    196.9
    
    
    
    558.1
    
    
    
    101.7
    
    
    
    (794.2
    )
    
    
    (280.5
    )Total liabilities and stockholders (deficit) equity
    
    $
    (343.0
    )
    
    $
    722.5
    
    
    $
    1,064.7
    
    
    $
    427.5
    
    
    $
    (847.6
    )
    
    $
    1,024.1
 20




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEETS
As of January 31, 2009
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Current Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    5.8
    
    
    $
    61.2
    
    
    $
    40.5
    
    
    $
    
    
    
    $
    107.5Receivables, net
    
    
    
    
    
    
    
    
    
    
    84.6
    
    
    
    72.7
    
    
    
    
    
    
    
    157.3Other receivables
    
    
    
    
    
    
    
    
    
    
    15.4
    
    
    
    15.4
    
    
    
    (15.4
    )
    
    
    15.4Inventories
    
    
    
    
    
    
    
    
    
    
    100.5
    
    
    
    56.4
    
    
    
    
    
    
    
    156.9Assets held for sale
    
    
    
    
    
    
    
    
    
    
    8.1
    
    
    
    
    
    
    
    
    
    
    
    8.1Prepaid expenses and other current assets
    
    
    
    
    
    
    
    
    
    
    7.4
    
    
    
    4.3
    
    
    
    (0.8
    )
    
    
    10.9Total current assets
    
    
    
    
    
    
    5.8
    
    
    
    277.2
    
    
    
    189.3
    
    
    
    (16.2
    )
    
    
    456.1Property, plant, and equipment, net
    
    
    
    
    
    
    
    
    
    
    293.1
    
    
    
    206.2
    
    
    
    (0.1
    )
    
    
    499.2Intangible and other assets, net
    
    
    (292.9
    )
    
    
    702.7
    
    
    
    496.2
    
    
    
    48.4
    
    
    
    (813.5
    )
    
    
    140.9Total assets
    
    $
    (292.9
    )
    
    $
    708.5
    
    
    $
    1,066.5
    
    
    $
    443.9
    
    
    $
    (829.8
    )
    
    $
    1,096.2Current Liabilities:Bank borrowings and other notes
    
    $
    
    
    
    $
    
    
    
    $
    25.3
    
    
    $
    21.3
    
    
    $
    
    
    
    $
    46.6Current portion of long-term debt
    
    
    
    
    
    
    496.1
    
    
    
    125.2
    
    
    
    0.8
    
    
    
    
    
    
    
    622.1Liabilities held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accounts payable and other accrued liabilities
    
    
    
    
    
    
    6.6
    
    
    
    166.3
    
    
    
    92.4
    
    
    
    (12.8
    )
    
    
    252.5Total current liabilities
    
    
    
    
    
    
    502.7
    
    
    
    316.8
    
    
    
    114.5
    
    
    
    (12.8
    )
    
    
    921.2Long-term debt, net of current portion
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.8
    
    
    
    
    
    
    
    1.4Pension and other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    331.4
    
    
    
    73.6
    
    
    
    (4.3
    )
    
    
    400.7Parent loans
    
    
    
    
    
    
    (3.2
    )
    
    
    (50.4
    )
    
    
    143.4
    
    
    
    (89.8
    )
    
    
    Total liabilities
    
    
    
    
    
    
    499.5
    
    
    
    598.4
    
    
    
    332.3
    
    
    
    (106.9
    )
    
    
    1,323.3Stockholders Deficit:Common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Additional paid-in capital
    
    
    887.1
    
    
    
    399.9
    
    
    
    1,077.8
    
    
    
    334.9
    
    
    
    (1,812.6
    )
    
    
    887.1Retained earnings (accumulated deficit)
    
    
    (1,302.1
    )
    
    
    (237.8
    )
    
    
    (590.7
    )
    
    
    (364.0
    )
    
    
    1,192.5
    
    
    
    (1,302.1
    )Accumulated other comprehensive
income (loss)
    
    
    121.1
    
    
    
    46.9
    
    
    
    (30.6
    )
    
    
    85.5
    
    
    
    (101.8
    )
    
    
    121.1Total Hayes lemmerz International, Inc.
stockholders (deficit) equity
    
    
    (292.9
    )
    
    
    209.0
    
    
    
    456.5
    
    
    
    56.4
    
    
    
    (721.9
    )
    
    
    (292.9
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    11.6
    
    
    
    55.2
    
    
    
    (1.0
    )
    
    
    65.8Total stockholders (deficit) equity
    
    
    (292.9
    )
    
    
    209.0
    
    
    
    468.1
    
    
    
    111.6
    
    
    
    (722.9
    )
    
    
    (227.1
    )Total liabilities and stockholders (deficit) equity
    
    $
    (292.9
    )
    
    $
    708.5
    
    
    $
    1,066.5
    
    
    $
    443.9
    
    
    $
    (829.8
    )
    
    $
    1,096.2
 21




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended April 30, 2009
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash flows used for operating activities
    
    $
    
    
    
    $
    (8.9
    )
    
    $
    (14.8
    )
    
    $
    (9.4
    )
    
    $
    
    
    
    $
    (33.1
    )Cash flows from investing activities:Purchase of property, plant,
equipment, and tooling
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    (1.5
    )
    
    
    
    
    
    
    (2.5
    )Investments in subsidiaries
    
    
    (0.6
    )
    
    
    (0.2
    )
    
    
    4.2
    
    
    
    (1.6
    )
    
    
    (1.8
    )
    
    
    Proceeds from sale of assets
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    0.2Cash provided by (used for) investing activities
    
    
    (0.6
    )
    
    
    (0.2
    )
    
    
    3.4
    
    
    
    (3.1
    )
    
    
    (1.8
    )
    
    
    (2.3
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    
    
    
    
    
    
    
    
    (8.2
    )
    
    
    (4.0
    )
    
    
    
    
    
    
    (12.2
    )Proceeds from long term debt
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    0.2Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Dividends paid to minority shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.7
    )
    
    
    
    
    
    
    (3.7
    )Proceeds from parent investments
    
    
    0.6
    
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
    
    
    
    Cash (used for) provided by financing activities
    
    
    0.6
    
    
    
    
    
    
    
    (8.6
    )
    
    
    (7.8
    )
    
    
    
    
    
    
    (15.8
    )(Decrease) increase in parent loans
and advances
    
    
    
    
    
    
    8.3
    
    
    
    (12.7
    )
    
    
    2.6
    
    
    
    1.8
    
    
    
    Cash flows from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    
    
    
    
    
    
    
    
    (0.7
    )Effect of exchange rates on cash and cash
equivalents
    
    
    
    
    
    
    0.8
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    1.1(Decrease) increase in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (33.1
    )
    
    
    (17.7
    )
    
    
    
    
    
    
    (50.8
    )Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    5.8
    
    
    
    61.2
    
    
    
    40.5
    
    
    
    
    
    
    
    107.5Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    5.8
    
    
    $
    28.1
    
    
    $
    22.8
    
    
    $
    
    
    
    $
    56.7
 22




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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended April 30, 2008
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash flows used for operating activities
    
    $
    
    
    
    $
    (14.8
    )
    
    $
    (9.3
    )
    
    $
    (6.9
    )
    
    $
    (0.8
    )
    
    $
    (31.8
    )Cash flows from investing activities:Purchase of property, plant,
equipment, and tooling
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    (11.8
    )
    
    
    
    
    
    
    (19.2
    )Investments in subsidiaries
    
    
    
    
    
    
    (0.6
    )
    
    
    (29.3
    )
    
    
    (35.4
    )
    
    
    65.3
    
    
    
    Proceeds from sale of assets
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    
    
    
    
    0.5Cash (used for) provided by investing activities
    
    
    
    
    
    
    (0.6
    )
    
    
    (36.4
    )
    
    
    (47.0
    )
    
    
    65.3
    
    
    
    (18.7
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    2.1Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Dividends paid to minority shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.3
    )
    
    
    
    
    
    
    (7.3
    )Proceeds from parent investments
    
    
    
    
    
    
    
    
    
    
    38.7
    
    
    
    27.8
    
    
    
    (66.5
    )
    
    
    Cash provided by (used for) financing activities
    
    
    
    
    
    
    
    
    
    
    38.7
    
    
    
    22.5
    
    
    
    (66.5
    )
    
    
    (5.3
    )(Decrease) increase in parent loans
and advances
    
    
    
    
    
    
    (25.9
    )
    
    
    (5.4
    )
    
    
    29.3
    
    
    
    2.0
    
    
    
    Effect of exchange rates on cash and cash
equivalents
    
    
    
    
    
    
    2.3
    
    
    
    0.6
    
    
    
    (0.5
    )
    
    
    
    
    
    
    2.4Decrease in cash and cash equivalents
    
    
    
    
    
    
    (39.0
    )
    
    
    (11.8
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    (53.4
    )Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    84.7
    
    
    
    30.3
    
    
    
    45.2
    
    
    
    
    
    
    
    160.2Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    45.7
    
    
    $
    18.5
    
    
    $
    42.6
    
    
    $
    
    
    
    $
    106.8
 23




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##### Table of Contents



Note 16. Subsequent Events
     
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Summary and Chapter 11 Matters
  Company Overview
    24




---



##### Table of Contents



Chapter 11 Bankruptcy Filings
    www.hayeslemmerzreorg.com
 Chapter 11 Process
    25




---



##### Table of Contents



Chapter 11 Financing
  26




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##### Table of Contents



Results of Operations
 Consolidated Results  Comparison of the Three Months Ended April 30, 2009 to the Three Months
Ended April 30, 2008
  27




---



##### Table of Contents



Three Months Ended April 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeNet sales:Automotive Wheels
    
    $
    247.1
    
    
    $
    562.0
    
    
    $
    (314.9
    )
    
    
    (56.0
    %)Other
    
    
    11.1
    
    
    
    11.8
    
    
    
    (0.7
    )
    
    
    (5.9
    %)Total
    
    $
    258.2
    
    
    $
    573.8
    
    
    $
    (315.6
    )
    
    
    (55.0
    %)Gross profit
    
    $
    (0.4
    )
    
    $
    63.7
    
    
    $
    (64.1
    )
    
    
    (100.6
    %)Marketing, general, and administrative
    
    
    35.4
    
    
    
    39.3
    
    
    
    (3.9
    )
    
    
    (9.9
    %)Amortization of intangibles
    
    
    2.0
    
    
    
    2.8
    
    
    
    (0.8
    )
    
    
    (28.6
    %)Asset impairments and other restructuring charges
    
    
    4.2
    
    
    
    3.3
    
    
    
    0.9
    
    
    
    27.3
    %Other income, net
    
    
    (1.0
    )
    
    
    (3.4
    )
    
    
    2.4
    
    
    
    (70.6
    %)Loss (earnings) from operations
    
    
    (41.0
    )
    
    
    21.7
    
    
    
    (62.7
    )
    
    
    (288.9
    %)Interest expense, net
    
    
    22.0
    
    
    
    13.3
    
    
    
    8.7
    
    
    
    65.4
    %Other non-operating (income) expense
    
    
    (2.3
    )
    
    
    1.7
    
    
    
    (4.0
    )
    
    
    (235.3
    %)(Loss) earnings from operations before taxes
    
    
    (60.7
    )
    
    
    6.7
    
    
    
    (67.4
    )
    
    
    (1006.0
    %)Income tax (benefit) expense
    
    
    (1.6
    )
    
    
    13.0
    
    
    
    (14.6
    )
    
    
    112.3
    %Consolidated net loss
    
    
    (59.1
    )
    
    
    (6.3
    )
    
    
    (52.8
    )
    
    
    (838.1
    %)Less: Net (loss) income attributable to noncontrolling interest
    
    
    (0.6
    )
    
    
    6.5
    
    
    
    (7.1
    )
    
    
    109.2
    %Net loss attributable to Hayes Lemmerz International, Inc
    
    $
    (58.5
    )
    
    $
    (12.8
    )
    
    $
    (45.7
    )
    
    
    (357.0
    %)
 Sales
  Gross profit
  Marketing, general, and administrative
  Asset impairments and other restructuring charges
  28




---



##### Table of Contents



Other income, net
  Interest expense, net
  Other non-operating (income) expense
  Income tax (benefit) expense
  Net loss
  29




---



##### Table of Contents



Segment Results  Comparison of the Three Months Ended April 30, 2009 to the Three Months Ended
April, 30, 2008
 Automotive Wheels
  Three Months Ended April 30,2009
    
    
    2008
    
    
    $ ChangeNet sales
    
    $
    247.1
    
    
    $
    562.0
    
    
    $
    (314.9
    )Asset impairments and other restructuring charges:Facility closure costs
    
    $
    0.6
    
    
    $
    0.3
    
    
    $
    0.3Impairment of facility, machinery, and equipment
    
    
    0.6
    
    
    
    2.7
    
    
    
    (2.1
    )Severance and other restructuring costs
    
    
    2.4
    
    
    
    0.1
    
    
    
    2.3Total asset impairments and other restructuring charges
    
    $
    3.6
    
    
    $
    3.1
    
    
    $
    0.5(Loss) earnings from operations
    
    $
    (30.2
    )
    
    $
    16.8
    
    
    $
    (47.0
    )
 Net sales
  Asset impairments and other restructuring charges
  (Loss) earnings from operations
  Other
  Three Months Ended April 30,2009
    
    2008
    
    $ ChangeNet sales
    
    $
    11.1
    
    
    $
    11.8
    
    
    $
    (0.7
    )Total asset impairments and other restructuring charges
    
    
    0.6
    
    
    
    0.2
    
    
    
    0.4(Loss) earnings from operations
    
    
    (10.8
    )
    
    
    4.9
    
    
    
    (15.7
    )
 Net Sales
  30




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##### Table of Contents



Asset impairments and other restructuring charges
  (Loss) earnings from operations
  Liquidity and Capital Resources
 Sources of Liquidity
    Executive Summary and
Chapter 11 MattersChapter 11 Financing
 Capital Resources
    
  31




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##### Table of Contents



Cash Flows
 Operating Activities:
 Investing Activities:
 Financing Activities:
 Off Balance Sheet Arrangements
    Credit Ratings
  S&P
    
    Moodys
    
    FitchCorporate rating
    
    CCC+
    
    Caa3
    
    CBank debt rating
    
    B-
    
    Caa2
    
    CC/RR3Senior Notes rating
    
    CCC-
    
    Ca
    
    C/RR6
   32




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##### Table of Contents



New Accounting Pronouncements
   available to be issued.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Note 13, Derivative Instruments and Hedging
Activities
 
 Item 4. Controls and Procedures
  33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Risks Related to our Bankruptcy Filings
 We filed for protection under Chapter 11 of the Bankruptcy Code on May 11, 2009.
  
    
    Actions and decisions of our creditors and other third parties with interests in our
Chapter 11 proceedings, which may be inconsistent with our plans;
    
    Our ability to obtain court approval with respect to motions in the Chapter 11
proceedings made from time to time;
    
    Our ability to develop, prosecute, confirm, and consummate a plan of reorganization with
respect to the Chapter 11 proceedings;
    
    Our ability to obtain and maintain commercially reasonable terms with vendors and
service providers;
    
    Our ability to maintain contracts that are critical to our operations;
    
    Our ability to retain management and other key individuals; and
    
    Risks associated with third parties seeking and obtaining court approval to terminate
or shorten the exclusivity period for us to propose and confirm a plan of reorganization,
to appoint a trustee under Chapter 11, or to convert the cases into liquidations under
Chapter 7 of the Bankruptcy Code.
  34




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##### Table of Contents



Our liquidity position imposes significant challenges to our ability to continue our operations.
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of
OperationsExecutive Summary and Chapter 11 MattersChapter 11 Financing
 Our stock is no longer listed on a national securities exchange. It will likely be more difficult
for stockholders and investors to sell our common stock or to obtain accurate quotations of the
share price of our common stock.
  During the pendency of our Chapter 11 proceedings, our financial results may be unstable and may
not reflect historical trends.
  35




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##### Table of Contents



Any ownership change of the Company could limit our ability to use our net operating loss
carryforwards.
  Risks Related to our Business
 Our business depends on the automotive industry, and reductions in the demand for new vehicles will
adversely affect our business.
  We depend on a small number of significant customers.
  Our customers cost cutting efforts and purchasing practices may adversely impact our business.
  36




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##### Table of Contents



We operate in the highly competitive automotive supply industry.
    We may be unable to maintain trade credit with our suppliers.
  Increased cost of supplies and raw materials could affect our financial health.
   37




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##### Table of Contents



The financial distress of our suppliers could harm our results of operations.
  We have significant international operations that subject us to risks not faced by domestic
competitors.
  
    
    agreements may be difficult to enforce and receivables difficult to collect through a
foreign countrys legal system;
    
    foreign customers may have longer payment cycles;
    
    foreign countries may impose additional withholding taxes or otherwise tax our foreign
income, impose tariffs or adopt other restrictions on foreign trade or investment,
including foreign exchange controls;
    
    foreign laws or regulations may restrict our ability to repatriate cash from foreign
operations;
    
    necessary export licenses or customs clearances may be difficult to obtain;
    
    intellectual property rights may be more difficult to enforce in foreign countries;
    
    political or economic conditions or exposure to local social unrest, including any
resultant acts of war, terrorism or similar events in the countries in which we operate
could have an adverse effect on our earnings from operations in those countries;
    
    unexpected adverse changes in foreign laws or regulatory requirements may occur;
    
    compliance with a variety of foreign laws and regulations may be difficult;
    
    in certain countries we are subject to nationwide collective labor agreements that we
did not negotiate;
    
    labor laws in certain countries may make it more difficult or expensive to reduce our
labor force in response to reduced demand;
    
    differing foreign tax structures may subject us to additional taxes or affect our
ability to repatriate cash from our foreign subsidiaries;
    
    fluctuations in exchange rates between the operating currencies of our international
operations relative to the US dollar may adversely affect the value of our international
assets and results of operations as reported in US dollars, as well as the comparability of
period-to-period results of operations; and
    
    an inability to use the financing provided by the DIP Credit Agreement to fund our
foreign operations could result in local insolvency proceedings in certain foreign
jurisdictions.
  Unexpected equipment failures, delays in deliveries, or catastrophic loss at any of our
manufacturing facilities could lead to production curtailments or shutdowns.
  38




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##### Table of Contents



We may not be able to successfully implement our planned operational improvements or realize the
benefits of those plans already implemented.
  We may not be able to timely or successfully launch new products.
  Our success will depend on our ability to attract and retain qualified employees.
  We might fail to adequately protect our intellectual property or third parties might assert that
our technologies infringe on their intellectual property.
 Legal Proceedings
 Our products may be rendered obsolete or less attractive by changes in regulatory requirements or
competitive technologies.
  39




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##### Table of Contents



A high percentage of our customers employees and certain of our employees are unionized or covered
by collective bargaining agreements.
  We are subject to potential exposure to environmental liabilities.
  We may suffer future asset impairments and other restructuring charges, including write downs of
intangible assets.
  The nature of our business exposes us to product liability, recall, and warranty claims and other
legal proceedings.
  Our pension and other postretirement employee benefits expense could materially increase.
  40




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##### Table of Contents



Risks Related to Our Capital Structure
 We have substantial levels of debt and debt service that will divert a significant amount of cash
from our business operations.
  
    
    requiring a substantial portion of our cash flow from operations to be dedicated to debt
service and therefore not available for our operations, capital expenditures, and future
business opportunities;
    
    increasing our vulnerability to a downturn in general economic conditions or in our
business;
    
    limiting our ability to adjust to changing market conditions, placing us at a
competitive disadvantage compared to our competitors that have relatively less debt; and
    
    limiting our ability to obtain additional financing or access additional funds under the
DIP New Credit Agreement for capital expenditures, working capital, or general corporate
purposes.
   We may not be able to fund required capital expenditures, and for that and other reasons we may
need additional financing in the future, which we may be unable to obtain.
  41




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##### Table of Contents



Our exposure to variable interest rates and foreign currency fluctuations may negatively affect our
results.
  Our credit rating may be downgraded in the future.
  
 Item 2. Changes in Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 
 
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  42




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##### Table of Contents



Item 6. Exhibits
 10.17
    
    Amendment No. 2, dated as of May 12, 2009, to Second Amended and
Restated Credit Agreement, dated as of May 30, 2007, as amended by
Amendment No. 1, dated as of January 30, 2009, by and among Hayes
Lemmerz International, Inc., HLI Operating Company, Inc., Hayes
Lemmerz Finance LLCLuxembourg S.C.A., the Lenders named therein,
Deutsche Bank AG, New York Branch, as DIP Administrative Agent,
Deutsche Bank Securities Inc. and General Electric Capital
Corporation, as Joint Book-Running Lead Managers, Joint Lead
Arrangers, and Joint Syndication Agents for the DIP Facilities, and
Deutsche Bank Securities Inc., as Documentation Agent for the DIP
Facilities (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K, filed on May 29, 2009).10.18
    
    Second Amended and Restated Credit Agreement, dated as of May 30,
2007, as amended by Amendment No. 1, dated as of January 30, 2009,
as further amended by Amendment No. 2, dated as of May 12, 2009, by
and among HLI Operating Company, Inc., as U.S. Borrower, Hayes
Lemmerz Finance LLCLuxembourg S.C.A., as Luxembourg Borrower, Hayes
Lemmerz International, Inc. and the other Debtors, each Lender party
thereto, each DIP Lender named therein, Citicorp North America,
Inc., as Pre-petition Administrative Agent, Deutsche Bank Trust
Company Americas, as DIP Administrative Agent, Deutsche Bank
Securities Inc., as Pre-petition Syndication Agent, Citicorp North
America, Inc., as Pre-petition Documentation Agent, Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc., as Joint
Book-Running Lead Managers and Joint Lead Arrangers for the
Pre-petition Facilities, and Deutsche Bank Securities Inc. and
General Electric Capital Corporation, as Joint Book-Running Lead
Managers, Joint Lead Arrangers, and Syndication Agents (incorporated
by reference to Exhibit 10.2 to our Current Report on Form 8-K,
filed on May 29, 2009).10.19
    
    Guaranty, dated as of May 12, 2009, by and between the Debtors named
therein and Deutsche Bank AG, New York Branch, as DIP Administrative
Agent (incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K, filed on May 29, 2009).10.20
    
    Depositary Agreement, dated as of May 12, 2009, by and among HLI
Operating Company, Inc., as U.S. Borrower, Hayes Lemmerz Finance
LLCLuxembourg, S.C.A., as Luxembourg Borrower, Deutsche Bank AG,
New York Branch, as DIP Administrative Agent, and Deutsche Bank
Trust Company Americas, as Depositary (incorporated by reference to
Exhibit 10.4 to our Current Report on Form 8-K, filed on May 29,
2009).10.21
    
    Amendment No. 3, dated as of May 19, 2009, to Second Amended and
Restated Credit Agreement, dated as of May 30, 2007, as amended by
Amendment No. 1, dated as of January 30, 2009, as further amended by
Amendment No. 2, dated as of May 12, 2009, by and among Hayes
Lemmerz International, Inc., HLI Operating Company, Inc., Hayes
Lemmerz Finance LLCLuxembourg S.C.A., the Lenders named therein,
Deutsche Bank AG, New York Branch, as DIP Administrative Agent,
Deutsche Bank Securities Inc. and General Electric Capital
Corporation, as Joint Book-Running Lead Managers, Joint Lead
Arrangers, and Joint Syndication Agents for the DIP Facilities, and
Deutsche Bank Securities Inc., as Documentation Agent for the DIP
Facilities (incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K, filed on May 29, 2009).31.1
    
    Certification of Curtis J. Clawson, Chairman of the Board,
President, and Chief Executive Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification Mark A. Brebberman, Vice President, 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 Mark A. Brebberman, Vice President, 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. 43




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##### Table of Contents



SIGNATURES
  HAYES LEMMERZ INTERNATIONAL, INC./s/       MARK A. BREBBERMANMark A. BrebbermanVice President and Chief Financial Officer
  44




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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.
 
 10-Q EXHIBIT INDEX
 10.17
    
    Amendment No. 2, dated as of May 12, 2009, to Second Amended and
Restated Credit Agreement, dated as of May 30, 2007, as amended by
Amendment No. 1, dated as of January 30, 2009, by and among Hayes
Lemmerz International, Inc., HLI Operating Company, Inc., Hayes
Lemmerz Finance LLCLuxembourg S.C.A., the Lenders named therein,
Deutsche Bank AG, New York Branch, as DIP Administrative Agent,
Deutsche Bank Securities Inc. and General Electric Capital
Corporation, as Joint Book-Running Lead Managers, Joint Lead
Arrangers, and Joint Syndication Agents for the DIP Facilities, and
Deutsche Bank Securities Inc., as Documentation Agent for the DIP
Facilities (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K, filed on May 29, 2009).10.18
    
    Second Amended and Restated Credit Agreement, dated as of May 30,
2007, as amended by Amendment No. 1, dated as of January 30, 2009,
as further amended by Amendment No. 2, dated as of May 12, 2009, by
and among HLI Operating Company, Inc., as U.S. Borrower, Hayes
Lemmerz Finance LLCLuxembourg S.C.A., as Luxembourg Borrower, Hayes
Lemmerz International, Inc. and the other Debtors, each Lender party
thereto, each DIP Lender named therein, Citicorp North America,
Inc., as Pre-petition Administrative Agent, Deutsche Bank Trust
Company Americas, as DIP Administrative Agent, Deutsche Bank
Securities Inc., as Pre-petition Syndication Agent, Citicorp North
America, Inc., as Pre-petition Documentation Agent, Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc., as Joint
Book-Running Lead Managers and Joint Lead Arrangers for the
Pre-petition Facilities, and Deutsche Bank Securities Inc. and
General Electric Capital Corporation, as Joint Book-Running Lead
Managers, Joint Lead Arrangers, and Syndication Agents (incorporated
by reference to Exhibit 10.2 to our Current Report on Form 8-K,
filed on May 29, 2009).10.19
    
    Guaranty, dated as of May 12, 2009, by and between the Debtors named
therein and Deutsche Bank AG, New York Branch, as DIP Administrative
Agent (incorporated by reference to Exhibit 10.3 to our Current
Report on Form 8-K, filed on May 29, 2009).10.20
    
    Depositary Agreement, dated as of May 12, 2009, by and among HLI
Operating Company, Inc., as U.S. Borrower, Hayes Lemmerz Finance
LLCLuxembourg, S.C.A., as Luxembourg Borrower, Deutsche Bank AG,
New York Branch, as DIP Administrative Agent, and Deutsche Bank
Trust Company Americas, as Depositary (incorporated by reference to
Exhibit 10.4 to our Current Report on Form 8-K, filed on May 29,
2009).10.21
    
    Amendment No. 3, dated as of May 19, 2009, to Second Amended and
Restated Credit Agreement, dated as of May 30, 2007, as amended by
Amendment No. 1, dated as of January 30, 2009, as further amended by
Amendment No. 2, dated as of May 12, 2009, by and among Hayes
Lemmerz International, Inc., HLI Operating Company, Inc., Hayes
Lemmerz Finance LLCLuxembourg S.C.A., the Lenders named therein,
Deutsche Bank AG, New York Branch, as DIP Administrative Agent,
Deutsche Bank Securities Inc. and General Electric Capital
Corporation, as Joint Book-Running Lead Managers, Joint Lead
Arrangers, and Joint Syndication Agents for the DIP Facilities, and
Deutsche Bank Securities Inc., as Documentation Agent for the DIP
Facilities (incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K, filed on May 29, 2009).31.1
    
    Certification of Curtis J. Clawson, Chairman of the Board,
President, and Chief Executive Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification Mark A. Brebberman, Vice President, 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 Mark A. Brebberman, Vice President, 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. 45