##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    July 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-50303
      Hayes Lemmerz International,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

32-0072578(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)15300 Centennial Drive
    Northville, Michigan

48168(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (734) 737-5000
   þ o
  non-accelerated Rule 12b-2
 o þ o
  Rule 12b-2 o þ
    þ o




---



##### 



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

Financial
    Statements


3Consolidated
    Statements of Operations


3Condensed
    Consolidated Balance Sheets


4Consolidated
    Statements of Cash Flows


5Consolidated
    Statements of Changes in Stockholders Equity
    (Deficit)


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


37Item 4.

Controls and
    Procedures


38PART II.  OTHER
    INFORMATIONItem 1.

Legal
    Proceedings


39Item 1A.

Risk
    Factors


39Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


39Item 3.

Defaults upon
    Senior Securities


39Item 4.

Submission of
    Matters to a Vote of Security Holders


39Item 5.

Other
    Information


39Item 6.

Exhibits


40Signatures


41Certification of Curtis J. Clawson, Chairman of the Board, President and CEOCertification of James A. Yost, Vice President, Finance, and CFOCertification of Curtis J. Clawson, Chairman of the Board, President and CEOCertification of James A. Yost, Vice President, Finance, and CFO   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 of that year and ending January
    31 of the following year (e.g., fiscal 2006 means the period
    beginning February 1, 2006, and ending January 31,
    2007). 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 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 overseas; (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; (8) our ability to divest non-core assets and
    businesses; and (9) the risks described in our most recent
    Annual Report on
    Form 10-K.
    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




---



##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded July 31,


Ended July 31,


Ended July 31,


Ended July 31,2006


2005


2006


2005(Unaudited)(Dollars in millions, except per share amounts)Net sales

$
583.4


$
556.0


$
1,156.2


$
1,145.2Cost of goods sold


526.4



520.5



1,046.8



1,051.8Gross profit


57.0



35.5



109.4



93.4Marketing, general, and
    administrative


43.6



44.4



83.5



85.5Asset impairments and other
    restructuring charges


2.9



33.0



6.6



33.8Other (income) expense, net


(0.3
)


6.7



1.1



9.5Earnings (loss) from operations


10.8



(48.6
)


18.2



(35.4
)Interest expense, net


20.1



16.3



37.4



31.0Other non-operating (income)
    expense


(0.2
)


0.2







0.4Loss from continuing operations
    before taxes and minority interest


(9.1
)


(65.1
)


(19.2
)


(66.8
)Income tax expense


15.3



3.8



20.9



8.6Loss from continuing operations
    before minority interest


(24.4
)


(68.9
)


(40.1
)


(75.4
)Minority interest


2.5



2.5



4.4



5.1Loss from continuing operations


(26.9
)


(71.4
)


(44.5
)


(80.5
)Income from discontinued
    operations, net of tax of $0.2 and $0.4, respectively






1.1







2.5Net loss

$
(26.9
)

$
(70.3
)

$
(44.5
)

$
(78.0
)Loss per common share
    dataBasic and diluted:Loss from continuing operations

$
(0.70
)

$
(1.88
)

$
(1.17
)

$
(2.13
)Income from discontinued operations






0.03







0.07Net loss

$
(0.70
)

$
(1.85
)

$
(1.17
)

$
(2.06
)Weighted average shares
    outstanding (in millions)


38.2



37.9



38.1



37.9    3




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  July 31,


January 31,2006


2006(Unaudited)(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

$
66.5


$
42.5Receivables


277.3



255.6Other receivables


36.3



101.0Inventories


210.9



179.9Prepaid expenses and other current
    assets


18.8



23.5Total current assets


609.8



602.5Property, plant, and equipment, net


744.3



758.1Goodwill


207.7



197.8Intangible assets, net


184.1



187.7Other assets


44.9



53.1Total assets

$
1,790.8


$
1,799.2LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Bank borrowings and other notes

$
26.1


$
25.5Current portion of long-term debt


21.5



19.2Accounts payable and accrued
    liabilities


375.7



367.8Total current liabilities


423.3



412.5Long-term debt, net of current
    portion


677.5



684.3Deferred tax liabilities


59.4



62.7Pension and other long-term
    liabilities


415.2



409.2Redeemable preferred stock of
    subsidiary


12.2



12.1Minority interest


38.5



35.1Commitments and contingencies






Stockholders equity:Preferred stock,
    1,000,000 shares authorized, none issued or outstanding at
    July 31, 2006 or January 31, 2006






Common stock, par value
    $0.01 per share:100,000,000 shares
    authorized; 38,374,914 and 37,991,269 issued and outstanding at
    July 31, 2006 and January 31, 2006, respectively


0.4



0.4Additional paid in capital


676.9



675.9Accumulated deficit


(610.8
)


(566.3
)Accumulated other comprehensive
    income


98.2



73.3Total stockholders equity


164.7



183.3Total liabilities and
    stockholders equity

$
1,790.8


$
1,799.2    4




---



##### Table of Contents



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


Six MonthsEnded July 31,


Ended July 31,2006


2005(Unaudited)(Dollars in millions)Cash flows from operating
    activities:Loss from continuing operations

$
(44.5
)

$
(80.5
)Adjustments to reconcile net loss
    from operations to net cash provided by (used for) operating
    activities:Depreciation and amortization


67.6



87.8Interest income resulting from
    fair value adjustment of Series A Warrants and
    Series B Warrants






(0.2
)Change in deferred income taxes


9.3



(9.1
)Asset impairments


0.7



30.8Minority interest


4.4



5.1Subsidiary preferred stock
    dividends accrued






0.4Equity compensation expense


1.0



2.9Loss on sale of assets and
    businesses


0.4



3.4Amortization of deferred financing
    fees


2.9



3.8Changes in operating assets and
    liabilities that increase (decrease) cash flows:Receivables


(13.0
)


(40.3
)Other receivables


64.7



(2.8
)Inventories


(26.7
)


(13.4
)Prepaid expenses and other


4.4



(8.6
)Accounts payable and accrued
    liabilities


(9.4
)


3.0Cash provided by (used for)
    operating activities


61.8



(17.7
)Cash flows from investing
    activities:Purchase of property, plant,
    equipment, and tooling


(30.4
)


(67.7
)Proceeds from sale of assets


0.9



(0.1
)Capital contributed by minority
    shareholders


0.4



Cash used for investing activities


(29.1
)


(67.8
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facilities


(0.7
)


(0.1
)Redemption of Term Loan B,
    net of related fees






(72.7
)Proceeds from Term Loan C






150.0Bank finance fees paid


(2.9
)


Borrowing (repayment) of long-term
    debt


(5.6
)


12.3Dividends paid to minority
    shareholders


(1.0
)


Cash (used for) provided by
    financing activities


(10.2
)


89.5Net cash used for operating
    activities (discontinued operations)






(0.5
)Net cash used for investing
    activities (discontinued operations)






(0.4
)Net cash provided by financing
    activities (discontinued operations)






Effect of exchange rate changes on
    cash and cash equivalents


1.5



(0.4
)Increase in cash and cash
    equivalents


24.0



2.7Cash and cash equivalents at
    beginning of period


42.5



34.9Cash and cash equivalents at end
    of period

$
66.5


$
37.6Supplemental data:Cash paid for interest

$
35.3


$
26.6Cash paid for income taxes

$
8.8


$
12.4    5




---



##### Table of Contents



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


AccumulatedEarnings


OtherPar


Paid in


(Accumulated


ComprehensiveShares


Value


Capital


Deficit)


Income


Total(Unaudited)(Dollars in millions, except share amounts)Balance 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 issued for vested RSUs


378,572



















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


5,073



















Equity compensation expense










1.0











1.0Balance at July 31, 2006


38,374,914


$
0.4


$
676.9


$
(610.8
)

$
98.2


$
164.7Balance at January 31, 2005


37,865,962


$
0.4


$
670.6


$
(108.8
)

$
139.1


$
701.3Comprehensive income:Net loss














(78.0
)






(78.0
)Currency translation adjustment


















(63.2
)


(63.2
)Total comprehensive income






















(141.2
)Shares issued for vested RSUs


116,921



















Equity compensation expense










2.9











2.9Balance at July 31, 2005


37,982,883


$
0.4


$
673.5


$
(186.8
)

$
75.9


$
563.0    6




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Three and Six Months Ended July 31, 2006 and 2005
 (Unaudited)
 (Dollars in millions, unless otherwise stated)
  Note 1.
    Description
    of Business  Form 10-K
  Description
    of Business
      Note 2.
    Basis of
    Presentation        Note 3.
    Stock-Based
    Compensation     7




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      fair-value-based
  Share-Based
    WeightedNumber of


AverageShares


Exercise PriceOutstanding at January 31,
    2006


1,725,861


$
13.55Granted






Exercised






Canceled


(40,407
)


13.93Outstanding at April 30, 2006


1,685,454


$
13.54Granted






Exercised






Canceled


(232,552
)


13.77Outstanding at July 31, 2006


1,452,902


$
13.50Balance exercisable at:April 30, 2006


1,685,454


$
13.54July 31, 2006


1,452,902


$
13.50  8




---



##### Table of Contents



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


Six MonthsEnded July 31,


Ended July 31,2005


2005Net loss:As reported

$
(70.3
)

$
(78.0
)Pro forma


(70.9
)


(79.4
)Basic and diluted loss per share:As reported

$
(1.85
)

$
(2.06
)Pro forma


(1.87
)


(2.09
)     WeightedNumber of


Average GrantShares


Date Fair ValueNonvested at January 31, 2006


1,348,010


$
12.23Granted






Vested


(1,782
)


14.49Forfeited


(130,919
)


12.45Nonvested at April 30, 2006


1,215,309


$
12.21Granted






Vested


(355,671
)


12.24Forfeited


(72,007
)


12.21Nonvested at July 31, 2006


787,631


$
12.14       Note 4.
    Inventories    July 31,


January 31,2006


2006Raw materials

$
52.3


$
41.5Work-in-process


40.8



38.8Finished goods


77.6



61.5Spare parts and supplies


40.2



38.1Total

$
210.9


$
179.9   Note 5.
    Assets
    Held for Sale   9




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 6.
    Discontinued
    Operations        Three Months


Six MonthsEnded July 31,


Ended July 31,2005


2005Net sales

$
28.3


$
57.1Earnings before income tax expense,

$
1.3


$
2.9Income tax expense


0.2



0.4Net income

$
1.1


$
2.5   Note 7.
    Bank
    Borrowings, Other Notes, and Long-Term Debt      July 31,


January 31,2006


2006Various foreign bank and
    government loans maturing through 2006, weighted average
    interest rates of 5.7% and 5.6% at July 31, 2006 and
    January 31, 2006, respectively

$
18.6


$
18.4Term Loan B maturing 2009,
    weighted average interest rate of 8.8% and 7.7% at July 31,
    2006 and January 31, 2006, respectively


330.1



332.4Term Loan C maturing 2010,
    weighted average interest rate of 11.5% and 9.9% at
    July 31, 2006 and January 31, 2006, respectively


150.0



150.0101/2% Senior
    Notes due 2010, net of discount of $0.5 million and
    $0.8 million at July 31, 2006 and January 31,
    2006, respectively


162.0



161.7Mortgage note payable maturing
    June 3, 2008


21.9



22.0Capital lease obligations


16.4



19.0699.0



703.5Less current portion of long-term
    debt


21.5



19.2Long-term debt

$
677.5


$
684.3  10




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Credit
    Facility
          Senior
    Notes
  1 2 1 2
       11




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Early
    Repayment of Long-Term Debt
    Other
    Financing
    Note 8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions      US Plans


International PlansPension Benefits


Other Benefits


Pension BenefitsThree Months Ended July 31,2006


2005


2006


2005


2006


2005Service cost

$
0.3


$
0.2


$



$
0.1


$
0.2


$
0.3Interest cost


2.8



2.7



2.7



2.6



1.5



2.0Expected return on plan assets


(2.7
)


(2.3
)










(0.1
)


0.1Amortization of net loss


















0.1



0.1Net periodic benefit cost

$
0.4


$
0.6


$
2.7


$
2.7


$
1.7


$
2.5   Six Months Ended July 31,2006


2005


2006


2005


2006


2005Service cost

$
0.5


$
0.5


$



$
0.1


$
0.5


$
0.5Interest cost


5.6



5.4



5.3



5.3



3.0



4.0Expected return on plan assets


(5.4
)


(4.7
)










(0.3
)


0.1Amortization of net loss


















0.1



0.2Net periodic benefit cost

$
0.7


$
1.2


$
5.3


$
5.4


$
3.3


$
4.8  12




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Note 9.
    Asset
    Impairments and Other Restructuring Charges    Three Months Ended July 31, 2006AutomotiveWheels


Components


Other


TotalFacility closure costs

$
1.2


$



$



$
1.2Impairment of land, building,
    machinery, equipment, and tooling










0.5



0.5Severance and other restructuring
    costs


0.1



1.0



0.1



1.2Total

$
1.3


$
1.0


$
0.6


$
2.9   Three Months Ended July 31, 2005AutomotiveWheels


Components


Other


TotalFacility closure costs

$
0.9


$



$



$
0.9Impairment of machinery,
    equipment, and tooling


0.6



30.0







30.6Severance and other restructuring
    costs


1.5











1.5Total

$
3.0


$
30.0


$



$
33.0   Six Months Ended July 31, 2006AutomotiveWheels


Components


Other


TotalFacility closure costs

$
1.5


$



$



$
1.5Impairment of land, building,
    machinery, equipment, and tooling


0.2



0.1



0.5



0.8Severance and other restructuring
    costs


1.6



2.0



0.7



4.3Total

$
3.3


$
2.1


$
1.2


$
6.6   Six Months Ended July 31, 2005AutomotiveWheels


Components


Other


TotalFacility closure costs

$
1.2


$



$



$
1.2Impairment of machinery,
    equipment, and tooling


0.8



30.0







30.8Severance and other restructuring
    costs


1.8











1.8Total

$
3.8


$
30.0


$



$
33.8  13




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Asset
    Impairment Losses and Other Restructuring Charges for the Three
    Months Ended July 31, 2006
    Asset
    Impairment Losses and Other Restructuring Charges for the Three
    Months Ended July 31, 2005
    Asset
    Impairment Losses and Other Restructuring Charges for the Six
    Months Ended July 31, 2006
    Asset
    Impairment Losses and Other Restructuring Charges for the Six
    Months Ended July 31, 2005
    Facility
    Exit Costs and Severance Accruals
    Accrual of


CashSeverance and


Payments andOther


Effects ofJanuary 31,


Restructuring


Foreign


July 31,2006 Accrual


Charges


Currency


2006 AccrualFacility exit costs

$
0.1


$
1.5


$
(0.4
)

$
1.2Severance


2.9



4.3



(2.4
)


4.8Total

$
3.0


$
5.8


$
(2.8
)

$
6.0  14




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 10.
    Weighted
    Average Shares Outstanding      Three Months Ended July 31,2006


2005Basic weighted average shares
    outstanding


38,161



37,934Dilutive effect of options and
    warrants






Diluted weighted average shares
    outstanding


38,161



37,934   Six MonthsEnded July 31,2006


2005Basic weighted average shares
    outstanding


38,143



37,901Dilutive effect of options and
    warrants






Diluted weighted average shares
    outstanding


38,143



37,901     Note 11.
    Taxes on
    Income    Three Months Ended July 31,2006


2005US


Foreign


US


ForeignPre-tax income (loss)

$
(25.3
)

$
16.2


$
(76.3
)

$
11.2Income tax expense


0.5



14.8



0.2



3.6   Six Months Ended July 31,2006


2005US


Foreign


US


ForeignPre-tax income (loss)

$
(49.8
)

$
30.6


$
(93.9
)

$
27.1Income tax expense


0.9



20.0



0.6



8.0      15




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12.
    Prior
    Period Accounting Errors    Note 13.
    Segment
    Reporting        Three Months Ended July 31, 2006AutomotiveWheels


Components


Other


TotalNet sales

$
419.4


$
164.0


$



$
583.4Asset impairments and other
    restructuring charges


1.3



1.0



0.6



2.9Earnings (loss) from operations


15.7



0.1



(5.0
)


10.8   Three Months Ended July 31, 2005AutomotiveWheels


Components


Other


TotalNet sales

$
394.9


$
161.1


$



$
556.0Asset impairments and other
    restructuring charges


3.0



30.0







33.0Earnings (loss) from operations


4.2



(42.4
)


(10.4
)


(48.6
)   16




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Six Months Ended July 31, 2006AutomotiveWheels


Components


Other


TotalNet sales

$
823.3


$
332.9


$



$
1,156.2Asset impairments and other
    restructuring charges


3.3



2.1



1.2



6.6Earnings (loss) from operations


29.2



(1.1
)


(9.9
)


18.2   Six Months Ended July 31, 2005AutomotiveWheels


Components


Other


TotalNet sales

$
792.6


$
352.6


$



$
1,145.2Asset impairments and other
    restructuring charges


3.8



30.0







33.8Earnings (loss) from operations


23.4



(41.5
)


(17.3
)


(35.4
)   As of July 31, 2006AutomotiveWheels


Components


Other


TotalTotal assets

$
1,262.3


$
316.7


$
211.8


$
1,790.8   As of January 31, 2006AutomotiveWheels


Components


Other


TotalTotal assets

$
1,247.7


$
321.5


$
230.0


$
1,799.2   Note 14.
    Condensed
    Consolidating Financial Statements      Guarantor
    and Nonguarantor Financial Statements
   17




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Six Months Ended July 31, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions, Unaudited)Net sales

$



$
0.2


$
431.7


$
745.0


$
(20.7
)

$
1,156.2Cost of goods sold






8.2



404.2



655.1



(20.7
)


1,046.8Gross profit (loss)






(8.0
)


27.5



89.9







109.4Marketing, general, and
    administrative






3.1



36.2



44.2







83.5Equity in (earnings) losses of
    subsidiaries and joint ventures


44.5



9.2



(3.6
)






(50.1
)


Asset impairments and other
    restructuring charges






2.2



3.1



1.3







6.6Other (income) expense, net






(1.7
)


0.6



0.7



1.5



1.1Earnings (loss) from operations


(44.5
)


(20.8
)


(8.8
)


43.7



48.6



18.2Interest expense, net






23.5



1.0



12.9







37.4Earnings (loss) from continuing
    operations before taxes on income and minority interest


(44.5
)


(44.3
)


(9.8
)


30.8



48.6



(19.2
)Income tax expense






0.2



0.7



20.0







20.9Earnings (loss) from continuing
    operations before minority interest


(44.5
)


(44.5
)


(10.5
)


10.8



48.6



(40.1
)Minority interest














4.4







4.4Net income (loss)

$
(44.5
)

$
(44.5
)

$
(10.5
)

$
6.4


$
48.6


$
(44.5
)  18




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Six Months Ended July 31, 2005
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions, Unaudited)Net sales

$



$
1.7


$
473.3


$
686.7


$
(16.5
)

$
1,145.2Cost of goods sold






12.4



455.4



600.5



(16.5
)


1,051.8Gross profit (loss)






(10.7
)


17.9



86.2







93.4Marketing, general, and
    administrative






2.6



41.3



41.6







85.5Equity in (earnings) losses of
    subsidiaries and joint ventures


78.2



45.8



(2.1
)






(121.9
)


Asset impairments and other
    restructuring charges










33.2



0.6







33.8Other (income) expense, net






1.3



3.0



5.2







9.5Earnings (loss) from operations


(78.2
)


(60.4
)


(57.5
)


38.8



121.9



(35.4
)Interest (income) expense, net


(0.2
)


17.4



0.2



13.6







31.0Other non-operating expense






0.4















0.4Earnings (loss) from continuing
    operations before taxes on income and minority interest


(78.0
)


(78.2
)


(57.7
)


25.2



121.9



(66.8
)Income tax expense










0.6



8.0







8.6Earnings (loss) from continuing
    operations before minority interest


(78.0
)


(78.2
)


(58.3
)


17.2



121.9



(75.4
)Minority interest














5.1







5.1Income (loss) from continuing
    operations


(78.0
)


(78.2
)


(58.3
)


12.1



121.9



(80.5
)Income from discontinued
    operations, net of tax










2.0



0.5







2.5Net income (loss)

$
(78.0
)

$
(78.2
)

$
(56.3
)

$
12.6


$
121.9


$
(78.0
)  19




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of July 31, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$



$
(4.5
)

$
1.0


$
70.0


$



$
66.5Receivables






(89.7
)


99.7



267.3







277.3Other receivables






36.3















36.3Inventories






0.9



74.5



135.5







210.9Prepaid expenses and other






3.0



7.2



8.6







18.8Total current assets






(54.0
)


182.4



481.4







609.8Property, plant, and equipment, net






31.0



167.4



545.9







744.3Goodwill and other assets


165.1



837.5



(102.4
)


383.8



(847.3
)


436.7Total assets

$
165.1


$
814.5


$
247.4


$
1,411.1


$
(847.3
)

$
1,790.8Bank borrowings and other notes

$



$



$
0.3


$
25.8


$



$
26.1Current portion of long-term debt






4.6



3.0



13.9







21.5Accounts payable and accrued
    liabilities






58.2



57.4



260.1







375.7Total current liabilities






62.8



60.7



299.8







423.3Long-term debt, net of current
    portion






659.4



13.2



4.9







677.5Pension and other long-term
    liabilities






230.2



0.6



243.8







474.6Redeemable preferred stock of
    subsidiary






12.2















12.2Minority interest














38.5







38.5Parent loans


0.4



(253.6
)


(41.0
)


287.2



7.0



Common stock


0.4



















0.4Additional paid-in capital


676.9



686.6



525.1



569.1



(1,780.8
)


676.9Retained earnings (accumulated
    deficit)


(610.8
)


(593.8
)


(316.0
)


(115.7
)


1,025.5



(610.8
)Accumulated other comprehensive
    income (loss)


98.2



10.7



4.8



83.5



(99.0
)


98.2Total stockholders equity


164.7



103.5



213.9



536.9



(854.3
)


164.7Total liabilities and
    stockholders equity

$
165.1


$
814.5


$
247.4


$
1,411.1


$
(847.3
)

$
1,790.8  20




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of January 31, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Cash and cash equivalents

$



$
(4.1
)

$
0.6


$
46.0


$



$
42.5Receivables






(112.1
)


126.6



241.1







255.6Other receivables






101.0















101.0Inventories






1.3



66.0



112.6







179.9Prepaid expenses and other






4.7



9.3



9.5







23.5Total current assets






(9.2
)


202.5



409.2







602.5Property, plant, and equipment, net






34.1



173.1



550.9







758.1Goodwill and other assets


183.5



840.6



(102.4
)


384.5



(867.6
)


438.6Total assets

$
183.5


$
865.5


$
273.2


$
1,344.6


$
(867.6
)

$
1,799.2Bank borrowings and other notes

$



$



$
1.0


$
24.5


$



$
25.5Current portion of long-term debt






4.6



3.0



11.6







19.2Accounts payable and accrued
    liabilities






68.7



70.0



229.1







367.8Total current liabilities






73.3



74.0



265.2







412.5Long-term debt, net of current
    portion






661.7



15.5



7.1







684.3Pension and other long-term
    liabilities






236.6



0.6



234.7







471.9Redeemable preferred stock of
    subsidiary






12.1















12.1Minority interest














35.1







35.1Parent loans


0.2



(265.3
)


(30.4
)


292.3



3.2



Common stock


0.4



















0.4Additional paid-in capital


675.9



685.6



519.0



570.6



(1,775.2
)


675.9Retained earnings (accumulated
    deficit)


(566.3
)


(549.3
)


(305.5
)


(122.1
)


976.9



(566.3
)Accumulated other comprehensive
    income (loss)


73.3



10.8







61.7



(72.5
)


73.3Total stockholders equity


183.3



147.1



213.5



510.2



(870.8
)


183.3Total liabilities and
    stockholders equity

$
183.5


$
865.5


$
273.2


$
1,344.6


$
(867.6
)

$
1,799.2  21




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Six Months Ended July 31, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$



$
(4.7
)

$
11.1


$
55.4


$



$
61.8Cash flows from investing
    activities:Purchase of property, plant,
    equipment and tooling






(0.1
)


(11.4
)


(18.9
)






(30.4
)Proceeds from disposal of assets
    and businesses






0.2



(0.1
)


0.8







0.9Capital contributed by minority
    shareholders














0.4







0.4Cash provided by (used for)
    investing activities






0.1



(11.5
)


(17.7
)






(29.1
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facility










(0.7
)










(0.7
)Repayment of long term debt






(2.3
)


(2.3
)


(1.0
)






(5.6
)Bank finance fees paid






(2.9
)














(2.9
)Dividends paid to minority
    shareholders














(1.0
)






(1.0
)Cash used for financing activities






(5.2
)


(3.0
)


(2.0
)






(10.2
)Increase (decrease) in parent
    loans and advances






9.4



3.8



(13.2
)






Effect of exchange rates on cash
    and cash equivalents














1.5







1.5Increase (decrease) in cash and
    cash equivalents






(0.4
)


0.4



24.0







24.0Cash and cash equivalents at
    beginning of period






(4.1
)


0.6



46.0







42.5Cash and cash equivalents at end
    of period

$



$
(4.5
)

$
1.0


$
70.0


$



$
66.5  22




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Six Months Ended July 31, 2005
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$



$
(54.0
)

$
14.3


$
22.0


$



$
(17.7
)Cash flows from investing
    activities:Purchase of property, plant,
    equipment and tooling






(0.6
)


(32.4
)


(34.7
)






(67.7
)Proceeds from disposal of assets
    and businesses










0.2



(0.3
)






(0.1
)Cash used for investing activities






(0.6
)


(32.2
)


(35.0
)






(67.8
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facility














(0.1
)






(0.1
)Repayment of Term Loan B, net
    of related fees






(72.7
)














(72.7
)Borrowings from Term Loan C






150.0















150.0Borrowings (repayment) of long
    term debt










14.5



(2.2
)






12.3Cash provided by (used for)
    financing activities






77.3



14.5



(2.3
)






89.5Increase (decrease) in parent
    loans and advances






(22.8
)


1.9



20.9







Net cash used for operating
    activities from discontinued operations










1.9



(2.4
)






(0.5
)Net cash used for investing
    activities from discontinued operations










(0.2
)


(0.2
)






(0.4
)Net cash provided by financing
    activities from discontinued operations






















Effect of exchange rates on cash
    and cash equivalents














(0.4
)






(0.4
)Increase (decrease) in cash and
    cash equivalents






(0.1
)


0.2



2.6







2.7Cash and cash equivalents at
    beginning of period






(9.3
)


(0.2
)


44.4







34.9Cash and cash equivalents at end
    of period

$



$
(9.4
)

$



$
47.0


$



$
37.6  23




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Summary
  Form 10-K
  Company
    Overview
  12-month
           24




---



##### Table of Contents



Results
    of Operations
  Consolidated
    Results  Comparison of the Three Months Ended
    July 31, 2006 to the Three Months Ended July 31,
    2005
    Three Months


Three MonthsEnded July 31,


Ended July 31,2006


2005


$ Change


% ChangeNet sales:Automotive Wheels

$
419.4


$
394.9


$
24.5



6.2
%Components


164.0



161.1



2.9



1.8
%Total

$
583.4


$
556.0


$
27.4



4.9
%Gross profit

$
57.0


$
35.5


$
21.5



60.6
%Marketing, general, and
    administrative


43.6



44.4



(0.8
)


(1.8
)%Asset impairments and other
    restructuring charges


2.9



33.0



(30.1
)


(91.2
)%Other expense, net


(0.3
)


6.7



(7.0
)


(104.5
)%Earnings (loss) from operations


10.8



(48.6
)


59.4



122.2
%Interest expense, net


20.1



16.3



3.8



23.3
%Other non-operating expense


(0.2
)


0.2



(0.4
)


(200.0
)%Income tax expense


15.3



3.8



11.5



302.6
%Minority interest


2.5



2.5







0.0
%Loss from continuing operations


(26.9
)


(71.4
)


44.5



62.3
%Income from discontinued
    operations, net of tax of $0.2






1.1



(1.1
)


(100.0
)%Net loss

$
(26.9
)

$
(70.3
)

$
43.4



61.7
%   Sales
    Gross
    profit
   25




---



##### Table of Contents



Marketing,
    general, and administrative
    Asset
    impairments and other restructuring Charges
  reduction-in-force
    Interest
    expense, net
    Income
    taxes
    Discontinued
    operations
    Net
    loss
   26




---



##### Table of Contents



Segment
    Results  Comparison of the Three Months Ended
    July 31, 2006 to the Three Months Ended July 31,
    2005
  Automotive
    Wheels
    Three Months


Three MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeNet sales

$
419.4


$
394.9


$
24.5Asset impairments and other
    restructuring charges:Facility closure costs

$
1.2


$
0.9


$
0.3Impairment of machinery,
    equipment, and tooling






0.6



(0.6
)Severance and other restructuring
    costs


0.1



1.5



(1.4
)Total asset impairments and other
    restructuring charges

$
1.3


$
3.0


$
(1.7
)Earnings from operations

$
15.7


$
4.2


$
11.5   Net
    sales
    Asset
    impairments and other restructuring charges
    Earnings
    from operations
   27




---



##### Table of Contents



Components
    Three Months


Three MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeNet sales

$
164.0


$
161.1


$
2.9Asset impairments and other
    restructuring charges:Impairment of land, building,
    machinery, equipment, and tooling

$



$
30.0


$
(30.0
)Severance and other restructuring
    costs


1.0







1.0Total asset impairments and other
    restructuring charges

$
1.0


$
30.0


$
(29.0
)Earnings (loss) from operations

$
0.1


$
(42.4
)

$
42.5   Net
    sales
  Year-over-year
  Asset
    impairments and other restructuring charges
  reduction-in-force
  Earnings
    from operations
    Other
    Three Months


Three MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeLoss from operations

$
(5.0
)

$
(10.4
)

$
5.4  28




---



##### Table of Contents



Loss from
    operations
    Results
    of Operations
  Consolidated
    Results  Comparison of the Six Months Ended
    July 31, 2006 to the Six Months Ended July 31,
    2005
    Six Months


Six MonthsEnded July 31,


Ended July 31,2006


2005


$ Change


% ChangeNet sales:Automotive Wheels

$
823.3


$
792.6


$
30.7



3.9
%Components


332.9



352.6



(19.7
)


(5.6
)%Total

$
1,156.2


$
1,145.2


$
11.0



1.0
%Gross profit

$
109.4


$
93.4


$
16.0



17.1
%Marketing, general, and
    administrative


83.5



85.5



(2.0
)


(2.3
)%Asset impairments and other
    restructuring charges


6.6



33.8



(27.2
)


(80.5
)%Other expense, net


1.1



9.5



(8.4
)


(88.4
)%Earnings (loss) from operations


18.2



(35.4
)


53.6



151.4
%Interest expense, net


37.4



31.0



6.4



20.6
%Other non-operating expense






0.4



(0.4
)


(100.0
)%Income tax expense


20.9



8.6



12.3



143.0
%Minority interest


4.4



5.1



(0.7
)


(13.7
)%Loss from continuing operations


(44.5
)


(80.5
)


36.0



44.7
%Income from discontinued
    operations, net of tax of $0.4






2.5



(2.5
)


(100.0
)%Net loss

$
(44.5
)

$
(78.0
)

$
33.5



42.9
%   Sales
    Gross
    profit
   29




---



##### Table of Contents



Marketing,
    general, and administrative
    Asset
    impairments and other restructuring charges
  reduction-in-force
    Interest
    expense, net
    Income
    taxes
    Discontinued
    operations
    Net
    loss
   30




---



##### Table of Contents



Segment
    Results  Comparison of the Six Months Ended
    July 31, 2006 to the Six Months Ended
    July 31, 2005
  Automotive
    Wheels
    Six Months


Six MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeNet sales

$
823.3


$
792.6


$
30.7Asset impairments and other
    restructuring charges:Facility closure costs

$
1.5


$
1.2


$
0.3Impairment of machinery,
    equipment, and tooling


0.2



0.8



(0.6
)Severance and other restructuring
    costs


1.6



1.8



(0.2
)Total asset impairments and other
    restructuring charges

$
3.3


$
3.8


$
(0.5
)Earnings from operations

$
29.2


$
23.4


$
5.8   Net
    sales
    Asset
    impairments and other restructuring charges
    Earnings
    from operations
   31




---



##### Table of Contents



Components
    Six Months


Six MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeNet sales

$
332.9


$
352.6


$
(19.7
)Asset impairments and other
    restructuring charges:Facility closure costs

$



$



$
Impairment of land, building,
    machinery, equipment, and tooling


0.1



30.0



(29.9
)Severance and other restructuring
    costs


2.0







2.0Total asset impairments and other
    restructuring charges

$
2.1


$
30.0


$
(27.9
)Loss from operations

$
(1.1
)

$
(41.5
)

$
40.4   Net
    sales
  Year-over-year
  Asset
    impairments and other restructuring charges
  reduction-in-force
  Earnings
    from operations
    Other
    Six Months


Six MonthsEnded July 31,


Ended July 31,2006


2005


$ ChangeLoss from operations

$
(9.9
)

$
(17.3
)

$
7.4  32




---



##### Table of Contents



Loss from
    operations
    Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities:
  Investing Activities:
  Financing Activities:
  Sources
    of Liquidity
    Other
    Liquidity Matters
         33




---



##### Table of Contents



Credit
    Ratings
    S&P

MoodysCorporate and Bank Debt rating

B−

B3Senior Note rating

CCC

Caa3   Off
    Balance Sheet Arrangements
      Contractual
    Obligations
    Payment Due by PeriodLess Than 1


1-3


4-5


After 5Year


Years


Years


Years


TotalShort-term borrowings

$
26.1


$



$



$



$
26.1Long-term debt


18.3



329.0



313.4







660.7Mortgage note payable


0.1



21.8











21.9Capital lease obligations


3.1



6.2



7.1







16.4Operating leases


7.5



8.6



1.6



0.3



18.0Redeemable preferred stock of
    subsidiary














12.2



12.2Capital expenditures


33.6















33.6United States pension contributions


15.1



19.6



9.8



3.8



48.3Total obligations

$
103.8


$
385.2


$
331.9


$
16.3


$
837.2  34




---



##### Table of Contents



Other
    Cash Requirements
    Interest

$
37.8Taxes


10.8United States pension


9.3Restructuring costs


7.5   Critical
    Accounting Policies
    Asset
    impairment losses and other restructuring charges
      Pension
    and postretirement benefits other than pensions
       35




---



##### Table of Contents



Goodwill
    impairment testing
    Allowance
    for uncollectible accounts
    Income
    Taxes
        New
    Accounting Pronouncements
     36




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign
    Exchange
  non-functional
    Interest
    Rates
    Commodities
   37




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e) Form 10-K
  Changes
    in Internal Control over Financial Reporting
  Form 10-K Internal Control 
    Integrated Framework.
    
    increase the rigor of reviewer and spreadsheet controls over
    accounting for income taxes
    ensure the tax department has an appropriate level of resources
    and tax accounting training
    automate a significant portion of the international tax
    provision computation       38




---



##### Table of Contents



PART II.  OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-Q
  Item 1A.
    Risk
    Factors  Form 10-K.
  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      VotesNominee Name/Matter

Votes For

Withheld/Against

AbstentionsHenry D.G. Wallace


29,308,195



3,703,316



Richard F. Wallman


29,308,195



3,703,316



Ratification of KPMG LLP


29,544,407



3,465,644



1,460   Item 5.
    Other
    Information   39




---



##### Table of Contents



Item 6.
    Exhibits  10.22


Receivables Financing Agreement,
    dated as of May 30, 2006, among Hayes Funding II,
    Inc., the financial institutions from time to time party thereto
    (Lenders), Citicorp USA, Inc. as the program agent for the
    Lenders and HLI Operating Company, Inc., as servicer
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10.23


Originator Purchase Agreement,
    dated as of May 30, 2006, among Hayes Funding I, LLC,
    a Delaware limited liability company and the wholly-owned
    subsidiaries of the Company named therein as Originators
    (incorporated by reference to Exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10.24


Secondary Purchase Agreement,
    dated as of May 30, 2006, between Hayes Funding I,
    LLC, a Delaware limited liability company and Hayes
    Funding II, Inc., a Delaware corporation (incorporated by
    reference to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on June 5, 2006).31.1


Certification of Curtis J.
    Clawson, Chairman of the Board, President, and Chief Executive
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31.2


Certification of James A. Yost,
    Vice President, Finance, and Chief Financial Officer, pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1


Certification of Curtis J.
    Clawson, Chairman of the Board, President, and Chief Executive
    Officer, Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*32.2


Certification of James A. Yost,
    Vice President, Finance, and Chief Financial Officer, Pursuant
    to 18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.*     *
    
    Filed electronically herewith. 40




---



##### Table of Contents



SIGNATURES      
   Vice President, Finance, and Chief Financial Officer
   41




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC.
  10-Q
    EXHIBIT INDEX
  10
.22

Receivables Financing Agreement,
    dated as of May 30, 2006, among Hayes Funding II,
    Inc., the financial institutions from time to time party thereto
    (Lenders), Citicorp USA, Inc. as the program agent for the
    Lenders and HLI Operating Company, Inc., as servicer
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10
.23

Originator Purchase Agreement,
    dated as of May 30, 2006, among Hayes Funding I, LLC,
    a Delaware limited liability company and the wholly-owned
    subsidiaries of the Company named therein as Originators
    (incorporated by reference to Exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10
.24

Secondary Purchase Agreement,
    dated as of May 30, 2006, between Hayes Funding I,
    LLC, a Delaware limited liability company and Hayes
    Funding II, Inc., a Delaware corporation (incorporated by
    reference to Exhibit 10.3 to our Current Report on
    Form 8-K
    filed on June 5, 2006).31
.1

Certification of Curtis J.
    Clawson, Chairman of the Board, President, and Chief Executive
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31
.2

Certification of James A. Yost,
    Vice President, Finance, and Chief Financial Officer, pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.*32
.1

Certification of Curtis J.
    Clawson, Chairman of the Board, President, and Chief Executive
    Officer, Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*32
.2

Certification of James A. Yost,
    Vice President, Finance, and Chief Financial Officer, Pursuant
    to 18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.*     *
    
    Filed electronically herewith.