##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 31, 2009oro

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)

(I.R.S. Employer
    Identification No.)15300 Centennial Drive,
    Northville, Michigan(Address of Principal
    Executive Offices)

48168(Zip
    Code)   Registrants telephone number, including area code:(734) 737-5000
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which Registered:Common Stock, par value $0.01 per share

The NASDAQ Stock Market LLC   Securities Registered Pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Document Description

Form 10-K PartPortions of the Registrants notice of annual meeting of
    shareholders and proxy statement to pursuant to
    Regulation 14A or an amendment to this Annual Report on
    Form 10-K,
    in either case to be filed within 120 days after the
    Registrants fiscal year end of January 31, 2009


Part III




---



##### 





HAYES
    LEMMERZ INTERNATIONAL, INC.
  FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


20Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


23PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


23Item 6.


Selected Financial Data


26Item 7.


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


26Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


44Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


101Item 9A.


Controls and Procedures


101Item 9B


Other Information


101PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


102Item 11.


Executive Compensation


102Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


102Item 13.


Certain Relationships and Related Transactions
    and Director Independence


102Item 14.


Principal Accounting Fees and Services


102PART IVItem 15.


Exhibits and Financial Statement Schedules


103Signatures


105EX-10.12EX-21EX-24EX-31.1EX-31.2EX-32.1EX-32.2   1




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Unless otherwise indicated, references to we,
    us, or our mean Hayes Lemmerz
    International, Inc., a Delaware corporation, and our
    subsidiaries. References to fiscal year means the
    12-month
    period commencing on February 1st of that year and
    ending January 31st of the following year (e.g.,
    fiscal 2008 means the period beginning February 1, 2008,
    and ending January 31, 2009). This report contains forward
    looking statements with respect to our financial condition,
    results of operations, and business. All statements other than
    statements of historical fact made in this Annual Report on
    Form 10-K
    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 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 liquidity;
    (7) the uncertainties inherent in international operations
    and foreign currency fluctuations; (8) the impact of a
    Chapter 11 bankruptcy filing on our business; and
    (9) the risks described in Section 1A, Risk
    Factors. You are cautioned not to place undue reliance on
    the forward-looking statements, which speak only as of the date
    of this Annual Report on
    Form 10-K.
    We have no duty to update the forward looking statements in this
    Annual Report on
    Form 10-K
    and we do not intend to provide such updates.
 2




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##### Table of Contents



PART I  Item 1.
    Business  12-month
  Business
    Overview and Development
            Going
    Concern Matters
   3




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##### Table of Contents



86-30 (EITF 86-30),
  debtor-in-possession
    Segment
    Information
      Automotive
    Wheels Products
   4




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##### Table of Contents



Cast
    Aluminum Wheels for Passenger Cars and Light
    Trucks
  ®
  Europe.
  Customers.
  Competition.
  Manufacturing.
  North America.
  Customers.
  Competition.
  Manufacturing.
  South America, South Africa, and Asia.
  Customers.
  Competition.
  Manufacturing.
 5




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##### Table of Contents



Fabricated
    Wheels for Passenger Cars and Light Trucks
    Europe.
  Customers.
  Competition.
  Manufacturing.
  North America.
  Customers.
  Competition.
  Manufacturing.
  South America and Asia.
  Customers.
  Competition.
  Manufacturing.
  Commercial
    Highway Wheels
   6




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##### Table of Contents



Europe.
  Customers.
  Competition.
  Manufacturing.
  North America.
  Customers.
  Competition.
  Manufacturing.
  South America and Asia.
  Customers.
  Competition.
  Manufacturing.
  Other
    Products
    Customers.
  Competition.
 7




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##### Table of Contents



Manufacturing.
  Material
    Source and Supply
            Intellectual
    Property
      Seasonality
    Working
    Capital
  work-in-process,
 8




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##### Table of Contents



Customer
    Dependence
      Backlog
    Competition
    Research
    and Development
    Environmental
    Compliance
    Employees
   9




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##### Table of Contents



Financial
    Information about Geographic Areas
      Year Ended January 31,2009


2008


2007Revenues:Germany

$
346.0


$
355.5


$
264.7United States


339.1



435.6



454.8Brazil


274.8



241.2



191.7Czech Republic


213.9



239.7



193.9Turkey


207.9



201.6



126.3Other foreign countries


522.6



653.1



565.4Total

$
1,904.3


$
2,126.7


$
1,796.8     Available
    Information
  www.hayes-lemmerz.com Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors.  Risks
    Related to our Ability to Continue as a Going Concern
  Our
    independent registered public accounting firm has included an
    explanatory paragraph with respect to our ability to continue as
    a going concern in its report on our consolidated financial
    statements for the year ended January 31,
    2009.
  EITF 86-30,
 10




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##### Table of Contents



If we
    are unable to successfully recapitalize the Company and
    restructure our indebtedness under Chapter 11, we may be
    forced to liquidate the Company.
    We
    expect to file for bankruptcy protection, and, if we do, our
    business and operations will be subject to various
    risks.
    
    a bankruptcy filing would increase the difficulty of our
    obtaining additional financing and would likely result in the
    loss of a significant portion of our accounts receivable
    financing programs;
    the coordination of a bankruptcy filing and operating under
    protection of the bankruptcy court would involve significant
    costs, including expenses of legal counsel and other
    professional advisors;
    we will have difficulty obtaining and maintaining trade credit
    and payment terms with suppliers and contracts necessary to
    continue our operations and at affordable rates with competitive
    terms;
    customers may move business to other suppliers, particularly if
    they experience any disruptions in our ability to deliver
    products;
    transactions outside the ordinary course of business would be
    subject to the prior approval of the bankruptcy court, which may
    limit our ability to respond timely to certain events or take
    advantage of certain opportunities;
    we may not be able to obtain court approval or such approval may
    be delayed with respect to motions made in the reorganization
    cases;
    we may be unable to retain and motivate key executives and
    employees through the process of reorganization, and we may have
    difficulty attracting new employees;
    there can be no assurance as to our ability to maintain or
    obtain sufficient financing sources for operations or to fund
    any reorganization plan and meet future obligations;
    there can be no assurance that we would be able to successfully
    develop, prosecute, confirm, and consummate one or more plans of
    reorganization that are acceptable to the bankruptcy court and
    our creditors, equity holders, and other parties in
    interest; and 11




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
    our common stock is likely to cease to be listed on a national
    securities exchange, which will make it difficult for
    stockholders and investors to sell our common stock or to obtain
    an accurate quotation of the price of our common stock.      During
    the pendency of any Chapter 11 proceedings, our financial
    results may be unstable and may not reflect historical
    trends.
    Risks
    Related to our Business and the Automotive Industry
  Our
    business depends on the automotive industry, and reductions in
    the demand for new vehicles will adversely affect our
    business.
   12




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##### Table of Contents



We
    depend on a small number of significant customers.
      Our
    customers cost cutting efforts and purchasing practices
    may adversely impact our business.
    We
    operate in the highly competitive automotive supply
    industry.
     13




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##### Table of Contents



We may
    be unable to maintain trade credit with our
    suppliers.
    Increased
    cost of supplies and raw materials could affect our financial
    health.
      The
    financial distress of our suppliers could harm our results of
    operations.
   14




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##### Table of Contents



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, violence
    related to criminal activities such as drug trafficking, 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 U.S. dollar
    may adversely affect the value of our international assets and
    results of operations as reported in U.S. dollars, as well
    as the comparability of
    period-to-period
    results of operations; and
    an inability to use the proposed DIP Financing 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.
   15




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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.
    Our
    products may be rendered obsolete or less attractive by changes
    in regulatory requirements or competitive
    technologies.
   16




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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 goodwill or intangible
    assets.
    The
    nature of our business exposes us to product liability, recall,
    and warranty claims and other legal proceedings.
   17




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##### Table of Contents



Our
    pension and other postretirement employee benefits expense could
    materially increase.
    Risks
    Related to Our Capital Structure
  We
    have substantial levels of debt and debt service that 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 our New Credit Facility for capital
    expenditures, working capital, or general corporate purposes.  We may
    be unable to refinance, extend, or otherwise restructure our
    indebtedness.
   18




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##### Table of Contents



Restrictions
    and covenants in the indenture governing the Notes and the New
    Credit Facility limit our ability to take certain actions, and
    we may be unable to comply with these obligations.
    
    make capital expenditures
    declare dividends or redeem or repurchase capital stock;
    cancel, prepay, redeem, or repurchase debt;
    incur liens and engage in sale-leaseback transactions;
    make loans and investments;
    incur indebtedness;
    amend or otherwise alter certain debt documents;
    engage in mergers, acquisitions, and asset sales;
    enter into transactions with affiliates; and
    alter the business we conduct.        We do
    not generate sufficient cash flow to operate our business and
    fund required capital expenditures, and we will accordingly need
    additional financing in the future, which we may be unable to
    obtain.
   19




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##### Table of Contents



Our
    exposure to variable interest rates and foreign currency
    fluctuations may negatively affect our results.
  period-to-period
  Our
    credit rating may be downgraded in the future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   20




---



##### Table of Contents



Owned/Location

Segment

Purpose

LeasedNorth AmericaAkron, OH

Automotive Wheels

Manufacturing

OwnedChihuahua, Mexico

Automotive Wheels

Manufacturing

OwnedLaredo, Texas

Other

Warehouse

LeaseNorthville, MI

Other

World Headquarters, R&D

OwnedNuevo Laredo, Mexico

Other

Manufacturing

OwnedSedalia, MO

Automotive Wheels

Manufacturing

OwnedEuropeBarcelona, Spain

Automotive Wheels

Manufacturing

OwnedDello, Italy

Automotive Wheels

Manufacturing

OwnedKönigswinter, Germany (2 facilities)

Automotive Wheels

Manufacturing

OwnedManisa, Turkey (3 facilities)

Automotive Wheels

Manufacturing

OwnedManresa, Spain

Automotive Wheels

Manufacturing

OwnedOstrava, Czech Republic (2 facilities)

Automotive Wheels

Manufacturing

OwnedRest of the WorldBangkok, Thailand

Automotive Wheels

Manufacturing

LeasedJohannesburg, S. Africa

Automotive Wheels

Manufacturing

OwnedPune, India

Automotive Wheels

Manufacturing

OwnedPune, India

Automotive Wheels

Manufacturing

LeasedSao Paulo, Brazil (2 facilities)

Automotive Wheels

Manufacturing

OwnedYokohama, Japan

Automotive Wheels

Sales Office

Leased   Item 3.
    Legal
    Proceedings     21




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##### Table of Contents



22




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity Securities  Form 10-K
   23




---



##### Table of Contents



High


LowFiscal 2008:Fourth quarter

$
1.40


$
0.07Third quarter


3.43



0.97Second quarter


4.05



2.11First quarter


3.65



2.75Fiscal 2007:Fourth quarter

$
5.02


$
3.05Third quarter


5.02



3.70Second quarter


6.37



4.34First quarter


7.98



4.26   mark-up,
   24




---



##### Table of Contents



Cumulative Total ReturnHayes LemmerzDate

International, Inc.


Peer Group


Nasdaq Composite6/9/03


100.00



100.00



100.001/31/04


166.67



148.02



128.941/31/05


72.84



124.93



128.581/31/06


33.88



101.91



143.761/31/07


41.51



130.50



153.611/31/08


31.97



107.78



149.001/31/09


0.82



20.27



92.05  25




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 31,


January 31,


January 31,


January 31,


January 31,2009


2008


2007


2006


2005Income Statement Data:Net sales

$
1,904.3


$
2,126.7


$
1,796.8


$
1,726.2


$
1,552.7Depreciation and amortization


104.5



112.1



111.5



120.8



124.0Asset impairments and other restructuring charges


22.2



85.5



32.8



23.1



8.6Goodwill and other intangibles impairment


238.0











185.5



Interest expense, net


61.1



62.2



75.2



64.1



42.2Income tax expense


30.7



29.9



40.2



5.4



13.2Loss from continuing operations before cumulative effect of
    change in accounting principle


(370.2
)


(181.8
)


(121.5
)


(276.4
)


(38.0
)Income (loss) from discontinued operations, net of tax of
    ($0.8), $0.6, ($1.1), ($5.2) and $6.4, respectively


0.9



2.2



(43.0
)


(185.0
)


(26.9
)(Loss) gain on sale of discontinued operations, net of tax of
    $0.0, $2.0, $0.0 and $3.8 and $0.0 respectively


(2.4
)


(14.8
)


(2.4
)


3.9



Cumulative effect of change in accounting principle, net of tax
    of $0.8


















2.6Net Loss

$
(371.7
)

$
(194.4
)

$
(166.9
)

$
(457.5
)

$
(62.3
)Balance sheet data:Total assets

$
1,096.2


$
1,805.9


$
1,691.2


$
1,799.2


$
2,302.0Bank borrowings and current portion of long-term debt


668.7



37.7



33.5



40.5



8.4Long-term debt


1.4



572.2



659.4



668.7



630.9Cash dividends paid


















Stockholders equity


(292.9
)


202.3



101.8



183.3



701.3Per Share DataRestated


Restated


Restated


RestatedLoss from continuing operations before cumulative effect of a
    change in accounting principle

$
(3.65
)

$
(2.09
)

$
(2.10
)

$
(4.82
)

$
(0.67
)Net loss


(3.67
)


(2.23
)


(2.89
)


(7.99
)


(1.10
)Average number of shares outstanding (in thousands)


101,345



87,040



57,836



57,285



56,768   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Executive
    Summary
  Company
    Overview
   26




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27




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##### Table of Contents



Results
    of Operations
  Consolidated
    Results  Comparison of Fiscal 2008 to Fiscal
    2007
    Year Ended January 31,2009


2008


$ Change


% ChangeNet sales:Automotive Wheels

$
1,848.4


$
2,051.9


$
(203.5
)


(9.9
)%Other


55.9



74.8



(18.9
)


(25.3
)%Total

$
1,904.3


$
2,126.7


$
(222.4
)


(10.5
)%Gross profit

$
187.4


$
209.0


$
(21.6
)


(10.3
)%Marketing, general, and administrative


145.2



153.5



(8.3
)


(5.4
)%Amortization of intangible assets


10.7



10.2



0.5



4.9
%Asset impairments and other restructuring charges


22.2



85.5



(63.3
)


(74.0
)%Goodwill and other intangible assets impairment


238.0







238.0



N/COther expense (income), net


23.6



(1.5
)


25.1



1673.3
%Loss from operations


(252.3
)


(38.7
)


(213.6
)


551.9
%Interest expense, net


61.1



62.2



(1.1
)


(1.8
)%Other non-operating expense


3.2



8.5



(5.3
)


(62.4
)%Loss on early extinguishment of debt


6.5



21.5



(15.0
)


(69.8
)%Income tax expense


30.7



29.9



0.8



2.7
%Minority interest


16.4



21.0



(4.6
)


(21.9
)%Loss from continuing operations


(370.2
)


(181.8
)


(188.4
)


103.6
%Loss from discontinued operations, net of tax


(1.5
)


(12.6
)


11.1



(88.1
)%Net loss

$
(371.7
)

$
(194.4
)

$
(177.3
)


91.2
%   N/C 
    Not calculable
  Net
    sales
    Gross
    profit
   28




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##### Table of Contents



Marketing,
    general, and administrative
    Asset
    impairments and other restructuring charges
        Goodwill
    and other intangible assets impairment
   29




---



##### Table of Contents



Other
    Expense (income), net
    Interest
    expense, net
    Other
    non-operating expense
    Income
    taxes
    Discontinued
    operations
      Net
    loss
   30




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##### Table of Contents



Segment
    Results  Comparison of Fiscal 2008 to Fiscal
    2007
  Automotive
    Wheels
    Year Ended January 31,2009


2008


$ ChangeNet sales

$
1,848.4


$
2,051.9


$
(203.5
)Asset impairments and other restructuring charges:Facility closure costs

$
3.0


$
3.3


$
(0.3
)Asset impairments


9.4



49.5



(40.1
)Goodwill and other intangible assets impairment


238.0







238.0Severance and other restructuring costs


8.7







8.7Total asset impairments and other restructuring charges

$
259.1


$
52.8


$
206.3(Loss) earnings from operations

$
(262.3
)

$
36.7


$
(299.0
)   Net
    sales
    Asset
    impairments and other restructuring charges
     31




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##### Table of Contents



(Loss)
    earnings from operations
    Other
    Year Ended January 31,2009


2008


$ ChangeNet sales

$
55.9


$
74.8


$
(18.9
)Asset impairments and other restructuring charges:Facility closure costs

$
0.4


$
0.3


$
0.1Asset impairments






31.6



(31.6
)Severance and other restructuring costs


0.7



0.8



(0.1
)Total asset impairments and other restructuring charges

$
1.1


$
32.7


$
(31.6
)Earnings (loss) from operations

$
10.0


$
(75.4
)

$
85.4   Net
    sales
    Asset
    impairments and other restructuring charges
      Earnings
    (loss) from operations
   32




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##### Table of Contents



Results
    of Operations
  Consolidated
    Results  Comparison of Fiscal 2007 to Fiscal
    2006
    Year Ended January 31,2008


2007


$ Change


% ChangeNet sales:Automotive Wheels

$
2,051.9


$
1,671.9


$
380.0



22.7
%Other


74.8



124.9



(50.1
)


(40.1
)%Total

$
2,126.7


$
1,796.8


$
329.9



18.4
%Gross profit

$
209.0


$
159.0


$
50.0



31.4
%Marketing, general, and administrative


153.5



125.3



28.2



22.5
%Amortization of intangible assets


10.2



10.2







0.0
%Asset impairments and other restructuring charges


85.5



32.8



52.7



160.7
%Other income, net


(1.5
)


(13.8
)


12.3



(89.1
)%(Loss) earnings from operations


(38.7
)


4.5



(43.2
)


(960.0
)%Interest expense, net


62.2



75.2



(13.0
)


(17.3
)%Other non-operating expense


8.5







8.5



N/CLoss on early extinguishment of debt


21.5







21.5



N/CIncome tax expense


29.9



40.2



(10.3
)


(25.6
)%Minority interest


21.0



10.6



10.4



98.1
%Loss from continuing operations


(181.8
)


(121.5
)


(60.3
)


49.6
%Loss from discontinued operations, net of tax


(12.6
)


(45.4
)


32.8



(72.2
)%Net loss

$
(194.4
)

$
(166.9
)

$
(27.5
)


16.5
%   Net
    sales
    Gross
    profit
   33




---



##### Table of Contents



Marketing,
    general, and administrative
    Asset
    impairments and other restructuring charges
    reduction-in-force
  Other
    income, net
    Interest
    expense, net
    Other
    non-operating expense
   34




---



##### Table of Contents



Income
    taxes
    Discontinued
    operations
    Net
    loss
    Segment
    Results  Comparison of Fiscal 2007 to Fiscal
    2006
  Automotive
    Wheels
    Year Ended January 31,2008


2007


$ ChangeNet sales

$
2,051.9


$
1,671.9


$
380.0Asset impairments and other restructuring charges:Facility closure costs

$
3.3


$
3.6


$
(0.3
)Asset impairments


49.5



16.8



32.7Severance and other restructuring costs






4.1



(4.1
)Total asset impairments and other restructuring charges

$
52.8


$
24.5


$
28.3Earnings from operations

$
36.7


$
53.3


$
(16.6
)   Net
    sales
    Asset
    impairments and other restructuring charges
   35




---



##### Table of Contents



Earnings
    from operations
    Other
    Year Ended January 31,2008


2007


$ ChangeNet sales

$
74.8


$
124.9


$
(50.1
)Asset impairments and other restructuring charges:Facility closure costs

$
0.3


$



$
0.3Asset impairments


31.6



5.2



26.4Severance and other restructuring costs


0.8



3.1



(2.3
)Total asset impairments and other restructuring charges

$
32.7


$
8.3


$
24.4Loss from operations

$
(75.4
)

$
(48.8
)

$
(26.6
)   Net
    sales
    Asset
    impairments and other restructuring charges
    reduction-in-force
 36




---



##### Table of Contents



Loss
    from operations
    Liquidity
    and Capital Resources
  Sources
    of Liquidity
         37




---



##### Table of Contents



Capital
    Resources
   37.1




---



##### Table of Contents



Cash
    Flows
  Operating Activities:
  Investing Activities:
  Financing Activities:
 38




---



##### Table of Contents



Credit
    Ratings
    S&P


Moodys


FitchCorporate rating


B−



Caa1



B−Bank debt rating


B+



B3



B+/RR2New Senior Notes rating


CCC+



Caa3



CCC/RR6           Off
    Balance Sheet Arrangements
           39




---



##### Table of Contents



Contractual
    Obligations
    Payment Due by PeriodLess Than 1


2-3


4-5


After 5Year


Years


Years


Years


TotalShort-term borrowings

$
46.6


$



$



$



$
46.6Long-term debt


622.1



0.7







0.7



623.5Operating leases


3.8



1.8



0.6







6.2Capital expenditures


4.5















4.5United States pension contributions


5.1



41.0



31.0



17.4



94.5Tax reserves


0.1











4.7



4.8Total obligations

$
682.2


$
43.5


$
31.6


$
22.8


$
780.1   Other
    Cash Requirements
    Interest

$
67.2Taxes


28.8International pension and other post-retirement benefits funding


24.9   Other
    Matters
  Inflation
    Critical
    Accounting Estimates
    Impairment
    testing
   40




---



##### Table of Contents



Asset
    impairment losses and other restructuring charges
    Goodwill
    and other intangible assets impairment testing
     41




---



##### Table of Contents



non-amortized
  Pension
    and postretirement benefits other than
    pensions
          Income
    Taxes
    Accounting for Uncertainty in Income
    Taxes, an interpretation of FASB Statement No. 109
 42




---



##### Table of Contents



New
    Accounting Pronouncements
    Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Fair
    Value Measurements 157-2, (FSP 157-2). FSP 157-2
 43




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Risks
    Foreign
    Exchange
          Interest
    Rates
         44




---



##### Table of Contents



Commodities
       45




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  HAYES
    LEMMERZ INTERNATIONAL, INC.
  INDEX TO
    FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


47Consolidated Statements of Operations


49Consolidated Balance Sheets


50Consolidated Statements of Cash Flows


51Consolidated Statements of Changes in
    Stockholders Equity


52Notes to Consolidated Financial Statements


53   46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
        Internal Control  Integrated Framework
   47




---



##### Table of Contents



Employers Accounting
    for Defined Benefit Pension and Other Post Retirement
    Plans  an amendment of FASB No. 87, 88, 106 and
    132(R) Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109
  
    48




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year EndedJanuary 31,


January 31,


January 31,2009


2008


2007(Dollars in millions, except per share amounts)Net sales



$
1,904.3


$
2,126.7


$
1,796.8Cost of goods sold




1,716.9



1,917.7



1,637.8Gross profit




187.4



209.0



159.0Marketing, general, and administrative




145.2



153.5



125.3Amortization of intangible assets

Note 7


10.7



10.2



10.2Asset impairments and other restructuring charges

Note 11


22.2



85.5



32.8Goodwill and other intangible assets impairment

Note 7


238.0







Other expense (income), net




23.6



(1.5
)


(13.8
)(Loss) earnings from operations




(252.3
)


(38.7
)


4.5Interest expense, net




61.1



62.2



75.2Other non-operating expense




3.2



8.5



Loss on early extinguishment of debt

Note 8


6.5



21.5



Loss from continuing operations before taxes and minority
    interest




(323.1
)


(130.9
)


(70.7
)Income tax expense

Note 14


30.7



29.9



40.2Loss from continuing operations before minority interest




(353.8
)


(160.8
)


(110.9
)Minority interest

Note 16


16.4



21.0



10.6Loss from continuing operations




(370.2
)


(181.8
)


(121.5
)Discontinued operations:Earnings (loss) from discontinued operations, net of tax of
    ($0.8), $0.6, and ($1.1), respectively

Note 12


0.9



2.2



(43.0
)Loss on sale of discontinued operations, net of tax of $0.0,
    $2.0, and $0.0, respectively

Note 12


(2.4
)


(14.8
)


(2.4
)Total loss from discontinued operations, net of tax

Note 12


(1.5
)


(12.6
)


(45.4
)Net loss



$
(371.7
)

$
(194.4
)

$
(166.9
)Loss per common share dataBasic and diluted:








Restated



RestatedLoss from continuing operations

Notes 2 & 20

$
(3.65
)

$
(2.09
)

$
(2.10
)Earnings (loss) from discontinued operations








0.03



(0.75
)Loss on sale of discontinued operations




(0.02
)


(0.17
)


(0.04
)Net loss

Notes 2 & 20

$
(3.67
)

$
(2.23
)

$
(2.89
)Weighted average shares outstanding
    (in thousands)

Notes 2 & 20


101,345



87,040



57,836    49




---



##### Table of Contents



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


January 31,2009


2008(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents

Note 2

$
107.5


$
160.2Receivables, net

Note 2


157.3



305.6Other receivables

Note 17


15.4



48.3Inventories

Note 4


156.9



179.1Assets held for sale

Note 6


8.1



21.4Deferred tax assets

Note 14


3.2



5.0Prepaid expenses




7.7



7.2Total current assets




456.1



726.8Property, plant, and equipment, net

Note 5


499.2



616.8Goodwill

Note 7






240.5Customer relationships, net

Note 7


87.8



103.7Other intangible assets, net

Note 7


24.6



65.0Deferred tax assets

Note 14






4.2Other assets




28.5



48.9Total assets



$
1,096.2


$
1,805.9LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank borrowings and other notes

Note 8

$
46.6


$
32.9Current portion of long-term debt

Note 8


622.1



4.8Accounts payable




133.0



372.0Accrued payroll and employee benefits




53.2



76.4Liabilities held for sale

Note 6






8.2Other accrued liabilities




66.3



61.6Total current liabilities




921.2



555.9Long-term debt, net of current portion

Note 8


1.4



572.2Deferred tax liabilities

Note 14


46.7



76.1Pension and other long-term liabilities

Note 10


354.0



328.9Minority interest

Note 16


65.8



70.5Commitments and contingencies

Note 13Stockholders equity:Preferred stock, 1,000,000 shares authorized, none issued
    or outstanding at January 31, 2009 or January 31, 2008








Common stock, par value $0.01 per share:200,000,000 shares authorized; 101,819,597 and 101,057,966
    issued and outstanding at January 31, 2009 and
    January 31, 2008, respectively




1.0



1.0Additional paid in capital




887.1



882.0Accumulated deficit




(1,302.1
)


(928.7
)Accumulated other comprehensive income

Note 2


121.1



248.0Total stockholders equity




(292.9
)


202.3Total liabilities and stockholders equity



$
1,096.2


$
1,805.9    50




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year EndedJanuary 31,


January 31,


January 31,2009


2008


2007(Dollars in millions)Cash flows from operating activities:Net loss

$
(371.7
)

$
(194.4
)

$
(166.9
)Adjustments to reconcile net loss to net cash provided by (used
    for) operating activities:Net loss from discontinued operations


1.5



12.6



45.4Depreciation and tooling amortization


93.8



101.9



101.3Amortization of intangibles


10.7



10.2



10.2Amortization of deferred financing fees and accretion of discount


2.3



3.4



5.7Change in deferred income taxes


(14.9
)


(5.4
)


16.2Asset impairments


9.4



81.1



22.0Goodwill and other intangible assets impairment


238.0







Minority interest


16.4



21.0



10.6Equity compensation expense


4.9



11.1



2.0Loss on early extinguishment of debt


6.5



21.5



Loss (gain) on sale of assets and businesses


36.9



11.5



(2.3
)Changes in operating assets and liabilities that increase
    (decrease) cash flows:Receivables


104.6



(39.9
)


(30.9
)Other receivables


32.9



(5.1
)


57.7Inventories


(6.7
)


(9.1
)


(6.9
)Prepaid expenses and other


8.8



(10.9
)


1.3Accounts payable and accrued liabilities


(235.8
)


98.2



5.3Cash (used for) provided by operating activities


(62.4
)


107.7



70.7Cash flows from investing activities:Purchase of property, plant, equipment, and tooling


(80.2
)


(102.4
)


(70.4
)Sale of assets and businesses


(24.0
)


2.3



10.2Capital contributed by minority shareholders










0.4Cash used for investing activities


(104.2
)


(100.1
)


(59.8
)Cash flows from financing activities:Changes in bank borrowings and credit facilities


21.0



1.2



1.6Proceeds from issuance of long term debt






524.1



Proceeds from revolver


125.0







Repayment of long-term debt


(4.3
)


(659.6
)


(20.9
)Dividends to minority shareholders


(12.4
)


(11.8
)


(3.9
)Call premium on redemption of Senior Notes






(9.0
)


Bank finance fees paid


(2.8
)


(14.8
)


(4.0
)Fees paid for extinguishment of debt


(1.5
)






Net proceeds from issuance of common stock






185.4



Cash provided by (used for) financing activities


125.0



15.5



(27.2
)Cash flows of discontinued operations:Net cash provided by operating activities


2.2



2.7



26.2Net cash (used for) provided by investing activities


(2.4
)


94.6



(2.9
)Net cash used for financing activities






(4.9
)


(13.4
)Net cash (used for) provided by discontinued operations


(0.2
)


92.4



9.9Effect of exchange rate changes on cash and cash equivalents


(10.9
)


6.2



2.4(Decrease) increase in cash and cash equivalents


(52.7
)


121.7



(4.0
)Cash and cash equivalents at beginning of period


160.2



38.5



42.5Cash and cash equivalents at end of period

$
107.5


$
160.2


$
38.5    51




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AccumulatedOtherPar


Paid in


Accumulated


ComprehensiveShares


Value


Capital


Deficit


Income


Total(Dollars in millions, except share amounts)Balance at January 31, 2006


37,991,269


$
0.4


$
675.9


$
(566.3
)

$
73.3


$
183.3Preferred stock dividends declared














(0.4
)






(0.4
)Comprehensive income (loss):Net loss














(166.9
)






(166.9
)Currency translation adjustment, net of tax of $0.8


















44.8



44.8Minimum pension liability adjustment, net of tax of $3.1


















4.6



4.6Unrealized loss on derivatives


















(2.5
)


(2.5
)Total comprehensive loss






















(120.0
)Shares issued due to vesting of restricted stock units


474,092



















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


5,073



















Adjustment resulting from adoption of SFAS 158, net of tax
    of $0.7


















36.2



36.2Equity compensation expense










2.7











2.7Balance at January 31, 2007


38,470,434



0.4



678.6



(733.6
)


156.4


$
101.8Preferred stock dividends declared





$



$



$
(0.7
)

$



$
(0.7
)Comprehensive income (loss):Net loss














(194.4
)






(194.4
)Currency translation adjustment, net of tax of $2.6


















55.2



55.2Change in retirement plans funding status, net of tax of
    $4.5


















36.7



36.7Change in unrealized loss on derivatives, net of tax of $0.0


















(0.3
)


(0.3
)Total comprehensive loss






















(102.8
)Shares issued for options exercised and restricted stock units
    vested


2,025,503



















Common stock issued to note holders


1,049,020







5.3











5.3Common stock issued, net of fees


59,423,077



0.6



184.8











185.4Shares of redeemable preferred stock of subsidiary converted
    into common stock


89,932







2.1











2.1Equity compensation expense










11.2











11.2Balance at January 31, 2008


101,057,966


$
1.0


$
882.0


$
(928.7
)

$
248.0


$
202.3Preferred stock dividends declared














(0.5
)






(0.5
)Comprehensive income:Net loss














(371.7
)






(371.7
)Currency translation adjustment, net of tax ($0.8)


















(60.4
)


(60.4
)Change in retirement plans funding status, net of tax of
    $1.3


















(70.6
)


(70.6
)Change in unrealized loss on derivatives, net of tax of $0.0


















4.7



4.7Total comprehensive loss






















(498.0
)Shares of redeemable preferred stock of subsidiary converted
    into common stock


14,152







0.2











0.2Shares issued for vested restricted stock units


747,479



















Pension measurement date adjustment














(1.2
)


(0.6
)


(1.8
)Equity compensation expense










4.9











4.9Balance at January 31, 2009


101,819,597


$
1.0


$
887.1


$
(1,302.1
)

$
121.1


$
(292.9
)    52




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Years
    Ended January 31, 2009, 2008, and 2007
  Note 1.
    Description
    of Business  12-month
          Note 2.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis
    of Presentation
   53




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   53.1




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Summary
    of Significant Accounting Policies
  Principles of Consolidation:
  Cash and Cash Equivalents:
  Accounts Receivable:
  Inventories: first-in,
  Property, Plant, and Equipment:
  Buildings


12-25 yearsMachinery and equipment


1-10 years    54




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Special Tooling:
  Goodwill and Other Intangible Assets:
    Impairment of Long-lived Assets:
  Financial Instruments:
    Pension and Postretirement Benefits Other Than
    Pension:
 55




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Accumulated Other Comprehensive
    Income:
    Year Ended January 31,2009


2008


2007Currency translation adjustment

$
124.8


$
185.2


$
130.0Pension adjustments


(3.7
)


67.5



30.8Unrealized loss on derivatives  cash flow hedge






(4.7
)


0.3Unrealized loss on derivatives  net investment hedge










(4.7
)Total

$
121.1


$
248.0


$
156.4   Revenue Recognition:
  Research and Development Costs:
 56




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset Impairment Losses and Other Restructuring
    Charges:
  Product Warranties:
    Year Ending January 31,2009


2008


2007Balance at the beginning of year

$
0.1


$
0.1


$
2.6Change in accrual


0.5



0.1



(0.1
)Cash payments


(0.5
)


(0.1
)


(2.4
)Balance at the end of year

$
0.1


$
0.1


$
0.1   Sale of Receivables:
        Foreign Currency
    Translation/Transaction:
  Taxes on Income:
 57




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
  Taxes Collected from Customers and Remitted to Governmental
    Authorities:
  Environmental Costs.
  Weighted Average
    Shares Outstanding:
  January 31,2009


2008


2007Basic weighted average shares outstanding


101,345



87,040



57,836Dilutive effect of options and warrants










Diluted weighted average shares outstanding


101,345



87,040



57,836    58




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Statements of Cash Flows:
  January 31,2009


2008


2007Supplemental cash flow disclosures:Cash paid for interest

$
53.1


$
59.1


$
70.7Net cash paid for income taxes on continuing operations


45.8



33.4



18.7Net cash (received) paid for income taxes on discontinued
    operations






(0.4
)


2.6   Stock-Based Compensation:
  Note 3.
    Acquisitions
    and Divestitures of Businesses           59




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 4.
    Inventories    January 31,


January 31,2009


2008Raw materials

$
48.0


$
41.4Work-in-process


18.7



41.8Finished goods


60.2



62.4Spare parts and supplies


30.0



33.5Total

$
156.9


$
179.1   Note 5.
    Property,
    Plant, and Equipment    January 31,


January 31,2009


2008Land

$
39.5


$
46.4Buildings


156.0



196.7Machinery and equipment


702.0



758.7897.5



1,001.8Accumulated depreciation


(398.3
)


(385.0
)Property, plant, and equipment, net

$
499.2


$
616.8     Year Ended January 31,2009


2008


2007Depreciation expense

$
87.1


$
94.5


$
90.6Tooling amortization


6.7



7.4



10.7Total

$
93.8


$
101.9


$
101.3  60




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6.
    Assets
    Held for Sale    January 31,


January 31,2009


2008Gainesville, Georgia facility

$
5.3


$
Huntington, Indiana facility


1.7



2.7Ferndale, Michigan facility


1.1



Nuevo Laredo, Mexico business






16.0Howell, Michigan facility






2.7Total

$
8.1


$
21.4       January 31,


January 31,2009


2008Receivables

$



$
11.3Inventories






4.1Prepaid expenses and other assets






0.1Property, plant, and equipment, net






0.5Total assets held for sale

$



$
16.0Accounts payable and accrued liabilities

$



$
8.0Total liabilities held for sale

$



$
8.0    61




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    Goodwill
    and Other Intangible Assets    January 31, 2009


January 31, 2008Weighted


Gross





Net


Gross





NetAverage


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


Amount


Amount


Amortization


AmountAmortized intangible assets:Customer relationships


30 years


$
108.8


$
(21.0
)

$
87.8


$
123.4


$
(19.7
)

$
103.7Customer contracts


6 years



21.9



(21.3
)


0.6



25.1



(21.8
)


3.3Unpatented technology


8 years



27.9



(19.9
)


8.0



31.2



(18.4
)


12.815 years


$
158.6


$
(62.2
)

$
96.4


$
179.7


$
(59.9
)

$
119.8Non-amortized
    intangible assets:Trade names





$
16.0










$
48.9Goodwill





$











$
240.5       AutomotiveWheels


Other


TotalBalance as of January 31, 2008

$
240.5


$



$
240.5Purchase of Brazil minority interest


1.5







1.5Goodwill impairment


(211.4
)






(211.4
)Effects of currency translation


(30.6
)






(30.6
)Balance as of January 31, 2009

$



$



$
     non-amortized
  Note 8.
    Bank
    Borrowings, Other Notes, and Long-Term Debt   62




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 31,


January 31,2009


2008Various foreign bank and government loans maturing through 2014,
    weighted average interest rates of 3.9% and 4.0% at
    January 31, 2009 and 2008, respectively

$
2.3


$
3.3Term Loan maturing 2014, weighted average interest rate of 10.2%
    and 7.4% as of January 31, 2009 and January 31, 2008,
    respectively


328.9



381.58.25% New Senior Notes due 2015


167.3



192.2Revolving Credit Facility at 8.5% as of January 31, 2009


125.0



623.5



577.0Less current portion of long-term debt


622.1



4.8Long-term debt, net of current portion

$
1.4


$
572.2   86-30,
  2009


2010


2011


2012


2013


TotalVarious foreign bank and government loans

$
0.9


$
0.7


$



$



$



$
1.6Term loan


328.9



















328.98.25% Senior notes


167.3



















167.3Revolving credit facility


125.0



















125.0Total

$
622.1


$
0.7


$



$



$



$
622.8   Euro
    Denominated Debt
    Rights
    Offering
   63




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
  Old
    Notes
  1 2
  Tender
    Offer for Senior Notes
    New
    Senior Notes
    Credit
    Facility
     64




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           65




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Covenant
    Compliance
      Loss
    on early extinguishment of debt
    Note 9.
    Derivative
    Instruments and Hedging Activities     66




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   66.1




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 10.
    Pension
    Plans and Postretirement Benefits Other Than Pensions      InternationalUnited States Plans


PlansPension Benefits


Other Benefits


Pension Benefits2008


2007


2008


2007


2008


2007Change in Benefit Obligation:Benefit obligation at beginning of year

$
174.7


$
189.3


$
157.7


$
172.4


$
153.2


$
150.9Adjustments for gap period:Service and interest cost during gap period


2.8



N/A



2.3



N/A



N/A



N/AGap period cash flow


(3.8
)


N/A



(3.5
)


N/A



N/A



N/AService cost


1.0



1.0











0.6



0.7Interest cost


10.3



10.4



9.3



9.5



7.9



7.3Employee contributions


















0.1



0.1Actuarial gain


(3.4
)


(10.8
)


(5.7
)


(9.2
)


(4.8
)


(14.4
)Adjustments


















6.2



1.1Plan amendments


















0.6



Plan settlements


















(4.4
)


(1.8
)Benefits and expenses paid


(15.3
)


(15.2
)


(12.6
)


(15.0
)


(10.7
)


(10.2
)Exchange rate changes


















(20.0
)


19.5Benefit obligation at end of year

$
166.3


$
174.7


$
147.5


$
157.7


$
128.7


$
153.2   67




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  United States Plans


International PlansPension Benefits


Other Benefits


Pension Benefits2008


2007


2008


2007


2008


2007Change in Plan Assets:Fair value of plan assets at beginning of year

$
168.7


$
153.4


$



$



$
14.6


$
14.2Adjustments for gap period:Additional experience during gap period


(15.7
)


N/A







N/A



N/A



N/AGap period cash flow


(1.2
)


N/A







N/A



N/A



N/AActual return on plan assets


(47.0
)


19.6











1.0



0.8Company contributions


6.0



10.9



12.6



15.0



10.5



9.9Employee contributions


















0.1



0.1Adjustments


















(2.6
)


0.4Plan settlements


















(4.4
)


(1.8
)Benefits paid and plan expenses


(15.3
)


(15.2
)


(12.6
)


(15.0
)


(10.7
)


(10.2
)Exhange rate changes


















(2.6
)


1.2Fair value of plan assets at end of year

$
95.5


$
168.7


$



$



$
5.9


$
14.6Funded Status:Funded status of plan

$
(70.8
)

$
(6.0
)

$
(147.5
)

$
(157.7
)

$
(122.8
)

$
(138.6
)Company contributions


N/A



2.6



N/A



3.4



N/A



Net amount recognized

$
(70.8
)

$
(3.4
)

$
(147.5
)

$
(154.3
)

$
(122.8
)

$
(138.6
)Net Liability Recognized:Noncurrent assets

$



$



$



$



$



$
1.3Current liabilities


(0.1
)


(0.2
)


(13.2
)


(13.9
)


(9.6
)


(9.2
)Noncurrent liabilities


(70.7
)


(3.2
)


(134.3
)


(140.4
)


(113.2
)


(130.7
)Net amount recognized

$
(70.8
)

$
(3.4
)

$
(147.5
)

$
(154.3
)

$
(122.8
)

$
(138.6
)AOCI Recognized:Net prior service cost

$



$



$



$



$
1.5


$
Net actuarial loss (gain)


43.6



(33.2
)


(33.5
)


(29.5
)


(9.9
)


(7.2
)Net amount recognized

$
43.6


$
(33.2
)

$
(33.5
)

$
(29.5
)

$
(8.4
)

$
(7.2
)Determination of adjustment due to FAS 158 Measurement
    Date Adoption:Increase/(decrease) in retained earnings

$
0.7



N/A


$
(1.9
)


N/A



N/A



N/AIncrease/(decrease) in AOCI


(0.2
)


N/A



(0.4
)


N/A



N/A



N/A    68




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    United States PlansPension Benefits





Other Benefits2008


2007


2006


2008


2007


2006Components of net periodic benefit cost (income):Service cost

$
1.0


$
1.0


$
1.0


$



$



$
0.1Interest cost


10.3



10.4



11.1



9.3



9.5



10.6Expected return on plan assets


(13.2
)


(12.3
)


(10.7
)










Net amortization and deferral


(0.9
)










(1.5
)


(0.3
)


(0.2
)Net benefit cost

$
(2.8
)

$
(0.9
)

$
1.4


$
7.8


$
9.2


$
10.5Amount recognized in other comprehensive income:Net (loss) gain

$
(75.6
)

$
17.9


$
15.3


$
5.9


$
9.1


$
20.9Net amortization


(1.2
)










(1.9
)


(0.3
)


(0.2
)Amount recognized in other comprehensive income

$
(76.8
)

$
17.9


$
15.3


$
4.0


$
8.8


$
20.7   International Plans Pension Benefits2008


2007


2006Components of net periodic benefit cost (income):Service cost

$
0.6


$
0.7


$
0.8Interest cost


7.9



7.3



6.1Expected return on plan assets


(0.9
)


(0.8
)


(0.5
)Curtailment loss recognized


0.6







Settlement (gain) loss recognized


(0.5
)


0.2



Net amortization and deferral










0.2Net benefit cost

$
7.7


$
7.4


$
6.6Amount recognized in other comprehensive income:Net prior service cost

$
(0.6
)

$



$
Net gain


3.5



14.5



8.2Net amortization










0.2Amount recognized in other comprehensive income

$
2.9


$
14.5


$
8.4  69




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    InternationalUnited States Plans


PlansPension





PensionBenefits


Other Benefits


Benefits2008


2007


2008


2007


2008


2007Weighted average assumptions:Discount rate


6.25
%


5.75
%


6.25
%


5.75
%


5.60
%


4.70
%Expected return on plan assets


8.25
%


8.25
%


N/A



N/A



6.98
%


5.68
%Rate of compensation increase


N/A



N/A



N/A



N/A



2.70
%


2.65
%     InternationalUnited States Plans


PlansPension





PensionBenefits


Other Benefits


Benefits2008


2007


2008


2007


2008


2007Weighted average assumptions:Discount rate


7.00
%


6.25
%


7.00
%


6.25
%


6.15
%


5.60
%Rate of compensation increase


N/A



N/A



N/A



N/A



2.65
%


2.70
%       Expected
    Return on Assets
    Plan
    Contributions
   70




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Projected
    U.S. Benefit Payments
    2009


2010


2011


2012


2013


2014  2018


TotalUS Pension plans

$
14.8


$
14.7


$
14.6


$
14.4


$
14.2


$
69.8


$
142.5US Health care and life insurance benefit plans


13.2



13.3



13.3



13.2



13.1



62.3



128.4Non US Pension plans


11.2



10.0



10.4



10.1



10.6



54.5



106.8   Impact
    of Medicare Part D Subsidy
  (FSP 106-2).
  Decrease (increase) due to Medicare Part D Subsidy as of
    January 31, 2009:APBO

$
6.3Accrued benefit cost

$
(5.4
)Decrease (increase) due to Medicare Part D Subsidy on
    expense for fiscal 2008:Service cost

$
Interest cost


0.3Amortization of gain (loss)


(0.2
)Net periodic postretirement benefit cost

$
0.1     2009


2010


2011


2012


2013


2014  2018


TotalGross benefit payment

$
13.7


$
13.8


$
13.8


$
13.8


$
13.7


$
65.1


$
133.9Impact of Medicare Subsidy


0.5



0.5



0.5



0.6



0.6



2.8



5.5Net benefit payment

$
13.2


$
13.3


$
13.3


$
13.2


$
13.1


$
62.3


$
128.4  71




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension
    Benefit Asset Information
    2008


2007Asset Category:Equity


55.8
%


72.6
%Fixed income


42.2
%


25.7
%Other


2.0
%


1.7
%Total


100.0
%


100.0
%     
    Fixed income investments are oriented toward risk averse,
    investment grade securities. With the exception of
    U.S. Government securities, in which the plan may invest
    the entire fixed income allocation, fixed income investments are
    required to be diversified among individual securities and
    sectors. There is no limit on the maximum maturity of securities
    held. Short sales, margin purchases and similar speculative
    transactions are prohibited.
    Equity investments are diversified among capitalization and
    style and are required to be diversified among industries and
    economic sectors. Limitations are placed on the overall
    allocation to any individual security. Short sales, margin
    purchases, and similar speculative transactions are prohibited.    Policy Target


Policy RangeAsset Class:Domestic equity


45.0
%


35-75
%International equity


25.0
%


25-30
%Fixed income


30.0
%


25-35
%     Other
    Benefits
   72




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 11.
    Asset
    Impairments and Other Restructuring Charges    AutomotiveWheels


Other


TotalFiscal 2008Facility closure costs

$
3.0


$
0.4


$
3.4Asset impairments


9.4







9.4Severance and other restructuring costs


8.7



0.7



9.4Total

$
21.1


$
1.1


$
22.2Fiscal 2007Facility closure costs

$
3.3


$
0.3


$
3.6Asset impairments


49.5



31.6



81.1Severance and other restructuring costs






0.8



0.8Total

$
52.8


$
32.7


$
85.5Fiscal 2006Facility closure costs

$
3.6


$



$
3.6Asset impairments


16.8



5.2



22.0Severance and other restructuring costs


4.1



3.1



7.2Total

$
24.5


$
8.3


$
32.8   Asset
    Impairment Losses and Other Restructuring Charges for the Year
    Ended January 31, 2009
    Automotive Wheels:
  Other:
 73




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset
    Impairment Losses and Other Restructuring Charges for the Year
    Ended January 31, 2008
    Automotive Wheels:
  Other:
  Asset
    Impairment Losses and Other Restructuring Charges for the Year
    Ended January 31, 2007
    Automotive Wheels:
  Other: reduction-in-force
  Severance
    and Other Restructuring Accrued Expense
    Cash Paymentsand Effects ofJanuary 31,


Amounts


Foreign


January 31,2008


Accrued


Currency


2009Facility closure costs

$



$
3.4


$
(3.2
)

$
0.2Severance and other restructuring charges


0.2



9.4



(5.6
)


4.0$
0.2


$
12.8


$
(8.8
)

$
4.2   Note 12.
    Discontinued
    Operations   74




---



##### Table of Contents



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


MGG Group


Suspension


TotalNet sales

$



$



$



$
(Loss) earnings before income tax expense






(2.4
)


0.1



(2.3
)Income tax benefit


(0.8
)










(0.8
)Net income (loss)

$
0.8


$
(2.4
)

$
0.1


$
(1.5
)       Brakes Business


MGG Group


Suspension


Hub and Drum


TotalNet sales

$
83.6


$
55.5


$
6.8


$



$
145.9Earnings (loss) before income tax expense


21.4



(27.8
)


(4.3
)


0.7



(10.0
)Income tax expense (benefit)


3.2



(0.6
)










2.6Net income (loss)

$
18.2


$
(27.2
)

$
(4.3
)

$
0.7


$
(12.6
)       Brakes Business


MGG Group


Suspension


TotalNet sales

$
119.8


$
139.9


$
229.8


$
489.5Earnings (loss) before income tax expense


8.6



(6.6
)


(48.7
)


(46.7
)Income tax expense (benefit)


0.7



(1.8
)






(1.1
)Minority interest






(0.2
)






(0.2
)Net income (loss)

$
7.9


$
(4.6
)

$
(48.7
)

$
(45.4
)   Note 13.
    Commitments
    and Contingencies  Legal
    Proceedings
   75




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           76




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               77




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Leases
    2009

$
3.82010


1.22011


0.62012


0.42013 and later years


0.2Total minimum payments required

$
6.2     Note 14.
    Taxes on
    Income    2008


2007


2006U.S. loss

$
(97.7
)

$
(187.1
)

$
(125.6
)Foreign income


(225.4
)


56.2



54.9Total

$
(323.1
)

$
(130.9
)

$
(70.7
)  78




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Current:Federal

$
(1.8
)

$
0.6


$
0.2State and local


0.7



(0.3
)


1.5Foreign


46.0



40.8



30.0$
44.9


$
41.1


$
31.7Deferred:Federal

$
1.1


$
(0.9
)

$
State and local


0.3



(0.1
)


0.6Foreign


(15.6
)


(10.2
)


7.9(14.2
)


(11.2
)


8.5Income tax expense

$
30.7


$
29.9


$
40.2       2008


2007


2006Federal tax benefit computed at statutory rate

$
(113.0
)

$
(45.8
)

$
(24.8
)Increase (decrease) resulting from:State and other taxes


3.3







1.8Goodwill impairment


67.8



0.3



Non-deductible expenses


4.1



2.8



2.9Foreign statutory tax rate differential


6.3



(9.3
)


(22.6
)Change in foreign tax rates


(0.5
)


(6.4
)


(0.4
)Tax holidays


(0.8
)


(1.4
)


(3.1
)Loss (gain) on sale of subsidiary stock and restructuring


(6.8
)


(8.3
)


6.2Intercompany financing


1.8



(0.7
)


(3.0
)Tax exempt income


(0.2
)


(0.2
)


(0.1
)Parent taxation of subsidiary earnings


19.2



66.3



1.4Change in valuation allowance


54.7



20.7



82.3Mexican MAQUILLA/Asset/IETU


0.7



15.6



0.9All other items


(5.9
)


(3.7
)


(1.3
)Income tax expense

$
30.7


$
29.9


$
40.2    79




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Deferred tax assets attributable to:Accrued liabilities

$
14.3


$
18.0Operating loss carryforwards


285.2



210.9Property, plant, and equipment


16.5



21.7Pension


45.2



49.7Inventories


2.8



3.9Other


6.9



8.1Total gross deferred tax assets


370.9



312.3Less valuation allowance


(325.8
)


(264.9
)Net deferred tax assets

$
45.1


$
47.4Deferred tax liabilities attributable to:Property, plant, and equipment

$
(27.3
)

$
(34.9
)Intangible assets


(34.7
)


(52.9
)Intercompany notes






(0.3
)Other


(26.8
)


(26.9
)Total gross deferred tax liabilities


(88.8
)


(115.0
)Net deferred tax liabilities

$
(43.7
)

$
(67.6
)     2008


2007Current assets

$
3.2


$
5.0Current liabilities


(0.2
)


(0.7
)Non current assets






4.2Non current liabilities


(46.7
)


(76.1
)Net deferred tax liabilities

$
(43.7
)

$
(67.6
)      80




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Balance at February 1, 2008

$
11.1Decreases related to prior year tax positions


(4.5
)Increases related to current year tax positions


0.4Settlements


Reclassifications


Lapse of statute of limitations


(2.2
)Balance at January 31, 2009

$
4.8            81




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15.
    Stock
    Based Benefit Plans         82




---



##### Table of Contents



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


AverageShares


Exercise PriceOutstanding at January 31, 2006


1,722,235


$
10.16Granted






Exercised






Cancelled/forfeited


(387,596
)


10.65Outstanding at January 31, 2007


1,334,639


$
10.01Granted


1,883,244



5.17Exercised


(7,790
)


4.52Cancelled/forfeited


(227,317
)


9.67Outstanding at January 31, 2008


2,982,776


$
7.00Granted


1,272,984



2.45Exercised






Expired


(4,493
)


10.35Cancelled/forfeited


(337,367
)


6.54Outstanding at January 31, 2009


3,913,900


$
5.55Balance vested at:January 31, 2007


1,334,639


$
10.01January 31, 2008


1,617,323


$
9.70January 31, 2009


2,007,909


$
7.96Weighted average grant date fair value for options granted
    during the year ending:January 31, 2007





$
January 31, 2008


1,883,244


$
2.44January 31, 2009


1,272,984


$
1.39     Outstanding


ExercisableWeighted








WeightedWeighted


Average





Weighted


AverageNumber of


Number


Average


Remaining





Average


RemainingShares


of Shares


Exercise


Contractual


Number of


Exercise


ContractualRange of Exercisable Prices:

Vested


Unvested


Price


Life


Shares


Price


Life$ 1.90 - $ 3.79


604,255



1,905,991


$
3.12



8.9757



634,854


$
3.47



8.7057$ 3.80 - $ 5.68


96,390







4.34



7.4659



65,791



4.42



6.8520$ 5.69 - $ 7.57


12,408







6.87



5.6920



12,408



6.87



5.6920$ 7.58 - $ 9.47


10,484







7.66



5.6646



10,484



7.66



5.6646$ 9.48 - $11.36


1,270,910







10.35



4.2309



1,270,910



10.35



4.2309$11.37 - $13.25


13,462







13.07



4.8953



13,462



13.07



4.89532,007,909



1,905,991


$
5.55



7.3645



2,007,909


$
7.96



5.7526  83




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 31, 2009


January 31, 2008Risk free interest rate


2.6-3.3
%


3.3-4.9
%Expected life


5.2-6.5



3.0-6.5Expected volatility


59.8-60.6
%


61.0-61.8
%Expected dividends


0
%


0
%     WeightedAverageNumber of


Grant DateShares


Fair ValueOutstanding at January 31, 2006


1,357,705


$
12.14Granted


921,500



2.94Exercised


(371,074
)


12.38Forfeited


(231,132
)


12.11Outstanding at January 31, 2007


1,676,999


$
7.03Granted


1,830,556



4.97Exercised


(1,908,793
)


7.29Forfeited


(146,147
)


6.68Outstanding at January 31, 2008


1,452,615


$
4.13Granted


1,099,470



2.45Exercised


(855,449
)


4.05Forfeited


(172,745
)


3.68Outstanding at January 31, 2009


1,523,891


$
3.06   Note 16.
    Minority
    Interest in Equity of Consolidated Subsidiaries        January 31, 2009


January 31, 2008Minority interest in consolidated affiliates

$
54.3


$
59.3Minority interest in preferred stock


11.5



11.2Total minority interest

$
65.8


$
70.5  84




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 17.
    Off
    Balance Sheet Arrangements            Note 18.
    Segment
    Information   85




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended January 31,2009


2008


2007Revenues:Automotive Wheels

$
1,848.4


$
2,051.9


$
1,671.9Other


55.9



74.8



124.9Total

$
1,904.3


$
2,126.7


$
1,796.8Earnings (loss) from operations:Automotive Wheels

$
(262.3
)

$
36.7


$
53.3Other


10.0



(75.4
)


(48.8
)Total

$
(252.3
)

$
(38.7
)

$
4.5Interest expense, net:Automotive Wheels

$
2.6


$
5.1


$
8.5Other


58.5



57.1



66.7Total

$
61.1


$
62.2


$
75.2Income tax expense (benefit):Automotive Wheels

$
32.6


$
36.4


$
42.9Other


(1.9
)


(6.5
)


(2.7
)Total

$
30.7


$
29.9


$
40.2Depreciation and amortization:Automotive Wheels

$
100.7


$
104.0


$
99.0Other


3.8



8.1



12.5Total

$
104.5


$
112.1


$
111.5Capital expenditures:Automotive Wheels

$
77.6


$
91.6


$
65.4Other


2.6



10.8



5.0Total

$
80.2


$
102.4


$
70.4     January 31,


January 31,2009


2008Total assets:Automotive Wheels

$
1,171.8


$
1,956.6Other


(75.6
)


(150.7
)Total

$
1,096.2


$
1,805.9Goodwill:Automotive Wheels

$



$
240.5Other






Total

$



$
240.5  86




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Customer
    Concentration
    Year Ended January 31, 2009AutomotiveWheels


Other


TotalFord Motor Company


16.2
%


0.4
%


16.6
%General Motors Corporation


11.2
%


1.1
%


12.3
%Total


27.4
%


1.5
%


28.9
%   Year Ended January 31, 2008AutomotiveWheels


Other


TotalFord Motor Company


16.7
%


0.8
%


17.5
%General Motors Corporation


12.8
%


0.2
%


13.0
%Total


29.5
%


1.0
%


30.5
%   Year Ended January 31, 2007AutomotiveWheels


Other


TotalFord Motor Company


17.7
%


1.3
%


19.0
%General Motors Corporation


17.1
%


0.5
%


17.6
%Total


34.8
%


1.8
%


36.6
%     Year Ended January 31, 2009AutomotiveWheels


Other


TotalGermany

$
346.0


$



$
346.0United States


294.0



45.1



339.1Brazil


274.8







274.8Czech Republic


213.9







213.9Turkey


207.9







207.9Other foreign countries


511.8



10.8



522.6Total

$
1,848.4


$
55.9


$
1,904.3   87




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended January 31, 2008AutomotiveWheels


Other


TotalUnited States

$
373.9


$
61.7


$
435.6Germany


355.5







355.5Brazil


241.2







241.2Czech Republic


239.7







239.7Turkey


201.6







201.6Other foreign countries


640.0



13.1



653.1Total

$
2,051.9


$
74.8


$
2,126.7   Year Ended January 31, 2007AutomotiveWheels


Other


TotalUnited States

$
349.8


$
105.0


$
454.8Germany


264.7







264.7Czech Republic


193.9







193.9Brazil


191.7







191.7Turkey


126.3







126.3Other foreign countries


545.5



19.9



565.4Total

$
1,671.9


$
124.9


$
1,796.8   Note 19.
    Selected
    Quarterly Financial Data (Unaudited)    Quarter Ended


Year EndedApril 30,


July 31,


October 31,


January 31,


January 31,2008


2008


2008


2009


2009Net sales

$
573.8


$
563.5


$
497.0


$
270.0


$
1,904.3Gross profit (loss)


63.7



71.9



56.6



(4.8
)


187.4Loss from continuing operations

$
(12.8
)

$
(47.0
)

$
(8.1
)

$
(302.3
)

$
(370.2
)(Loss) income from discontinued operations










(2.3
)


0.8



(1.5
)Net loss

$
(12.8
)

$
(47.0
)

$
(10.4
)

$
(301.5
)

$
(371.7
)Basic and diluted net loss per share from continuing operations

$
(0.13
)

$
(0.46
)

$
(0.08
)

$
(2.97
)

$
(3.65
)Basic and diluted net loss per share from discontinued operations










(0.02
)


0.01



(0.02
)Basic and diluted net loss per share

$
(0.13
)

$
(0.46
)

$
(0.10
)

$
(2.96
)

$
(3.67
)   88




---



##### Table of Contents



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


Year EndedApril 30,


July 31,


October 31,


January 31,


January 31,2007


2007


2007


2008


2008Net sales as reported in filed
    Form 10-Qs

$
561.0


$
570.3


$
554.9


$
529.1


$
2,215.3Less discontinued operations  MGG Group


31.7















31.7Less discontinued operations  Brakes business


30.7



26.2











56.9Reconciliation to
    Form 10-K
    sales

$
498.6


$
544.1


$
554.9


$
529.1


$
2,126.7Gross profit as reported in filed
    Form 10-Qs

$
61.5


$
56.7


$
58.1


$
41.6


$
217.9Less discontinued operations


5.3



3.6











8.9Reconciliation to
    Form 10-K
    gross profit

$
56.2


$
53.1


$
58.1


$
41.6


$
209.0Loss from continuing operations as reported in filed
    Form 10-Qs

$
(10.8
)

$
(61.2
)

$
(62.7
)

$
(44.4
)

$
(179.1
)Less discontinued operations


1.8



0.9











2.7Reconciliation to
    Form 10-K
    loss from continuing operations

$
(12.6
)

$
(62.1
)

$
(62.7
)

$
(44.4
)

$
(181.8
)Loss from discontinued operations as reported in filed
    Form 10-Qs

$
(4.5
)

$
(25.9
)

$



$
15.1


$
(15.3
)Less discontinued operations


(1.8
)


(0.9
)










(2.7
)Reconciliation to
    Form 10-K
    loss from discontinued operations

$
(2.7
)

$
(25.0
)

$



$
15.1


$
(12.6
)Net loss

$
(15.3
)

$
(87.1
)

$
(62.7
)

$
(29.3
)

$
(194.4
)Loss per common share data(1)Basic and diluted


Restated



Restated











RestatedLoss from continuing operations

$
(0.21
)

$
(0.72
)

$
(0.62
)

$
(0.44
)

$
(2.09
)Loss from discontinued operations


(0.05
)


(0.29
)






0.15



(0.14
)Net loss

$
(0.26
)

$
(1.01
)

$
(0.62
)

$
(0.29
)

$
(2.23
)Restated



Restated











RestatedWeighted average shares outstanding 
    (in thousands)


59,304



86,652



100,382



100,900



87,040     (1)
    
    See Note 20, Prior Period Accounting Errors, for additional
    information.  Note 20.
    Prior
    Period Accounting Errors   89




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-Ks
  Year Ended January 31,2008


2007Net loss as presented

$
(194.4
)

$
(166.9
)Weighted average shares (in thousands) as presented


80,533



38,307Corrected weighted average shares


87,040



57,836Loss per share as presented

$
(2.41
)

$
(4.36
)Corrected loss per share

$
(2.23
)

$
(2.89
)   Note 21.
    New
    Accounting Pronouncements    Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 90




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value Measurements 157-2, (FSP 157-2). FSP 157-2
  Note 22.
    Fair
    Value Measurement    Level 1:
    Observable inputs, such as quoted market prices in active
    markets, for identical assets or liabilities that are accessible
    at the measurement date.Level 2:
    Inputs, other than quoted market prices included in Level 1,
    that are observable either directly or indirectly for the asset
    or liability.Level 3:
    Unobservable inputs that reflect the entitys own
    assumptions about the exit price of the asset or liability.
    Unobservable inputs may be used if there is little or no market
    data for the asset or liability at the measurement date.    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).   91




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        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     January 31, 2009Carrying





Fair ValueValue


Fair Value


HierarchyDeutsche Bank Swap, 40 million

$
1.9


$
1.9



Level 2Deutsche Bank Swap, 30 million


1.4



1.4



Level 2UBS Swap, 25 million


1.2



1.2



Level 2UBS Swap, 25 million


1.1



1.1



Level 2Total swaps

$
5.6


$
5.6     Note 23.
    Condensed
    Consolidating Financial Statements      Guarantor
    and Nonguarantor Financial Statements
   92




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    Year Ended January 31, 2009
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Net sales

$



$



$
1,201.4


$
770.4


$
(67.5
)

$
1,904.3Cost of goods sold


0.2







1,116.0



667.4



(66.7
)


1,716.9Gross (loss) profit


(0.2
)






85.4



103.0



(0.8
)


187.4Marketing, general, and administrative






1.4



105.3



38.5







145.2Equity in (earnings) losses of subsidiaries and joint ventures


371.5















(371.5
)


Asset impairments and other restructuring charges










9.6



12.6







22.2Goodwill and other intangible assets impairment














238.0







238.0Amortization of intangibles










0.6



10.1







10.7Other (income) expense, net










(6.1
)


10.7



19.0



23.6(Loss) earnings loss from operations


(371.7
)


(1.4
)


(24.0
)


(206.9
)


351.7



(252.3
)Interest expense (income), net






79.8



(36.5
)


17.8







61.1Other non-operating (income) expense










(2.7
)


1.6



4.3



3.2Loss on early extinguishment of debt






5.5



1.0











6.5(Loss) earnings from continuing operations before taxes on
    income and minority interest


(371.7
)


(86.7
)


14.2



(226.3
)


347.4



(323.1
)Income tax expense






1.6



30.2



(1.1
)






30.7(Loss) earnings from continuing operations before minority
    interest


(371.7
)


(88.3
)


(16.0
)


(225.2
)


347.4



(353.8
)Minority interest














16.4







16.4(Loss) earnings from continuing operations


(371.7
)


(88.3
)


(16.0
)


(241.6
)


347.4



(370.2
)Loss from discontinued operations, net of tax










(1.5
)










(1.5
)Net (loss) income

$
(371.7
)

$
(88.3
)

$
(17.5
)

$
(241.6
)

$
347.4


$
(371.7
)  93




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    Year Ended January 31, 2008
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Net sales

$



$



$
1,356.9


$
861.0


$
(91.2
)

$
2,126.7Cost of goods sold


0.2







1,265.3



743.4



(91.2
)


1,917.7Gross (loss) profit


(0.2
)






91.6



117.6







209.0Marketing, general, and administrative






0.4



119.1



34.0







153.5Equity in losses (earnings) of subsidiaries and joint ventures


194.2



88.6











(282.8
)


Asset impairments and other restructuring charges










74.3



11.2







85.5Other expense (income), net






30.8



(22.3
)


(112.0
)


112.2



8.7(Loss) earnings from operations


(194.4
)


(119.8
)


(79.5
)


184.4



170.6



(38.7
)Interest expense, net






38.9



6.0



17.3







62.2Other non-operating expense (income)










4.4



(15.2
)


19.3



8.5Loss on early extinguishment of debt










21.5











21.5(Loss) earnings from continuing operations before taxes on
    income and minority interest


(194.4
)


(158.7
)


(111.4
)


182.3



151.3



(130.9
)Income tax expense






0.2



16.0



13.7







29.9(Loss) earnings from continuing operations before minority
    interest


(194.4
)


(158.9
)


(127.4
)


168.6



151.3



(160.8
)Minority interest














21.0







21.0(Loss) earnings from continuing operations


(194.4
)


(158.9
)


(127.4
)


147.6



151.3



(181.8
)(Loss) earnings from discontinued operations, net of tax










(20.0
)


7.4







(12.6
)Net (loss) income

$
(194.4
)

$
(158.9
)

$
(147.4
)

$
155.0


$
151.3


$
(194.4
)  94




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
  For the
    Year Ended January 31, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Net sales

$



$



$
1,231.2


$
644.6


$
(79.0
)

$
1,796.8Cost of goods sold


0.2







1,155.5



561.5



(79.4
)


1,637.8Gross (loss) profit


(0.2
)






75.7



83.1



0.4



159.0Marketing, general, and administrative










89.8



35.5







125.3Equity in losses (earnings) of subsidiaries and joint ventures


166.7















(166.7
)


Asset impairments and other restructuring charges










16.6



16.2







32.8Other (income) expense, net










(185.7
)


182.1







(3.6
)(Loss) earnings from operations


(166.9
)






155.0



(150.7
)


167.1



4.5Interest expense, net










71.9



3.3







75.2Other non-operating (income) expense










(1.6
)


0.1



1.5



(Loss) earnings from continuing operations before taxes on
    income and minority interest


(166.9
)






84.7



(154.1
)


165.6



(70.7
)Income tax expense










22.2



18.0







40.2(Loss) earnings from continuing operations before minority
    interest


(166.9
)






62.5



(172.1
)


165.6



(110.9
)Minority interest














10.6







10.6(Loss) earnings from continuing operations


(166.9
)






62.5



(182.7
)


165.6



(121.5
)Loss from discontinued operations, net of tax










(20.6
)


(24.8
)






(45.4
)Net (loss) income

$
(166.9
)

$



$
41.9


$
(207.5
)

$
165.6


$
(166.9
)  95




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
  As of
    January 31, 2009
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Cash and cash equivalents

$



$
5.8


$
61.2


$
40.5


$



$
107.5Receivables










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










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
)


499.2Goodwill and other assets


(292.9
)


702.7



496.2



48.4



(813.5
)


140.9Total assets

$
(292.9
)

$
708.5


$
1,066.5


$
443.9


$
(829.8
)

$
1,096.2Bank 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 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
)


400.7Minority interest










11.6



55.2



(1.0
)


65.8Parent loans






(3.2
)


(50.4
)


143.4



(89.8
)


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 stockholders equity


(292.9
)


209.0



456.5



56.4



(721.9
)


(292.9
)Total liabilities and stockholders equity

$
(292.9
)

$
708.5


$
1,066.5


$
443.9


$
(829.8
)

$
1,096.2  96




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
  As of
    January 31, 2008
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Cash and cash equivalents

$



$
84.7


$
30.3


$
45.2


$



$
160.2Receivables










151.1



154.5







305.6Other receivables










48.3



48.3



(48.3
)


48.3Inventories










111.3



67.8







179.1Assets held for sale










21.4











21.4Prepaid expenses and other










7.0



5.3



(0.1
)


12.2Total current assets






84.7



369.4



321.1



(48.4
)


726.8Property, plant, and equipment, net










376.5



240.4



(0.1
)


616.8Goodwill and other assets


202.3



811.0



112.6



346.3



(1,009.9
)


462.3Total assets

$
202.3


$
895.7


$
858.5


$
907.8


$
(1,058.4
)

$
1,805.9Bank borrowings and other notes

$



$



$
29.6


$
3.3


$



$
32.9Current portion of long term debt






3.8







1.0







4.8Liabilities held for sale










8.2











8.2Accounts payable and accrued liabilities






6.2



288.5



263.7



(48.4
)


510.0Total current liabilities






10.0



326.3



268.0



(48.4
)


555.9Long term debt, net of current portion






569.9



0.6



1.7







572.2Pension and other long term liabilities










287.8



117.2







405.0Minority interest










11.2



60.5



(1.2
)


70.5Parent loans






487.9



(543.3
)


78.1



(22.7
)


Common stock


1.0



















1.0Additional paid-in capital


882.0



(54.3
)


1,249.4



304.5



(1,499.6
)


882.0Retained earnings (accumulated deficit)


(928.7
)


(149.2
)


(590.4
)


(101.5
)


841.1



(928.7
)Accumulated other comprehensive income (loss)


248.0



31.4



116.9



179.3



(327.6
)


248.0Total stockholders equity


202.3



(172.1
)


775.9



382.3



(986.1
)


202.3Total liabilities and stockholders equity

$
202.3


$
895.7


$
858.5


$
907.8


$
(1,058.4
)

$
1,805.9  97




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    Year Ended January 31, 2009
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$
(0.2
)

$
(80.6
)

$
26.7


$
(5.8
)

$
(2.5
)

$
(62.4
)Cash flows from investing activities:Purchase of property, plant, equipment, and tooling










(33.7
)


(46.5
)






(80.2
)Investment in subsidiaries


(41.1
)


(0.5
)


(427.8
)


72.4



397.0



Sale of assets and businesses










0.5



(27.7
)


3.2



(24.0
)Cash (used for) provided by investing activities


(41.1
)


(0.5
)


(461.0
)


(1.8
)


400.2



(104.2
)Cash flows from financing activities:Changes in bank borrowings and credit facility










1.3



19.7







21.0Fees paid for extinguishment of debt






(1.5
)














(1.5
)Proceeds from revolver










125.0











125.0Repayment of long-term debt






(3.6
)


0.2



(0.9
)






(4.3
)Bank finance fees paid






(1.6
)


(1.2
)










(2.8
)Increase (decrease) from parent investment


41.3



437.6



(2.2
)


(82.2
)


(394.5
)


Dividends paid to minority shareholders














(12.4
)






(12.4
)Cash provided by (used for) financing activities


41.3



430.9



123.1



(75.8
)


(394.5
)


125.0(Decrease) increase in parent loans and advances






(427.6
)


344.6



86.2



(3.2
)


Net cash used for discontinued operations










(0.2
)










(0.2
)Effect of exchange rates on cash and cash equivalents






(1.1
)


(2.4
)


(7.4
)






(10.9
)(Decrease) increase in cash and cash equivalents






(78.9
)


30.8



(4.6
)






(52.7
)Cash and cash equivalents at beginning of period






84.7



30.3



45.2







160.2Cash and cash equivalents at end of period

$



$
5.8


$
61.1


$
40.6


$



$
107.5  98




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    Year Ended January 31, 2008
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$
(0.2
)

$
(32.8
)

$
8.6


$
151.4


$
(19.3
)

$
107.7Cash flows from investing activities:Purchase of property, plant, equipment, and tooling










(47.1
)


(55.3
)






(102.4
)Proceeds from disposal of assets and businesses










1.7



0.6







2.3Investment in subsidiaries


0.3



(875.4
)


684.7



479.4



(289.0
)


Cash provided by (used for) investing activities


0.3



(875.4
)


639.3



424.7



(289.0
)


(100.1
)Cash flows from financing activities:Changes in bank borrowings and credit facilities










(0.6
)


1.8







1.2Proceeds from issuance of long term debt






524.1















524.1Repayment of long-term debt






(2.8
)


(655.8
)


(1.0
)






(659.6
)Net proceeds from issuance of common stock


185.4



















185.4Proceeds from parent investment






(0.8
)


423.6



(571.5
)


148.7



Dividends to minority shareholders














(11.8
)






(11.8
)Bank finance fees paid






(9.2
)


(14.6
)










(23.8
)Cash provided by (used for) financing activities


185.4



511.3



(247.4
)


(582.5
)


148.7



15.5(Decrease) increase in parent loans and advances


(185.5
)


480.8



(420.2
)


(34.7
)


159.6



Net cash provided by discontinued operations










40.6



51.8







92.4Effect of exchange rates on cash and cash equivalents






0.8



1.2



4.2







6.2Increase in cash and cash equivalents






84.7



22.1



14.9







121.7Cash and cash equivalents at beginning of period










8.2



30.3







38.5Cash and cash equivalents at end of period

$



$
84.7


$
30.3


$
45.2


$



$
160.2  99




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
  For the
    Year Ended January 31, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$
(0.2
)

$



$
(0.2
)

$
72.6


$
(1.5
)

$
70.7Cash flows from investing activities:Purchase of property, plant, equipment, 
    and tooling










(37.2
)


(33.2
)






(70.4
)Investment in subsidiaries


0.2







(263.3
)


206.0



57.1



Proceeds from sale of assets










9.9



0.3







10.2Capital contributed by minority shareholders














0.4







0.4Cash provided by (used for) investing activities


0.2







(290.6
)


173.5



57.1



(59.8
)Cash flows from financing activities:Changes in bank borrowings and credit facilities










0.6



1.0







1.6Repayment of long-term debt










(19.9
)


(1.0
)






(20.9
)Increase (decrease) from parent investment










431.2



(390.2
)


(41.0
)


Dividends to minority shareholders














(3.9
)






(3.9
)Bank finance fees paid










(4.0
)










(4.0
)Cash provided by (used for) financing activities










407.9



(394.1
)


(41.0
)


(27.2
)(Decrease) increase in parent loans and advances










(83.5
)


98.1



(14.6
)


Net cash (used for) provided by discontinued operations










(27.1
)


37.0







9.9Effect of exchange rates on cash and cash equivalents










(1.1
)


3.5







2.4Increase (decrease) in cash and cash equivalents










5.4



(9.4
)






(4.0
)Cash and cash equivalents at beginning of period










2.8



39.7







42.5Cash and cash equivalents at end of period

$



$



$
8.2


$
30.3


$



$
38.5  100




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  a)
    Evaluation
    of Disclosure Controls and Procedures    Rules 13a-15(e) 15d-15(e)
  b)
    Managements
    Annual Report on Internal Control over Financial
    Reporting  Rule 13a-15(f).
        c)
    Changes
    in Internal Control Over Financial Reporting    Item 9B.
    Other
    Information   101




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers, and Corporate Governance  Form 10-K Form 10-K)
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of Securities





Number of Securitiesto be Issued Upon


Weighted Average


Remaining Available forExercise of


Exercise Price of


Future Issuance UnderOutstanding Option,


Outstanding Options,


Equity Compensation PlansPlan Category  Equity

Warrants, and Rights


Warrants, and Rights


(Excluding SecuritiesCompensation Plans

(a)(1)


(b)(2)


Reflected in Column (a))(c)Plans approved by security holders


5,437,791


$
5.55



955,374Plans not approved by security holders










Total


5,437,791


$
5.55



955,374     (1)
    
    Consists of 3,913,900 options and 1,523,891 restricted stock
    units.(2)
    
    Weighted average exercise price includes 3,913,900 options and
    excludes 1,523,891 restricted stock units, which do not have an
    exercise price.  Form 10-K.,
  Form 10-K.,
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K.
 102




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Financial Statement Schedule
      Exhibits
  2
.1

Modified First Amended Joint Plan of Reorganization of Hayes
    Lemmerz International, Inc. and Its Affiliated Debtors and
    Debtors in Possession, as Further Modified (incorporated by
    reference to Exhibit 2.1 to our Current Report on Form 8-K,
    filed May 21, 2003).3
.1

Certificate of Incorporation of HLI Holding Company, Inc.,
    effective as of May 6, 2003, as amended to date (incorporated by
    reference to Exhibit 3.1 to our Annual Report on Form 10-K for
    the fiscal year ended January 31, 2007, filed April 10, 2008).3
.2

By-Laws of Hayes Lemmerz International, Inc., effective as of
    May 30, 2003, as amended to date. (incorporated by reference to
    Exhibit 3.1 to our Current Report on Form 8-K , filed September
    26, 2009.4
.1

Amended and Restated Equity Purchase and Commitment Agreement,
    dated as of April 16, 2007, by and between Hayes Lemmerz
    International, Inc. and Deutsche Bank Securities, Inc.
    (incorporated by reference to Exhibit 99.2 to our Current Report
    on Form 8-K, filed April 18, 2007).4
.2

Indenture, dated as of May 30, 2007, by and among Hayes Lemmerz
    Finance LLC  Luxembourg S.C.A., the Guarantors named
    therein, U.S. Bank National Association, as Trustee, and
    Deutsche Bank AG, London Branch, as London Paying Agent
    (incorporated by reference to Exhibit 4.1 to our Current Report
    on Form 8-K, filed June 5, 2007).4
.3

Supplemental Indenture and Guaranty Release, dated as of
    November 9, 2007, by and among Hayes Lemmerz Finance
    LLC  Luxembourg S.C.A., the Guarantors named therein,
    and U.S. Bank National Association, as Trustee.* (incorporated
    by reference to Exhibit 4.3 to our Annual Report on Form 10-K
    for the fiscal year ended January 31, 2007, filed April 10,
    2008).4
.4

Form of 8.25% Senior Notes due 2015 (attached as Exhibit A
    to the Indenture filed as Exhibit 4.1 to our Current Report on
    Form 8-K, filed June 5, 2007).4
.5

Registration Rights Agreement, dated as of May 30, 2007, by and
    between Hayes Lemmerz Finance LLC  Luxembourg S.C.A.,
    the Guarantors named therein, and Deutsche Bank AG, London
    Branch, Citigroup Global Markets Inc., and UBS Limited
    (incorporated by reference to Exhibit 4.2 to our Current Report
    on Form 8-K, filed June 5, 2007).4
.6

Registration Rights Agreement, dated as of May 30, 2007, by and
    between Hayes Lemmerz International, Inc., Deutsche Bank
    Securities Inc. (incorporated by reference to Exhibit 4.3 to our
    Current Report on Form 8-K, filed June 5, 2007).4
.7

Exchange Agreement, dated as of June 3, 2003, by and between
    Hayes Lemmerz International, Inc., HLI Parent Company, Inc.
    and HLI Operating Company, Inc. regarding the Series A Preferred
    Stock issued by HLI Operating Company, Inc. (incorporated by
    reference to Exhibit 4.3 to our Quarterly Report on
    Form 10-Q for the quarterly period ended April 30, 2003,
    filed June 16, 2003).10
.1

Amended and Restated Employment Agreement between Hayes and
    Curtis J. Clawson, dated September 26, 2001 (incorporated
    by reference from our Quarterly Report on Form 10-Q for the
    quarter ended October 31, 2001, filed on April 18, 2002).10
.2

Form of Employment Agreement between Hayes and certain of its
    officers (incorporated by reference from our Quarterly Report on
    Form 10-Q for the quarter ended October 31, 2001, filed on April
    18, 2002).10
.3

Hayes Lemmerz International, Inc. Long Term Incentive Plan
    (incorporated by reference to Exhibit 10.1 to our Registration
    Statement No. 333-110684 on Form S-8, filed on November 21,
    2003).10
.4

Hayes Lemmerz International, Inc. Critical Employee Retention
    Plan (incorporated by reference to Exhibit 10.2 to our
    Registration Statement No. 333-110684 on Form S-8, filed on
    November 21, 2003).10
.5

Amendment No. 1 to Hayes Lemmerz International, Inc. Long Term
    Incentive Plan (incorporated by reference to Appendix A to our
    definitive proxy statement on Schedule 14A for our 2007 Annual
    Meeting of Stockholders, filed on May 31, 2007). 103




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10
.6

Form of Directors Indemnification Agreement (incorporated by
    reference to Exhibit 10.49 to our Quarterly Report on Form 10-Q
    for the quarterly period ended July 31, 2003, filed September
    15, 2003, as amended).10
.7

Stock Purchase Agreement dated as of October 14, 2005 by and
    among HLI Operating Company, Inc., HLI Commercial Highway
    Holding Company, Inc., and Hayes Lemmerz
    International  Commercial Highway, Inc. and Precision
    Partners Holding Company, as amended by an Amendment to Stock
    Purchase Agreement dated November 11, 2005 (incorporated by
    reference to Exhibit 10.25 to our Quarterly Report on Form 10-Q
    filed on December 9, 2005).10
.8

Stock Purchase Agreement among HLI Operating Company, Inc., HLI
    Suspension Holding Company, Inc. and Diversified Machine, Inc.
    dated February 1, 2007 (incorporated by reference to Exhibit
    23.1 to our Quarterly Report on Form 10-Q for the quarter ended
    April 30, 2007, filed on June 8, 2007).10
.9

Stock Purchase Agreement, dated as of November 9, 2007, between
    HLI Brakes Holding Company, Inc., and Brembo North America, Inc.
    (incorporated by reference to Exhibit 10.24 to our Quarterly
    Report on Form 10-Q for the quarterly period ended October 31,
    2007, filed on December 10, 2007).10
.10

Framework Agreement on the Ongoing Purchase of Receivables dated
    as of October 10, 2005 by and between Hayes Lemmerz Werke GmbH
    and MHB Financial Services GmbH & Co. KG (incorporated by
    reference to Exhibit 10.24 to our Quarterly Report on Form 10-Q
    filed on December 9, 2005).10
.11

Second Amended and Restated Credit Agreement, dated as of May
    30, 2007, among HLI Operating Company, Inc., Hayes Lemmerz
    Finance LLC  Luxembourg S.C.A., Hayes Lemmerz
    International, Inc., the lenders from time to time party
    thereto, Citicorp North America, Inc., as Administrative Agent
    and as Documentation Agent, and Deutsche Bank Securities Inc.,
    as Syndication Agent (incorporated by reference to Exhibit 10.1
    to our Current Report on Form 8-K, filed June 5, 2007).10
.12

Amendment No. 1 to Credit Agreement, dated as of January 30,
    2009, among HLI Operating Company, Inc., Hayes Lemmerz Finance
    LLC  Luxembourg S.C.A., Hayes Lemmerz International, Inc.,
    the lenders party thereto, and Citicorp North America, Inc., as
    Administrative Agent.*10
.13

Second Amended and Restated Pledge and Security Agreement, dated
    as of May 30, 2007, among Hayes Lemmerz International, Inc. and
    HLI Operating Company, Inc., as Grantors, the other Grantors
    party thereto, Citicorp North America, Inc., as Administrative
    Agent, and Deutsche Bank Securities Inc., as Syndication Agent
    (incorporated by reference to Exhibit 10.2 to our Current Report
    on Form 8-K, filed June 5, 2007).10
.14

Second Amended and Restated Guaranty, dated as of May 30, 2007,
    among Hayes Lemmerz International, Inc. and HLI Operating
    Company, Inc., the other Guarantors party thereto, and Citicorp
    North America, Inc., as Administrative Agent (incorporated by
    reference to Exhibit 10.23 to our Quarterly Report on
    Form 10-Q for the quarterly period ended July 31, 2007,
    filed on September 7, 2007).10
.15

Hayes Lemmerz International, Inc. Performance Cash Plan
    (incorporated by reference to Exhibit 10.1 to our Current Report
    on Form 8-K filed on July 17, 2008).10
.16

Form of Award Agreement under Hayes Lemmerz International, Inc.
    Performance Cash Plan (incorporated by reference to Exhibit 10.2
    to our Current Report on Form 8-K filed on July 17, 2008).14


Code of Ethics (incorporated by reference to Exhibit 10.8 to our
    Annual Report on Form 10-K filed on April 12, 2004).21


Hayes Subsidiaries.*24


Powers of Attorney.*31
.1

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

Certification of Mark A. Brebberman, 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 Mark A. Brebberman, 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.*99
.1

Amended and Restated Certificate of Incorporation of HLI
    Operating Company, Inc., effective as of May 30, 2003
    (incorporated by reference to Exhibit 4.3 to our Quarterly
    Report on Form 10-Q for the quarterly period ended April 30,
    2003, filed June 16, 2003).     *
    
    Filed electronically herewith. 104




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SIGNATURES      By:
    /s/  MARK
    A. BREBBERMAN   Vice President, Finance and
 Chief Financial Officer
      Signature

Title

Date/s/  CURTIS
    J. CLAWSONCurtis
    J. Clawson

Chairman of the Board of Directors
    Chief Executive Officer,
    President and Director

May 11, 2009/s/  MARK
    A. BREBBERMANMark
    A. Brebberman

Vice President, Finance and
    Chief Financial Officer

May 11, 2009/s/  DAVID
    JORGENSENDavid
    Jorgensen

Corporate Controller

May 11, 2009/s/  WILLIAM
    C. CUNNINGHAM*William
    C. Cunningham

Director

May 11, 2009/s/  GEORGE
    T. HAYMAKER, JR.*George
    T. Haymaker, Jr.

Lead Director

May 11, 2009/s/  CYNTHIA
    FELDMANN*Cynthia
    Feldmann

Director

May 11, 2009/s/  MOHSEN
    SOHI*Mohsen
    Sohi

Director

May 11, 2009/s/  HENRY
    D.G. WALLACE*Henry
    D.G. Wallace

Director

May 11, 2009/s/  RICHARD
    F. WALLMAN*Richard
    F. Wallman

Director

May 11, 2009*

/s/  PATRICK
    C. CAULEYPatrick
    C. CauleyAttorney-in-fact  105




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HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Year Ending January 31,2009


2008


2007Allowance for doubtful accounts:

(Dollars in millions)Balance at beginning of year

$
1.5


$
1.8


$
3.5Additions charged to costs and expenses






0.1



0.5Deductions


(1.2
)


(0.4
)


(2.2
)Balance at end of year

$
0.3


$
1.5


$
1.8  106




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EXHIBIT INDEX
  2
.1

Modified First Amended Joint Plan of Reorganization of Hayes
    Lemmerz International, Inc. and Its Affiliated Debtors and
    Debtors in Possession, as Further Modified (incorporated by
    reference to Exhibit 2.1 to our Current Report on Form 8-K,
    filed May 21, 2003).3
.1

Certificate of Incorporation of HLI Holding Company, Inc.,
    effective as of May 6, 2003, as amended to date (incorporated by
    reference to Exhibit 3.1 to our Annual Report on Form 10-K for
    the fiscal year ended January 31, 2007, filed April 10, 2008).3
.2

By-Laws of Hayes Lemmerz International, Inc., effective as of
    May 30, 2003, as amended to date. (incorporated by reference to
    Exhibit 3.1 to our Current Report on Form 8-K , filed September
    26, 2009.4
.1

Amended and Restated Equity Purchase and Commitment Agreement,
    dated as of April 16, 2007, by and between Hayes Lemmerz
    International, Inc. and Deutsche Bank Securities, Inc.
    (incorporated by reference to Exhibit 99.2 to our Current Report
    on Form 8-K, filed April 18, 2007).4
.2

Indenture, dated as of May 30, 2007, by and among Hayes Lemmerz
    Finance LLC  Luxembourg S.C.A., the Guarantors named
    therein, U.S. Bank National Association, as Trustee, and
    Deutsche Bank AG, London Branch, as London Paying Agent
    (incorporated by reference to Exhibit 4.1 to our Current Report
    on Form 8-K, filed June 5, 2007).4
.3

Supplemental Indenture and Guaranty Release, dated as of
    November 9, 2007, by and among Hayes Lemmerz Finance
    LLC  Luxembourg S.C.A., the Guarantors named therein,
    and U.S. Bank National Association, as Trustee.* (incorporated
    by reference to Exhibit 4.3 to our Annual Report on Form 10-K
    for the fiscal year ended January 31, 2007, filed April 10,
    2008).4
.4

Form of 8.25% Senior Notes due 2015 (attached as Exhibit A
    to the Indenture filed as Exhibit 4.1 to our Current Report on
    Form 8-K, filed June 5, 2007).4
.5

Registration Rights Agreement, dated as of May 30, 2007, by and
    between Hayes Lemmerz Finance LLC  Luxembourg S.C.A.,
    the Guarantors named therein, and Deutsche Bank AG, London
    Branch, Citigroup Global Markets Inc., and UBS Limited
    (incorporated by reference to Exhibit 4.2 to our Current Report
    on Form 8-K, filed June 5, 2007).4
.6

Registration Rights Agreement, dated as of May 30, 2007, by and
    between Hayes Lemmerz International, Inc., Deutsche Bank
    Securities Inc. (incorporated by reference to Exhibit 4.3 to our
    Current Report on Form 8-K, filed June 5, 2007).4
.7

Exchange Agreement, dated as of June 3, 2003, by and between
    Hayes Lemmerz International, Inc., HLI Parent Company, Inc.
    and HLI Operating Company, Inc. regarding the Series A Preferred
    Stock issued by HLI Operating Company, Inc. (incorporated by
    reference to Exhibit 4.3 to our Quarterly Report on
    Form 10-Q for the quarterly period ended April 30, 2003,
    filed June 16, 2003).10
.1

Amended and Restated Employment Agreement between Hayes and
    Curtis J. Clawson, dated September 26, 2001 (incorporated
    by reference from our Quarterly Report on Form 10-Q for the
    quarter ended October 31, 2001, filed on April 18, 2002).10
.2

Form of Employment Agreement between Hayes and certain of its
    officers (incorporated by reference from our Quarterly Report on
    Form 10-Q for the quarter ended October 31, 2001, filed on April
    18, 2002).10
.3

Hayes Lemmerz International, Inc. Long Term Incentive Plan
    (incorporated by reference to Exhibit 10.1 to our Registration
    Statement No. 333-110684 on Form S-8, filed on November 21,
    2003).10
.4

Hayes Lemmerz International, Inc. Critical Employee Retention
    Plan (incorporated by reference to Exhibit 10.2 to our
    Registration Statement No. 333-110684 on Form S-8, filed on
    November 21, 2003).10
.5

Amendment No. 1 to Hayes Lemmerz International, Inc. Long Term
    Incentive Plan (incorporated by reference to Appendix A to our
    definitive proxy statement on Schedule 14A for our 2007 Annual
    Meeting of Stockholders, filed on May 31, 2007).10
.6

Form of Directors Indemnification Agreement (incorporated by
    reference to Exhibit 10.49 to our Quarterly Report on Form 10-Q
    for the quarterly period ended July 31, 2003, filed September
    15, 2003, as amended).10
.7

Stock Purchase Agreement dated as of October 14, 2005 by and
    among HLI Operating Company, Inc., HLI Commercial Highway
    Holding Company, Inc., and Hayes Lemmerz
    International  Commercial Highway, Inc. and Precision
    Partners Holding Company, as amended by an Amendment to Stock
    Purchase Agreement dated November 11, 2005 (incorporated by
    reference to Exhibit 10.25 to our Quarterly Report on Form 10-Q
    filed on December 9, 2005). 107




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10
.8

Stock Purchase Agreement among HLI Operating Company, Inc., HLI
    Suspension Holding Company, Inc. and Diversified Machine, Inc.
    dated February 1, 2007 (incorporated by reference to Exhibit
    23.1 to our Quarterly Report on Form 10-Q for the quarter ended
    April 30, 2007, filed on June 8, 2007).10
.9

Stock Purchase Agreement, dated as of November 9, 2007, between
    HLI Brakes Holding Company, Inc., and Brembo North America, Inc.
    (incorporated by reference to Exhibit 10.24 to our Quarterly
    Report on Form 10-Q for the quarterly period ended October 31,
    2007, filed on December 10, 2007).10
.10

Framework Agreement on the Ongoing Purchase of Receivables dated
    as of October 10, 2005 by and between Hayes Lemmerz Werke GmbH
    and MHB Financial Services GmbH & Co. KG (incorporated by
    reference to Exhibit 10.24 to our Quarterly Report on Form 10-Q
    filed on December 9, 2005).10
.11

Second Amended and Restated Credit Agreement, dated as of May
    30, 2007, among HLI Operating Company, Inc., Hayes Lemmerz
    Finance LLC  Luxembourg S.C.A., Hayes Lemmerz
    International, Inc., the lenders from time to time party
    thereto, Citicorp North America, Inc., as Administrative Agent
    and as Documentation Agent, and Deutsche Bank Securities Inc.,
    as Syndication Agent (incorporated by reference to Exhibit 10.1
    to our Current Report on Form 8-K, filed June 5, 2007).10
.12

Amendment No. 1 to Credit Agreement, dated as of January 30,
    2009 among HLI Operating Company, Inc., Hayes Lemmerz Finance
    LLC  Luxembourg S.C.A., Hayes Lemmerz International,
    Inc., the lenders party thereto, Citicorp North America, Inc.,
    as Administrative Agent.*10
.13

Second Amended and Restated Pledge and Security Agreement, dated
    as of May 30, 2007, among Hayes Lemmerz International, Inc. and
    HLI Operating Company, Inc., as Grantors, the other Grantors
    party thereto, Citicorp North America, Inc., as Administrative
    Agent, and Deutsche Bank Securities Inc., as Syndication Agent
    (incorporated by reference to Exhibit 10.2 to our Current Report
    on Form 8-K, filed June 5, 2007).10
.14

Second Amended and Restated Guaranty, dated as of May 30, 2007,
    among Hayes Lemmerz International, Inc. and HLI Operating
    Company, Inc., the other Guarantors party thereto, and Citicorp
    North America, Inc., as Administrative Agent (incorporated by
    reference to Exhibit 10.23 to our Quarterly Report on
    Form 10-Q for the quarterly period ended July 31, 2007,
    filed on September 7, 2007).10
.15

Hayes Lemmerz International, Inc. Performance Cash Plan
    (incorporated by reference to Exhibit 10.1 to our Current Report
    on Form 8-K filed on July 17, 2008).10
.16

Form of Award Agreement under Hayes Lemmerz International, Inc.
    Performance Cash Plan (incorporated by reference to Exhibit 10.2
    to our Current Report on Form 8-K filed on July 17, 2008).14


Code of Ethics (incorporated by reference to Exhibit 10.8 to our
    Annual Report on Form 10-K filed on April 12, 2004).21


Hayes Subsidiaries.*24


Powers of Attorney.*31
.1

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

Certification of Mark A. Brebberman, 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 Mark A. Brebberman, 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.*99
.1

Amended and Restated Certificate of Incorporation of HLI
    Operating Company, Inc., effective as of May 30, 2003
    (incorporated by reference to Exhibit 4.3 to our Quarterly
    Report on Form 10-Q for the quarterly period ended April 30,
    2003, filed June 16, 2003).     *
    
    Filed electronically herewith. 108




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