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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT of 1934For the fiscal year ended January 31, 2008
    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-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   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 be filed 
    pursuant to Regulation 14A within 120 days after
    Registrants fiscal year end of January 31, 2008


Part III




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##### Table of Contents





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


16Item 2.

Properties


17Item 3.

Legal Proceedings


17Item 4.

Submission of Matters to a Vote of Security
    Holders


20PART IIItem 5.

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


20Item 6.

Selected Financial Data


22Item 7.

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


23Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


39Item 8.

Financial Statements and Supplementary Data


41Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


95Item 9A.

Controls and Procedures


95Item 9B

Other Information


95PART IIIItem 10.

Directors, Executive Officers, and Corporate
    Governance


96Item 11.

Executive Compensation


96Item 12.

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


96Item 13.

Certain Relationships and Related Transactions
    and Director Independence


96Item 14.

Principal Accountant Fees and Services


96PART IVItem 15.

Exhibits and Financial Statement Schedules


97Signatures


100Certificate of IncorporationBy-LawsSupplemental Indenture and Guaranty ReleaseAmendment No. 3 to Receivables Financing AgreementHayes SubsidiariesConsent of Independent Registered Public Accounting FirmPowers of AttorneyCertification of Curtis J. Clawson, Chairman of the Board, President and Chief Executive Officer, pursuant to Section 302Certification of James A. Yost, Executive Vice President and Chief Financial Officer, pursuant to Section 302Certification of Curtis J. Clawson, Chairman of the Board, President and Chief Executive Officer, pursuant to Section 906Certification of James A. Yost, Executive Vice President and Chief Financial Officer, pursuant to Section 906  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 2007 means the period beginning February 1, 2007,
    and ending January 31, 2008). This report contains forward
    looking statements with respect to our financial condition,
    results of operations, and business. All statements other than
    statements of historical fact made in this 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; (3) changes in general economic conditions;
    (4) our dependence on the automotive industry (which has
    historically been cyclical) and on a small number of major
    customers for the majority of our sales; (5) pricing
    pressure from automotive industry customers and the potential
    for re-sourcing of business to lower-cost providers;
    (6) changes in the financial markets or our debt ratings
    affecting our financial structure and our cost of capital and
    borrowed money; (7) the uncertainties inherent in
    international operations and foreign currency fluctuations; and
    (8) 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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PART I  Item 1.
    Business  Business
    Overview and Development
  12-month
            Segment
    Information
   3




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Automotive
    Wheels Products
    Cast
    Aluminum Wheels for Passenger Cars and Light
    Trucks
  ®
  Europe.
  Customers.
  Competition.
 4




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




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Manufacturing.
  North America.
  Customers.
  Competition.
  Manufacturing.
  South America.
  Customers.
  Competition.
  Manufacturing.
  Commercial
    Highway Wheels
    Europe.
  Customers.
  Competition.
  Manufacturing.
  North America.
 6




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Customers.
  Competition.
  Manufacturing.
  South America and Asia.
  Customers.
  Competition.
  Manufacturing.
  Other
    Products
    Customers.
  Competition.
  Manufacturing.
  Material
    Source and Supply
     7




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Intellectual
    Property
      Seasonality
    Working
    Capital
  work-in-process,
  Customer
    Dependence
      Backlog
   8




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Competition
    Research
    and Development
    Environmental
    Compliance
    Employees
    Financial
    Information about Geographic Areas
      Year Ended January 31,2008


2007


2006Revenues:United States

$
435.6


$
454.8


$
536.3Brazil


241.2



191.7



165.2Czech Republic


239.7



193.9



158.0Germany


355.5



264.7



230.5Other foreign countries


854.7



691.7



636.2Total

$
2,126.7


$
1,796.8


$
1,726.2    9




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Available
    Information
  www.hayes-lemmerz.com Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors.  Risks
    Related to our Business
  Cyclical
    demand in the automotive industry may adversely affect our
    business.
    We
    depend on a small number of significant customers.
    Our
    customers cost cutting efforts and purchasing practices
    may adversely impact our business.
    We
    operate in the highly competitive automotive supply
    industry.
   10




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Increased
    cost of supplies and raw materials could affect our financial
    health.
      Our
    results of operations could be adversely affected by the high
    price of gasoline.
    Unexpected
    equipment failures, delays in deliveries, or catastrophic loss
    at any of our manufacturing facilities could lead to production
    curtailments or shutdowns.
   11




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We
    have significant international operations that subject us to
    risks not faced by domestic competitors.
    
    agreements may be difficult to enforce and receivables difficult
    to collect through a foreign countrys legal system;
    foreign customers may have longer payment cycles;
    foreign countries may impose additional withholding taxes or
    otherwise tax our foreign income, impose tariffs or adopt other
    restrictions on foreign trade or investment, including foreign
    exchange controls;
    foreign laws or regulations may restrict our ability to
    repatriate cash from foreign operations;
    necessary export licenses or customs clearances may be difficult
    to obtain;
    intellectual property rights may be more difficult to enforce in
    foreign countries;
    political or economic conditions or exposure to local social
    unrest, including any resultant acts of war, terrorism or
    similar events in the countries in which we operate could have
    an adverse effect on our earnings from operations in those
    countries;
    unexpected adverse changes in foreign laws or regulatory
    requirements may occur;
    compliance with a variety of foreign laws and regulations may be
    difficult;
    in certain countries we are subject to nationwide collective
    labor agreements that we did not negotiate;
    labor laws in certain countries may make it more difficult or
    expensive to reduce our labor force in response to reduced
    demand;
    differing foreign tax structures may subject us to additional
    taxes or affect our ability to repatriate cash from our foreign
    subsidiaries; and
    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.    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.
   12




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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.
    A high
    percentage of our customers employees and certain of our
    employees are unionized or covered by collective bargaining
    agreements.
   13




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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.
    We may
    be unable to maintain trade credit with our
    suppliers.
    The
    nature of our business exposes us to product liability, recall,
    and warranty claims and other legal proceedings.
   14




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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 will
    divert a significant amount of cash from our business
    operations.
    
    requiring a substantial portion of our cash flow from operations
    to be dedicated to debt service and therefore not available for
    our operations, capital expenditures, and future business
    opportunities;
    increasing our vulnerability to a downturn in general economic
    conditions or in our business;
    limiting our ability to adjust to changing market conditions,
    placing us at a competitive disadvantage compared to our
    competitors that have relatively less debt; and
    limiting our ability to obtain additional financing or access
    additional funds under our New Credit Facility for capital
    expenditures, working capital, or general corporate purposes.  Restrictions
    and covenants in the indenture governing the New Notes and the
    New Credit Facility limit our ability to take certain actions
    and may limit access to our revolving credit
    facility.
    
    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.   15




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We may
    not generate sufficient cash flow to fund required capital
    expenditures, and for that and other reasons we may need
    additional financing in the future, which we may be unable to
    obtain.
    Our
    exposure to variable interest rates and foreign currency
    fluctuations may negatively affect our results.
    Our
    credit rating may be downgraded in the future.
    Item 1B.
    Unresolved
    Staff Comments   16




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Item 2.
    Properties      Owned/Location

Segment

Purpose

LeasedNorth AmericaAkron, OH

Automotive Wheels

Manufacturing

OwnedChihuahua, Mexico

Automotive Wheels

Manufacturing

OwnedGainesville, GA

Automotive Wheels

Manufacturing World Headquarters,

OwnedNorthville, MI

Other

R&D

OwnedNuevo Laredo, Mexico*

Other

Manufacturing

OwnedSedalia, MO

Automotive Wheels

Manufacturing

OwnedEuropeBarcelona, Spain

Automotive Wheels

Manufacturing

OwnedDello, Italy

Automotive Wheels

Manufacturing

OwnedHoboken, Belgium

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

LeasedSao Paulo, Brazil (2 facilities)

Automotive Wheels

Manufacturing

OwnedYokohama, Japan

Automotive Wheels

Sales Office

Leased     *
    
    This facility was reclassified as held for sale during fiscal
    2007.  Item 3.
    Legal
    Proceedings   17




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18




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19




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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  mark-up,
    High


LowFiscal 2007:Fourth quarter

$
5.02


$
3.05Third quarter


5.02



3.70Second quarter


6.37



4.34First quarter


7.98



4.26Fiscal 2006:Fourth quarter

$
5.23


$
1.75Third quarter


3.20



1.64Second quarter


3.38



2.47First quarter


3.75



2.04    20




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##### Table of Contents



Cumulative Total ReturnHayes LemmerzDate

International, Inc.


Peer Group


Nasdaq Composite6/9/03


100.00



100.00



100.001/31/04


167.12



120.77



128.941/31/05


72.84



101.49



128.581/31/06


33.88



94.28



143.761/31/07


41.51



99.42



153.611/31/08


31.97



94.55



149.00  21




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##### Table of Contents



Item 6.
    Selected
    Financial Data      Successor(2)


Predecessor(2)EightYear


Year


Year


Year


Months


FourEnded


Ended


Ended


Ended


Ended


MonthsJanuary 31,


January 31,


January 31,


January 31,


January 31,


Ended May 31,2008


2007


2006


2005


2004


2003Income Statement Data:Net sales

$
2,126.7


$
1,796.8


$
1,726.2


$
1,552.7


$
921.1


$
449.3Depreciation and amortization


112.1



111.5



120.8



124.0



74.1



30.9Asset impairments and other restructuring charges


85.5



32.8



23.1



8.6



28.9



3.8Goodwill impairment










185.5











Interest expense, net(1)


62.2



75.2



64.1



42.2



28.3



13.8Reorganization items






















45.0Fresh start accounting adjustments






















(63.1
)Income tax expense


29.9



40.2



5.4



13.2



8.0



59.0Loss from continuing operations before cumulative effect of
    change in accounting principle and extraordinary gain


(181.8
)


(121.5
)


(276.4
)


(38.0
)


(35.0
)


(34.9
)Income (loss) from discontinued operations, net of tax of $0.6,
    ($1.1), ($5.2), $6.4, $3.0, and $1.3, respectively


2.2



(43.0
)


(185.0
)


(26.9
)


(11.5
)


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


(14.8
)


(2.4
)


3.9











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














2.6







Extraordinary gain, net of tax of $0






















1,076.7Net (loss) income

$
(194.4
)

$
(166.9
)

$
(457.5
)

$
(62.3
)

$
(46.5
)

$
1,043.0Balance sheet data:Total assets

$
1,805.9


$
1,691.2


$
1,799.2


$
2,302.0


$
2,297.7Bank borrowings and current portion of long-term debt


37.7



33.5



40.5



8.4



25.4Long-term debt


572.2



659.4



668.7



630.9



752.4Cash dividends paid


















Stockholders equity


202.3



101.8



183.3



701.3



595.9Per Share Data:Loss from continuing operations before cumulative effect of a
    change in accounting principle and extraordinary gain


(2.26
)


(3.17
)


(7.28
)


(1.01
)


(1.17
)Net loss


(2.41
)


(4.36
)


(12.06
)


(1.66
)


(1.55
)Average number of shares outstanding (in thousands)


80,533



38,307



37,942



37,600



30,000     (1)
    
    For the four months ended May 31, 2003, interest expense,
    net excludes approximately $38.7 million of interest
    expense that would have accrued during those periods with
    respect to certain long-term debt classified as liabilities
    subject to compromise.(2)
    
    The financial results for the years ended January 31, 2008,
    2007, 2006, and 2005, and the eight months ended
    January 31, 2004 are presented as the Successor
    periods following the effective date of our emergence from
    bankruptcy on June 3, 2003. The pre-emergence financial
    results for the four months ended May 31, 2003, are
    presented as the Predecessor period. Comparative
    financial statements do not straddle such effective date
    because, in effect, the Successor Company represents a new
    entity. 22




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Item 7.Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
    Executive
    Summary
  Company
    Overview
             23




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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
%   N/C 
    Cannot be calculated
  Net
    sales
    Gross
    profit
    Marketing,
    general, and administrative
   24




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Asset
    impairments and other restructuring charges
    reduction-in-force
  Other
    income, net
    Interest
    expense, net
    Other
    non-operating expense
   25




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Income
    taxes
    Discontinued
    operations
            Net
    loss
   26




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##### Table of Contents



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
)Impairment of machinery, equipment, and tooling


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
      Earnings
    from operations
   27




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##### Table of Contents



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


$
Impairment of land, building, machinery, equipment, tooling, and
    definite lived intangible assets


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
  Loss from operations
   28




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Results
    of Operations
  Consolidated
    Results  Comparison of Fiscal 2006 to Fiscal
    2005
    Year Ended January 31,2007


2006


$ Change


% ChangeNet sales:Automotive Wheels

$
1,671.9


$
1,601.5


$
70.4



4.4
%Other


124.9



124.7



0.2



0.2
%Total

$
1,796.8


$
1,726.2


$
70.6



4.1
%Gross profit

$
159.0


$
141.7


$
17.3



12.2
%Marketing, general, and administrative


125.3



123.1



2.2



1.8
%Amortization of intangible assets


10.2



13.1



(2.9
)


(22.1
)%Asset impairments and other restructuring charges


32.8



23.1



9.7



42.0
%Goodwill impairment






185.5



(185.5
)


(100.0
)%Other income, net


(13.8
)


(4.8
)


(9.0
)


187.5
%Earnings (loss) from operations


4.5



(198.3
)


202.8



(102.3
)%Interest expense, net


75.2



64.1



11.1



17.3
%Other non-operating expense






0.8



(0.8
)


(100.0
)%Income tax expense


40.2



5.4



34.8



644.4
%Minority interest


10.6



7.8



2.8



35.9
%Loss from continuing operations


(121.5
)


(276.4
)


154.9



(56.0
)%Loss from discontinued operations, net of tax


(45.4
)


(181.1
)


135.7



(74.9
)%Net loss

$
(166.9
)

$
(457.5
)

$
290.6



(63.5
)%   Net
    sales
    Gross
    profit
    Marketing,
    general, and administrative
   29




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Asset
    impairments and other restructuring charges
      Goodwill
    impairment
    Interest
    expense, net
    Income
    taxes
    Discontinued
    operations
   30




---



##### Table of Contents



Net
    loss
   31




---



##### Table of Contents



Segment
    Results  Comparison of Fiscal 2006 to Fiscal
    2005
  Automotive
    Wheels
    Year Ended January 31,2007


2006


$ ChangeNet sales

$
1,671.9


$
1,601.5


$
70.4Asset impairments and other restructuring charges:Facility closure costs

$
3.6


$
3.3


$
0.3Impairment of machinery, equipment, and tooling


16.8



9.3



7.5Impairment of goodwill






185.5



(185.5
)Severance and other restructuring costs


4.1



5.0



(0.9
)Total asset impairments and other restructuring charges

$
24.5


$
203.1


$
(178.6
)Earnings (loss) from operations

$
53.3


$
(150.5
)

$
203.8   Net
    sales
    Asset
    impairments and other restructuring charges
      Earnings
    from operations
   32




---



##### Table of Contents



Other
    Year Ended January 31,2007


2006


$ ChangeNet sales

$
124.9


$
124.7


$
0.2Asset impairments and other restructuring charges:Impairment of land, building, machinery, equipment, and tooling


5.2



5.5



(0.3
)Severance and other restructuring costs


3.1







3.1Total asset impairments and other restructuring charges

$
8.3


$
5.5


$
2.8Loss from operations

$
(48.8
)

$
(47.8
)

$
(1.0
)   Net
    sales
    Asset
    impairments and other restructuring charges
  reduction-in-force
    Loss
    from operations
    Liquidity
    and Capital Resources
  Sources
    of Liquidity
    Capital
    Resources
   33




---



##### Table of Contents



1 2
    Cash
    Flows
  Operating Activities:
  Investing Activities:
  Financing Activities:
  Credit
    Ratings
  S&P


Moodys


FitchCorporate rating


B



B3



BBank debt rating


BB−



B2



BB/RR1New Senior Note rating


CCC+



Caa2



B-/RR5    34




---



##### Table of Contents



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


2-3


4-5


After 5Year


Years


Years


Years


TotalShort-term borrowings

$
32.9


$



$



$



$
32.9Long-term debt


4.8



9.4



7.7



555.1



577.0Operating leases


4.8



4.1



0.6







9.5Capital expenditures


32.1















32.1United States pension contributions


5.1



7.4



6.7







19.2Tax reserves


5.7



0.1







5.3



11.1Total obligations

$
85.4


$
21.0


$
15.0


$
560.4


$
681.8  35




---



##### Table of Contents



Other
    Cash Requirements
    Interest

$
58.2Taxes


47.9International pension and other post-retirement benefits funding


23.9   Other
    Matters
  Inflation
    Critical
    Accounting Estimates
    Asset
    impairment losses and other restructuring
    charges
    Pension
    and postretirement benefits other than
    pensions
   36




---



##### Table of Contents



Goodwill
    impairment testing
      Income
    Taxes
   37




---



##### Table of Contents



Accounting for Uncertainty in Income
    Taxes, an interpretation of FASB Statement No. 109
  New
    Accounting Pronouncements
  Business Combinations
      157-2,
 38




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Risks
    Foreign
    Exchange
          Interest
    Rates
   39




---



##### Table of Contents



Commodities
   40




---



##### 



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


42Consolidated Statements of Operations


44Consolidated Balance Sheets


45Consolidated Statements of Cash Flows


46Consolidated Statements of Changes in
    Stockholders Equity


47Notes to Consolidated Financial Statements


48   41




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control-Integrated Framework
        Internal Control  Integrated
    Framework
 42




---



##### Table of Contents



Accounting for Uncertainty in
    Income Taxes  an Interpretation of FASB
    Statement No. 109. Share-Based Payment Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    No. 87, 88, 106 and 132(R).
  
    43




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year EndedJanuary 31,


January 31,


January 31,2008


2007


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

$
2,126.7


$
1,796.8


$
1,726.2Cost of goods sold


1,917.7



1,637.8



1,584.5Gross profit


209.0



159.0



141.7Marketing, general, and administrative


153.5



125.3



123.1Amortization of intangible assets


10.2



10.2



13.1Asset impairments and other restructuring charges


85.5



32.8



23.1Goodwill impairment










185.5Other income, net


(1.5
)


(13.8
)


(4.8
)(Loss) earnings from operations


(38.7
)


4.5



(198.3
)Interest expense, net


62.2



75.2



64.1Other non-operating expense


8.5







0.8Loss on early extinguishment of debt


21.5







Loss from continuing operations before taxes and minority
    interest


(130.9
)


(70.7
)


(263.2
)Income tax expense


29.9



40.2



5.4Loss from continuing operations before minority interest


(160.8
)


(110.9
)


(268.6
)Minority interest


21.0



10.6



7.8Loss from continuing operations


(181.8
)


(121.5
)


(276.4
)Discontinued operations:Earnings (loss) from discontinued operations, net of tax of
    $0.6, ($1.1), and ($5.2), respectively


2.2



(43.0
)


(185.0
)(Loss) earnings on sale of discontinued operations, net of tax
    of $2.0, $0.0, and $3.8, respectively


(14.8
)


(2.4
)


3.9Total loss from discontinued operations, net of tax


(12.6
)


(45.4
)


(181.1
)Net loss

$
(194.4
)

$
(166.9
)

$
(457.5
)Loss per common share dataBasic and diluted:Loss from continuing operations

$
(2.26
)

$
(3.17
)

$
(7.28
)Earnings (loss) from discontinued operations, net of tax


0.03



(1.13
)


(4.88
)(Loss) earnings on sale of discontinued operations, net of tax


(0.18
)


(0.06
)


0.10Net loss

$
(2.41
)

$
(4.36
)

$
(12.06
)Weighted average shares outstanding (in thousands)


80,533



38,307



37,942    44




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  January 31,


January 31,2008


2007(Dollars in millions, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
160.2


$
38.5Receivables, net of allowance of $1.5 million and
    $1.8 million at January 31, 2008 and 2007, respectively


305.6



230.7Other receivables


48.3



43.2Inventories


179.1



156.4Assets held for sale


21.4



165.0Prepaid expenses


7.2



11.4Deferred tax assets


5.0



3.2Total current assets


726.8



648.4Property, plant, and equipment, net


616.8



627.7Goodwill


240.5



210.0Other intangible assets, net


65.0



63.7Customer relationships, net


103.7



101.5Deferred tax assets


4.2



1.9Other assets


48.9



38.0Total assets

$
1,805.9


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

$
32.9


$
27.9Current portion of long-term debt


4.8



5.6Accounts payable


372.0



236.3Accrued payroll and employee benefits


76.4



68.9Other accrued liabilities


61.6



46.7Liabilities held for sale


8.2



58.5Total current liabilities


555.9



443.9Long-term debt, net of current portion


572.2



659.4Deferred tax liabilities


76.1



65.3Pension and other long-term liabilities


328.9



364.7Minority interest


70.5



56.1Commitments and contingenciesStockholders equity:Preferred stock, 1,000,000 shares authorized, none issued
    or outstanding at January 31, 2008 or 2007






Common stock, par value $0.01 per share:200,000,000 shares authorized; 101,057,966 and 38,470,434
    issued and outstanding at January 31, 2008 and 2007,
    respectively


1.0



0.4Additional paid in capital


882.0



678.6Accumulated deficit


(928.7
)


(733.6
)Accumulated other comprehensive income


248.0



156.4Total stockholders equity


202.3



101.8Total liabilities and stockholders equity

$
1,805.9


$
1,691.2    45




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year EndedJanuary 31,


January 31,


January 31,2008


2007


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

$
(194.4
)

$
(166.9
)

$
(457.5
)Adjustments to reconcile net loss to net cash provided by (used
    for) operating activities:Net loss from discontinued operations


12.6



45.4



181.1Depreciation and tooling amortization


101.9



101.3



107.7Amortization of intangibles


10.2



10.2



13.1Amortization of deferred financing fees and accretion of discount


3.4



5.7



5.9Interest income resulting from fair value adjustment of
    Series A Warrants and Series B Warrants










(0.5
)Change in deferred income taxes


(5.4
)


16.2



(21.9
)Asset impairments


81.1



22.0



14.8Goodwill impairment










185.5Minority interest


21.0



10.6



8.6Equity compensation expense


11.1



2.0



0.4Loss on early extinguishment of debt


21.5







(Gain) loss on sale of assets and businesses


11.5



(2.3
)


(0.2
)Changes in operating assets and liabilities that increase
    (decrease) cash flows:Receivables


(39.9
)


(30.9
)


(46.8
)Other receivables


(5.1
)


57.7



(23.9
)Inventories


(9.1
)


(6.9
)


11.2Prepaid expenses and other


(10.9
)


1.3



1.9Accounts payable and accrued liabilities


98.2



5.3



(23.6
)Cash provided by (used for) operating activities


107.7



70.7



(44.2
)Cash flows from investing activities:Purchase of property, plant, equipment, and tooling


(102.4
)


(70.4
)


(86.4
)Purchase of businesses, net of cash acquired










(1.4
)Proceeds from disposal of assets and businesses


2.3



10.2



15.8Capital contributed by minority shareholders






0.4



Cash used for investing activities


(100.1
)


(59.8
)


(72.0
)Cash flows from financing activities:Changes in bank borrowings and credit facilities


1.2



1.6



23.7Proceeds from issuance of long term debt


524.1







150.0Repayment of long-term debt


(659.6
)


(20.9
)


(105.3
)Dividends to minority shareholders


(11.8
)


(3.9
)


(3.6
)Call Premium on redemption of Senior Notes


(9.0
)






Bank finance fees paid


(14.8
)


(4.0
)


(5.2
)Net proceeds from issuance of common stock


185.4







Cash provided by (used for) financing activities


15.5



(27.2
)


59.6Cash flows of discontinued operations:Net cash provided by operating activities


2.7



26.2



38.6Net cash provided by (used for) investing activities


94.6



(2.9
)


10.8Net cash (used for) provided by financing activities


(4.9
)


(13.4
)


17.0Effect of exchange rate changes on cash and cash equivalents


6.2



2.4



(2.5
)Increase (decrease) in cash and cash equivalents


121.7



(4.0
)


7.3Cash and cash equivalents at beginning of period


38.5



42.5



35.2Cash and cash equivalents at end of period

$
160.2


$
38.5


$
42.5    46




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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, 2005


37,865,962


$
0.4


$
670.6


$
(108.8
)

$
139.1


$
701.3Comprehensive loss:Net loss














(457.5
)






(457.5
)Minimum pension liability adjustment, net of tax benefit of $4.7


















(7.3
)


(7.3
)Currency translation adjustment, net of tax of $7.5


















(56.6
)


(56.6
)Unrealized loss on derivatives


















(1.9
)


(1.9
)Total comprehensive loss






















(523.3
)Shares issued due to vesting of restricted stock units


125,307



















Equity compensation expense










5.3











5.3Balance 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 subsidiaryconverted 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 subsidiaryconverted 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


$
202.3    47




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Years
    Ended January 31, 2008, 2007, and 2006
  Note 1.
    Description
    of Business  12-month
    Note 2.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis
    of Presentation
    Summary
    of Significant Accounting Policies
  Principles of Consolidation:
  Cash and Cash Equivalents:
  Accounts Receivable:
  Inventories: first-in,
 48




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property, Plant, and Equipment:
  Buildings


12-25 yearsMachinery and equipment


1-10 years     Special Tooling:
  Goodwill and Other Intangible Assets:
    Impairment of Long-lived Assets:
 49




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financial Instruments:
      Pension and Postretirement Benefits Other Than Pension:
        Accumulated Other Comprehensive
    Income:
 50




---



##### Table of Contents



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


2007


2006Currency translation adjustment

$
187.2


$
129.1


$
84.7Pension adjustments


65.5



31.7



(9.5
)Unrealized loss on derivatives  cash flow hedge


(4.7
)


0.3



(0.2
)Unrealized loss on derivatives  net investment hedge






(4.7
)


(1.7
)Total

$
248.0


$
156.4


$
73.3   Revenue Recognition:
  Research and Development Costs:
  Asset Impairment Losses and Other Restructuring Charges:
  Product Warranties:
  Sale of Receivables:
     51




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign Currency
    Translation/Transaction:
  Taxes on Income:
  Accounting for Uncertainty in Income
    Taxes, an interpretation of FASB Statement No. 109
  Taxes Collected from Customers and Remitted to Governmental
    Authorities:
  Environmental Costs.
  Reclassifications:
 52




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Weighted Average Shares Outstanding:
  January 31,2008


2007


2006Basic weighted average shares outstanding


80,533



38,307



37,942Dilutive effect of options and warrants










Diluted weighted average shares outstanding


80,533



38,307



37,942     Statements of Cash Flows:
  January 31,2008


2007


2006Supplemental cash flow disclosures:Cash paid for interest

$
59.1


$
70.7


$
57.6Net cash paid for income taxes on continuing operations


33.4



18.7



23.0Net cash (received) paid for income taxes on discontinued
    operations


(0.4
)


2.6



5.8   Stock-Based Compensation:
      January 31, 2006Net loss:As reported

$
(457.5
)Stock based compensation cost


(4.0
)Pro forma

$
(461.5
)Basic and diluted loss per share:As reported

$
(12.06
)Pro forma

$
(12.16
)  53




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3.
    Acquisitions
    and Divestitures of Businesses             54




---



##### Table of Contents



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


January 31,2008


2007Raw materials

$
41.4


$
34.4Work-in-process


41.8



32.7Finished goods


62.4



59.7Spare parts and supplies


33.5



29.6Total

$
179.1


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


January 31,2008


2007Land

$
46.4


$
41.7Buildings


196.7



186.7Machinery and equipment


758.7



711.61,001.8



940.0Accumulated depreciation


(385.0
)


(312.3
)Property, plant, and equipment, net

$
616.8


$
627.7     Year Ended January 31,2008


2007


2006Depreciation expense

$
94.5


$
90.6


$
95.4Tooling amortization


7.4



10.7



12.3Total

$
101.9


$
101.3


$
107.7  55




---



##### Table of Contents



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


January 31,2008


2007Nuevo Laredo facility

$
16.0


$
Huntington, Indiana building


2.7



Howell, Michigan building


2.7



2.8Brakes business






55.4MGG Group






57.9Suspension business






48.9Total

$
21.4


$
165.0       January 31,2008Receivables

$
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   Note 7.
    Discontinued
    Operations   56




---



##### Table of Contents



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


January 31,2008


2007Receivables

$



$
11.9Inventories






3.5Prepaid expenses and other assets






9.7Property, plant, and equipment, net






29.5Deferred tax assets long term






0.8Total assets held for sale

$



$
55.4Accounts payable and accrued liabilities

$



$
9.1Other long term liabilities






1.9Total liabilities held for sale

$



$
11.0     Year Ended January 31,2008


2007


2006Net sales

$
83.6


$
119.8


$
102.8Earnings before income tax expense

$
21.4


$
8.6


$
5.0Income tax expense (benefit)


3.2



0.7



(0.3
)Net income

$
18.2


$
7.9


$
5.3       January 31,


January 31,2008


2007Receivables

$



$
16.1Inventories






12.9Prepaid expenses and other assets






0.7Property, plant, and equipment, net






23.4Deferred tax assets long term






4.8Total assets held for sale

$



$
57.9Accounts payable and accrued liabilities

$



$
24.5Other long term liabilities






3.1Total liabilities held for sale

$



$
27.6  57




---



##### Table of Contents



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


2007


2006Net sales

$
55.5


$
139.9


$
139.5Loss before income tax expense

$
(27.8
)

$
(6.6
)

$
(23.2
)Income tax benefit


(0.6
)


(1.8
)


(6.6
)Minority interest






(0.2
)


(0.6
)Net loss

$
(27.2
)

$
(4.6
)

$
(16.0
)         January 31,


January 31,2008


2007Receivables

$



$
30.0Inventories






17.5Prepaid expenses and other assets






1.4Property, plant, and equipment, net






Total assets held for sale

$



$
48.9Accounts payable and accrued liabilities

$
0.2


$
15.7Other long term liabilities






4.2Total liabilities held for sale

$
0.2


$
19.9  58




---



##### Table of Contents



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


2007


2006Net sales

$
6.8


$
229.8


$
320.7Loss before income tax expense

$
(4.3
)

$
(48.7
)

$
(180.8
)Income tax (benefit) expense










0.2Net loss

$
(4.3
)

$
(48.7
)

$
(181.0
)         January 31,


January 31,


January 31,2008


2007


2006Net sales

$



$



$
88.8Income before income tax expense

$
0.7


$



$
15.9Income tax expense










5.3Net income

$
0.7


$



$
10.6     Note 8.
    Goodwill
    and Other Intangible Assets    January 31, 2008


January 31, 2007Weighted


Gross





Net


Gross





NetAverage


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


Amount


Amount


Amortization


AmountAmortized intangible assets:Customer relationships


30 years


$
123.4


$
(19.7
)

$
103.7


$
116.0


$
(14.5
)

$
101.5Customer contracts


6 years



25.1



(21.8
)


3.3



23.5



(17.3
)


6.2Unpatented technology


8 years



31.2



(18.4
)


12.8



27.6



(13.0
)


14.615 years


$
179.7


$
(59.9
)

$
119.8


$
167.1


$
(44.8
)

$
122.3Non-amortized
    intangible assets:Tradenames





$
48.9










$
42.9Goodwill





$
240.5










$
210.0  59




---



##### Table of Contents



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


Other


TotalBalance as of January 31, 2007

$
210.0


$



$
210.0Effects of currency translation


29.5







29.5Income tax adjustments


1.0







1.0Balance as of January 31, 2008

$
240.5


$



$
240.5     Note 9.
    Bank
    Borrowings, Other Notes, and Long-Term Debt      January 31,


January 31,2008


2007Various foreign bank and government loans maturing through 2014,
    weighted average interest rates of 4.0% and 5.4% at
    January 31, 2008 and 2007, respectively

$
3.3


$
3.4Term Loan maturing 2014, weighted average interest rate of 7.4%
    as of January 31, 2008


381.5



8.25% New Senior Notes due 2015 at January 31, 2008


192.2



Term Loan B, weighted average interest rate of 8.9% at
    January 31, 2007






327.7Term Loan C, weighted average interest rate of 11.4% at
    January 31, 2007






150.0101/2% Senior
    Notes due fiscal 2010, net of discount of $0.4 million at
    January 31, 2007






162.1Mortgage note payable maturing June 3, 2008






21.8577.0



665.0Less current portion of long-term debt


4.8



5.6Long-term debt, net of current portion

$
572.2


$
659.4  60




---



##### Table of Contents



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


2009


2010


2011


2012


TotalVarious foreign bank and government loans

$
1.0


$
0.9


$
0.9


$



$




2.8Term loan maturing 2014


3.8



3.8



3.8



3.8



3.9



19.1$
4.8


$
4.7


$
4.7


$
3.8


$
3.9


$
21.9   Rights
    Offering
    1 2
  Old
    Notes
  1 2
     61




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Tender
    Offer for Senior Notes
    New
    Senior Notes
    90-day 90-day
 62




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
  Credit
    Facility
             63




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Loss
    on early extinguishment of debt
    Note 10.
    Derivative
    Instruments and Hedging Activities        Note 11.
    Pension
    Plans and Postretirement Benefits Other Than Pensions   64




---



##### 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 Benefit Obligation:Benefit obligation at beginning of year

$
189.3


$
200.6


$
172.4


$
191.8


$
150.9


$
144.6Service cost


1.0



1.0







0.1



0.7



0.8Interest cost


10.4



11.1



9.5



10.6



7.3



6.1Employee contributions


















0.1



0.2Actuarial gain


(10.8
)


(7.3
)


(9.2
)


(14.3
)


(14.4
)


(10.8
)Adjustments


















1.1



9.3Plan settlements


















(1.8
)


Benefits and expenses paid


(15.2
)


(16.1
)


(15.0
)


(15.8
)


(10.2
)


(8.5
)Exchange rate changes


















19.5



9.2Benefit obligation at end of year

$
174.7


$
189.3


$
157.7


$
172.4


$
153.2


$
150.9   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

$
153.4


$
136.7


$



$



$
14.2


$
11.1Actual return on plan assets


19.6



16.9











0.8



1.1Company contributions


10.9



15.9











9.9



8.6Employee contributions


















0.1



0.2Adjustments


















0.4



2.0Plan settlements


















(1.8
)


Benefits paid and plan expenses


(15.2
)


(16.1
)










(10.2
)


(8.5
)Exchange rate changes


















1.2



(0.3
)Fair value of plan assets at end of year

$
168.7


$
153.4


$



$



$
14.6


$
14.2Funded Status:Funded status of plan

$
(6.0
)

$
(35.9
)

$
(157.7
)

$
(172.4
)

$
(138.6
)

$
(136.7
)Company contributions


2.6



3.1



3.4



3.5







Net amount recognized

$
(3.4
)

$
(32.8
)

$
(154.3
)

$
(168.9
)

$
(138.6
)

$
(136.7
)Net Liability Recognized:Noncurrent assets

$



$



$



$



$
1.3


$
Current liabilities


(0.2
)


(0.2
)


(13.9
)


(14.9
)


(9.2
)


(7.9
)Noncurrent liabilities


(3.2
)


(32.6
)


(140.4
)


(154.0
)


(130.7
)


(128.8
)Net amount recognized

$
(3.4
)

$
(32.8
)

$
(154.3
)

$
(168.9
)

$
(138.6
)

$
(136.7
)AOCI Recognized:Net actuarial (gain) loss, net of tax of $0.0

$
(33.2
)

$
(15.3
)

$
(29.5
)

$
(20.7
)

$
(7.2
)

$
(0.2
)Minimum pension liability, net of tax of $0.0






















4.6Net amount recognized

$
(33.2
)

$
(15.3
)

$
(29.5
)

$
(20.7
)

$
(7.2
)

$
4.4  65




---



##### 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


$



$
0.1


$
0.1Interest cost


10.4



11.1



10.7



9.5



10.6



10.6Expected return on plan assets


(12.3
)


(10.7
)


(9.4
)










Net amortization and deferral














(0.3
)


(0.2
)


Net benefit cost

$
(0.9
)

$
1.4


$
2.3


$
9.2


$
10.5


$
10.7Amount recognized in other comprehensive income:Net gain (loss)

$
17.9


$
15.3


$
(0.1
)

$
9.1


$
20.9


$
Net amortization














(0.3
)


(0.2
)


Amount recognized in other comprehensive income

$
17.9


$
15.3


$
(0.1
)

$
8.8


$
20.7


$
   International Plans Pension Benefits2008


2007


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

$
0.7


$
0.8


$
0.7Interest cost


7.3



6.1



6.6Expected return on plan assets


(0.8
)


(0.5
)


(0.5
)Settlement loss recognized


0.2







Net amortization and deferral






0.2



0.1Net benefit cost

$
7.4


$
6.6


$
6.9Amount recognized in other comprehensive income:Net gain (loss)

$
14.5


$
8.2


$
(12.1
)Net amortization






0.2



0.1Amount recognized in other comprehensive income

$
14.5


$
8.4


$
(12.0
)  66




---



##### 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


2007Weighted average assumptions:Discount rate to determine net cost


5.75
%


5.75
%


5.75
%


5.75
%


4.70
%


4.21
%Expected return on plan assets


8.25
%


8.25
%


N/A



N/A



5.68
%


5.65
%Rate of compensation increase


N/A



N/A



N/A



N/A



2.65
%


2.73
%     United States Plans


International PlansPension





PensionBenefits


Other Benefits


Benefits2008


2007


2008


2007


2008


2007Weighted average assumptions:Discount rate to determine benefit obligations


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
%       Expected
    Return on Assets
    Plan
    Contributions
   67




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Projected
    United States Benefit Payments
    2008


2009


2010


2011


2012


2013  2017


TotalPension plans

$
14.2


$
14.3


$
14.3


$
14.3


$
13.9


$
61.3


$
132.3Health care and life insurance benefit plans


13.9



14.1



14.2



14.1



13.9



62.7



132.9   Pension
    Benefit Asset Information
    2007


2006Asset Category:Equity


72.6
%


71.3
%Fixed income


25.7
%


26.3
%Other


1.7
%


2.4
%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
%    68




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Benefits
    Note 12.
    Asset
    Impairments and Other Restructuring Charges    AutomotiveWheels


Other


TotalFiscal 2007Facility closure costs

$
3.3


$
0.3


$
3.6Impairment of land, building, machinery, equipment, tooling, and
    definite lived intangible assets


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


$



$
3.6Impairment of land, building, machinery, equipment,and tooling


16.8



5.2



22.0Severance and other restructuring costs


4.1



3.1



7.2Total

$
24.5


$
8.3


$
32.8Fiscal 2005Facility closure costs

$
3.3


$



$
3.3Impairment of land, building, machinery, equipment, and tooling


9.3



5.5



14.8Severance and other restructuring costs


5.0







5.0Total

$
17.6


$
5.5


$
23.1   Asset
    Impairment Losses and Other Restructuring Charges for the Year
    Ended January 31, 2008
    Automotive Wheels:
  Other:
 69




---



##### 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, 2007
    Automotive Wheels:
  Other: reduction-in-force
  Asset
    Impairment Losses and Other Restructuring Charges for the Year
    Ended January 31, 2006
    Automotive Wheels:
  Other:
  Severance
    and Other Restructuring Accrued Expense
    Cash Paymentsand EffectsJanuary 31,


Amounts


of Foreign


January 31,2007


Accrued


Currency


2008Facility closure costs

$
0.4


$
3.6


$
(4.0
)

$
Severance and other restructuring charges


0.5



0.8



(1.1
)


0.2$
0.9


$
4.4


$
(5.1
)

$
0.2   Note 13.
    Commitments
    and Contingencies  Legal
    Proceedings
   70




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         71




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             72




---



##### Table of Contents



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

Operating2008

$
4.82009


3.22010


0.92011


0.42012 and later years


0.2Total minimum payments required

$
9.5     Note 14.
    Taxes on
    Income    2007


2006


2005U.S. loss

$
(187.1
)

$
(125.6
)

$
(116.7
)Foreign income


56.2



54.9



(146.5
)Total

$
(130.9
)

$
(70.7
)

$
(263.2
)  73




---



##### Table of Contents



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


2006


2005Current:Federal

$
0.6


$
0.2


$
0.2State and local


(0.3
)


1.5



0.8Foreign


40.8



30.0



18.9$
41.1


$
31.7


$
19.9Deferred:Federal

$
(0.9
)

$



$
(6.5
)State and local


(0.1
)


0.6



(0.7
)Foreign


(10.2
)


7.9



(7.3
)(11.2
)


8.5



(14.5
)Income tax expense

$
29.9


$
40.2


$
5.4       2007


2006


2005Federal tax expense (benefit) computed at statutory rate

$
(45.8
)

$
(24.8
)

$
(92.1
)Increase (decrease) resulting from:State taxes






1.8



0.5Goodwill impairment


0.3







69.5Non-deductible expenses


2.8



2.9



2.2Foreign statutory tax rate differential


(9.3
)


(22.6
)


(12.8
)Change in foreign tax rates and laws


9.2



0.5



Tax holidays


(1.4
)


(3.1
)


(4.3
)(Loss) gain on sale of subsidiary stock and restructuring


(8.3
)


6.2



(0.6
)Intercompany financing


(0.7
)


(3.0
)


(4.8
)Tax exempt income


(0.2
)


(0.1
)


(0.3
)Parent taxation of subsidiary earnings


66.3



1.4



0.8Change in valuation allowance


20.7



82.3



51.4All other items


(3.7
)


(1.3
)


(4.1
)Income tax expense

$
29.9


$
40.2


$
5.4  74




---



##### Table of Contents



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


2006Deferred tax assets attributable to:Accrued liabilities

$
18.0


$
18.0Operating and capital loss carryforwards


210.9



204.4Property, plant, and equipment


21.7



10.2Pensions and post retirement benefits


49.7



54.0Inventories


3.9



6.1Other


8.1



4.7Total gross deferred tax assets


312.3



297.4Less valuation allowance


(264.9
)


(244.2
)Net deferred tax assets

$
47.4


$
53.2Deferred tax liabilities attributable to:Property, plant, and equipment

$
(34.9
)

$
(39.5
)Intangible assets


(52.9
)


(61.0
)Intercompany notes


(0.3
)


(8.3
)Other


(26.9
)


(5.9
)Total gross deferred tax liabilities


(115.0
)


(114.7
)Net deferred tax liabilities

$
(67.6
)

$
(61.5
)     2007


2006Current assets

$
5.0


$
3.2Current liabilities


(0.7
)


(1.3
)Non current assets


4.2



1.9Non current liabilities


(76.1
)


(65.3
)Net deferred tax liabilities

$
(67.6
)

$
(61.5
)    75




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Balance at February 1, 2007

$
19.8Decreases related to prior year tax positions


(7.6
)Increases related to current year tax positions


0.9Settlements


Reclassifications


(2.0
)Lapse of statute of limitations


Balance at January 31, 2008

$
11.1            76




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 15.
    Stock
    Based Benefit Plans             77




---



##### Table of Contents



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


AverageShares


Exercise PriceOutstanding at January 31, 2005


1,844,140


$
10.43Granted


78,581



4.48Exercised






Canceled


(200,486
)


10.47Outstanding at January 31, 2006


1,722,235


$
10.16Granted






Exercised






Canceled


(387,596
)


10.65Outstanding at January 31, 2007


1,334,639


$
10.01Granted


1,883,244



5.17Exercised


(7,790
)


4.52Canceled


(227,317
)


9.67Outstanding at January 31, 2008


2,982,776


$
7.00Balance vested at:January 31, 2006


1,722,235


$
10.16January 31, 2007


1,334,639


$
10.01January 31, 2008


1,617,323


$
9.70     Outstanding


ExercisableWeighted


Weighted





WeightedNumber of


Number of


Average


Average





AverageShares


Shares


Exercise


Remaining


Number of


ExerciseRange of Exercisable Prices:

Vested


Unvested


Price


Contractual Life


Shares


Price$ 1.90 - $ 3.79


10,698






$
2.6200



7.9206



10,698


$
2.6200$ 3.80 - $ 5.68


141,549



1,365,453



3.8351



9.4463



141,549



4.1516$ 5.69 - $ 7.57


23,965







6.3202



3.4779



23,965



6.3220$ 7.58 - $ 9.47


10,484







7.6600



6.6694



10,484



7.6600$ 9.48 - $11.36


1,417,165







10.3432



5.1992



1,417,165



10.3432$11.37 - $13.25


13,462







13.0700



5.9001



13,462



13.07001,617,323



1,365,453


$
6.9979



7.3492



1,617,323


$
9.6959  78




---



##### Table of Contents



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


January 31, 2006Risk free interest rate


3-5
%


5.0
%Expected life


3-6.5



3Expected volatility


61-62
%


61.0
%Expected dividends


0
%


0
%     WeightedAverageNumber


Grant Dateof Shares


Fair ValueOutstanding at January 31, 2005


1,304,667


$
13.86Granted


507,238



6.53Exercised


(281,346
)


9.78Forfeited


(172,854
)


12.49Outstanding 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


$
4.13       Note 16.
    Minority
    Interest in Equity of Consolidated Subsidiaries     79




---



##### Table of Contents



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


January 31, 2007Minority interest in consolidated affiliates

$
59.3


$
43.5Minority interest in preferred stock


11.2



12.6Total minority interest

$
70.5


$
56.1   Note 17.
    Off
    Balance Sheet Arrangements            Note 18.
    Segment
    Information   80




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         81




---



##### Table of Contents



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


2007


2006Revenues:Automotive Wheels

$
2,051.9


$
1,671.9


$
1,601.5Other


74.8



124.9



124.7Total

$
2,126.7


$
1,796.8


$
1,726.2Earnings (loss) from operations:Automotive Wheels

$
36.7


$
53.3


$
(150.5
)Other


(75.4
)


(48.8
)


(47.8
)Total

$
(38.7
)

$
4.5


$
(198.3
)Interest expense, net:Automotive Wheels

$
5.1


$
8.5


$
13.7Other


57.1



66.7



50.4Total

$
62.2


$
75.2


$
64.1Income tax expense:Automotive Wheels

$
36.4


$
42.9


$
14.1Other


(6.5
)


(2.7
)


(8.7
)Total

$
29.9


$
40.2


$
5.4Depreciation and amortization:Automotive Wheels

$
104.0


$
99.0


$
105.8Other


8.1



12.5



15.0Total

$
112.1


$
111.5


$
120.8Capital expenditures:Automotive Wheels

$
91.6


$
65.4


$
78.6Other


10.8



5.0



7.8Total

$
102.4


$
70.4


$
86.4     January 31,


January 31,2008


2007Total assets:Automotive Wheels

$
1,956.6


$
1,660.4Other


(150.7
)


30.8Total

$
1,805.9


$
1,691.2Goodwill:Automotive Wheels

$
240.5


$
210.0Other






Total

$
240.5


$
210.0  82




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Customer
    Concentration
    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, 2006AutomotiveWheels


Other


TotalFord Motor Company


16.6
%


1.9
%


18.5
%General Motors Corporation


17.9
%


0.4
%


18.3
%Total


34.5
%


2.3
%


36.8
%     Year Ended January 31, 2008AutomotiveWheels


Other


TotalUnited States

$
373.9


$
61.7


$
435.6Brazil


241.2







241.2Czech Republic


239.7







239.7Germany


355.5







355.5Other foreign countries


841.6



13.1



854.7Total

$
2,051.9


$
74.8


$
2,126.7   83




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended January 31, 2007AutomotiveWheels


Other


TotalUnited States

$
349.8


$
105.0


$
454.8Brazil


191.7







191.7Czech Republic


193.9







193.9Germany


264.7







264.7Other foreign countries


671.8



19.9



691.7Total

$
1,671.9


$
124.9


$
1,796.8   Year Ended January 31, 2006AutomotiveWheels


Other


TotalUnited States

$
428.9


$
107.4


$
536.3Brazil


165.2







165.2Czech Republic


158.0







158.0Germany


230.5







230.5Other foreign countries


618.9



17.3



636.2Total

$
1,601.5


$
124.7


$
1,726.2   Note 19.  Selected
    Quarterly Financial Data (Unaudited)
    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 sales  MGG


31.7















31.7Less discontinued operations sales  Brakes


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 gross profit


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 income


1.8



0.9











2.7Reconciliation to
    Form 10-K
    loss from continuing operations

$
(12.6
)

$
(62.1
)

$
(62.7
)

$
(44.4
)

$
(181.8
)Net loss

$
(15.3
)

$
(87.1
)

$
(62.7
)

$
(29.3
)

$
(194.4
)Basic and diluted net loss per share from continuing operations
    as filed in
    Form 10-Qs

$
(0.27
)

$
(0.77
)

$
(0.62
)

$
(0.54
)

$
(2.20
)Less discontinued operations basic and diluted income per share


0.05



0.01











0.06Reconciliation to
    Form 10-K
    basic and diluted loss per share from continuing operations

$
(0.32
)

$
(0.78
)

$
(0.62
)

$
(0.54
)

$
(2.26
)Basic and diluted net loss per share

$
(0.38
)

$
(1.10
)

$
(0.62
)

$
(0.31
)

$
(2.41
)  84




---



##### 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 31,2006


2006


2006


2007


2007Net sales as reported in filed
    Form 10-Qs

$
503.5


$
480.8


$
463.3


$
442.3


$
1,889.9Less discontinued operations sales  MGG


33.7















33.7Less discontinued operations sales  Brakes


31.2



28.2











59.4Reconciliation to
    Form 10-K
    sales

$
438.6


$
452.6


$
463.3


$
442.3


$
1,796.8Gross profit as reported in filed
    Form 10-Qs

$
46.9


$
48.0


$
42.6


$
33.8


$
171.3Less discontinued operations gross profit


8.0



4.3











12.3Reconciliation to
    Form 10-K
    gross profit


38.9



43.7



42.6



33.8



159.0Loss from continuing operations as reported in filed
    Form 10-Qs

$
(17.1
)

$
(28.9
)

$
(19.3
)

$
(51.0
)

$
(116.3
)Less discontinued operations income


3.2



2.0











5.2Reconciliation to
    Form 10-K
    loss from continuing operations


(20.3
)


(30.9
)


(19.3
)


(51.0
)


(121.5
)Net loss

$
(17.6
)

$
(26.9
)

$
(59.6
)

$
(62.8
)

$
(166.9
)Basic and diluted net loss per share from continuing operations
    as filed in
    Form 10-Qs

$
(0.45
)

$
(0.76
)

$
(0.50
)

$
(1.32
)

$
(3.03
)Less discontinued operations basic and diluted income per share


0.08



0.05











0.14Reconciliation to
    Form 10-K
    basic and diluted loss per share from continuing operations

$
(0.53
)

$
(0.81
)

$
(0.50
)

$
(1.32
)

$
(3.17
)Basic and diluted net loss per share

$
(0.46
)

$
(0.71
)

$
(1.55
)

$
(1.64
)

$
(4.36
)   Note 20.
    New
    Accounting Pronouncements  Business Combinations
     85




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    157-2,
  Note 21.
    Condensed
    Consolidating Financial Statements      Guarantor
    and Nonguarantor Financial Statements
   86




---



##### 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 profit (loss)


(0.2
)






91.6



117.6







209.0Marketing, general, and administrative






0.4



119.1



34.0







153.5Equity in (earnings) losses 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










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
)  87




---



##### 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 profit (loss)


(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 expense (income)










(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
)  88




---



##### 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, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Net sales

$



$



$
1,167.7


$
613.0


$
(54.5
)

$
1,726.2Cost of goods sold


0.2







1,108.5



530.3



(54.5
)


1,584.5Gross profit (loss)


(0.2
)






59.2



82.7







141.7Marketing, general, and administrative










91.7



31.4







123.1Equity in losses (earnings) of subsidiaries and joint ventures


457.8











4.5



(462.3
)


Asset impairments and other restructuring charges










(0.1
)


208.7







208.6Other (income) expense, net










(3.1
)


11.5



(0.1
)


8.3(Loss) earnings loss from operations


(458.0
)






(29.3
)


(173.4
)


462.4



(198.3
)Interest (income) expense, net


(0.5
)






66.7



(2.1
)






64.1Other non-operating (income) expense










(0.9
)


0.2



1.5



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


(457.5
)






(95.1
)


(171.5
)


460.9



(263.2
)Income tax expense










0.4



5.0







5.4(Loss) earnings from continuing operations before minority
    interest


(457.5
)






(95.5
)


(176.5
)


460.9



(268.6
)Minority interest














7.8







7.8(Loss) earnings from continuing operations


(457.5
)






(95.5
)


(184.3
)


460.9



(276.4
)Loss from discontinued operations, net of tax










(28.4
)


(152.7
)






(181.1
)Net (loss) income

$
(457.5
)

$



$
(123.9
)

$
(337.0
)

$
460.9


$
(457.5
)  89




---



##### 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  90




---



##### Table of Contents



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


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Cash and cash equivalents

$



$



$
8.2


$
30.3


$



$
38.5Receivables










107.3



123.4







230.7Other receivables










43.2



43.2



(43.2
)


43.2Inventories










101.2



55.2







156.4Assets held for sale










15.7



149.3







165.0Prepaid expenses and other










7.4



7.2







14.6Total current assets










283.0



408.6



(43.2
)


648.4Property, plant, and equipment, net










422.0



205.7







627.7Goodwill and other assets


101.9







684.1



675.3



(1,046.2
)


415.1Total assets

$
101.9


$



$
1,389.1


$
1,289.6


$
(1,089.4
)

$
1,691.2Bank borrowings and other notes

$



$



$
26.4


$
1.5


$



$
27.9Current portion of long term debt










4.6



1.0







5.6Liabilities held for sale










5.6



52.9







58.5Accounts payable and accrued liabilities










231.7



163.4



(43.2
)


351.9Total current liabilities










268.3



218.8



(43.2
)


443.9Long term debt, net of current portion










657.1



2.3







659.4Pension and other long term liabilities










309.4



120.6







430.0Minority interest










12.6



44.6



(1.1
)


56.1Parent loans


0.1







(78.9
)


72.3



6.5



Common stock


0.4



















0.4Additional paid-in capital


678.6







605.6



1,024.9



(1,630.5
)


678.6Retained earnings (accumulated deficit)


(733.6
)






(384.0
)


(375.2
)


759.2



(733.6
)Accumulated other comprehensive income (loss)


156.4







(1.0
)


181.3



(180.3
)


156.4Total stockholders equity


101.8







220.6



831.0



(1,051.6
)


101.8Total liabilities and stockholders equity

$
101.9


$



$
1,389.1


$
1,289.6


$
(1,089.4
)

$
1,691.2  91




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##### 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  92




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##### 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 provided by (used for) 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  93




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##### 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, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


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

$
(0.2
)

$



$
(85.8
)

$
38.6


$
3.2


$
(44.2
)Cash flows from investing activities:Purchase of property, plant, equipment, and tooling










(62.6
)


(23.8
)






(86.4
)Investment in subsidiaries


0.1







31.8



31.1



(63.0
)


Purchase of businesses, net of cash acquired














(1.4
)






(1.4
)Proceeds from disposal of assets and businesses










13.4



2.4







15.8Cash provided by (used for) investing activities


0.1







(17.4
)


8.3



(63.0
)


(72.0
)Cash flows from financing activities:Changes in bank borrowings and credit facility










23.4



0.3







23.7Proceeds from issuance of long term debt










150.0











150.0Repayment of long term debt










(104.6
)


(0.7
)






(105.3
)Bank finance fees paid










(5.2
)










(5.2
)Increase (decrease) from parent investment










17.3



(41.8
)


24.5



Dividends paid to minority shareholders














(3.6
)






(3.6
)Cash provided by (used for) financing activities










80.9



(45.8
)


24.5



59.6Increase (decrease) in parent loans and advances


0.1







(32.3
)


(3.1
)


35.3



Net cash provided by discontinued operations










57.3



9.1







66.4Effect of exchange rates on cash and cash equivalents










(0.4
)


(2.1
)






(2.5
)Increase in cash and cash equivalents










2.3



5.0







7.3Cash and cash equivalents at beginning of period










0.5



34.7







35.2Cash and cash equivalents at end of period

$



$



$
2.8


$
39.7


$



$
42.5   Note 22.
    Subsequent
    Events   94




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f).
        Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   95




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers, and Corporate Governance    Item 11.
    Executive
    Compensation    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 PlansWarrants, and Rights


Warrants, and Rights


(Excluding SecuritiesPlan Category  Equity Compensation Plans

(a) (1)


(b)(2)


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


4,435,391


$
7.00



2,813,223Plans not approved by security holders


Total


4,435,391


$
7.00



2,813,223     (1)
    
    Consists of 2,982,776 options and 1,452,615 restricted stock
    units.(2)
    
    Weighted average exercise price includes 2,982,776 options and
    excludes 1,452,615 restricted stock units, which do not have an
    exercise price.      Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   96




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##### 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.*3
.2

By-Laws of Hayes Lemmerz International, Inc. (formerly known as
    HLI Holding Company, Inc.), effective as of May 30, 2003,
    as amended to date.*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.*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

Series B Warrant Agreement, dated as of June 2, 2003,
    by and between Hayes Lemmerz International, Inc. and Mellon
    Investor Services LLC, as Warrant Agent (incorporated by
    reference to Exhibit 4.2 to our
    Form 8-A,
    filed June 4, 2003).4
.8

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

Form of Severance Agreement, dated June 15, 2000, between
    Hayes and certain of its officers (incorporated by reference
    from our Quarterly Report on
    Form 10-Q
    for the quarter ended October 31, 2000, filed on
    December 15, 2000).10
.2

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
.3

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). 97




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##### Table of Contents



10
.4

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
.5

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
.6

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
.7

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
.8

Hayes Lemmerz International, Inc. Officer Bonus Plan
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    dated June 17, 2005).10
.9

Award Agreement under Hayes Lemmerz International, Inc. Officer
    Bonus Plan (incorporated by reference to Exhibit 10.2 to
    our Current Report on
    Form 8-K
    dated June 17, 2005).10
.10

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
.11

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
.12

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
.13

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
.14

Receivables Financing Agreement, dated as of May 30, 2006,
    among Hayes Funding II, Inc., the financial institutions from
    time to time party thereto (Lenders), Citicorp USA, Inc. as the
    program agent for the Lenders and HLI Operating Company, Inc.,
    as servicer (incorporated by reference to Exhibit 10.1 to
    our Current Report on
    Form 8-K
    filed on June 5, 2006).10
.15

Originator Purchase Agreement, dated as of May 30, 2006,
    among Hayes Funding I, LLC, a Delaware limited liability
    company and the wholly-owned subsidiaries of the Company named
    therein as Originators (incorporated by reference to
    Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on June 5, 2006).10
.16

Secondary Purchase Agreement, dated as of May 30, 2006,
    between Hayes Funding I, LLC, a Delaware limited liability
    company and Hayes Funding II, Inc., a Delaware corporation
    (incorporated by reference to Exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10
.17

First Amendment dated as of October 13, 2006 amending each
    of(i) Receivables Financing Agreement, dated as of May 30,
    2006 among Hayes Funding II, Inc., the financial institutions
    from time to time party thereto, Citicorp USA, Inc., and HLI
    Operating Company, Inc., (ii) Originator Purchase
    Agreement, dated as of May 30, 2006), among Hayes
    Funding I, LLC, and the wholly-owned subsidiaries of the
    Company named therein as Originators and (iii) Secondary
    Purchase Agreement, dated as of May 30, 2006 among Hayes
    Funding II, Inc. and Hayes Funding I, LLC (incorporated by
    reference to Exhibit 10.21 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 31, 2007, filed
    April 9, 2007).10
.18

Second Amendment dated as of February 14, 2007 amending
    each of(i) Receivables Financing Agreement, dated as of
    May 30, 2006 (as amended October 13, 2006) among
    Hayes Funding II, Inc., the financial institutions from time to
    time party thereto, Citicorp USA, Inc., and HLI Operating
    Company, Inc., (ii) Originator Purchase Agreement, dated as
    of May 30, 2006 (as amended October 13, 2006), among
    Hayes Funding I, LLC, and the wholly-owned subsidiaries of
    the Company named therein as Originators and
    (iii) Secondary Purchase Agreement, dated as of
    May 30, 2006 (as amended October 13, 2006) among
    Hayes Funding II, Inc. and Hayes Funding I, LLC
    (incorporated by reference to Exhibit 10.22 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 31, 2007, filed
    April 9, 2007). 98




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##### Table of Contents



10
.19

Amendment No. 3 to Receivables Financing Agreement dated as
    of May 30, 2007 amending the Receivables Financing
    Agreement, dated as of May 30, 2006 (as previously amended)
    among Hayes Funding II, Inc., the financial institutions from
    time to time party thereto, Citicorp USA, Inc., and HLI
    Operating Company, Inc.*10
.20

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
.21

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
.22

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).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.*23


Consent of Independent Registered Public Accounting Firm.*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 James A. Yost, Executive Vice President and
    Chief Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.*32
.1

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

Certification of James A. Yost, Executive Vice President and
    Chief Financial Officer, Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.*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. 99




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##### Table of Contents



SIGNATURES  th
    By:
    /s/  JAMES
    A. YOST   Executive Vice President 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/s/  JAMES
    A. YOSTJames
    A. Yost

Executive Vice President and 
    Chief Financial Officer/s/  MARK
    A. BREBBERMANMark
    A. Brebberman

Corporate Controller/s/  WILLIAM
    C. CUNNINGHAM*William
    C. Cunningham

Director/s/  GEORGE
    T. HAYMAKER, JR.*George
    T. Haymaker, Jr.

Lead Director/s/  CYNTHIA
    FELDMANN*Cynthia
    Feldmann

Director/s/  MOHSEN
    SOHI*Mohsen
    Sohi

Director/s/  HENRY
    D.G. WALLACE*Henry
    D.G. Wallace

Director/s/  RICHARD
    F. WALLMAN*Richard
    F. Wallman

Director/s/  PATRICK
    C. CAULEY*Patrick
    C. CauleyAttorney-in-fact  100




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HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Year Ending January 31,Allowance for doubtful accounts:

2008


2007


2006(Dollars in millions)Balance at beginning of year

$
1.8


$
3.5


$
3.5Additions charged to costs and expenses


0.1



0.5



2.2Deductions


(0.4
)


(2.2
)


(2.2
)Balance at end of year

$
1.5


$
1.8


$
3.5  101




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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.*3
.2

By-Laws of Hayes Lemmerz International, Inc. (formerly known as
    HLI Holding Company, Inc.), effective as of May 30, 2003,
    as amended to date.*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.*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

Series B Warrant Agreement, dated as of June 2, 2003,
    by and between Hayes Lemmerz International, Inc. and Mellon
    Investor Services LLC, as Warrant Agent (incorporated by
    reference to Exhibit 4.2 to our
    Form 8-A,
    filed June 4, 2003).4
.8

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

Form of Severance Agreement, dated June 15, 2000, between
    Hayes and certain of its officers (incorporated by reference
    from our Quarterly Report on
    Form 10-Q
    for the quarter ended October 31, 2000, filed on
    December 15, 2000).10
.2

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
.3

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
.4

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
.5

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
.6

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
.7

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). 102




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10
.8

Hayes Lemmerz International, Inc. Officer Bonus Plan
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K
    dated June 17, 2005).10
.9

Award Agreement under Hayes Lemmerz International, Inc. Officer
    Bonus Plan (incorporated by reference to Exhibit 10.2 to
    our Current Report on
    Form 8-K
    dated June 17, 2005).10
.10

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
.11

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
.12

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
.13

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
.14

Receivables Financing Agreement, dated as of May 30, 2006,
    among Hayes Funding II, Inc., the financial institutions from
    time to time party thereto (Lenders), Citicorp USA, Inc. as the
    program agent for the Lenders and HLI Operating Company, Inc.,
    as servicer (incorporated by reference to Exhibit 10.1 to
    our Current Report on
    Form 8-K
    filed on June 5, 2006).10
.15

Originator Purchase Agreement, dated as of May 30, 2006,
    among Hayes Funding I, LLC, a Delaware limited liability
    company and the wholly-owned subsidiaries of the Company named
    therein as Originators (incorporated by reference to
    Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on June 5, 2006).10
.16

Secondary Purchase Agreement, dated as of May 30, 2006,
    between Hayes Funding I, LLC, a Delaware limited liability
    company and Hayes Funding II, Inc., a Delaware corporation
    (incorporated by reference to Exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on June 5, 2006).10
.17

First Amendment dated as of October 13, 2006 amending each
    of(i) Receivables Financing Agreement, dated as of May 30,
    2006 among Hayes Funding II, Inc., the financial institutions
    from time to time party thereto, Citicorp USA, Inc., and HLI
    Operating Company, Inc., (ii) Originator Purchase
    Agreement, dated as of May 30, 2006), among Hayes
    Funding I, LLC, and the wholly-owned subsidiaries of the
    Company named therein as Originators and (iii) Secondary
    Purchase Agreement, dated as of May 30, 2006 among Hayes
    Funding II, Inc. and Hayes Funding I, LLC (incorporated by
    reference to Exhibit 10.21 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 31, 2007, filed
    April 9, 2007).10
.18

Second Amendment dated as of February 14, 2007 amending
    each of(i) Receivables Financing Agreement, dated as of
    May 30, 2006 (as amended October 13, 2006) among
    Hayes Funding II, Inc., the financial institutions from time to
    time party thereto, Citicorp USA, Inc., and HLI Operating
    Company, Inc., (ii) Originator Purchase Agreement, dated as
    of May 30, 2006 (as amended October 13, 2006), among
    Hayes Funding I, LLC, and the wholly-owned subsidiaries of
    the Company named therein as Originators and
    (iii) Secondary Purchase Agreement, dated as of
    May 30, 2006 (as amended October 13, 2006) among
    Hayes Funding II, Inc. and Hayes Funding I, LLC
    (incorporated by reference to Exhibit 10.22 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 31, 2007, filed
    April 9, 2007).10
.19

Amendment No. 3 to Receivables Financing Agreement dated as
    of May 30, 2007 amending the Receivables Financing
    Agreement, dated as of May 30, 2006 (as previously amended)
    among Hayes Funding II, Inc., the financial institutions from
    time to time party thereto, Citicorp USA, Inc., and HLI
    Operating Company, Inc.*10
.20

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). 103




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##### Table of Contents



10
.21

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
.22

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).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.*23


Consent of Independent Registered Public Accounting Firm.*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 James A. Yost, Executive Vice President and
    Chief Financial Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.*32
.1

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

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