##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 30, 2001

OR

TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from
                  to

Commission file number: 1-11592

HAYES LEMMERZ INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its
Charter)


|                                |  |                    
|------------------------------- |  | -------------------
|                               
|                               
|                               
|                               
|DELAWARE                        |  | 13-3384636         
|(State or Other Jurisdiction of |  | (IRS Employer      
|Incorporation or Organization)  |  | Identification No.)

15300 CENTENNIAL DRIVE

NORTHVILLE, MICHIGAN 48167


(Address of Principal Executive Offices)(Zip Code)


Registrants telephone number, including area code:
(734) 737-5000

Indicate by check mark whether
the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days.  Yes 
     No

The number of shares of common
stock outstanding as of June 12, 2001, was 28,455,495
shares.









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TABLE OF CONTENTS



|                                      |  |  |  |  |  |  |  | 
|------------------------------------- |  |  |  |  |  |  |  | 
|QUARTERLY REPORT ON FORM 10-Q        
|Consolidated Statements Of Operations
|Consolidated Balance Sheets          
|Consolidated Statements of Cash Flows
|PART II. OTHER INFORMATION           
|SIGNATURES                           



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.






QUARTERLY REPORT ON FORM 10-Q


TABLE OF CONTENTS

|                              |         |                                       |                                                                                        |      |   |    | 
|----------------------------- | ------- | ------------------------------------- | -------------------------------------------------------------------------------------- | ---- | - | -- | 
|                              |         |                                       |                                                                                        | Page
|                              |         |                                       |                                                                                        |     
|                             
|                             
|                             
|                             
|PART I. FINANCIAL INFORMATION
|                              | Item 1. |                                       | Financial Statements                                                                   |      |   |    | 
|                             
|                             
|                             
|                             
|                              |         | Consolidated Statements of Operations |                                                                                        |      | 3 |   
|                             
|                             
|                             
|                             
|                              |         | Consolidated Balance Sheets           |                                                                                        |      | 4 |   
|                             
|                             
|                             
|                             
|                              |         | Consolidated Statements of Cash Flows |                                                                                        |      | 5 |   
|                             
|                             
|                             
|                             
|                              |         |                                       | Notes to Consolidated Financial Statements                                             |      |   | 6  | 
|                             
|                             
|                             
|                             
|                              | Item 2. |                                       | Managements Discussion and Analysis of
	Financial Condition and Results of Operations |      |   | 15 | 
|                             
|                             
|                             
|                             
|                              | Item 3. |                                       | Quantitative and Qualitative Disclosures about
	Market Risk                            |      |   | 16 | 
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION   
|                             
|                             
|                             
|                             
|                              | Item 1. |                                       | Legal Proceedings                                                                      |      |   |    | 
|                             
|                             
|                             
|                             
|                              | Item 2. |                                       | Changes in Securities                                                                  |      |   |    | 
|                             
|                             
|                             
|                             
|                              | Item 3. |                                       | Defaults upon Senior Securities                                                        |      |   |    | 
|                             
|                             
|                             
|                             
|                              | Item 4. |                                       | Submission of Matters to a Vote of
	Security-Holders                                   |      |   |    | 
|                             
|                             
|                             
|                             
|                              | Item 5. |                                       | Other Information                                                                      |      |   |    | 
|                             
|                             
|                             
|                             
|                              | Item 6. |                                       | Exhibits and Reports on Form 8-K                                                       |      |   | 17 | 
|                             
|                             
|                             
|                             
|SIGNATURES                    |         |                                       | 18                                                                                     |     

UNLESS OTHERWISE INDICATED, REFERENCES TO THE
COMPANY MEAN HAYES LEMMERZ INTERNATIONAL, INC., AND
ITS SUBSIDIARIES AND REFERENCE TO A FISCAL YEAR MEANS THE
COMPANYS YEAR ENDED JANUARY 31 OF THE FOLLOWING YEAR
(E.G., FISCAL 2001 MEANS THE PERIOD BEGINNING FEBRUARY 1,
2001, AND ENDING JANUARY 31, 2002). THIS REPORT CONTAINS
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND BUSINESS OF THE
COMPANY. THESE FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS
AND UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN THAT ANY OF SUCH
MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD
LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING
POSSIBILITIES: (1) COMPETITIVE PRESSURE IN THE
COMPANYS INDUSTRY INCREASES SIGNIFICANTLY;
(2) GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN
EXPECTED; (3) THE COMPANYS DEPENDENCE ON THE
AUTOMOTIVE INDUSTRY (WHICH HAS HISTORICALLY BEEN CYCLICAL);
(4) CHANGES IN THE FINANCIAL MARKETS AFFECTING THE
COMPANYS FINANCIAL STRUCTURE AND THE COMPANYS COST
OF CAPITAL AND BORROWED MONEY; AND (5) THE UNCERTAINTIES
INHERENT IN INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY
FLUCTUATIONS. THE COMPANY HAS NO DUTY UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 TO UPDATE THE FORWARD
LOOKING STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q
AND THE COMPANY DOES NOT INTEND TO PROVIDE SUCH UPDATES.

2



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES






Consolidated Statements Of Operations


(Millions of dollars, except share amounts)


(Unaudited)


|                                                            |                                                               |                    |        |       |   |   |        |       | 
|----------------------------------------------------------- | ------------------------------------------------------------- | ------------------ | ------ | ----- | - | - | ------ | ----- | 
|                                                            |                                                               |                   
|                                                            |                                                               | Three Months Ended
|                                                            |                                                               | April 30,         
|                                                            |                                                               |                   
|                                                            |                                                               | 2001               |        | 2000 
|                                                            |                                                               |                    |        |      
|Net sales                                                   |                                                               | $                  | 541.4  |       |   | $ | 594.8  |      
|                                                           
|                                                           
|                                                           
|                                                           
|Cost of goods sold                                          |                                                               |                    | 469.5  |       |   |   | 492.9  |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|                                                            | Gross profit                                                  |                    |        | 71.9  |   |   |        | 101.9 | 
|                                                           
|                                                           
|                                                           
|                                                           
|Marketing, general and administration                       |                                                               |                    | 25.1   |       |   |   | 24.5   |      
|                                                           
|                                                           
|                                                           
|                                                           
|Engineering and product development                         |                                                               |                    | 5.9    |       |   |   | 6.2    |      
|                                                           
|                                                           
|                                                           
|                                                           
|Amortization of intangibles                                 |                                                               |                    | 7.0    |       |   |   | 7.2    |      
|                                                           
|                                                           
|                                                           
|                                                           
|Other income, net                                           |                                                               |                    | (0.2   | )     |   |   | (2.4   | )    
|                                                           
|                                                           
|                                                           
|                                                           
|Equity in losses (earnings) of
	unconsolidated subsidiaries |                                                               |                    | 0.4    |       |   |   | (1.1   | )    
|                                                            |                                                               |                    |        |       |   |   |        |      
|                                                            | Earnings from operations                                      |                    |        | 33.7  |   |   |        | 67.5  | 
|                                                           
|                                                           
|                                                           
|                                                           
|Interest expense, net                                       |                                                               |                    | 45.6   |       |   |   | 38.8   |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|                                                            | Earnings (loss) before taxes on income and
	minority interest |                    |        | (11.9 | ) |   |        | 28.7  | 
|                                                           
|                                                           
|                                                           
|                                                           
|Income tax (benefit) provision                              |                                                               |                    | (5.1   | )     |   |   | 12.1   |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|                                                            | Earnings (loss) before minority interest                      |                    |        | (6.8  | ) |   |        | 16.6  | 
|                                                           
|                                                           
|                                                           
|                                                           
|Minority interest                                           |                                                               |                    | 0.8    |       |   |   | 0.9    |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|                                                            | Net income (loss)                                             |                    | $      | (7.6  | ) |   | $      | 15.7  | 
|                                                            |                                                               |                    |        |       |   |   |        |      
|Per share information:                                      |                                                               |                    |        |       |   |   |        |      
|                                                           
|                                                           
|                                                           
|                                                           
|Basic net income (loss) per share                           |                                                               | $                  | (0.27  | )     |   | $ | 0.52   |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|Basic average shares outstanding (in thousands)             |                                                               |                    | 28,455 |       |   |   | 30,356 |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|Diluted net income (loss) per share                         |                                                               | $                  | (0.27  | )     |   | $ | 0.51   |      
|                                                            |                                                               |                    |        |       |   |   |        |      
|Diluted average shares outstanding (in thousands)           |                                                               |                    | 28,455 |       |   |   | 30,876 |      
|                                                            |                                                               |                    |        |       |   |   |        |      

See accompanying notes to consolidated financial statements.

3



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES






Consolidated Balance Sheets


(Millions of dollars, except share amounts)


|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |       |         | 
|--------------------------------------- | ---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------- | ----------- | ------- |  | ------- | ----- | ------- | 
|                                        |                                                                                                      | April 30,                                                                                                           |         | January 31,
|                                        |                                                                                                      | 2001                                                                                                                |         | 2001       
|                                        |                                                                                                      |                                                                                                                     |         |            
|                                        |                                                                                                      | (Unaudited)                                                                                                         |         |            
|                                       
|                                       
|                                       
|                                       
|Assets                                  |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|Current assets:                         |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|                                        | Cash and cash equivalents                                                                            |                                                                                                                     | $       | 28.9        |         |  | $       |      |        
|                                       
|                                       
|                                       
|                                       
|                                        | Receivables net of allowance of $7.6 million
	at April  30, 2001 and $8.5 million January 31,
	2001. |                                                                                                                     |         | 266.3       |         |  |         | 270.1 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Inventory                                                                                            |                                                                                                                     |         | 191.9       |         |  |         | 201.2 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Deferred tax assets                                                                                  |                                                                                                                     |         | 42.4        |         |  |         | 43.8  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Prepaid expenses and other                                                                           |                                                                                                                     |         | 21.2        |         |  |         | 18.3  |        
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total current assets                                                                                                |         |             | 550.7   |  |         |       | 533.4   | 
|                                       
|                                       
|                                       
|                                       
|Net property, plant and equipment       |                                                                                                      |                                                                                                                     | 1,115.1 |             |         |  | 1,139.0 |      
|                                       
|                                       
|                                       
|                                       
|Goodwill and other assets               |                                                                                                      |                                                                                                                     | 1,135.7 |             |         |  | 1,138.7 |      
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total assets                                                                                                        |         | $           | 2,801.5 |  |         | $     | 2,811.1 | 
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|Liabilities and Stockholders Equity    |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|Current liabilities:                    |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|                                        | Bank borrowings                                                                                      |                                                                                                                     | $       | 81.9        |         |  | $       | 79.6  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Current portion of long-term debt                                                                    |                                                                                                                     |         | 91.4        |         |  |         | 87.3  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts payable and accrued liabilities                                                             |                                                                                                                     |         | 437.6       |         |  |         | 476.7 |        
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total current liabilities                                                                                           |         |             | 610.9   |  |         |       | 643.6   | 
|                                       
|                                       
|                                       
|                                       
|Long-term debt                          |                                                                                                      |                                                                                                                     | 1,671.2 |             |         |  | 1,621.0 |      
|                                       
|                                       
|                                       
|                                       
|Pension and other long-term liabilities |                                                                                                      |                                                                                                                     | 266.9   |             |         |  | 278.3   |      
|                                       
|                                       
|                                       
|                                       
|Deferred income taxes                   |                                                                                                      |                                                                                                                     | 100.2   |             |         |  | 102.2   |      
|                                       
|                                       
|                                       
|                                       
|Minority interest                       |                                                                                                      |                                                                                                                     | 10.6    |             |         |  | 10.6    |      
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total liabilities                                                                                                   |         |             | 2,659.8 |  |         |       | 2,655.7 | 
|                                       
|                                       
|                                       
|                                       
|Commitments and Contingencies:          |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|Stockholders equity:                   |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|                                        | Preferred stock, 25,000,000 shares authorized,
	none issued or outstanding                           |                                                                                                                     |         |            |         |  |         |      |        
|                                       
|                                       
|                                       
|                                       
|                                        | Common stock, par value $0.01 per share:                                                             |                                                                                                                     |         |             |         |  |         |       |        
|                                       
|                                       
|                                       
|                                       
|                                        |                                                                                                      | Voting  authorized 99,000,000 shares;
	issued and outstanding 25,806,469 at April 30, 2001 and
	January 31, 2001   |         |             | 0.3     |  |         |       | 0.3     | 
|                                       
|                                       
|                                       
|                                       
|                                        |                                                                                                      | Nonvoting  authorized 5,000,000
	shares; issued and outstanding, 2,649,026 at April 30, 2001
	and January 31, 2001 |         |             |        |  |         |       |        | 
|                                       
|                                       
|                                       
|                                       
|                                        | Additional paid in capital                                                                           |                                                                                                                     |         | 237.1       |         |  |         | 237.1 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Retained earnings                                                                                    |                                                                                                                     |         | 8.6         |         |  |         | 16.2  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Common stock in treasury at cost, 1,901,450 shares                                                   |                                                                                                                     |         | (26.3       | )       |  |         | (26.3 | )      
|                                       
|                                       
|                                       
|                                       
|                                        | Accumulated other comprehensive loss                                                                 |                                                                                                                     |         | (78.0       | )       |  |         | (71.9 | )      
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total stockholders equity                                                                                          |         |             | 141.7   |  |         |       | 155.4   | 
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      
|                                        |                                                                                                      | Total liabilities and stockholders equity                                                                          |         | $           | 2,801.5 |  |         | $     | 2,811.1 | 
|                                        |                                                                                                      |                                                                                                                     |         |             |         |  |         |      

See accompanying notes to consolidated financial statements.

4



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES






Consolidated Statements of Cash Flows


(Millions of dollars)


(Unaudited)


|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |       |        |       |  
|-------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------- | ----- | ----- | ----- | ---- | ----- | ------ | ----- | -
|                                                                                       |                                                                                   |                                         
|                                                                                       |                                                                                   | Three Months Ended                      
|                                                                                       |                                                                                   | April 30,                               
|                                                                                       |                                                                                   |                                         
|                                                                                       |                                                                                   | 2001                                     |                                       | 2000 
|                                                                                       |                                                                                   |                                          |                                       |      
|Cash flows from operating activities:                                                  |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Net income (loss)                                                                      |                                                                                   | $                                        | (7.6                                  | )     |       | $     | 15.7 |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Adjustments to reconcile net income (loss) to net
	cash used for operating activities: |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Depreciation and tooling amortization                                             |                                          |                                       | 31.8  |       |       |      | 29.4  |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Amortization of intangibles                                                       |                                          |                                       | 7.0   |       |       |      | 7.2   |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Amortization of deferred financing fees                                           |                                          |                                       | 1.8   |       |       |      | 1.6   |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Deferred taxes                                                                    |                                          |                                       | (7.7  | )     |       |      | 1.3   |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Minority interest                                                                 |                                          |                                       | 0.8   |       |       |      | 0.9   |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Equity in losses (earnings) of
	unconsolidated subsidiaries                       |                                          |                                       | 0.4   |       |       |      | (1.1  | )     
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Changes in operating assets and liabilities that
	increase (decrease) cash flows: |                                          |                                       |       |       |       |      |       |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                   | Receivables                              |                                       |       | (53.9 | )     |      |       | (37.7  | )    
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                   | Inventories                              |                                       |       | 4.0   |       |      |       | (17.7  | )    
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                   | Prepaid expenses and other               |                                       |       | (3.3  | )     |      |       | (2.6   | )    
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                   | Accounts payable and accrued liabilities |                                       |       | (26.9 | )     |      |       | (112.0 | )    
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                   | Other long-term liabilities              |                                       |       | (1.8  | )     |      |       | (3.7   | )    
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                       |                                                                                   | Cash used for operating activities       |                                       |       | (55.4 | )     |      |       | (118.7 | )    
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|Cash flows from investing activities:                                                  |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Acquisition of property, plant and equipment                                      |                                          |                                       | (29.9 | )     |       |      | (41.9 | )     
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Tooling expenditures                                                              |                                          |                                       | (1.2  | )     |       |      |      |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Other, net                                                                        |                                          |                                       | (1.3  | )     |       |      | 4.6   |       
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                       |                                                                                   |                                          | Cash used for investing activities    |       |       | (32.4 | )    |       |        | (37.3 | )
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|Cash flows from financing activities:                                                  |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Increase in bank borrowings and revolver                                          |                                          |                                       | 73.1  |       |       |      | 159.9 |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Proceeds from accounts receivable securitization                                  |                                          |                                       | 47.6  |       |       |      | 12.0  |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Financing fees                                                                    |                                          |                                       | (2.3  | )     |       |      |      |       
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                       |                                                                                   |                                          | Cash provided by financing activities |       |       | 118.4 |      |       |        | 171.9 |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Effect of exchange rate changes on cash and cash
	equivalents                          |                                                                                   |                                          | (1.7                                  | )     |       |       | (1.4 | )    
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                       | Increase in cash and cash equivalents                                             |                                          |                                       | 28.9  |       |       |      | 14.5  |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Cash and cash equivalents at beginning of year                                         |                                                                                   |                                          |                                      |       |       |       | 25.9 |      
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|Cash and cash equivalents at end of period                                             |                                                                                   | $                                        | 28.9                                  |       |       | $     | 40.4 |      
|                                                                                       |                                                                                   |                                          |                                       |       |       |       |      |      
|Supplemental data:                                                                     |                                                                                   |                                          |                                       |       |       |       |      |      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Cash paid for interest                                                            |                                          | $                                     | 22.0  |       |       | $    | 22.8  |       
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Cash paid for income taxes                                                        |                                          | $                                     | 0.4   |       |       | $    | 1.0   |       

See accompanying notes to consolidated financial statements.

5



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(1)  Basis of Presentation

The accompanying consolidated financial statements have been
prepared by management and in the opinion of management, contain
all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial position of the
Company as of April 30, 2001 and January 31, 2001, and
the results of its operations for the three months ended
April 30, 2001, and 2000 and cash flows for the three
months ended April 30, 2001, and 2000. The consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in
the Companys Annual Report on Form 10-K for the
fiscal year ended January 31, 2001. Results for interim
periods are not necessarily indicative of those to be expected
for the year.

(2)  Derivative Financial Instruments

In June 1998, June 1999 and June 2000, the
Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS)
No. 133, Accounting for Derivative Instruments and Hedging
Activities, SFAS 137, Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective
Date of FASB Statement No. 133 and SFAS 138,
Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an amendment of FASB Statement
No. 133. These Statements establish accounting and
reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset
or liability measured at its fair value. These Statements
require that changes in the derivatives fair value be
recognized currently in earnings unless specific hedge
accounting criteria are met.

Special accounting for qualifying hedges allows a
derivatives gains and losses to offset related results on
the hedged item in the income statement or as part of
accumulated other comprehensive income, and requires that a
company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting.
This accounting is effective for fiscal years beginning after
June 15, 2000. The Company adopted this standard on
February 1, 2001 and adoption did not have a material
impact on the Companys financial position or results of
operations.

The Company has significant investments in foreign subsidiaries.
The majority of these investments are in Europe wherein the Euro
is the functional currency. As a result, the Company is exposed
to fluctuations in exchange rates between the Euro and the U.S.
Dollar. To reduce this exposure, the Company has entered into
cross-currency interest rate swap agreements and forward
currency hedges having an aggregate notional amount of
$281.0 million. The Company has designated these swap
agreements as hedges of the foreign currency exposure of its net
investment in foreign operations. In addition, the Company has
designated a term loan, totaling 146.5 million
Deutschemarks, as a hedge of foreign currency exposure of its
net investment in its German operations.

The Company records the gain or loss on the derivative financial
instruments designated as hedges of the foreign currency
exposure of its net investment in foreign operations as currency
translation adjustments in Accumulated Other Comprehensive Loss
to the extent the hedges are effective. The gain or loss on the
hedging instruments offset the change in currency translation
adjustments resulting from translating the foreign
operations financial statements from their respective
functional currency to the Dollar. In the first quarter of
fiscal 2001, the Company recorded a gain of $21.0 million
on the instruments designated as hedges in Accumulated Other
Comprehensive Loss. As these derivative financial instruments
were accounted for as qualifying hedges prior to adoption of
SFAS No. 133, no transition adjustment was recorded at the
date of adoption.

6



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(3)  Inventories

The major classes of inventory are as follows:

|                |       |           |      |             |  |   |      |       | 
|--------------- | ----- | --------- | ---- | ----------- |  | - | ---- | ----- | 
|                |       | April 30, |      | January 31,
|                |       | 2001      |      | 2001       
|                |       |           |      |            
|Raw materials   |       | $         | 61.6 |             |  | $ | 68.3 |      
|               
|               
|               
|               
|Work-in-process |       |           | 61.8 |             |  |   | 60.5 |      
|               
|               
|               
|               
|Finished goods  |       |           | 68.5 |             |  |   | 72.4 |      
|                |       |           |      |             |  |   |      |      
|                | Total |           | $    | 191.9       |  |   | $    | 201.2 | 
|                |       |           |      |             |  |   |      |      

(4)  Property, plant and equipment

The major classes of property, plant and equipment are as
follows:

|                         |                                   |           |         |             |  |   |         |         | 
|------------------------ | --------------------------------- | --------- | ------- | ----------- |  | - | ------- | ------- | 
|                         |                                   | April 30, |         | January 31,
|                         |                                   | 2001      |         | 2001       
|                         |                                   |           |         |            
|Land                     |                                   | $         | 30.3    |             |  | $ | 31.2    |        
|                        
|                        
|                        
|                        
|Buildings                |                                   |           | 248.6   |             |  |   | 259.3   |        
|                        
|                        
|                        
|                        
|Machinery and equipment  |                                   |           | 1,171.1 |             |  |   | 1,164.7 |        
|                         |                                   |           |         |             |  |   |         |        
|                         |                                   |           | 1,450.0 |             |  |   | 1,455.2 |        
|                        
|                        
|                        
|                        
|Accumulated depreciation |                                   |           | (334.9  | )           |  |   | (316.2  | )      
|                         |                                   |           |         |             |  |   |         |        
|                         | Net property, plant and equipment |           | $       | 1,115.1     |  |   | $       | 1,139.0 | 
|                         |                                   |           |         |             |  |   |         |        

(5)  Earnings per share

SFAS No. 128, Earnings per Share
(EPS), requires two calculations of earnings per
share to be disclosed, basic EPS and diluted EPS. Basic EPS is
computed using only the weighted average shares outstanding,
while diluted EPS is computed considering the dilutive effect of
options and warrants.

Shares outstanding for the three months ended April 30,
2001 and 2000, were as follows:

|                                          |                                             |      |        |        |  |  |        |        | 
|----------------------------------------- | ------------------------------------------- | ---- | ------ | ------ |  |  | ------ | ------ | 
|                                          |                                             | 2001 |        | 2000  
|                                          |                                             |      |        |       
|Basic weighted average shares outstanding |                                             |      | 28,455 |        |  |  | 30,356 |       
|                                         
|                                         
|                                         
|                                         
|Dilutive effect of options and warrants   |                                             |      |       |        |  |  | 520    |       
|                                          |                                             |      |        |        |  |  |        |       
|                                          | Diluted weighted average shares outstanding |      |        | 28,455 |  |  |        | 30,876 | 
|                                          |                                             |      |        |        |  |  |        |       

(6)  Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income,
establishes standards for the reporting and display of
comprehensive income. Comprehensive income is defined as all
changes in a Companys net assets except changes resulting
from transactions with shareholders. It differs from net income
in that certain items currently recorded to equity would be a
part of comprehensive income.

7



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(6)  Comprehensive
Income  (Continued)

The components of comprehensive income (loss) for the three
months ended April 30, 2001 and 2000 are as follows:

|                                              |                                   |      |       |       |   |   |       |     | 
|--------------------------------------------- | --------------------------------- | ---- | ----- | ----- | - | - | ----- | --- | 
|                                              |                                   | 2001 |       | 2000 
|                                              |                                   |      |       |      
|Net Income (loss)                             |                                   | $    | (7.6  | )     |   | $ | 15.7  |    
|                                             
|                                             
|                                             
|                                             
|Change in fair value of net investment hedges |                                   |      | 21.0  |       |   |   | 4.5   |    
|                                             
|                                             
|                                             
|                                             
|Cumulative translation adjustments            |                                   |      | (27.1 | )     |   |   | (16.9 | )  
|                                              |                                   |      |       |       |   |   |       |    
|                                              | Total comprehensive income (loss) |      | $     | (13.7 | ) |   | $     | 3.3 | 
|                                              |                                   |      |       |       |   |   |       |    

(7)  Commitments and Contingencies

The Company is party to various litigation. Management believes
that the outcome of these lawsuits will not have a material
adverse effect on the consolidated financial condition of the
Company.

(8)  Segment Reporting

The Company is organized based primarily on markets served and
products produced. Under this organization structure, the
Companys operating segments have been aggregated into
three reportable segments: Automotive Wheels, Cast Components
and Other. The Other category includes Commercial Highway
products, the corporate office and elimination of intercompany
activities, none of which meet the requirements of being
classified as an operating segment.

The following table represents revenues and other financial
information by business segment for the three months ended
April 30:

|                  |       |         |       |                   |  |              |       |       |  |      |      |      |   |   |      |      |  |   |         |         |  |   |         |         | 
|----------------- | ----- | ------- | ----- | ----------------- |  | ------------ | ----- | ----- |  | ---- | ---- | ---- | - | - | ---- | ---- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                  |       |         |       |                   |  |             
|                  |       | Revenue |       | Net Income (loss) |  | Total Assets
|                  |       |         |       |                   |  |             
|                  |       | 2001    |       | 2000              |  | 2001         |       | 2000  |  | 2001 |      | 2000
|                  |       |         |       |                   |  |              |       |       |  |      |      |     
|Automotive wheels |       | $       | 322.1 |                   |  | $            | 364.0 |       |  | $    | 2.7  |      |   | $ | 13.8 |      |  | $ | 1,418.0 |         |  | $ | 1,497.8 |        
|                 
|                 
|                 
|                 
|Cast components   |       |         | 175.6 |                   |  |              | 179.8 |       |  |      | (3.0 | )    |   |   | 2.2  |      |  |   | 998.7   |         |  |   | 982.2   |        
|                 
|                 
|                 
|                 
|Other             |       |         | 43.7  |                   |  |              | 51.0  |       |  |      | (7.3 | )    |   |   | (0.3 | )    |  |   | 384.8   |         |  |   | 331.1   |        
|                  |       |         |       |                   |  |              |       |       |  |      |      |      |   |   |      |      |  |   |         |         |  |   |         |        
|                  | Total |         | $     | 541.4             |  |              | $     | 594.8 |  |      | $    | (7.6 | ) |   | $    | 15.7 |  |   | $       | 2,801.5 |  |   | $       | 2,811.1 | 
|                  |       |         |       |                   |  |              |       |       |  |      |      |      |   |   |      |      |  |   |         |         |  |   |         |        

(9)  Reclassifications

Certain prior period amounts have been reclassified to conform
to the current year presentation.

(10)  Non-Recurring Charges

During the third quarter of fiscal 2000, the company recorded a
non-recurring charge of $87.8 million related to
restructuring activities initiated in response to continued
softening in the heavy truck and light vehicle markets. Of the
$87.8 million, $64.4 million was for long-lived asset
impairment relating principally to excess and obsolete machinery
and equipment removed from service due to the aforementioned
softening market conditions. Inventory and other current asset
write-offs totaling $10.1 were recorded to reduce the carrying
value of excess and obsolete inventory, customer tooling and
accounts receivable. Other asset write-offs, including an
investment in a joint venture, totaled $6.6 million.

8



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




(10)  Non-Recurring Charges  (Continued)


In addition, as a result of the market conditions and resulting
restructuring initiative, the Company implemented a workforce
reduction program. A charge of $6.7 million was recorded in
the third quarter of fiscal 2000, which relates to 387 employees
and is expected to be paid in the ensuing 12-18 months. At
April 30, 2001 and January 31, 2001, $4.7 million and
$5.0 million, respectively, was unpaid and is included in
accrued liabilities in the Consolidated Balance Sheet.

(11)  Bank Borrowings and Long-Term Debt

In April 1998, the Company entered into a three-year trade
securitization agreement pursuant to which the Company and
certain of its subsidiaries sold, and continued to sell on an
ongoing basis, a portion of their accounts receivables to a
special purpose entity (Funding Co.), which is
wholly owned by the Company. Accordingly, the Company and such
subsidiaries, irrevocably and without recourse, transferred and
continued to transfer substantially all of their U.S. dollar
denominated trade accounts receivable to Funding Co. Funding Co.
then sold and continued to sell such trade accounts receivable
to an independent issuer of receivable-backed commercial paper.
The Company has collection and administrative responsibilities
with respect to all the receivables which are sold. Receivables
sold at April 30, 2001 total $119.2 million.

This trade securitization agreement expired on May 1, 2001.
At that time, the Company financed the amount of receivables
sold totaling $119.2 million with its revolving credit
facility. On May 10, 2001, the Company signed a commitment
letter for a replacement trade securitization program and is
currently in the process of reviewing the proposed arrangement.

(12)  Guarantor and Nonguarantor Financial Statements

The senior subordinated notes are guaranteed by certain of the
Companys domestic subsidiaries. Certain other domestic
subsidiaries and the foreign subsidiaries (the
Non-Guarantor Subsidiaries) do not guarantee the
senior subordinated notes.

The following condensed consolidating financial information
presents:



| |                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  Condensed consolidating financial statements as of
	April 30, 2001 and January 31, 2001 and for the three month
	periods ended April 30, 2001, and 2000 of (a) Hayes
	Lemmerz International, Inc., the parent (b) the guarantor
	subsidiaries, (c) the nonguarantor subsidiaries and
	(d) the Company on a consolidated basis, and
|
| | (2)  Elimination entries necessary to consolidate Hayes
	Lemmerz International, Inc., the parent, with guarantor and
	nonguarantor subsidiaries.                                                                                                                                                                                       

The condensed consolidating financial statements are presented
on the equity method. Under this method, the investments in
subsidiaries are recorded at cost and adjusted for the
Companys share of the subsidiaries cumulative
results of operations, capital contributions, distributions and
other equity changes. The principal elimination entries
eliminate investments in subsidiaries and intercompany balances
and transactions.

9



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(12)  Guarantor and Nonguarantor Financial
Statements  (Continued)

Condensed Consolidating Statements of Operations

For the Three Months Ended April 30, 2001


|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |       |  
|----------------------------------------- | -------------------------------------------------------------- | ------ | ---- | ------------ | - | ------------ | ----- | ------------ | - | ------------ | ----- | ---- |  | - | ---- | --- |  | - | ----- | ----- | -
|                                          |                                                                |        |      | Guarantor    |   | Nonguarantor |       |              |   | Consolidated
|                                          |                                                                | Parent |      | Subsidiaries |   | Subsidiaries |       | Eliminations |   | Total       
|                                          |                                                                |        |      |              |   |              |       |              |   |             
|Net sales                                 |                                                                | $      | 74.2 |              |   | $            | 134.5 |              |   | $            | 337.0 |      |  | $ | (4.3 | )   |  | $ | 541.4 |      
|                                         
|                                         
|                                         
|                                         
|Cost of goods sold                        |                                                                |        | 61.4 |              |   |              | 126.6 |              |   |              | 285.8 |      |  |   | (4.3 | )   |  |   | 469.5 |      
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      
|                                          | Gross profit                                                   |        |      | 12.8         |   |              |       | 7.9          |   |              |       | 51.2 |  |   |      |    |  |   |       | 71.9  |  
|                                         
|                                         
|                                         
|                                         
|Marketing, general and administration     |                                                                |        | 3.1  |              |   |              | 6.6   |              |   |              | 15.4  |      |  |   |     |     |  |   | 25.1  |      
|                                         
|                                         
|                                         
|                                         
|Engineering and product development       |                                                                |        | 0.8  |              |   |              | 2.0   |              |   |              | 3.1   |      |  |   |     |     |  |   | 5.9   |      
|                                         
|                                         
|                                         
|                                         
|Amortization of intangibles               |                                                                |        | 0.3  |              |   |              | 2.0   |              |   |              | 4.7   |      |  |   |     |     |  |   | 7.0   |      
|                                         
|                                         
|                                         
|                                         
|Other income, net                         |                                                                |        | (0.1 | )            |   |              |      |              |   |              | (0.1  | )    |  |   |     |     |  |   | (0.2  | )    
|                                         
|                                         
|                                         
|                                         
|Equity in (earnings) loss of subsidiaries |                                                                |        | 6.7  |              |   |              |      |              |   |              | (0.1  | )    |  |   | (6.2 | )   |  |   | 0.4   |      
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      
|                                          | Earnings (loss) from operations                                |        |      | 2.0          |   |              |       | (2.7         | ) |              |       | 28.2 |  |   |      | 6.2 |  |   |       | 33.7  |  
|                                         
|                                         
|                                         
|                                         
|Interest expense, net                     |                                                                |        | 14.8 |              |   |              | 10.9  |              |   |              | 19.9  |      |  |   |     |     |  |   | 45.6  |      
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      
|                                          | Earnings (loss) before taxes on income, and
	minority interest |        |      | (12.8        | ) |              |       | (13.6        | ) |              |       | 8.3  |  |   |      | 6.2 |  |   |       | (11.9 | )
|                                         
|                                         
|                                         
|                                         
|Income tax (benefit) provision            |                                                                |        | (5.2 | )            |   |              | (2.6  | )            |   |              | 2.7   |      |  |   |     |     |  |   | (5.1  | )    
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      
|                                          | Earnings (loss) before minority interest                       |        |      | (7.6         | ) |              |       | (11.0        | ) |              |       | 5.6  |  |   |      | 6.2 |  |   |       | (6.8  | )
|                                         
|                                         
|                                         
|                                         
|Minority interest                         |                                                                |        |     |              |   |              |      |              |   |              | 0.8   |      |  |   |     |     |  |   | 0.8   |      
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      
|Net income (loss)                         |                                                                | $      | (7.6 | )            |   | $            | (11.0 | )            |   | $            | 4.8   |      |  | $ | 6.2  |     |  | $ | (7.6  | )    
|                                          |                                                                |        |      |              |   |              |       |              |   |              |       |      |  |   |      |     |  |   |       |      

Condensed Consolidating Statements of Operations

For the Three Months Ended April 30, 2000


|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |       | 
|----------------------------------------- | -------------------------------------------------------------- | ------ | ---- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ----- | ---- |  | - | ---- | ---- | - | - | ----- | ----- | 
|                                          |                                                                |        |      | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                          |                                                                | Parent |      | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                          |                                                                |        |      |              |  |              |       |              |  |             
|Net sales                                 |                                                                | $      | 92.0 |              |  | $            | 188.5 |              |  | $            | 319.5 |      |  | $ | (5.2 | )    |   | $ | 594.8 |      
|                                         
|                                         
|                                         
|                                         
|Cost of goods sold                        |                                                                |        | 73.8 |              |  |              | 160.3 |              |  |              | 264.0 |      |  |   | (5.2 | )    |   |   | 492.9 |      
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      
|                                          | Gross profit                                                   |        |      | 18.2         |  |              |       | 28.2         |  |              |       | 55.5 |  |   |      |     |   |   |       | 101.9 | 
|                                         
|                                         
|                                         
|                                         
|Marketing, general and administration     |                                                                |        | 2.1  |              |  |              | 6.0   |              |  |              | 16.4  |      |  |   |     |      |   |   | 24.5  |      
|                                         
|                                         
|                                         
|                                         
|Engineering and product development       |                                                                |        | 1.7  |              |  |              | 1.9   |              |  |              | 2.6   |      |  |   |     |      |   |   | 6.2   |      
|                                         
|                                         
|                                         
|                                         
|Amortization of intangibles               |                                                                |        | 0.4  |              |  |              | 2.0   |              |  |              | 4.8   |      |  |   |     |      |   |   | 7.2   |      
|                                         
|                                         
|                                         
|                                         
|Other expense (income), net               |                                                                |        |     |              |  |              | 0.1   |              |  |              | (2.5  | )    |  |   |     |      |   |   | (2.4  | )    
|                                         
|                                         
|                                         
|                                         
|Equity in (earnings) loss of subsidiaries |                                                                |        | (9.5 | )            |  |              | (0.1  | )            |  |              |      |      |  |   | 8.5  |      |   |   | (1.1  | )    
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      
|                                          | Earnings (loss) from operations                                |        |      | 23.5         |  |              |       | 18.3         |  |              |       | 34.2 |  |   |      | (8.5 | ) |   |       | 67.5  | 
|                                         
|                                         
|                                         
|                                         
|Interest expense, net                     |                                                                |        | 5.9  |              |  |              | 14.5  |              |  |              | 18.4  |      |  |   |     |      |   |   | 38.8  |      
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      
|                                          | Earnings (loss) before taxes on income, and
	minority interest |        |      | 17.6         |  |              |       | 3.8          |  |              |       | 15.8 |  |   |      | (8.5 | ) |   |       | 28.7  | 
|                                         
|                                         
|                                         
|                                         
|Income tax provision                      |                                                                |        | 1.9  |              |  |              | 3.2   |              |  |              | 7.0   |      |  |   |     |      |   |   | 12.1  |      
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      
|                                          | Earnings (loss) before minority interest                       |        |      | 15.7         |  |              |       | 0.6          |  |              |       | 8.8  |  |   |      | (8.5 | ) |   |       | 16.6  | 
|                                         
|                                         
|                                         
|                                         
|Minority interest                         |                                                                |        |     |              |  |              |      |              |  |              | 0.9   |      |  |   |     |      |   |   | 0.9   |      
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      
|Net income (loss)                         |                                                                | $      | 15.7 |              |  | $            | 0.6   |              |  | $            | 7.9   |      |  | $ | (8.5 | )    |   | $ | 15.7  |      
|                                          |                                                                |        |      |              |  |              |       |              |  |              |       |      |  |   |      |      |   |   |       |      

10



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




(12)  Guarantor and Nonguarantor Financial
Statements  (Continued)


Condensed Consolidating Balance Sheets

As of April 30, 2001


|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |         | 
|-------------------------------------------------- | ------------------------------------------ | ------ | ------- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ------- | ------- |  | - | -------- | -------- | - | - | ------- | ------- | 
|                                                   |                                            |        |         | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                                   |                                            | Parent |         | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                                   |                                            |        |         |              |  |              |       |              |  |             
|Cash and cash equivalents                          |                                            | $      | 2.8     |              |  | $            | 0.2   |              |  | $            | 25.9    |         |  | $ |         |          |   | $ | 28.9    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Receivables                                        |                                            |        | 64.9    |              |  |              | 10.9  |              |  |              | 190.5   |         |  |   |         |          |   |   | 266.3   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Inventories                                        |                                            |        | 30.6    |              |  |              | 43.3  |              |  |              | 118.0   |         |  |   |         |          |   |   | 191.9   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Deferred tax assets                                |                                            |        | 5.0     |              |  |              | 6.4   |              |  |              | 31.0    |         |  |   |         |          |   |   | 42.4    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Prepaid expenses and other                         |                                            |        | 3.4     |              |  |              | 12.6  |              |  |              | 7.9     |         |  |   | (2.7     | )        |   |   | 21.2    |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total current assets                       |        |         | 106.7        |  |              |       | 73.4         |  |              |         | 373.3   |  |   |          | (2.7     | ) |   |         | 550.7   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Net property, plant and equipment                  |                                            |        | 147.5   |              |  |              | 274.1 |              |  |              | 693.5   |         |  |   |         |          |   |   | 1,115.1 |        
|                                                  
|                                                  
|                                                  
|                                                  
|Goodwill and other assets                          |                                            |        | 1,413.6 |              |  |              | 301.6 |              |  |              | 691.5   |         |  |   | (1,271.0 | )        |   |   | 1,135.7 |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total assets                               |        | $       | 1,667.8      |  |              | $     | 649.1        |  |              | $       | 1,758.3 |  |   | $        | (1,273.7 | ) |   | $       | 2,801.5 | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|Bank borrowings                                    |                                            | $      |        |              |  | $            |      |              |  | $            | 81.9    |         |  | $ |         |          |   | $ | 81.9    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Current portion of long-term debt                  |                                            |        | 77.3    |              |  |              |      |              |  |              | 14.1    |         |  |   |         |          |   |   | 91.4    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Accounts payable and accrued liabilities           |                                            |        | 73.0    |              |  |              | 72.1  |              |  |              | 297.3   |         |  |   | (4.8     | )        |   |   | 437.6   |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total current liabilities                  |        |         | 150.3        |  |              |       | 72.1         |  |              |         | 393.3   |  |   |          | (4.8     | ) |   |         | 610.9   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Long-term debt, net of current portion             |                                            |        | 1,583.7 |              |  |              |      |              |  |              | 87.5    |         |  |   |         |          |   |   | 1,671.2 |        
|                                                  
|                                                  
|                                                  
|                                                  
|Pension and other long-term liabilities            |                                            |        | 68.6    |              |  |              | 52.2  |              |  |              | 146.1   |         |  |   |         |          |   |   | 266.9   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Deferred income taxes                              |                                            |        |        |              |  |              |      |              |  |              | 100.2   |         |  |   |         |          |   |   | 100.2   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Minority interest                                  |                                            |        |        |              |  |              |      |              |  |              | 10.6    |         |  |   |         |          |   |   | 10.6    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Parent loans                                       |                                            |        | (276.5  | )            |  |              | 350.3 |              |  |              | (75.1   | )       |  |   | 1.3      |          |   |   |        |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total liabilities                          |        |         | 1,526.1      |  |              |       | 474.6        |  |              |         | 662.6   |  |   |          | (3.5     | ) |   |         | 2,659.8 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Common stock                                       |                                            |        | 0.3     |              |  |              |      |              |  |              |        |         |  |   |         |          |   |   | 0.3     |        
|                                                  
|                                                  
|                                                  
|                                                  
|Additional paid-in capital                         |                                            |        | 237.1   |              |  |              | 120.8 |              |  |              | 1,061.0 |         |  |   | (1,181.8 | )        |   |   | 237.1   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Retained earnings (accumulated deficit)            |                                            |        | 8.6     |              |  |              | 53.7  |              |  |              | 160.5   |         |  |   | (214.2   | )        |   |   | 8.6     |        
|                                                  
|                                                  
|                                                  
|                                                  
|Common stock in treasury at cost, 1,901,450 shares |                                            |        | (26.3   | )            |  |              |      |              |  |              |        |         |  |   |         |          |   |   | (26.3   | )      
|                                                  
|                                                  
|                                                  
|                                                  
|Accumulated other comprehensive income (loss)      |                                            |        | (78.0   | )            |  |              |      |              |  |              | (125.8  | )       |  |   | 125.8    |          |   |   | (78.0   | )      
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total stockholders equity                 |        |         | 141.7        |  |              |       | 174.5        |  |              |         | 1,095.7 |  |   |          | (1,270.2 | ) |   |         | 141.7   | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total liabilities and stockholders equity |        | $       | 1,667.8      |  |              | $     | 649.1        |  |              | $       | 1,758.3 |  |   | $        | (1,273.7 | ) |   | $       | 2,801.5 | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        

11



---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




(12)  Guarantor and Nonguarantor Financial
Statements  (Continued)


Condensed Consolidating Balance Sheet

January 31, 2001


|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |         | 
|-------------------------------------------------- | ------------------------------------------ | ------ | ------- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ------- | ------- |  | - | -------- | -------- | - | - | ------- | ------- | 
|                                                   |                                            |        |         | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                                   |                                            | Parent |         | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                                   |                                            |        |         |              |  |              |       |              |  |             
|Cash and cash equivalents                          |                                            | $      | (19.3   | )            |  | $            | 0.3   |              |  | $            | 19.0    |         |  | $ |         |          |   | $ |        |        
|                                                  
|                                                  
|                                                  
|                                                  
|Receivables                                        |                                            |        | 100.3   |              |  |              | 8.8   |              |  |              | 161.0   |         |  |   |         |          |   |   | 270.1   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Inventories                                        |                                            |        | 38.8    |              |  |              | 47.1  |              |  |              | 115.3   |         |  |   |         |          |   |   | 201.2   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Deferred tax assets                                |                                            |        | 5.0     |              |  |              | 6.4   |              |  |              | 32.4    |         |  |   |         |          |   |   | 43.8    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Prepaid expenses and other                         |                                            |        | 2.3     |              |  |              | 6.7   |              |  |              | 13.9    |         |  |   | (4.6     | )        |   |   | 18.3    |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total current assets                       |        |         | 127.1        |  |              |       | 69.3         |  |              |         | 341.6   |  |   |          | (4.6     | ) |   |         | 533.4   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Net property, plant and equipment                  |                                            |        | 148.3   |              |  |              | 279.1 |              |  |              | 711.6   |         |  |   |         |          |   |   | 1,139.0 |        
|                                                  
|                                                  
|                                                  
|                                                  
|Goodwill and other assets                          |                                            |        | 1,428.4 |              |  |              | 301.3 |              |  |              | 715.3   |         |  |   | (1,306.3 | )        |   |   | 1,138.7 |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total assets                               |        | $       | 1,703.8      |  |              | $     | 649.7        |  |              | $       | 1,768.5 |  |   | $        | (1,310.9 | ) |   | $       | 2,811.1 | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|Bank borrowings                                    |                                            | $      |        |              |  | $            |      |              |  | $            | 79.6    |         |  | $ |         |          |   | $ | 79.6    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Current portion of long-term debt                  |                                            |        | 72.2    |              |  |              |      |              |  |              | 15.1    |         |  |   |         |          |   |   | 87.3    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Accounts payable and accrued liabilities           |                                            |        | 68.3    |              |  |              | 100.9 |              |  |              | 310.8   |         |  |   | (3.3     | )        |   |   | 476.7   |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total current liabilities                  |        |         | 140.5        |  |              |       | 100.9        |  |              |         | 405.5   |  |   |          | (3.3     | ) |   |         | 643.6   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Long-term debt, net of current portion             |                                            |        | 1,526.4 |              |  |              |      |              |  |              | 94.6    |         |  |   |         |          |   |   | 1,621.0 |        
|                                                  
|                                                  
|                                                  
|                                                  
|Pension and other long-term liabilities            |                                            |        | 67.0    |              |  |              | 53.1  |              |  |              | 158.2   |         |  |   |          |          |   |   | 278.3   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Deferred income taxes                              |                                            |        |        |              |  |              |      |              |  |              | 102.2   |         |  |   |         |          |   |   | 102.2   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Minority interest                                  |                                            |        |        |              |  |              |      |              |  |              | 10.6    |         |  |   |         |          |   |   | 10.6    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Parent loans                                       |                                            |        | (185.5  | )            |  |              | 310.2 |              |  |              | (120.3  | )       |  |   | (4.4     | )        |   |   |        |        
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total liabilities                          |        |         | 1,548.4      |  |              |       | 464.2        |  |              |         | 650.8   |  |   |          | (7.7     | ) |   |         | 2,655.7 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Common stock                                       |                                            |        | 0.3     |              |  |              |      |              |  |              |        |         |  |   |         |          |   |   | 0.3     |        
|                                                  
|                                                  
|                                                  
|                                                  
|Additional paid-in capital                         |                                            |        | 237.1   |              |  |              | 120.8 |              |  |              | 1,061.0 |         |  |   | (1,181.8 | )        |   |   | 237.1   |        
|                                                  
|                                                  
|                                                  
|                                                  
|Retained earnings (accumulated deficit)            |                                            |        | 16.2    |              |  |              | 64.7  |              |  |              | 155.7   |         |  |   | (220.4   | )        |   |   | 16.2    |        
|                                                  
|                                                  
|                                                  
|                                                  
|Common stock in treasury at cost, 1,901,450 shares |                                            |        | (26.3   | )            |  |              |      |              |  |              |        |         |  |   |         |          |   |   | (26.3   | )      
|                                                  
|                                                  
|                                                  
|                                                  
|Accumulated other comprehensive income (loss)      |                                            |        | (71.9   | )            |  |              |      |              |  |              | (99.0   | )       |  |   | 99.0     |          |   |   | (71.9   | )      
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total stockholders equity                 |        |         | 155.4        |  |              |       | 185.5        |  |              |         | 1,117.7 |  |   |          | (1,303.2 | ) |   |         | 155.4   | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                                   | Total liabilities and stockholders equity |        | $       | 1,703.8      |  |              | $     | 649.7        |  |              | $       | 1,768.5 |  |   | $        | (1,310.9 | ) |   | $       | 2,811.1 | 
|                                                   |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        

12



---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




(12)  Guarantor and Nonguarantor Financial
Statements  (Continued)


Condensed Consolidating Statement of Cash Flows

For the three months ended April 30, 2001


|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |       |       |  
|------------------------------------------------------ | ------------------------------------------------ | ----------------------------------------------------- | ----- | ------------ | ----- | ------------ | ----- | ------------ | ---- | ------------ | ----- | ----- | ----- | - | - | - | - | - | ----- | ----- | ----- | -
|                                                       |                                                  |                                                       |       | Guarantor    |       | Nonguarantor |       |              |      | Consolidated
|                                                       |                                                  | Parent                                                |       | Subsidiaries |       | Subsidiaries |       | Eliminations |      | Total       
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |             
|Cash flows used for operating activities               |                                                  | $                                                     | (0.2  | )            |       | $            | (38.0 | )            |      | $            | (17.2 | )     |       | $ |  |   |   | $ | (55.4 | )    
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from investing activities:                  |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Acquisition of property, plant and equipment     |                                                       |       | (0.4         | )     |              |       | (1.2         | )    |              |       | (28.3 | )     |   |   |  |   |   |       | (29.9 | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Tooling expenditures                             |                                                       |       | (0.6         | )     |              |       | (0.6         | )    |              |       |      |       |   |   |  |   |   |       | (1.2  | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other, net                                       |                                                       |       | (4.1         | )     |              |       | (0.4         | )    |              |       | 3.2   |       |   |   |  |   |   |       | (1.3  | )    
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|                                                       |                                                  | Cash used for investing activities                    |       |              | (5.1  | )            |       |              | (2.2 | )            |       |       | (25.1 | ) |   |   |  |   |       |       | (32.4 | )
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from financing activities:                  |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Increase in bank borrowings and revolver         |                                                       |       | 67.3         |       |              |       |             |      |              |       | 5.8   |       |   |   |  |   |   |       | 73.1  |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from accounts receivable securitization |                                                       |       | 47.6         |       |              |       |             |      |              |       |      |       |   |   |  |   |   |       | 47.6  |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Financing fees                                   |                                                       |       | (2.3         | )     |              |       |             |      |              |       |      |       |   |   |  |   |   |       | (2.3  | )    
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|                                                       |                                                  | Cash provided by financing activities                 |       |              | 112.6 |              |       |              |     |              |       |       | 5.8   |   |   |   |  |   |       |       | 118.4 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Increase (decrease) in parent loans and advances       |                                                  |                                                       | (85.2 | )            |       |              | 40.1  |              |      |              | 45.1  |       |       |   |  |   |   |   |      |      
|                                                      
|                                                      
|                                                      
|                                                      
|Effect of exchange rates of cash and cash
	equivalents |                                                  |                                                       |      |              |       |              |      |              |      |              | (1.7  | )     |       |   |  |   |   |   | (1.7  | )    
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|                                                       |                                                  | Net increase (decrease) in cash and cash
	equivalents |       |              | 22.1  |              |       |              | (0.1 | )            |       |       | 6.9   |   |   |   |  |   |       |       | 28.9  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents at beginning of period       |                                                  |                                                       | (19.3 | )            |       |              | 0.3   |              |      |              | 19.0  |       |       |   |  |   |   |   |      |      
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      
|Cash and cash equivalents at end of period             |                                                  | $                                                     | 2.8   |              |       | $            | 0.2   |              |      | $            | 25.9  |       |       | $ |  |   |   | $ | 28.9  |      
|                                                       |                                                  |                                                       |       |              |       |              |       |              |      |              |       |       |       |   |   |   |   |   |       |      

13



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three Months Ended April 30, 2001 and 2000


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




(12)  Guarantor and Nonguarantor Financial
Statements  (Continued)


Condensed Consolidating Statement of Cash Flows

For the three months ended April 30, 2000


|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |       |       |  
|------------------------------------------------------ | ------------------------------------------------ | ----------------------------------------------------- | ------ | ------------ | ----- | ------------ | ----- | ------------ | ---- | ------------ | ----- | ----- | ---- | - | - | - | - | - | ------ | ----- | ----- | -
|                                                       |                                                  |                                                       |        | Guarantor    |       | Nonguarantor |       |              |      | Consolidated
|                                                       |                                                  | Parent                                                |        | Subsidiaries |       | Subsidiaries |       | Eliminations |      | Total       
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |             
|Cash flows used for operating activities               |                                                  | $                                                     | (19.6  | )            |       | $            | (71.6 | )            |      | $            | (27.5 | )     |      | $ |  |   |   | $ | (118.7 | )    
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from investing activities:                  |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Acquisition of property, plant and equipment     |                                                       |        | (14.7        | )     |              |       | (5.8         | )    |              |       | (21.4 | )    |   |   |  |   |   |        | (41.9 | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Tooling expenditures                             |                                                       |        |             |       |              |       |             |      |              |       |      |      |   |   |  |   |   |        |      |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other, net                                       |                                                       |        | (13.7        | )     |              |       | (0.3         | )    |              |       | 18.6  |      |   |   |  |   |   |        | 4.6   |      
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|                                                       |                                                  | Cash used for investing activities                    |        |              | (28.4 | )            |       |              | (6.1 | )            |       |       | (2.8 | ) |   |   |  |   |        |       | (37.3 | )
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from financing activities:                  |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Increase in bank borrowings and revolver         |                                                       |        | 137.5        |       |              |       |             |      |              |       | 22.4  |      |   |   |  |   |   |        | 159.9 |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from accounts receivable securitization |                                                       |        | 12.0         |       |              |       |             |      |              |       |      |      |   |   |  |   |   |        | 12.0  |      
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|                                                       |                                                  | Cash provided by financing activities                 |        |              | 149.5 |              |       |              |     |              |       |       | 22.4 |   |   |   |  |   |        |       | 171.9 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Increase (decrease) in parent loans and advances       |                                                  |                                                       | (110.6 | )            |       |              | 77.8  |              |      |              | 32.8  |       |      |   |  |   |   |   |       |      
|                                                      
|                                                      
|                                                      
|                                                      
|Effect of exchange rates of cash and cash
	equivalents |                                                  |                                                       |       |              |       |              |      |              |      |              | (1.4  | )     |      |   |  |   |   |   | (1.4   | )    
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|                                                       |                                                  | Net increase (decrease) in cash and cash
	equivalents |        |              | (9.1  | )            |       |              | 0.1  |              |       |       | 23.5 |   |   |   |  |   |        |       | 14.5  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents at beginning of period       |                                                  |                                                       | 6.8    |              |       |              | 0.1   |              |      |              | 19.0  |       |      |   |  |   |   |   | 25.9   |      
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      
|Cash and cash equivalents at end of period             |                                                  | $                                                     | (2.3   | )            |       | $            | 0.2   |              |      | $            | 42.5  |       |      | $ |  |   |   | $ | 40.4   |      
|                                                       |                                                  |                                                       |        |              |       |              |       |              |      |              |       |       |      |   |   |   |   |   |        |      

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Item 2.  Managements Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations

Three Months Ended April 30, 2001 Compared to Three
Months Ended April 30, 2000

The Companys net sales for the first quarter of fiscal
2001 were $541.4 million, a decrease of 9.0% as compared to net
sales of $594.8 million for the first quarter of fiscal
2000. The decrease in sales was primarily due to lower light
vehicle and heavy truck production in North America, which was
partially offset by higher volumes in the European Wheel Group.
In addition, lower sales resulted from the Euro weakening
against the Dollar by approximately 7.0% in the first quarter of
fiscal 2001 as compared to the first quarter of fiscal 2000.

The Companys gross profit margin for the first quarter of
fiscal 2001 decreased to $71.9 million or 13.3% of net
sales as compared to $101.9 million or 17.1% of net sales
for the first quarter of fiscal 2000. The decrease in gross
profit margin as a percent of sales principally reflects lower
light vehicle and heavy truck production in North America and
higher energy costs.

Marketing, general and administrative expenses increased to
$25.1 million or 4.6% of net sales for the first quarter of
fiscal 2001 from $24.5 million or 4.1% of net sales for the
first quarter of fiscal 2000. The increase as a percent of
sales, principally reflects lower sales volumes in the first
quarter of fiscal 2001 compared to the same period in fiscal
2000.

Engineering and product development expenses were
$5.9 million or 1.1% of net sales for the first quarter of
fiscal 2001 as compared to $6.2 million or 1.0% of net
sales for the first quarter of fiscal 2000 reflecting the timing
of recovery of costs from customers.

Other income was $0.2 million for the first fiscal quarter
of 2001 compared to $2.4 million in the first quarter of
fiscal 2000. In the first quarter of fiscal 2000, the European
Wheel Group realized certain rebates and tooling sales not
realized in the current period.

Equity in losses (earnings) of unconsolidated subsidiaries
decreased $1.5 million to $0.4 million of losses for
the first quarter of fiscal 2001 as compared to
$1.1 million of earnings for the same period in fiscal
2000. This decrease reflects market conditions impacting the
Companys Mexico joint venture and reduced sales volume and
profit associated with the Companys interest in
Reynolds-Lemmerz Industries, Canada.

Interest expense was $45.6 million for the first quarter of
fiscal 2001 compared to $38.8 million for the first quarter
of fiscal 2000. This increase reflects higher outstanding
borrowings and increased interest rates.

Financial Condition, Liquidity and Capital Resources

The Companys operations used $55.4 million in cash in
the first quarter of fiscal 2001 compared to a use of
$118.7 million in the first quarter of fiscal 2000. This
improvement principally reflects lower inventory levels and
supplier payments consistent with lower sales volumes.

Capital expenditures for the first quarter of fiscal 2001 were
$29.9 million. These expenditures were primarily for additional
machinery and equipment to improve productivity and reduce
costs, to meet demand for new vehicle platforms and to meet
expected requirements for the Companys products. The
Company anticipates capital expenditures for fiscal 2001 will be
approximately $125.0 million relating primarily to new
vehicle platforms, and maintenance and cost reduction programs.

On February 3, 1999, the Company entered into a third
amended and restated credit agreement (the Credit
Agreement). Pursuant to the Credit Agreement, a syndicate
of lenders agreed to lend to the Company up to $450 million
in the form of a senior secured term loan facility and up to
$650 million in the form of a senior secured revolving
credit facility. Such term loan and revolving facilities are
guaranteed by the Company and all of its existing and future
material domestic subsidiaries. Such term loan and revolving
facilities are secured by a first priority lien in substantially
all of the properties and assets of the Company and its material
domestic subsidiaries, now owned or acquired later, including a
pledge of all of the shares of certain of the Companys
existing and future domestic subsidiaries and 65% of the shares
of certain of the Companys existing and future foreign
subsidiaries. As of April 30, 2001 there was
$362.3 million outstanding under the

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On July 12, 2000, the Company entered into a first
amendment to the Credit Agreement. Pursuant to such first
amendment, the Company was permitted to repurchase shares of its
common stock and the limitation on capital expenditures was
deleted. The changes in the first amendment have been superseded
by subsequent amendments to the Credit Agreement. On
December 8, 2000, the Company entered into a second
amendment to the Credit Agreement. Pursuant to such second
amendment, financial covenants regarding the leverage ratio, the
interest coverage ratio and the fixed charge coverage ratio were
modified and a financial covenant regarding the senior leverage
ratio was added. In addition, an annual limit on capital
expenditures was added, the stock repurchase authority was
deleted, a cumulative limit on acquisitions was deleted and the
interest rate was increased based on changes in the leverage
ratio. On March 9, 2001, the Company entered into a third
amendment to the Credit Agreement. Pursuant to such third
amendment, financial covenants regarding the leverage ratio were
amended and the interest rate was increased based on changes in
the leverage ratio. On April 20, 2001, the Company entered
into a fourth amendment to the Credit Agreement. Pursuant to
such fourth amendment, financial covenants regarding the
leverage ratio, the interest coverage ratio, the fixed charge
coverage ratio and the senior leverage ratio were amended. In
addition, certain limits on indebtedness under the revolving
credit facility were deleted, the covenant on use of proceeds
from asset sales was amended, the capital expenditure limits
were amended and monthly reporting was added.

In April 1998, the Company entered into a three-year trade
securitization agreement pursuant to which the Company and
certain of its subsidiaries sold, and continued to sell on an
ongoing basis, a portion of their accounts receivables to a
special purpose entity (Funding Co.), which is
wholly owned by the Company. Accordingly, the Company and such
subsidiaries, irrevocably and without recourse, transferred and
continued to transfer substantially all of their U.S. dollar
denominated trade accounts receivable to Funding Co. Funding Co.
then sold and continued to sell such trade accounts receivable
to an independent issuer of receivable-backed commercial paper.
The Company has collection and administrative responsibilities
with respect to all the receivables which are sold. Receivables
sold at April 30, 2001 total $119.2 million.

This trade securitization agreement expired on May 1, 2001.
At that time, the Company financed the amount of receivables
sold totaling $119.2 million with its revolving credit
facility. On May 10, 2001, the Company signed a commitment
letter for a replacement trade securitization program and is
currently in the process of reviewing the proposed arrangement.

At April 30, 2001, management believes that the Company was
in compliance with the various covenants under the amended
agreements pursuant to which it has borrowed or may borrow
money. Management expects that the Company will remain in
compliance with these covenants in all material respects through
the period ending April 30, 2002.

Item 3.  Quantitative and Qualitative Disclosures
about Market Risk

For the period ended April 30, 2001, the Company did not
experience any material change in market risk exposures
affecting the quantitative and qualitative disclosures as
presented in the Companys Annual Report on Form 10-K
for the year ended January 31, 2001.

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PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

|               |      |             |  | 
|-------------- | ---- | ----------- |  | 
|Exhibit Number |      | Description
|               |      |            
|               | None |             |  | 

(b)  Reports on Form 8-K



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the fiscal quarter ended April 30, 2001, the Company
	filed a Current Report on Form 8-K with the Securities and
	Exchange Commission on March 9, 2001.

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##### Table of Contents








SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |                                  
| | ---------------------------------
| | HAYES LEMMERZ INTERNATIONAL, INC.



| |     |                       
| | --- | ----------------------
| | By: | /s/ WILLIAM D. SHOVERS

| |                                                  
| | -------------------------------------------------
| |                                                  
| | William D. Shovers                               
| | Vice President  Finance, Chief Financial Officer
| | And Chief Accounting Officer                     

June 12, 2001

18