##### 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 October 31, 2000

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 December 15, 2000, 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                           
|EXHIBIT INDEX                        
|Amended & Restated Credit Agreement  
|Severance Agreement                  
|Financial Data Schedule              



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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 |      |   | 14 | 
|                             
|                             
|                             
|                             
|                              | Item 3. |                                       | Quantitative and Qualitative Disclosures about Market Risk                             |      |   | 17 | 
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION   
|                             
|                             
|                             
|                             
|                              | Item 1. |                                       | Legal Proceedings                                                                      |      |   | 18 | 
|                             
|                             
|                             
|                             
|                              | Item 2. |                                       | Changes in Securities and Use of Proceeds                                              |      |   | 18 | 
|                             
|                             
|                             
|                             
|                              | Item 3. |                                       | Defaults upon Senior Securities                                                        |      |   | 18 | 
|                             
|                             
|                             
|                             
|                              | Item 4. |                                       | Submission of Matters to a Vote of Security Holders                                    |      |   | 18 | 
|                             
|                             
|                             
|                             
|                              | Item 5. |                                       | Other Information                                                                      |      |   | 18 | 
|                             
|                             
|                             
|                             
|                              | Item 6. |                                       | Exhibits and Reports on Form 8-K                                                       |      |   | 18 | 
|                             
|                             
|                             
|                             
|SIGNATURES                    |         |                                       | 19                                                                                     |     

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 2000 MEANS THE PERIOD BEGINNING FEBRUARY 1,
2000, AND ENDING JANUARY 31, 2001). 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



Item 1.  Financial Statements

HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES






Consolidated Statements Of Operations


(Millions of dollars, except share amounts)


(Unaudited)


|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |       | 
|------------------------------------------------- | ------------------------------------------------------------ | ------------------ | ------ | ----------------- | - | ---- | ------ | ----- |  | - | ------- | ----- | - | - | ------- | ----- | 
|                                                  |                                                              |                    |        |                  
|                                                  |                                                              | Three Months Ended |        | Nine Months Ended
|                                                  |                                                              | October 31,        |        | October 31,      
|                                                  |                                                              |                    |        |                  
|                                                  |                                                              | 2000               |        | 1999              |   | 2000 |        | 1999 
|                                                  |                                                              |                    |        |                   |   |      |        |      
|Net sales                                         |                                                              | $                  | 558.3  |                   |   | $    | 598.5  |       |  | $ | 1,695.9 |       |   | $ | 1,730.8 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Cost of goods sold                                |                                                              |                    | 485.1  |                   |   |      | 493.1  |       |  |   | 1,436.4 |       |   |   | 1,425.2 |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                  | Gross profit                                                 |                    |        | 73.2              |   |      |        | 105.4 |  |   |         | 259.5 |   |   |         | 305.6 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Marketing, general and administration             |                                                              |                    | 28.3   |                   |   |      | 21.8   |       |  |   | 76.8    |       |   |   | 70.7    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Engineering and product development               |                                                              |                    | 3.6    |                   |   |      | 4.4    |       |  |   | 13.0    |       |   |   | 15.6    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of intangibles                       |                                                              |                    | 7.0    |                   |   |      | 8.2    |       |  |   | 21.3    |       |   |   | 22.0    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Other (income) expense                            |                                                              |                    | 73.6   |                   |   |      | (2.0   | )     |  |   | 68.7    |       |   |   | (6.8    | )    
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in earnings of unconsolidated subsidiaries |                                                              |                    | (0.2   | )                 |   |      | (0.3   | )     |  |   | (0.7    | )     |   |   | (0.6    | )    
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                  | Earnings (loss) from operations                              |                    |        | (39.1             | ) |      |        | 73.3  |  |   |         | 80.4  |   |   |         | 204.7 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense, net                             |                                                              |                    | 41.6   |                   |   |      | 37.5   |       |  |   | 120.4   |       |   |   | 115.5   |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                  | Earnings (loss) before taxes on income and minority interest |                    |        | (80.7             | ) |      |        | 35.8  |  |   |         | (40.0 | ) |   |         | 89.2  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax (benefit) provision                    |                                                              |                    | (33.9  | )                 |   |      | 15.5   |       |  |   | (16.8   | )     |   |   | 38.4    |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                  | Earnings (loss) before minority interest                     |                    |        | (46.8             | ) |      |        | 20.3  |  |   |         | (23.2 | ) |   |         | 50.8  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |                                                              |                    | 0.7    |                   |   |      | 0.4    |       |  |   | 2.1     |       |   |   | 1.3     |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                  | Net income (loss)                                            |                    | $      | (47.5             | ) |      | $      | 19.9  |  |   | $       | (25.3 | ) |   | $       | 49.5  | 
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|Per share information:                            |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|                                                 
|                                                 
|                                                 
|                                                 
|Basic net income (loss) per share                 |                                                              | $                  | (1.63  | )                 |   | $    | 0.66   |       |  | $ | (0.85   | )     |   | $ | 1.63    |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|Basic average shares outstanding (in thousands)   |                                                              |                    | 29,189 |                   |   |      | 30,337 |       |  |   | 29,965  |       |   |   | 30,333  |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|Diluted net income (loss) per share               |                                                              | $                  | (1.62  | )                 |   | $    | 0.63   |       |  | $ | (0.84   | )     |   | $ | 1.55    |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      
|Diluted average shares outstanding (in thousands) |                                                              |                    | 29,237 |                   |   |      | 31,678 |       |  |   | 30,089  |       |   |   | 31,880  |      
|                                                  |                                                              |                    |        |                   |   |      |        |       |  |   |         |       |   |   |         |      

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)


|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |       |         | 
|--------------------------------------- | -------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ------- | ----------- | ------- |  | ------- | ----- | ------- | 
|                                        |                                                                                                          | October 31,                                                                                                                        |         | January 31,
|                                        |                                                                                                          | 2000                                                                                                                               |         | 2000       
|                                        |                                                                                                          |                                                                                                                                    |         |            
|                                        |                                                                                                          | (Unaudited)                                                                                                                        |         |            
|                                       
|                                       
|                                       
|                                       
|Assets                                  |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|Current assets:                         |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|                                        | Cash and cash equivalents                                                                                |                                                                                                                                    | $       | 23.6        |         |  | $       | 25.9  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Receivables (less allowance of $8.0 million at
	October  31, 2000 and $6.3 million at January 31,
	2000) |                                                                                                                                    |         | 240.5       |         |  |         | 188.7 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Inventory                                                                                                |                                                                                                                                    |         | 201.2       |         |  |         | 175.6 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Prepaid expenses and other                                                                               |                                                                                                                                    |         | 16.9        |         |  |         | 9.4   |        
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total current assets                                                                                                               |         |             | 482.2   |  |         |       | 399.6   | 
|                                       
|                                       
|                                       
|                                       
|Property, plant and equipment, net      |                                                                                                          |                                                                                                                                    | 1,108.6 |             |         |  | 1,178.4 |      
|                                       
|                                       
|                                       
|                                       
|Goodwill and other assets               |                                                                                                          |                                                                                                                                    | 1,183.1 |             |         |  | 1,198.8 |      
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total assets                                                                                                                       |         | $           | 2,773.9 |  |         | $     | 2,776.8 | 
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|Liabilities and Stockholders Equity    |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|Current liabilities:                    |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                       
|                                       
|                                       
|                                       
|                                        | Bank borrowings                                                                                          |                                                                                                                                    | $       | 85.4        |         |  | $       | 73.6  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Current portion of long-term debt                                                                        |                                                                                                                                    |         | 72.5        |         |  |         | 69.6  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts payable and accrued liabilities                                                                 |                                                                                                                                    |         | 446.6       |         |  |         | 583.9 |        
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total current liabilities                                                                                                          |         |             | 604.5   |  |         |       | 727.1   | 
|                                       
|                                       
|                                       
|                                       
|Long-term debt                          |                                                                                                          |                                                                                                                                    | 1,600.9 |             |         |  | 1,384.6 |      
|                                       
|                                       
|                                       
|                                       
|Pension and other long-term liabilities |                                                                                                          |                                                                                                                                    | 290.3   |             |         |  | 316.3   |      
|                                       
|                                       
|                                       
|                                       
|Deferred income taxes                   |                                                                                                          |                                                                                                                                    | 94.4    |             |         |  | 115.6   |      
|                                       
|                                       
|                                       
|                                       
|Minority interest                       |                                                                                                          |                                                                                                                                    | 10.1    |             |         |  | 14.3    |      
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total liabilities                                                                                                                  |         |             | 2,600.2 |  |         |       | 2,557.9 | 
|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 October 31, 2000 and 27,705,019
	at January 31, 2000 |         |             | 0.3     |  |         |       | 0.3     | 
|                                       
|                                       
|                                       
|                                       
|                                        |                                                                                                          | Nonvoting  authorized 5,000,000 shares; issued and
	outstanding, 2,649,026 at October 31, 2000 and
	January 31, 2000              |         |             |        |  |         |       |        | 
|                                       
|                                       
|                                       
|                                       
|                                        | Additional paid in capital                                                                               |                                                                                                                                    |         | 237.1       |         |  |         | 237.1 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Retained earnings                                                                                        |                                                                                                                                    |         | 32.7        |         |  |         | 58.0  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Common Stock in treasury at cost, 1,901,450 shares                                                       |                                                                                                                                    |         | (26.3       | )       |  |         |      |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accumulated other comprehensive loss                                                                     |                                                                                                                                    |         | (70.1       | )       |  |         | (76.5 | )      
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total stockholders equity                                                                                                         |         |             | 173.7   |  |         |       | 218.9   | 
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      
|                                        |                                                                                                          | Total liabilities and stockholders equity                                                                                         |         | $           | 2,773.9 |  |         | $     | 2,776.8 | 
|                                        |                                                                                                          |                                                                                                                                    |         |             |         |  |         |      



| |                                                             
| | ------------------------------------------------------------
| | 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)


|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |        |        |        |  
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | -
|                                                                                                     |                                                                                   |                                                 
|                                                                                                     |                                                                                   | Nine Months Ended                               
|                                                                                                     |                                                                                   | October 31,                                     
|                                                                                                     |                                                                                   |                                                 
|                                                                                                     |                                                                                   | 2000                                             |                                       | 1999  
|                                                                                                     |                                                                                   |                                                  |                                       |       
|Cash flows from operating activities:                                                                |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Net income (loss)                                                                                    |                                                                                   | $                                                | (25.3                                 | )      |        | $      | 49.5 |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Adjustments to reconcile net income (loss) to net cash
	provided by (used for) operating activities: |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Depreciation and tooling amortization                                             |                                                  |                                       | 90.8   |        |        |      | 79.8   |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Amortization of intangibles                                                       |                                                  |                                       | 21.3   |        |        |      | 22.0   |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Amortization of deferred financing fees                                           |                                                  |                                       | 4.8    |        |        |      | 4.9    |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Decrease in deferred taxes                                                        |                                                  |                                       | (14.4  | )      |        |      | (2.0   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Increase in minority interest                                                     |                                                  |                                       | 3.9    |        |        |      | 1.3    |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Impairment of long-lived assets and restructuring charges                         |                                                  |                                       | 75.6   |        |        |      |       |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Equity in earnings of subsidiaries                                                |                                                  |                                       | (0.7   | )      |        |      | (0.6   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Gain on disposal of assets/business                                               |                                                  |                                       |       |        |        |      | (8.0   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Changes in operating assets and liabilities that increase
	(decrease) cash flows: |                                                  |                                       |        |        |        |      |        |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     |                                                                                   | Receivables                                      |                                       |        | (49.9  | )      |      |        | (112.8 | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     |                                                                                   | Inventories                                      |                                       |        | (31.1  | )      |      |        | (0.6   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     |                                                                                   | Prepaid expenses and other                       |                                       |        | (7.9   | )      |      |        | 3.2    |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     |                                                                                   | Accounts payable and accrued liabilities         |                                       |        | (116.1 | )      |      |        | 6.1    |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     |                                                                                   | Other long-term liabilities                      |                                       |        | (9.5   | )      |      |        | (6.2   | )     
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                     |                                                                                   | Cash provided by (used for) operating activities |                                       |        | (58.5  | )      |      |        | 36.6   |       
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|Cash flows from investing activities:                                                                |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Acquisition of property, plant and equipment                                      |                                                  |                                       | (123.8 | )      |        |      | (136.1 | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Tooling expenditures                                                              |                                                  |                                       | (1.9   | )      |        |      | (9.2   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Purchase of businesses, net of cash received                                      |                                                  |                                       | (6.4   | )      |        |      | (630.1 | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Increased investment in majority-owned subsidiary                                 |                                                  |                                       | (7.3   | )      |        |      |       |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Proceeds from disposal of assets/business                                         |                                                  |                                       |       |        |        |      | 40.0   |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Other, net                                                                        |                                                  |                                       | (15.6  | )      |        |      | (13.6  | )     
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                     |                                                                                   |                                                  | Cash used for investing activities    |        |        | (155.0 | )    |        |        | (749.0 | )
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|Cash flows from financing activities:                                                                |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Increase in bank borrowings and revolver                                          |                                                  |                                       | 250.7  |        |        |      | 630.3  |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Proceeds (payments) from accounts receivable securitization                       |                                                  |                                       | (17.2  | )      |        |      | 99.4   |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Purchase of treasury stock                                                        |                                                  |                                       | (26.3  | )      |        |      |       |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Stock options exercised                                                           |                                                  |                                       |       |        |        |      | 0.2    |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Fees paid to issue long term debt                                                 |                                                  |                                       |       |        |        |      | (15.2  | )     
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                     |                                                                                   |                                                  | Cash provided by financing activities |        |        | 207.2  |      |        |        | 714.7  |  
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|Effect of exchange rate changes on cash and cash equivalents                                         |                                                                                   |                                                  | 4.0                                   |        |        |        | (3.0 | )     
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                     | Decrease in cash and cash equivalents                                             |                                                  |                                       | (2.3   | )      |        |      | (0.7   | )     
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Cash and cash equivalents at beginning of year                                                       |                                                                                   |                                                  | 25.9                                  |        |        |        | 51.3 |       
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|Cash and cash equivalents at end of period                                                           |                                                                                   | $                                                | 23.6                                  |        |        | $      | 50.6 |       
|                                                                                                     |                                                                                   |                                                  |                                       |        |        |        |      |       
|Supplemental data:                                                                                   |                                                                                   |                                                  |                                       |        |        |        |      |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Cash paid for interest                                                            |                                                  | $                                     | 110.5  |        |        | $    | 83.9   |       
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Cash paid for income taxes                                                        |                                                  | $                                     | 10.9   |        |        | $    | 12.5   |       

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 and Nine Months Ended October 31, 2000 and 1999


(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 October 31, 2000, and January 31, 2000,
and the results of its operations for the three and nine months
ended October 31, 2000, and 1999 and cash flows for the
nine months ended October 31, 2000, and 1999. 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, 2000. Results for
interim periods are not necessarily indicative of those to be
expected for the year.

(2)  Summary of New Accounting Pronouncements

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, 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 will adopt this standard in its
fiscal year 2001 and does not, at this time, anticipate a
material impact on the Companys financial position or
results of operations when adopted.

(3)  Inventories

The major classes of inventory are as follows:

|                |       |             |      |             |  |   |      |       | 
|--------------- | ----- | ----------- | ---- | ----------- |  | - | ---- | ----- | 
|                |       | October 31, |      | January 31,
|                |       | 2000        |      | 2000       
|                |       |             |      |            
|Raw Materials   |       | $           | 68.4 |             |  | $ | 62.3 |      
|               
|               
|               
|               
|Work-in-process |       |             | 60.4 |             |  |   | 55.9 |      
|               
|               
|               
|               
|Finished goods  |       |             | 72.4 |             |  |   | 57.4 |      
|                |       |             |      |             |  |   |      |      
|                | Total |             | $    | 201.2       |  |   | $    | 175.6 | 
|                |       |             |      |             |  |   |      |      

6



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(4)  Property, plant and equipment

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

|                         |                                   |             |         |             |  |   |         |         | 
|------------------------ | --------------------------------- | ----------- | ------- | ----------- |  | - | ------- | ------- | 
|                         |                                   | October 31, |         | January 31,
|                         |                                   | 2000        |         | 2000       
|                         |                                   |             |         |            
|Land                     |                                   | $           | 29.8    |             |  | $ | 30.1    |        
|                        
|                        
|                        
|                        
|Buildings                |                                   |             | 260.3   |             |  |   | 265.5   |        
|                        
|                        
|                        
|                        
|Machinery and equipment  |                                   |             | 1,117.6 |             |  |   | 1,151.6 |        
|                         |                                   |             |         |             |  |   |         |        
|                         |                                   |             | 1,407.7 |             |  |   | 1,447.2 |        
|                        
|                        
|                        
|                        
|Accumulated depreciation |                                   |             | (299.1  | )           |  |   | (268.8  | )      
|                         |                                   |             |         |             |  |   |         |        
|                         | Net property, plant and equipment |             | $       | 1,108.6     |  |   | $       | 1,178.4 | 
|                         |                                   |             |         |             |  |   |         |        

(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 and nine months ended
October 31, 2000 and 1999, were as follows:

|                                          |                                             |              |        |             |  |      |        |        |  |  |        |        |  |  |        |        | 
|----------------------------------------- | ------------------------------------------- | ------------ | ------ | ----------- |  | ---- | ------ | ------ |  |  | ------ | ------ |  |  | ------ | ------ | 
|                                          |                                             |              |        |            
|                                          |                                             | Three Months |        | Nine Months
|                                          |                                             | Ended        |        | Ended      
|                                          |                                             |              |        |            
|                                          |                                             | 2000         |        | 1999        |  | 2000 |        | 1999  
|                                          |                                             |              |        |             |  |      |        |       
|Basic weighted average shares outstanding |                                             |              | 29,189 |             |  |      | 30,337 |        |  |  | 29,965 |        |  |  | 30,333 |       
|                                         
|                                         
|                                         
|                                         
|Dilutive effect of options and warrants   |                                             |              | 48     |             |  |      | 1,341  |        |  |  | 124    |        |  |  | 1,547  |       
|                                          |                                             |              |        |             |  |      |        |        |  |  |        |        |  |  |        |       
|                                          | Diluted weighted average shares outstanding |              |        | 29,237      |  |      |        | 31,678 |  |  |        | 30,089 |  |  |        | 31,880 | 
|                                          |                                             |              |        |             |  |      |        |        |  |  |        |        |  |  |        |       

(6)  Comprehensive Income (Loss)

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.

The components of comprehensive income (loss) for the nine
months ended October 31, 2000 and 1999 are as follows:

|                                   |                                   |          |       |          |   |   |       |     | 
|---------------------------------- | --------------------------------- | -------- | ----- | -------- | - | - | ----- | --- | 
|                                   |                                   | Oct. 31, |       | Oct. 31,
|                                   |                                   | 2000     |       | 1999    
|                                   |                                   |          |       |         
|Net Income (loss)                  |                                   | $        | (25.3 | )        |   | $ | 49.5  |    
|                                  
|                                  
|                                  
|                                  
|Cumulative translation adjustments |                                   |          | 6.4   |          |   |   | (48.6 | )  
|                                   |                                   |          |       |          |   |   |       |    
|                                   | Total comprehensive income (loss) |          | $     | (18.9    | ) |   | $     | 0.9 | 
|                                   |                                   |          |       |          |   |   |       |    

(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 operations or financial
condition of the Company.

7



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


(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 nine months ended
October 31:

|                  |       |         |         |                   |  |              |         |         |  |      |       |       |   |   |      |      |  |   |         |         |  |   |         |         | 
|----------------- | ----- | ------- | ------- | ----------------- |  | ------------ | ------- | ------- |  | ---- | ----- | ----- | - | - | ---- | ---- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                  |       |         |         |                   |  |             
|                  |       | Revenue |         | Net Income (Loss) |  | Total Assets
|                  |       |         |         |                   |  |             
|                  |       | 2000    |         | 1999              |  | 2000         |         | 1999    |  | 2000 |       | 1999 
|                  |       |         |         |                   |  |              |         |         |  |      |       |      
|Automotive Wheels |       | $       | 1,057.5 |                   |  | $            | 1,012.6 |         |  | $    | 9.8   |       |   | $ | 32.9 |      |  | $ | 1,445.2 |         |  | $ | 1,553.9 |        
|                 
|                 
|                 
|                 
|Cast Components   |       |         | 505.1   |                   |  |              | 539.4   |         |  |      | (1.0  | )     |   |   | 11.2 |      |  |   | 966.4   |         |  |   | 950.3   |        
|                 
|                 
|                 
|                 
|Other             |       |         | 133.3   |                   |  |              | 178.8   |         |  |      | (34.1 | )     |   |   | 5.4  |      |  |   | 362.3   |         |  |   | 327.8   |        
|                  |       |         |         |                   |  |              |         |         |  |      |       |       |   |   |      |      |  |   |         |         |  |   |         |        
|                  | Total |         | $       | 1,695.9           |  |              | $       | 1,730.8 |  |      | $     | (25.3 | ) |   | $    | 49.5 |  |   | $       | 2,773.9 |  |   | $       | 2,832.0 | 
|                  |       |         |         |                   |  |              |         |         |  |      |       |       |   |   |      |      |  |   |         |         |  |   |         |        

(9)  Reclassifications

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

(10)  Guarantor and Nonguarantor Financial Statements

The Companys 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
	October 31, 2000, and January 31, 2000, and for the
	nine-month periods ended October 31, 2000, and 1999, 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 the guarantor and
	nonguarantor subsidiaries.                                                                                                                                                                                           

Investments in foreign subsidiaries are accounted for by the
parent on the equity method (domestic subsidiaries are accounted
for by the parent on the cost method) for purposes of the
consolidating presentation. The principal elimination entries
eliminate investments in subsidiaries and intercompany balances
and transactions.

8



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Statements of Operations

For the Nine Months Ended October 31, 2000


|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |       |       |  
|-------------------------------------------------------------- | ------------------------------- | ---------------------------------------- | ----- | ------------ | --- | ------------ | ----- | ------------ | ----- | ------------ | ----- | ----- | ---- | - | ----- | - | - | - | ------- | ----- | ----- | -
|                                                               |                                 |                                          |       | Guarantor    |     | Nonguarantor |       |              |       | Consolidated
|                                                               |                                 | Parent                                   |       | Subsidiaries |     | Subsidiaries |       | Eliminations |       | Total       
|                                                               |                                 |                                          |       |              |     |              |       |              |       |             
|Net sales                                                      |                                 | $                                        | 248.4 |              |     | $            | 515.8 |              |       | $            | 948.4 |       |      | $ | (16.7 | ) |   | $ | 1,695.9 |      
|                                                              
|                                                              
|                                                              
|                                                              
|Cost of goods sold                                             |                                 |                                          | 205.0 |              |     |              | 455.0 |              |       |              | 793.1 |       |      |   | (16.7 | ) |   |   | 1,436.4 |      
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      
|                                                               | Gross profit                    |                                          |       | 43.4         |     |              |       | 60.8         |       |              |       | 155.3 |      |   |       |  |   |   |         | 259.5 |      
|                                                              
|                                                              
|                                                              
|                                                              
|Marketing, general and Administration                          |                                 |                                          | 8.9   |              |     |              | 18.9  |              |       |              | 49.0  |       |      |   |      |   |   |   | 76.8    |      
|                                                              
|                                                              
|                                                              
|                                                              
|Engineering and product development                            |                                 |                                          | 1.2   |              |     |              | 5.8   |              |       |              | 6.0   |       |      |   |      |   |   |   | 13.0    |      
|                                                              
|                                                              
|                                                              
|                                                              
|Amortization of intangibles                                    |                                 |                                          | 0.8   |              |     |              | 6.1   |              |       |              | 14.4  |       |      |   |      |   |   |   | 21.3    |      
|                                                              
|                                                              
|                                                              
|                                                              
|Equity in earnings of unconsolidated subsidiaries              |                                 |                                          | (0.4  | )            |     |              | (0.3  | )            |       |              |      |       |      |   |      |   |   |   | (0.7    | )    
|                                                              
|                                                              
|                                                              
|                                                              
|Other income (expense), net                                    |                                 |                                          | 2.0   |              |     |              | 57.2  |              |       |              | 9.5   |       |      |   |      |   |   |   | 68.7    |      
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      
|                                                               | Earnings (loss) from operations |                                          |       | 30.9         |     |              |       | (26.9        | )     |              |       | 76.4  |      |   |       |  |   |   |         | 80.4  |      
|                                                              
|                                                              
|                                                              
|                                                              
|Interest expense, net                                          |                                 |                                          | 21.8  |              |     |              | 42.6  |              |       |              | 56.0  |       |      |   |      |   |   |   | 120.4   |      
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      
|Earnings (loss) before taxes on income, and minority
	interest |                                 |                                          | 9.1   |              |     |              | (69.5 | )            |       |              | 20.4  |       |      |   |      |   |   |   | (40.0   | )    
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax (benefit) provision                                 |                                 |                                          | (0.1  | )            |     |              | (25.1 | )            |       |              | 8.4   |       |      |   |      |   |   |   | (16.8   | )    
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      
|                                                               |                                 | Earnings (loss) before minority interest |       |              | 9.2 |              |       |              | (44.4 | )            |       |       | 12.0 |   |       |   |  |   |         |       | (23.2 | )
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest                                              |                                 |                                          |      |              |     |              |      |              |       |              | 2.1   |       |      |   |      |   |   |   | 2.1     |      
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      
|Net income (loss)                                              |                                 | $                                        | 9.2   |              |     | $            | (44.4 | )            |       | $            | 9.9   |       |      | $ |      |   |   | $ | (25.3   | )    
|                                                               |                                 |                                          |       |              |     |              |       |              |       |              |       |       |      |   |       |   |   |   |         |      

Condensed Consolidating Statements of Operations

For the Nine Months Ended October 31, 1999


|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |       |      | 
|------------------------------------------------- | ------------------------------------------------------ | --------------------------------- | ----- | ------------ | --- | ------------ | ----- | ------------ | ---- | ------------ | ----- | ----- | ---- | - | ---- | - | - | - | ------- | ----- | ---- | 
|                                                  |                                                        |                                   |       | Guarantor    |     | Nonguarantor |       |              |      | Consolidated
|                                                  |                                                        | Parent                            |       | Subsidiaries |     | Subsidiaries |       | Eliminations |      | Total       
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |             
|Net sales                                         |                                                        | $                                 | 261.6 |              |     | $            | 555.1 |              |      | $            | 916.5 |       |      | $ | (2.4 | ) |   | $ | 1,730.8 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Cost of goods sold                                |                                                        |                                   | 220.4 |              |     |              | 465.5 |              |      |              | 741.7 |       |      |   | (2.4 | ) |   |   | 1,425.2 |      
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      
|                                                  | Gross profit                                           |                                   |       | 41.2         |     |              |       | 89.6         |      |              |       | 174.8 |      |   |      |  |   |   |         | 305.6 |     
|                                                 
|                                                 
|                                                 
|                                                 
|Marketing, general and Administration             |                                                        |                                   | 4.0   |              |     |              | 17.5  |              |      |              | 49.2  |       |      |   |     |   |   |   | 70.7    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Engineering and product development               |                                                        |                                   | 3.3   |              |     |              | 5.0   |              |      |              | 7.3   |       |      |   |     |   |   |   | 15.6    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of intangibles                       |                                                        |                                   | 1.1   |              |     |              | 6.1   |              |      |              | 14.8  |       |      |   |     |   |   |   | 22.0    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in earnings of unconsolidated subsidiaries |                                                        |                                   | (0.3  | )            |     |              |      |              |      |              | (0.3  | )     |      |   |     |   |   |   | (0.6    | )    
|                                                 
|                                                 
|                                                 
|                                                 
|Other income, net                                 |                                                        |                                   | (3.6  | )            |     |              | (1.6  | )            |      |              | (1.6  | )     |      |   |     |   |   |   | (6.8    | )    
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      
|                                                  | Earnings from operations                               |                                   |       | 36.7         |     |              |       | 62.6         |      |              |       | 105.4 |      |   |      |  |   |   |         | 204.7 |     
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense, net                             |                                                        |                                   | 20.8  |              |     |              | 41.9  |              |      |              | 52.8  |       |      |   |     |   |   |   | 115.5   |      
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      
|                                                  | Earnings before taxes on income, and minority interest |                                   |       | 15.9         |     |              |       | 20.7         |      |              |       | 52.6  |      |   |      |  |   |   |         | 89.2  |     
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax provision                              |                                                        |                                   | 8.3   |              |     |              | 9.7   |              |      |              | 20.4  |       |      |   |     |   |   |   | 38.4    |      
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      
|                                                  |                                                        | Earnings before minority interest |       |              | 7.6 |              |       |              | 11.0 |              |       |       | 32.2 |   |      |   |  |   |         |       | 50.8 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |                                                        |                                   |      |              |     |              | 0.2   |              |      |              | 1.1   |       |      |   |     |   |   |   | 1.3     |      
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      
|Net income                                        |                                                        | $                                 | 7.6   |              |     | $            | 10.8  |              |      | $            | 31.1  |       |      | $ |     |   |   | $ | 49.5    |      
|                                                  |                                                        |                                   |       |              |     |              |       |              |      |              |       |       |      |   |      |   |   |   |         |      

9



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Balance Sheet

October 31, 2000


|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |         | 
|--------------------------------------------- | ------------------------------------------ | ------ | ------- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ------- | ------- |  | - | -------- | -------- | - | - | ------- | ------- | 
|                                              |                                            |        |         | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                              |                                            | Parent |         | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                              |                                            |        |         |              |  |              |       |              |  |             
|Cash and cash equivalents                     |                                            | $      | 7.0     |              |  | $            | 0.2   |              |  | $            | 16.4    |         |  | $ |         |          |   | $ | 23.6    |        
|                                             
|                                             
|                                             
|                                             
|Receivables                                   |                                            |        | 49.8    |              |  |              | 7.8   |              |  |              | 182.9   |         |  |   |         |          |   |   | 240.5   |        
|                                             
|                                             
|                                             
|                                             
|Inventories                                   |                                            |        | 33.9    |              |  |              | 51.9  |              |  |              | 115.4   |         |  |   |         |          |   |   | 201.2   |        
|                                             
|                                             
|                                             
|                                             
|Prepaid expenses and other                    |                                            |        | 2.9     |              |  |              | 7.4   |              |  |              | 17.3    |         |  |   | (10.7    | )        |   |   | 16.9    |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current assets                       |        |         | 93.6         |  |              |       | 67.3         |  |              |         | 332.0   |  |   |          | (10.7    | ) |   |         | 482.2   | 
|                                             
|                                             
|                                             
|                                             
|Net property, plant and equipment             |                                            |        | 155.9   |              |  |              | 279.9 |              |  |              | 672.8   |         |  |   |         |          |   |   | 1,108.6 |        
|                                             
|                                             
|                                             
|                                             
|Goodwill and other assets                     |                                            |        | 1,498.0 |              |  |              | 301.9 |              |  |              | 652.7   |         |  |   | (1,269.5 | )        |   |   | 1,183.1 |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total assets                               |        | $       | 1,747.5      |  |              | $     | 649.1        |  |              | $       | 1,657.5 |  |   | $        | (1,280.2 | ) |   | $       | 2,773.9 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|Bank borrowings                               |                                            | $      | 0.0     |              |  | $            |      |              |  | $            | 85.4    |         |  | $ |         |          |   | $ | 85.4    |        
|                                             
|                                             
|                                             
|                                             
|Current portion of long-term debt             |                                            |        | 59.3    |              |  |              |      |              |  |              | 13.2    |         |  |   |         |          |   |   | 72.5    |        
|                                             
|                                             
|                                             
|                                             
|Accounts payable and accrued liabilities      |                                            |        | 97.6    |              |  |              | 73.1  |              |  |              | 280.5   |         |  |   | (4.6     | )        |   |   | 446.6   |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current liabilities                  |        |         | 156.9        |  |              |       | 73.1         |  |              |         | 379.1   |  |   |          | (4.6     | ) |   |         | 604.5   | 
|                                             
|                                             
|                                             
|                                             
|Long-term debt, net of current portion        |                                            |        | 1,504.5 |              |  |              |      |              |  |              | 96.4    |         |  |   |         |          |   |   | 1,600.9 |        
|                                             
|                                             
|                                             
|                                             
|Deferred income taxes                         |                                            |        | 18.4    |              |  |              | 8.2   |              |  |              | 67.8    |         |  |   |         |          |   |   | 94.4    |        
|                                             
|                                             
|                                             
|                                             
|Pension and other long-term liabilities       |                                            |        | 76.8    |              |  |              | 51.8  |              |  |              | 161.7   |         |  |   |         |          |   |   | 290.3   |        
|                                             
|                                             
|                                             
|                                             
|Minority interest                             |                                            |        |        |              |  |              |      |              |  |              | 10.1    |         |  |   |         |          |   |   | 10.1    |        
|                                             
|                                             
|                                             
|                                             
|Parent loans                                  |                                            |        | (241.9  | )            |  |              | 327.0 |              |  |              | (75.6   | )       |  |   | (9.5     | )        |   |   |        |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities                          |        |         | 1,514.7      |  |              |       | 460.1        |  |              |         | 639.5   |  |   |          | (14.1    | ) |   |         | 2,600.2 | 
|                                             
|                                             
|                                             
|                                             
|Common stock                                  |                                            |        | 0.3     |              |  |              |      |              |  |              |        |         |  |   |         |          |   |   | 0.3     |        
|                                             
|                                             
|                                             
|                                             
|Additional paid-in capital                    |                                            |        | 251.9   |              |  |              | 108.7 |              |  |              | 1,012.6 |         |  |   | (1,136.1 | )        |   |   | 237.1   |        
|                                             
|                                             
|                                             
|                                             
|Retained earnings (accumulated deficit)       |                                            |        | (51.8   | )            |  |              | 80.3  |              |  |              | 134.2   |         |  |   | (130.0   | )        |   |   | 32.7    |        
|                                             
|                                             
|                                             
|                                             
|Common stock in treasury                      |                                            |        | (26.3   | )            |  |              |      |              |  |              |        |         |  |   |         |          |   |   | (26.3   | )      
|                                             
|                                             
|                                             
|                                             
|Accumulated other comprehensive income (loss) |                                            |        | 58.7    |              |  |              |      |              |  |              | (128.8  | )       |  |   |         |          |   |   | (70.1   | )      
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total stockholders equity                 |        |         | 232.8        |  |              |       | 189.0        |  |              |         | 1,018.0 |  |   |          | (1,266.1 | ) |   |         | 173.7   | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities and stockholders equity |        | $       | 1,747.5      |  |              | $     | 649.1        |  |              | $       | 1,657.5 |  |   | $        | (1,280.2 | ) |   | $       | 2,773.9 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        

10



---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Balance Sheet

January 31, 2000


|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |         | 
|--------------------------------------------- | ------------------------------------------ | ------ | ------- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ------- | ------- |  | - | -------- | -------- | - | - | ------- | ------- | 
|                                              |                                            |        |         | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                              |                                            | Parent |         | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                              |                                            |        |         |              |  |              |       |              |  |             
|Cash and cash equivalents                     |                                            | $      | 6.8     |              |  | $            | 0.1   |              |  | $            | 19.0    |         |  | $ |         |          |   | $ | 25.9    |        
|                                             
|                                             
|                                             
|                                             
|Receivables                                   |                                            |        | 34.1    |              |  |              | 4.2   |              |  |              | 150.4   |         |  |   |         |          |   |   | 188.7   |        
|                                             
|                                             
|                                             
|                                             
|Inventories                                   |                                            |        | 38.0    |              |  |              | 46.1  |              |  |              | 91.5    |         |  |   |         |          |   |   | 175.6   |        
|                                             
|                                             
|                                             
|                                             
|Prepaid expenses and other                    |                                            |        | 0.9     |              |  |              | 4.0   |              |  |              | 21.9    |         |  |   | (17.4    | )        |   |   | 9.4     |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current assets                       |        |         | 79.8         |  |              |       | 54.4         |  |              |         | 282.8   |  |   |          | (17.4    | ) |   |         | 399.6   | 
|                                             
|                                             
|                                             
|                                             
|Net property, plant and equipment             |                                            |        | 158.3   |              |  |              | 339.1 |              |  |              | 681.0   |         |  |   |         |          |   |   | 1,178.4 |        
|                                             
|                                             
|                                             
|                                             
|Goodwill and other assets                     |                                            |        | 1,464.0 |              |  |              | 304.8 |              |  |              | 694.3   |         |  |   | (1,264.3 | )        |   |   | 1,198.8 |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total assets                               |        | $       | 1,702.1      |  |              | $     | 698.3        |  |              | $       | 1,658.1 |  |   | $        | (1,281.7 | ) |   | $       | 2,776.8 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|Bank borrowings                               |                                            | $      |        |              |  | $            |      |              |  | $            | 73.6    |         |  | $ |         |          |   | $ | 73.6    |        
|                                             
|                                             
|                                             
|                                             
|Current portion of long-term debt             |                                            |        | 57.9    |              |  |              |      |              |  |              | 11.7    |         |  |   |         |          |   |   | 69.6    |        
|                                             
|                                             
|                                             
|                                             
|Accounts payable and accrued liabilities      |                                            |        | 126.9   |              |  |              | 154.1 |              |  |              | 326.1   |         |  |   | (23.2    | )        |   |   | 583.9   |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current liabilities                  |        |         | 184.8        |  |              |       | 154.1        |  |              |         | 411.4   |  |   |          | (23.2    | ) |   |         | 727.1   | 
|                                             
|                                             
|                                             
|                                             
|Long-term debt, net of current portion        |                                            |        | 1,289.2 |              |  |              |      |              |  |              | 95.4    |         |  |   |         |          |   |   | 1,384.6 |        
|                                             
|                                             
|                                             
|                                             
|Deferred income taxes                         |                                            |        | 18.5    |              |  |              | 28.5  |              |  |              | 68.6    |         |  |   |         |          |   |   | 115.6   |        
|                                             
|                                             
|                                             
|                                             
|Pension and other long-term liabilities       |                                            |        | 80.3    |              |  |              | 57.1  |              |  |              | 181.4   |         |  |   | (2.5     | )        |   |   | 316.3   |        
|                                             
|                                             
|                                             
|                                             
|Minority interest                             |                                            |        |        |              |  |              |      |              |  |              | 14.3    |         |  |   |         |          |   |   | 14.3    |        
|                                             
|                                             
|                                             
|                                             
|Parent loans                                  |                                            |        | (61.9   | )            |  |              | 225.2 |              |  |              | (166.7  | )       |  |   | 3.4      |          |   |   |        |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities                          |        |         | 1,510.9      |  |              |       | 464.9        |  |              |         | 604.4   |  |   |          | (22.3    | ) |   |         | 2,557.9 | 
|                                             
|                                             
|                                             
|                                             
|Common stock                                  |                                            |        | 0.3     |              |  |              |      |              |  |              |        |         |  |   |         |          |   |   | 0.3     |        
|                                             
|                                             
|                                             
|                                             
|Additional paid-in capital                    |                                            |        | 251.9   |              |  |              | 108.7 |              |  |              | 1,005.9 |         |  |   | (1,129.4 | )        |   |   | 237.1   |        
|                                             
|                                             
|                                             
|                                             
|Retained earnings (accumulated deficit)       |                                            |        | (61.1   | )            |  |              | 124.7 |              |  |              | 124.4   |         |  |   | (130.0   | )        |   |   | 58.0    |        
|                                             
|                                             
|                                             
|                                             
|Accumulated other comprehensive Income (loss) |                                            |        | 0.1     |              |  |              |      |              |  |              | (76.6   | )       |  |   |         |          |   |   | (76.5   | )      
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total stockholders equity                 |        |         | 191.2        |  |              |       | 233.4        |  |              |         | 1,053.7 |  |   |          | (1,259.4 | ) |   |         | 218.9   | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities and stockholders equity |        | $       | 1,702.1      |  |              | $     | 698.3        |  |              | $       | 1,658.1 |  |   | $        | (1,281.7 | ) |   | $       | 2,776.8 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        

11



---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 31, 2000


|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |        |        |  
|----------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------------------- | ------ | ------------ | ----- | ------------ | ----- | ------------ | ----- | ------------ | ---- | ----- | ------ | - | - | - | - | - | ----- | ------ | ------ | -
|                                                      |                                                             |                                                      |        | Guarantor    |       | Nonguarantor |       |              |       | Consolidated
|                                                      |                                                             | Parent                                               |        | Subsidiaries |       | Subsidiaries |       | Eliminations |       | Total       
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |             
|Cash flows provided by (used in) operating activities |                                                             | $                                                    | (0.9   | )            |       | $            | (75.0 | )            |       | $            | 17.4 |       |        | $ |  |   |   | $ | (58.5 | )     
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from investing activities:                 |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of property, plant and equipment                |                                                      |        | (8.5         | )     |              |       | (18.3        | )     |              |      | (97.0 | )      |   |   |  |   |   |       | (123.8 | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of tooling                                      |                                                      |        |             |       |              |       |             |       |              |      | (1.9  | )      |   |   |  |   |   |       | (1.9   | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Purchase of businesses, net of cash                         |                                                      |        |             |       |              |       |             |       |              |      | (6.4  | )      |   |   |  |   |   |       | (6.4   | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Increased investment in majority-owned subsidiary           |                                                      |        |             |       |              |       |             |       |              |      | (7.3  | )      |   |   |  |   |   |       | (7.3   | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other, net                                                  |                                                      |        | 29.5         |       |              |       | (8.5         | )     |              |      | (36.6 | )      |   |   |  |   |   |       | (15.6  | )     
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|                                                      |                                                             | Cash provided by (used in) investing activities      |        |              | 21.0  |              |       |              | (26.8 | )            |      |       | (149.2 | ) |   |   |  |   |       |        | (155.0 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from financing activities:                 |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net change in bank borrowings and revolver                  |                                                      |        | 216.7        |       |              |       |             |       |              |      | 34.0  |        |   |   |  |   |   |       | 250.7  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Proceeds (payments) from accounts receivable securitization |                                                      |        | (17.2        | )     |              |       |             |       |              |      |      |        |   |   |  |   |   |       | (17.2  | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Purchase of treasury stock                                  |                                                      |        | (26.3        | )     |              |       |             |       |              |      |      |        |   |   |  |   |   |       | (26.3  | )     
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|                                                      |                                                             | Cash provided by financing activities                |        |              | 173.2 |              |       |              |      |              |      |       | 34.0   |   |   |   |  |   |       |        | 207.2  |  
|                                                     
|                                                     
|                                                     
|                                                     
|Increase (decrease) in parent loans and advances      |                                                             |                                                      | (193.1 | )            |       |              | 101.9 |              |       |              | 91.2 |       |        |   |  |   |   |   |      |       
|                                                     
|                                                     
|                                                     
|                                                     
|Effect of exchange rates of cash and cash equivalents |                                                             |                                                      |       |              |       |              |      |              |       |              | 4.0  |       |        |   |  |   |   |   | 4.0   |       
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|                                                      |                                                             | Net increase (decrease) in cash and cash equivalents |        |              | 0.2   |              |       |              | 0.1   |              |      |       | (2.6   | ) |   |   |  |   |       |        | (2.3   | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash and cash equivalents at beginning of period      |                                                             |                                                      | 6.8    |              |       |              | 0.1   |              |       |              | 19.0 |       |        |   |  |   |   |   | 25.9  |       
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       
|Cash and cash equivalents at end
	of period           |                                                             | $                                                    | 7.0    |              |       | $            | 0.2   |              |       | $            | 16.4 |       |        | $ |  |   |   | $ | 23.6  |       
|                                                      |                                                             |                                                      |        |              |       |              |       |              |       |              |      |       |        |   |   |   |   |   |       |       

12



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements 
(Continued)

Three and Nine Months Ended October 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended October 31, 1999


|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |        |        |  
|----------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------- | ----- | ------------ | ------ | ------------ | ----- | ------------ | ----- | ------------ | ------ | ----- | ----- | - | - | - | - | - | ---- | ------ | ------ | -
|                                                      |                                                      |                                                      |       | Guarantor    |        | Nonguarantor |       |              |       | Consolidated
|                                                      |                                                      | Parent                                               |       | Subsidiaries |        | Subsidiaries |       | Eliminations |       | Total       
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |             
|Cash flows provided by (used in) operating activities |                                                      | $                                                    | (80.2 | )            |        | $            | (29.1 | )            |       | $            | 145.9  |       |       | $ |  |   |   | $ | 36.6 |       
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from investing activities:                 |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of property, plant and equipment         |                                                      |       | (24.1        | )      |              |       | (36.8        | )     |              |        | (75.2 | )     |   |   |  |   |   |      | (136.1 | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of tooling                               |                                                      |       | (9.2         | )      |              |       |             |       |              |        |      |       |   |   |  |   |   |      | (9.2   | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Purchase of businesses, net of cash                  |                                                      |       | (615.0       | )      |              |       | (0.5         | )     |              |        | (14.6 | )     |   |   |  |   |   |      | (630.1 | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Proceeds from disposal
	of assets/business           |                                                      |       |             |        |              |       | 2.6          |       |              |        | 37.4  |       |   |   |  |   |   |      | 40.0   |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other, net                                           |                                                      |       | 21.3         |        |              |       | (9.8         | )     |              |        | (25.1 | )     |   |   |  |   |   |      | (13.6  | )     
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|                                                      |                                                      | Cash used in investing activities                    |       |              | (627.0 | )            |       |              | (44.5 | )            |        |       | (77.5 | ) |   |   |  |   |      |        | (749.0 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from financing activities:                 |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net change in bank borrowings and revolver           |                                                      |       | 570.1        |        |              |       |             |       |              |        | 60.2  |       |   |   |  |   |   |      | 630.3  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Fees paid to issue long term debt                    |                                                      |       | (15.2        | )      |              |       |             |       |              |        |      |       |   |   |  |   |   |      | (15.2  | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Stock options exercised                              |                                                      |       | 0.2          |        |              |       |             |       |              |        |      |       |   |   |  |   |   |      | 0.2    |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net proceeds from accounts receivable securitization |                                                      |       | 99.4         |        |              |       |             |       |              |        |      |       |   |   |  |   |   |      | 99.4   |       
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|                                                      |                                                      | Cash provided by financing activities                |       |              | 654.5  |              |       |              |      |              |        |       | 60.2  |   |   |   |  |   |      |        | 714.7  |  
|                                                     
|                                                     
|                                                     
|                                                     
|Increase (decrease) in parent loans and advances      |                                                      |                                                      | 56.1  |              |        |              | 73.6  |              |       |              | (129.7 | )     |       |   |  |   |   |   |     |       
|                                                     
|                                                     
|                                                     
|                                                     
|Effect of exchange rates of cash and cash equivalents |                                                      |                                                      |      |              |        |              |      |              |       |              | (3.0   | )     |       |   |  |   |   |   | (3.0 | )     
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|                                                      |                                                      | Net increase (decrease) in cash and cash equivalents |       |              | 3.4    |              |       |              |      |              |        |       | (4.1  | ) |   |   |  |   |      |        | (0.7   | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash and cash equivalents at beginning of period      |                                                      |                                                      | 23.3  |              |        |              | 0.1   |              |       |              | 27.9   |       |       |   |  |   |   |   | 51.3 |       
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       
|Cash and cash equivalents at end
	of period           |                                                      | $                                                    | 26.7  |              |        | $            | 0.1   |              |       | $            | 23.8   |       |       | $ |  |   |   | $ | 50.6 |       
|                                                      |                                                      |                                                      |       |              |        |              |       |              |       |              |        |       |       |   |   |   |   |   |      |       

13



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##### Table of Contents





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

Results of Operations

Three Months Ended October 31, 2000 Compared to Three
Months Ended October 31, 1999

Net Sales

The Companys net sales for the third quarter of fiscal
2000 were $558.3 million, a decrease of 6.7% as compared to
net sales of $598.5 million for the third quarter of fiscal
1999. Significant reductions in heavy truck production and
softening in OEM light vehicle volumes in the United States have
resulted in lower sales in the North American Commercial
Highway, North American Cast Components and North American Wheel
Groups. Increased sales in the European Wheel Groups were offset
by the Euro weakening against the Dollar in the third quarter of
fiscal 2000 as compared to the third quarter of fiscal 1999.

Gross Profit

The Companys gross profit for the third quarter of fiscal
2000 decreased to $73.2 million or 13.1% of net sales as
compared to $105.4 million or 17.6% of net sales for the
third quarter of fiscal 1999. The Companys third quarter
gross profit margin was negatively impacted by the reduction in
the North American heavy truck and OEM sales and production
inefficiencies related to the volatile heavy truck and OEM
production environment. In addition, gross margin was negatively
impacted by the write off of $5.0 million in excess and
obsolete inventories pursuant to capacity reductions and
softening market conditions.

Marketing, General and Administrative

Marketing, general and administrative expenses were
$28.3 million or 5.1% of net sales for the third quarter of
fiscal 2000 as compared to $21.8 million or 3.6% of net
sales for the third quarter of fiscal 1999. Marketing, general
and administrative expenses for the third quarter of fiscal 2000
were negatively impacted by the write off of $7.2 million
principally associated with cancelled transactions, and an
increase in the allowance for doubtful accounts and severance
costs due to market conditions.

Engineering and Product Development

Engineering and product development costs were $3.6 million
or 0.6% of net sales for the third quarter of fiscal 2000 as
compared to $4.4 million or 0.7% of net sales for the third
quarter of fiscal 1999. This improvement principally reflects
the timing associated with recovery of engineering and
development costs from our customers.

Other (Income) Expense

Pursuant to its acquisition strategy in prior periods, the
Company has been in the process of integrating operations as
well as evaluating capacity, technology and personnel needs. In
response to continued softening in the heavy truck and light
vehicle markets, the Company accelerated this process and
approved restructuring plans in the third quarter of fiscal
2000. In addition to the items discussed in Gross Profit and
Marketing, General and Administrative categories above,
impairment and restructuring charges totaling $75.6 million
were recorded in the third quarter of fiscal 2000.

Of the $75.6 million, $63.8 million was attributable
to impairment of long-lived assets, principally excess and
obsolete machinery and equipment which the Company intends to
dispose of in the near future. Impairment was measured based on
the estimated net proceeds from the disposal of such equipment.

Restructuring charges consist of $6.7 million for severance
benefits and $0.9 million for future lease costs of closed
office facilities. These costs are all related primarily to 387
administrative and operations employees impacted by
restructuring programs in Europe. There were no payments made in
the third quarter of fiscal 2000.

14



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##### Table of Contents



In addition, Other (Income) Expense includes $4.2 million
for the write down of the Companys investment in a joint
venture in Venezuela and certain contractual agreements that
have no future value.

Interest Expense

Interest expense was $41.6 million for the third quarter of
fiscal 2000 compared to $37.5 million for the same period
of fiscal 1999. This increase was due primarily to the increase
in interest rates and borrowings.

Nine Months Ended October 31, 2000 Compared to Nine
Months Ended October 31, 1999

Net Sales

The Companys net sales for the first nine months of fiscal
2000 were $1,695.9 million, a decrease of 2.0%, as compared
to net sales of $1,730.8 million for the first nine months of
fiscal 1999. This decrease was due to higher sales in the North
American and European Wheel Groups offset by lower sales in the
North American Commercial Highway and North American Components
Groups due to softening marketing conditions and the weakening
of the Euro against the Dollar by approximately 12%.

Gross Profit

The Companys gross profit for the first nine months of
fiscal 2000 decreased to $259.5 million or 15.3% of net
sales as compared to $305.6 million or 17.7% of net sales
for the first nine months of fiscal 1999. This decrease reflects
the reduction in the North American heavy truck and OEM sales
and production inefficiencies related to the volatile heavy
truck and OEM production environment. In addition, gross margin
was negatively impacted by the write off of $5.0 million in
excess and obsolete inventories in the third quarter of fiscal
2000 pursuant to capacity reductions and softening market
conditions.

Marketing, General and Administrative

Marketing, general and administrative expenses were
$76.8 million or 4.5% of net sales for the first nine
months of fiscal 2000 compared to $70.7 million or 4.1% of
net sales for the same period of fiscal 1999. The increase in
marketing, general and administrative expenses was attributable
to $7.2 million in write offs in the third quarter of
fiscal 2000 principally related to cancelled transactions, and
an increase in the allowance for doubtful accounts and severance
costs due to market conditions.

Engineering and Product Development

Engineering and product development costs were
$13.0 million or 0.8% of net sales for the first nine
months of fiscal 2000 as compared to $15.6 million or 0.9%
of net sales for the first nine months of fiscal 1999.

Other (Income) Expense

Pursuant to its acquisition strategy in prior periods, the
Company has been in the process of integrating operations as
well as evaluating capacity, technology and personnel needs. In
response to continued softening in the heavy truck and light
vehicle markets, the Company accelerated this process and
approved restructuring plans in the third quarter of fiscal
2000. In addition to the items discussed in Gross Profit and
Marketing, General and Administrative categories above,
impairment and restructuring charges totaling $75.6 million
were recorded in the third quarter of fiscal 2000.

Of the $75.6 million, $63.8 million was attributable
to impairment of long-lived assets, principally excess and
obsolete machinery and equipment which the Company intends to
dispose of in the near future. Impairment was measured based on
the estimated net proceeds from the disposal of such equipment.

Restructuring charges consist of $6.7 million for severance
benefits and $0.9 million for future lease costs of closed
office facilities. These costs are all related primarily to 387
administrative and operations employees impacted by
restructuring programs in Europe. There were no payments made in
the third quarter of fiscal 2000.

15



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##### Table of Contents



In addition, Other (Income) Expense includes $4.2 million
for the write down of the Companys investment in a joint
venture in Venezuela and certain contractual agreements that
have no future value.

Interest Expense

Interest expense was $120.4 million for the first nine
months of fiscal 2000 compared to $115.5 million for the
same period of fiscal 1999. This increase was due primarily to
the increase in interest rates and borrowings.

Financial Condition, Liquidity and Capital Resources

The Companys operations used $58.5 million in cash in
the first nine months of fiscal 2000, an increase of
$95.1 million over the same period of fiscal 1999. This
increase was due primarily to the timing of payments to
suppliers and higher inventories.

Capital expenditures for the first nine months of fiscal 2000
were $123.8 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 2000 will be
less than $170.0 million.

On February 3, 1999, the Company entered into a third
amended and restated credit agreement (the Third Amended
and Restated Credit Agreement) with Canadian Imperial Bank
of Commerce (CIBC) and Merrill Lynch Capital
Corporation (Merrill Lynch), as managing agents.
Pursuant to the Third Amended and Restated 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 on
substantially all of the properties and assets of the Company
and its material domestic subsidiaries, now owned or later
acquired, 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 October 31, 2000 there
was $399 million outstanding under the term loan facility
and $386 million available under the revolving facility.

On December 8, 2000, the Company reached agreement with its
senior lenders to amend the Third Amended and Restated Credit
Agreement. Pursuant to such agreement, financial covenants
regarding the leverage ratio, the interest coverage ratio and
the fixed charge coverage ratio were modified and a ratio of
senior indebtedness to earnings before interest, taxes,
depreciation and amortization was added. In addition, an annual
limit on capital expenditures was added, the stock repurchase
authority was deleted and a cumulative limit on acquisitions was
deleted. The text of the amendment agreement is filed as an
exhibit to this Form 10-Q and is incorporated herein by
reference.

In April 1998, the Company entered into a three year
agreement pursuant to which the Company and certain of its
subsidiaries sold, and will continue 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 will transfer
substantially all of their U.S. dollar denominated trade
accounts receivable to Funding Co. Funding Co. then sold and
will 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
October 31, 2000 total $145.8 million.

During the second quarter, the Board of Directors approved the
repurchase of up to an aggregate of $30 million of the
Companys outstanding common stock. Through
October 31, 2000, the Company repurchased approximately
1.9 million shares of its common stock for an aggregate
purchase price of approximately $26.3 million.

At October 31, 2000, management believes that the Company
was in compliance with the various covenants under the
agreements pursuant to which it has or may borrow money.
Management expects that the Company will remain in compliance
with these covenants, as modified by the December 8, 2000
amendment

16



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##### Table of Contents





Item 3.  Quantitative and Qualitative Disclosures
about Market Risk

For the period ended October 31, 2000, 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, 2000.

17



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##### Table of Contents








PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities and Use of
Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of
Security Holders

The Company held its Annual Meeting of Stockholders on
August 3, 2000. The results of the matters submitted to a
vote of the Companys stockholders at the Annual Meeting
were reported in the Companys Quarterly Report on
Form 10-Q for the quarter ended July 31, 2000 and are
incorporated herein by reference.

Item 5.  Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

|               |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- | ----- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |       | Description
|               |       |            
|               | 10.30 |             |  | Amendment No. 2 to the Third Amended and Restated Credit
	Agreement dated as of December 8, 2000, among the Company, as
	Borrower, the several banks and other financial institutions
	from time to time parties thereto, as Lenders, Canadian Imperial
	Bank of Commerce, as Administrative Agent and Co-Lead Arranger,
	Credit Suisse First Boston, as Syndication Agent and Co-Lead
	Arranger, Merrill Lynch Capital Corporation, as Co-Documentation
	Agent, and Dresdner Bank AG, as Co-Documentation Agent and
	European Swing Line Administrator.
|               | 10.31 |             |  | Severance Agreements, each dated June 15, 2000, between the
	Company and certain of its officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|               | 27    |             |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

(b)  Reports on Form 8-K



| |     
| | ----
| | None

18



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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

December 15, 2000

19



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##### Table of Contents








EXHIBIT INDEX


|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |  | 
|------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|        |       |             |  | Sequentially                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Exhibit |       |             |  | Numbered                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Number  |       | Description |  | Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 10.30 |             |  | Amendment No. 2 to the Third Amended and Restated Credit
	Agreement dated as of December 8, 2000, among the Company,
	as Borrower, the several banks and other financial institutions
	from time to time parties thereto, as Lenders, Canadian Imperial
	Bank of Commerce, as Administrative Agent and Co-Lead Arranger,
	Credit Suisse First Boston, as Syndication Agent and Co-Lead
	Arranger, Merrill Lynch Capital Corporation, as Co-Documentation
	Agent, and Dresdner Bank AG, as Co-Documentation Agent and
	European Swing Line Administrator. |  |  |  | 
|        | 10.31 |             |  | Severance Agreements, each dated June 15, 2000, between the
	Company and certain of its officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  | 
|        | 27    |             |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  | 

20