<PAGE>   1
 
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
(Mark One)
 
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998
 
                                       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
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
 
                                   13-3384636
                       (IRS EMPLOYER IDENTIFICATION NO.)
 
                            38481 HURON RIVER DRIVE
                            ROMULUS, MICHIGAN 48174
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (734) 941-2000
 
     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 [X]     NO [ ]
 
     THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF DECEMBER 15, 1998,
WAS 30,179,985 SHARES.
 
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<PAGE>   2
 
                       HAYES LEMMERZ INTERNATIONAL, INC.
                         QUARTERLY REPORT ON FORM 10-Q
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>          <C>                                                             <C>
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...................................     17
PART II. OTHER INFORMATION
  Item 1.    Legal Proceedings...........................................     21
  Item 2.    Changes in Securities.......................................     21
  Item 3.    Defaults upon Senior Securities.............................     21
  Item 4.    Submission of Matters to a Vote of Security-Holders.........     21
  Item 5.    Other Information...........................................     21
  Item 6.    Exhibits and Reports on Form 8-K............................     21
  Signatures.............................................................     22
</TABLE>
 
     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 1998
MEANS THE PERIOD BEGINNING FEBRUARY 1, 1998, AND ENDING JANUARY 31, 1999). 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
<PAGE>   3
 
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  (MILLIONS OF DOLLARS, EXCEPT SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED       NINE MONTHS ENDED
                                                             OCTOBER 31,              OCTOBER 31,
                                                          ------------------      --------------------
                                                           1998        1997         1998         1997
                                                           ----        ----         ----         ----
<S>                                                       <C>         <C>         <C>           <C>
Net sales.............................................    $443.9      $369.8      $1,240.8      $897.9
Cost of goods sold....................................     361.2       305.0       1,024.1       748.3
                                                          ------      ------      --------      ------
  Gross profit........................................      82.7        64.8         216.7       149.6
Marketing, general and administration.................      16.7        15.1          48.7        36.5
Engineering and product development...................       5.7         3.2          15.7         8.1
Amortization of intangibles...........................       4.6         3.5          12.7         8.6
Other income..........................................      (1.8)       (0.8)         (3.9)       (2.6)
Equity in losses (earnings) of unconsolidated
  subsidiaries........................................       0.4        (0.6)         (0.6)       (0.6)
                                                          ------      ------      --------      ------
  Earnings from operations............................      57.1        44.4         144.1        99.6
Interest expense, net.................................      22.4        25.7          69.4        65.9
                                                          ------      ------      --------      ------
  Earnings before taxes on income, minority interest
     and extraordinary loss...........................      34.7        18.7          74.7        33.7
Income tax provision..................................      14.6         7.8          31.4        14.2
                                                          ------      ------      --------      ------
  Earnings before minority interest and extraordinary
     loss.............................................      20.1        10.9          43.3        19.5
Minority interest.....................................       0.4          --           1.4         0.1
                                                          ------      ------      --------      ------
  Earnings before extraordinary loss..................      19.7        10.9          41.9        19.4
Extraordinary loss, net of tax of $6.0 (Note 6).......        --          --          (8.3)         --
                                                          ------      ------      --------      ------
  Net income..........................................    $ 19.7      $ 10.9      $   33.6      $ 19.4
                                                          ======      ======      ========      ======
Per share information (Note 3):
Earnings before extraordinary loss....................    $ 0.65      $ 0.34      $   1.39      $ 0.72
Extraordinary loss, net of tax........................        --          --         (0.28)         --
                                                          ------      ------      --------      ------
Basic net income per share............................    $ 0.65      $ 0.34      $   1.11      $ 0.72
                                                          ======      ======      ========      ======
Basic average shares outstanding (in thousands).......    30,180      31,691        30,134      26,803
                                                          ======      ======      ========      ======
Earnings before extraordinary loss....................    $ 0.62      $ 0.34      $   1.29      $ 0.72
Extraordinary loss, net of tax........................        --          --         (0.26)         --
                                                          ------      ------      --------      ------
Diluted net income per share..........................    $ 0.62      $ 0.34      $   1.03      $ 0.72
                                                          ======      ======      ========      ======
Diluted average shares outstanding (in thousands).....    32,004      31,691        32,482      26,803
                                                          ======      ======      ========      ======
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        3
<PAGE>   4
 
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                             (MILLIONS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                OCTOBER 31,    JANUARY 31,
                                                                   1998           1998
                                                                -----------    -----------
                                                                (UNAUDITED)
<S>                                                             <C>            <C>
                           ASSETS
Current assets:
  Cash and cash equivalents.................................     $   17.8       $   23.1
  Receivables (less allowance of $4.3 million at October 31,
     1998 and at January 31, 1998) (Note 5).................        173.6          217.8
  Inventory (Note 2)........................................        161.1          131.5
  Prepaid expenses and other................................         18.9           10.0
                                                                 --------       --------
       Total current assets.................................        371.4          382.4
                                                                 --------       --------
Property, plant and equipment:
  Land......................................................         24.4           15.6
  Buildings.................................................        195.5          154.7
  Machinery and equipment...................................        805.8          622.3
                                                                 --------       --------
                                                                  1,025.7          792.6
  Accumulated depreciation..................................       (175.0)        (122.2)
                                                                 --------       --------
       Net property, plant and equipment....................        850.7          670.4
Goodwill and other assets...................................        780.1          706.1
                                                                 --------       --------
       Total assets.........................................     $2,002.2       $1,758.9
                                                                 ========       ========
            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Bank borrowings...........................................     $   87.6       $   23.6
  Current portion of long-term debt.........................         10.3           14.4
  Accounts payable and accrued liabilities..................        394.7          334.9
                                                                 --------       --------
       Total current liabilities............................        492.6          372.9
Long-term debt..............................................        899.3          882.6
Pension and other long-term liabilities.....................        334.0          301.5
Deferred income taxes.......................................         56.7           34.8
Minority interest...........................................         12.5            5.6
                                                                 --------       --------
       Total liabilities....................................      1,795.1        1,597.4
Commitments and contingencies (Note 7)
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 27,530,959 at October 31, 1998 and
      27,439,419 at January 31, 1998........................          0.3            0.3
     Nonvoting -- authorized 5,000,000 shares; issued and
      outstanding, 2,649,026 at October 31 1998 and at
      January 31, 1998......................................           --             --
  Additional paid in capital................................        236.8          229.4
  Accumulated deficit.......................................        (17.2)         (50.8)
  Accumulated other comprehensive income (Note 3)...........        (12.8)         (17.4)
                                                                 --------       --------
       Total stockholders' equity...........................        207.1          161.5
                                                                 --------       --------
Total liabilities and stockholders' equity..................     $2,002.2       $1,758.9
                                                                 ========       ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        4
<PAGE>   5
 
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (MILLIONS OF DOLLARS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                   OCTOBER 31,
                                                                -----------------
                                                                 1998       1997
                                                                 ----       ----
<S>                                                             <C>        <C>
Cash flows from operating activities:
Net income..................................................    $  33.6    $ 19.4
Adjustments to reconcile net income to net cash provided by
  (used for) operating activities:
  Depreciation..............................................       49.6      37.5
  Amortization of intangibles and debt issue costs..........       17.2      14.1
  Increase in deferred taxes................................       12.9      (2.4)
  Increase in minority interest.............................        3.6        --
  Equity in earnings of subsidiaries........................       (0.6)     (0.6)
  Extraordinary loss........................................       14.4        --
  Changes in operating assets and liabilities:
     Increase in receivables................................      (34.1)    (24.6)
     Increase in inventories................................       (2.7)     (2.6)
     (Increase) decrease in prepaid expenses and other......       (1.8)      4.4
     Increase in accounts payable and accrued liabilities...        7.5       5.6
     Decrease in other long-term liabilities................      (27.0)    (27.6)
                                                                -------    ------
       Cash provided by operating activities................       72.6      23.2
                                                                -------    ------
Cash flows from investing activities:
  Acquisition of property, plant and equipment..............      (88.9)    (56.1)
  Purchase of businesses, net of cash received..............      (79.3)   (228.0)
  Other, net................................................      (39.8)    (10.9)
                                                                -------    ------
       Cash used for investing activities...................     (208.0)   (295.0)
                                                                -------    ------
Cash flows from financing activities:
  Increase (decrease) in short-term bank borrowings.........       16.8     (17.7)
  Increase (decrease) in long-term and bank revolving
     loans..................................................       94.4    (211.9)
  Repayment of term debt....................................     (100.5)       --
  Proceeds from accounts receivable securitization..........      120.8        --
  Stock options exercised...................................        1.7        --
  Proceeds from issuance of long term debt..................         --     500.0
  Proceeds from equity offering, net of costs...............         --      77.9
  Fees paid to issue long term debt.........................       (1.4)    (17.0)
                                                                -------    ------
       Cash provided by financing activities................      131.8     331.3
                                                                -------    ------
Effect of exchange rate changes on cash and cash
  equivalents...............................................       (1.7)      1.1
                                                                -------    ------
  Increase (decrease) in cash and cash equivalents..........       (5.3)     60.6
Cash and cash equivalents at beginning of year..............       23.1      47.5
                                                                -------    ------
Cash and cash equivalents at end of period..................    $  17.8    $108.1
                                                                =======    ======
Supplemental data:
  Cash paid for interest....................................    $  56.2    $ 45.9
  Cash paid for income taxes................................    $   6.9    $ 10.9
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        5
<PAGE>   6
 
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(1) BASIS OF PRESENTATION
 
     The accompanying unaudited 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, 1998, and January
31, 1998, and the results of its operations for the three and nine months ended
October 31, 1998, and 1997 and cash flows for the nine months ended October 31,
1998, and 1997. 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, 1998. Results for interim periods are not necessarily indicative of
those to be expected for the year.
 
(2) INVENTORIES
 
     The major classes of inventory are as follows:
 
<TABLE>
<CAPTION>
                                                               OCTOBER 31,    JAN. 31,
                                                                  1998          1998
                                                               -----------    --------
<S>                                                            <C>            <C>
Raw materials..............................................      $ 52.5        $ 40.9
Work-in-progress...........................................        51.0          37.6
Finished goods.............................................        57.6          53.0
                                                                 ------        ------
     Total.................................................      $161.1        $131.5
                                                                 ======        ======
</TABLE>
 
(3) EARNINGS PER SHARE AND COMPREHENSIVE INCOME
 
     During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" ("EPS"), which changes the calculation of earnings per share to be more
consistent with countries outside of the United States. In general, the
statement 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.
 
     Net income per share information has been computed using the new standard
for all periods presented. Shares outstanding for the three and nine months
ended October 31, 1998 and 1997, were as follows:
 
<TABLE>
<CAPTION>
                                                                 THREE MONTHS
                                                                    ENDED          NINE MONTHS ENDED
                                                                 OCTOBER 31,          OCTOBER 31,
                                                               ----------------    -----------------
                                                                1998      1997      1998       1997
                                                                ----      ----      ----       ----
<S>                                                            <C>       <C>       <C>        <C>
Weighted average shares outstanding........................    30,180    31,691     30,134    26,803
Dilutive effect of options and warrants....................     1,824        --      2,348        --
                                                               ------    ------    -------    ------
Diluted shares outstanding.................................    32,004    31,691     32,482    26,803
                                                               ======    ======    =======    ======
</TABLE>
 
     During 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which 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. Comprehensive income
must be reported in a financial statement with the cumulative total presented as
a component of equity. This statement was adopted by the Company effective
February 1, 1998.
 
                                        6
<PAGE>   7
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(3) EARNINGS PER SHARE AND COMPREHENSIVE INCOME -- (CONTINUED)
     The components of comprehensive income for the nine months ended October
31, 1998 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                OCTOBER 31,    OCTOBER 31,
                                                                   1998           1997
                                                                -----------    -----------
<S>                                                             <C>            <C>
Net income..................................................       $33.6          $19.4
Cumulative translation adjustments..........................         4.6           (5.0)
                                                                   -----          -----
     Total comprehensive income.............................       $38.2          $14.4
                                                                   =====          =====
</TABLE>
 
(4) ACQUISITIONS
 
     In February 1998, the Company purchased the remaining 50% equity in its
aluminum wheel joint venture in Somerset, Kentucky, Aluminum Wheel Technology,
Inc. ("Alumitech").
 
     On March 4, 1998 the Company acquired 35% of the automotive wheel business
of Automotive Overseas Investments Limited, an organization which owns and
operates N.F. Die Casting (Pty) Ltd. ("N.F. Die"), a producer of cast aluminum
wheels for the automotive industry in South Africa. The Company exercised its
right to purchase an additional 16% of the operations on June 4, 1998 increasing
its total interest in N.F. Die to 51%.
 
     On May 19, 1998, the Company purchased an additional 50.7% of the common
equity and 46.2% of the preferred equity in its joint venture in Brazil, Borlem
S.A. Empreendimentos Industriais ("Borlem"). This purchase increases the
Company's ownership of Borlem to 98.7% of the common equity and 87.0% of the
preferred equity, with the remaining shares being publicly held.
 
     On June 10, 1998, the Company acquired 100% of the common stock of MIN-CER,
S.A. de C.V. ("MIN-CER"), Mexico's largest heavy-duty hub, drum and wheel
manufacturer.
 
     On August 14, 1998, the Company acquired an additional 60% of the equity in
its joint venture Kalyani Lemmerz Limited in India. This transaction increased
the Company's ownership equity from 25% to 85%.
 
     The purchase price for the above mentioned acquisitions, net of cash
received, amounted to $79.3 million and generated $94.2 million of goodwill.
 
     The following unaudited pro forma financial data illustrates the estimated
effects as if the above mentioned acquisitions had been completed as of the
beginning of the periods presented, after including the impact of certain
adjustments, such as amortization, depreciation, interest expense and the
related income tax effects.
 
<TABLE>
<CAPTION>
                                                               THREE MONTHS          NINE MONTHS
                                                                  ENDED                 ENDED
                                                               OCTOBER 31,           OCTOBER 31,
                                                             ----------------    --------------------
                                                              1998      1997       1998        1997
                                                              ----      ----       ----        ----
<S>                                                          <C>       <C>       <C>         <C>
Sales....................................................    $443.9    $426.9    $1,315.7    $1,247.2
Net income...............................................    $ 19.7    $  9.1    $   40.4    $   17.4
Basic net income per share...............................    $ 0.65    $ 0.30    $   1.34    $   0.58
Diluted net income per share.............................    $ 0.62    $ 0.28    $   1.24    $   0.53
</TABLE>
 
                                        7
<PAGE>   8
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(4) ACQUISITIONS -- (CONTINUED)
     The pro forma results are not necessarily indicative of the actual results
as if the transactions had been in effect for the entire periods presented. In
addition, they are not intended to be a projection of future results and do not
reflect, among other things, any synergies that might have been achieved from
combined operations.
 
(5) ACCOUNTS RECEIVABLE SECURITIZATION
 
     In April 1998, the Company entered into a three-year trade securitization
agreement pursuant to which the Company and certain of its subsidiaries sold,
and will continue to sell on an ongoing basis, a portion of their accounts
receivable 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 trade receivable securitization
agreement was accounted for as a sale of receivables in accordance with FASB No.
125 "Accounting for Transfers and Servicing of Financial Assets &
Extinguishments of Liabilities." The Company has collection and administrative
responsibilities with respect to all the receivables which were and will be
sold.
 
(6) EXTRAORDINARY LOSS
 
     During the second quarter of fiscal 1998, the Company entered into a second
amended and restated credit agreement dated June 12, 1998 (the "Second Amended
and Restated Credit Agreement"). Pursuant to the Second Amended and Restated
Credit Agreement, a syndicate of lenders agreed to lend to the Company up to
$100 million in the form of a senior secured term loan facility and up to $400
million in the form of a senior secured revolving credit facility. This
agreement amended and restated the credit agreement dated June 30, 1997 and
thereby (a) eliminated (and repaid the outstanding principal balance of) certain
of the then existing senior secured term loan facilities under the prior credit
agreement and (b) increased the revolving credit facility to $400 million. In
connection with this early repayment of the term loan facilities, the Company
recorded an extraordinary loss writing off the remaining deferred financing
costs associated with the term debt which was repaid.
 
(7) COMMITMENTS AND CONTINGENCIES
 
     Management believes that at October 31, 1998, 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 in all material respects through the period ending October 31,
1999.
 
     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.
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS
 
     In connection with the Company's merger with MWC Holdings, Inc., on July 2,
1996, and as part of the financing thereof, the Company issued and sold $250
million in aggregate principal amount of its 11% senior subordinated notes due
2006 (the "11% Notes") in a public offering. The 11% Notes are general unsecured
 
                                        8
<PAGE>   9
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)
obligations of the Company, subordinated in right of payment to all existing and
future senior indebtedness of the Company, and are guaranteed by certain of the
Company's domestic subsidiaries.
 
     In connection with the Company's acquisition of Lemmerz Holding GmbH on
June 30, 1997 (the "Lemmerz Acquisition"), the Company issued and sold $400
million in aggregate principal amount of its 9 1/8% senior subordinated notes
due 2007 (the "9 1/8% Notes") in two offerings under Rule 144A of the Securities
Act. The 9 1/8% Notes are general unsecured obligations of the Company, ranking
pari passu with the 11% Notes and are guaranteed by the same domestic
subsidiaries of the Company as guaranteed the 11% Notes.
 
     The following condensed consolidating financial information presents:
 
          (1) Condensed consolidating financial statements as of October 31,
     1998, and January 31, 1998, and for the nine-month periods ended October
     31, 1998, and 1997, 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 principle
elimination entries eliminate investments in subsidiaries and intercompany
balances and transactions.
 
                                        9
<PAGE>   10
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1998
 
<TABLE>
<CAPTION>
                                                      GUARANTOR     NONGUARANTOR                  CONSOLIDATED
                                            PARENT   SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                            ------   ------------   ------------   ------------   ------------
<S>                                         <C>      <C>            <C>            <C>            <C>
Net sales.................................  $215.1      $514.0         $519.3         $(7.6)        $1,240.8
Cost of goods sold........................   185.2       428.1          418.4          (7.6)         1,024.1
                                            ------      ------         ------         -----         --------
Gross profit..............................    29.9        85.9          100.9            --            216.7
Marketing, general and administration.....     6.9        13.8           28.0            --             48.7
Engineering and product development.......     2.1         4.2            9.4            --             15.7
Amortization of intangibles...............     1.0         6.2            5.5            --             12.7
Other income (expense)....................    (0.5)       (0.1)          (3.3)           --             (3.9)
Equity in earnings of unconsolidated
  subs....................................    (0.6)         --             --            --             (0.6)
                                            ------      ------         ------         -----         --------
Earnings from operations..................    21.0        61.8           61.3            --            144.1
Interest expense, net.....................    28.7        35.4            5.3            --             69.4
                                            ------      ------         ------         -----         --------
Earnings (loss) before taxes on income,
  minority interest and extraordinary
  loss....................................    (7.7)       26.4           56.0            --             74.7
Income tax provision......................    11.5         9.4           10.5            --             31.4
                                            ------      ------         ------         -----         --------
Earnings (loss) before minority interest
  and extraordinary loss..................   (19.2)       17.0           45.5            --             43.3
Minority interest.........................      --         0.2            1.2            --              1.4
                                            ------      ------         ------         -----         --------
Earnings (loss) before extraordinary
  loss....................................   (19.2)       16.8           44.3            --             41.9
Extraordinary loss, net of tax............     8.3          --             --            --              8.3
                                            ------      ------         ------         -----         --------
Net income (loss).........................  $(27.5)     $ 16.8         $ 44.3         $  --         $   33.6
                                            ======      ======         ======         =====         ========
</TABLE>
 
                                       10
<PAGE>   11
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                      GUARANTOR     NONGUARANTOR                  CONSOLIDATED
                                            PARENT   SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                            ------   ------------   ------------   ------------   ------------
<S>                                         <C>      <C>            <C>            <C>            <C>
Net sales.................................  $276.4      $416.4         $207.3         $(2.2)         $897.9
Cost of goods sold........................   225.4       354.0          171.1          (2.2)          748.3
                                            ------      ------         ------         -----          ------
Gross profit..............................    51.0        62.4           36.2            --           149.6
Marketing, general and administration.....     9.8        15.6           11.1            --            36.5
Engineering and product development.......     1.6         4.2            2.3            --             8.1
Amortization of intangibles...............     1.3         5.9            1.4            --             8.6
Other income..............................    (1.1)       (0.4)          (1.7)           --            (3.2)
                                            ------      ------         ------         -----          ------
Earnings from operations..................    39.4        37.1           23.1            --            99.6
Interest expense, net.....................    31.2        30.9            3.8            --            65.9
Equity in earnings of consolidated
  subsidiaries............................    (5.0)         --             --           5.0              --
                                            ------      ------         ------         -----          ------
Earnings before taxes on income and
  minority interest.......................    13.2         6.2           19.3          (5.0)           33.7
Income tax provision......................     4.6         3.5            6.1            --            14.2
                                            ------      ------         ------         -----          ------
Earnings (loss) before minority
  interest................................     8.6         2.7           13.2          (5.0)           19.5
Minority interest.........................      --        (0.1)            --           0.2             0.1
                                            ------      ------         ------         -----          ------
Net income................................  $  8.6      $  2.8         $ 13.2         $(5.2)         $ 19.4
                                            ======      ======         ======         =====          ======
</TABLE>
 
                                       11
<PAGE>   12
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEETS
                                OCTOBER 31, 1998
 
<TABLE>
<CAPTION>
                                                      GUARANTOR      NONGUARANTOR                    CONSOLIDATED
                                          PARENT     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS       TOTAL
                                          ------     ------------    ------------    ------------    ------------
<S>                                       <C>        <C>             <C>             <C>             <C>
Current assets:
  Cash and cash equivalents...........    $    --      $  (0.2)        $   18.0        $    --         $   17.8
  Receivables.........................        0.7         12.5            160.4             --            173.6
  Inventories.........................       31.8         45.4             83.9             --            161.1
  Prepaid expenses and other..........        1.1          4.0             14.7           (0.9)            18.9
                                          -------      -------         --------        -------         --------
     Total current assets.............       33.6         61.7            277.0           (0.9)           371.4
Property, plant and equipment.........      162.0        406.6            457.1             --          1,025.7
  Accumulated depreciation............      (10.3)      (108.0)           (56.7)            --           (175.0)
                                          -------      -------         --------        -------         --------
     Net property, plant and
       equipment......................      151.7        298.6            400.4             --            850.7
Goodwill and other assets.............      789.4        308.7            348.9         (666.9)           780.1
                                          -------      -------         --------        -------         --------
     Total assets.....................    $ 974.7      $ 669.0         $1,026.3        $(667.8)        $2,002.2
                                          =======      =======         ========        =======         ========
Current liabilities:
  Bank borrowings.....................    $   2.8      $    --         $   84.8        $    --         $   87.6
  Current portion of long-term debt...         --           --             10.3             --             10.3
  Account payable and accrued
     liabilities......................       88.4        110.7            196.5           (0.9)           394.7
                                          -------      -------         --------        -------         --------
     Total current liabilities........       91.2        110.7            291.6           (0.9)           492.6
Noncurrent liabilities:
  Long-term debt......................      849.3           --             50.0             --            899.3
  Pension and other long-term
     liabilities......................       89.9         85.4            160.8           (2.1)           334.0
  Deferred income taxes...............       (5.1)        19.9             41.9             --             56.7
  Minority interest...................         --          0.4             12.0            0.1             12.5
  Parent loans........................     (222.3)       232.8             (7.8)          (2.7)              --
                                          -------      -------         --------        -------         --------
     Total noncurrent liabilities.....      711.8        338.5            256.9           (4.7)         1,302.5
Stockholders' equity:
  Common stock........................        0.3           --               --             --              0.3
  Additional paid-in capital..........      251.8        108.7            279.1         (402.8)           236.8
  Retained earnings (accumulated
     deficit).........................      (54.7)       111.1            188.6         (262.2)           (17.2)
  Accumulated other comprehensive
     income...........................      (25.7)          --             10.1            2.8            (12.8)
                                          -------      -------         --------        -------         --------
     Total stockholders' equity.......      171.7        219.8            477.8         (662.2)           207.1
                                          -------      -------         --------        -------         --------
Total liabilities and stockholders'
  equity..............................    $ 974.7      $ 669.0         $1,026.3        $(667.8)        $2,002.2
                                          =======      =======         ========        =======         ========
</TABLE>
 
                                       12
<PAGE>   13
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEET
                                JANUARY 31, 1998
 
<TABLE>
<CAPTION>
                                                      GUARANTOR     NONGUARANTOR                  CONSOLIDATED
                                            PARENT   SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                            ------   ------------   ------------   ------------   ------------
<S>                                         <C>      <C>            <C>            <C>            <C>
Current assets:
  Cash and cash equivalents...............  $  4.6      $  0.1         $ 18.4        $    --        $   23.1
  Receivables.............................    36.3        63.0          118.5             --           217.8
  Inventories.............................    32.9        43.2           55.4             --           131.5
  Prepaid expenses and other..............     1.5         3.3            5.4           (0.2)           10.0
                                            ------      ------         ------        -------        --------
     Total current assets.................    75.3       109.6          197.7           (0.2)          382.4
Property, plant and equipment:............   156.6       320.6          315.4             --           792.6
  Accumulated depreciation................     1.5       (85.9)         (37.8)            --          (122.2)
                                            ------      ------         ------        -------        --------
     Net property, plant and equipment....   158.1       234.7          277.6             --           670.4
Goodwill and other assets.................   752.2       303.6          300.8         (650.5)          706.1
                                            ------      ------         ------        -------        --------
     Total assets.........................  $985.6      $647.9         $776.1        $(650.7)       $1,758.9
                                            ======      ======         ======        =======        ========
Current liabilities:
  Bank borrowings.........................  $   --      $   --         $ 23.6        $    --        $   23.6
  Current portion of long-term debt.......     2.9          --           11.5             --            14.4
  Accounts payable and accrued
     liabilities..........................    71.5       128.4          135.2           (0.2)          334.9
                                            ------      ------         ------        -------        --------
     Total current liabilities............    74.4       128.4          170.3           (0.2)          372.9
Noncurrent liabilities:
  Long-term debt..........................   841.9          --           40.7             --           882.6
  Pension and other long-term
     liabilities..........................    83.6        85.4          135.4           (2.9)          301.5
  Deferred income taxes...................    (7.5)       17.9           24.4             --            34.8
  Minority interest.......................      --         0.2            5.3            0.1             5.6
  Parent loans............................  (212.5)      219.7           (7.2)            --              --
                                            ------      ------         ------        -------        --------
     Total noncurrent liabilities.........   705.5       323.2          198.6           (2.8)        1,224.5
Stockholders' equity:
  Common stock............................     0.3          --             --             --             0.3
  Additional paid-in capital..............   246.9       104.5          272.9         (394.9)          229.4
  Retained earnings (accumulated
     deficit).............................   (30.6)       91.7          144.4         (256.3)          (50.8)
  Accumulated other comprehensive
     income...............................   (10.9)        0.1          (10.1)           3.5           (17.4)
                                            ------      ------         ------        -------        --------
     Total stockholders' equity...........   205.7       196.3          407.2         (647.7)          161.5
Total liabilities and stockholders'
  equity..................................  $985.6      $647.9         $776.1        $(650.7)       $1,758.9
                                            ======      ======         ======        =======        ========
</TABLE>
 
                                       13
<PAGE>   14
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1998
 
<TABLE>
<CAPTION>
                                                      GUARANTOR     NONGUARANTOR                  CONSOLIDATED
                                           PARENT    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                           ------    ------------   ------------   ------------   ------------
<S>                                        <C>       <C>            <C>            <C>            <C>
Cash flow provided by (used for)
  operating activities...................  $ (48.0)     $ 44.3        $  76.3            $--        $  72.6
Cash flows from investing activities:
  Acquisition of property, plant &
     equipment...........................    (12.3)      (31.9)         (44.7)            --          (88.9)
  Purchase of businesses, net of cash
     received............................     (8.8)         --          (70.5)            --          (79.3)
  Other, net.............................    (48.6)        8.7            0.1             --          (39.8)
                                           -------      ------        -------            ---        -------
     Cash flow used for investing
       activities........................    (69.7)      (23.2)        (115.1)            --         (208.0)
Cash flows from financing activities:
  Increase (decrease) in short-term bank
     borrowings..........................      0.2       (26.5)          43.1             --           16.8
  Increase (decrease) in long-term and
     bank revolving loans................    105.0        (8.0)          (2.6)            --           94.4
  Repayment on term debt.................   (100.5)         --             --             --         (100.5)
  Net proceeds under accounts receivable
     securitization program..............    120.8          --             --             --          120.8
  Stock options exercised................      1.7          --             --             --            1.7
                                           -------      ------        -------            ---        -------
  Fees paid to issue long term debt......     (1.4)         --             --             --           (1.4)
                                           -------      ------        -------            ---        -------
     Cash provided by (used for)
       financing activities..............    125.8       (34.5)          40.5             --          131.8
Increase (decrease) in parent advances...    (12.7)       13.1           (0.4)            --             --
Effect of exchange rates on cash and cash
  equivalents............................       --          --           (1.7)            --           (1.7)
                                           -------      ------        -------            ---        -------
Net decrease in cash and cash
  equivalents............................     (4.6)       (0.3)          (0.4)            --           (5.3)
Cash and cash equivalents at beginning of
  year...................................      4.6         0.1           18.4             --           23.1
                                           -------      ------        -------            ---        -------
Cash and cash equivalents at end of
  period.................................  $    --      $ (0.2)       $  18.0            $--        $  17.8
                                           =======      ======        =======            ===        =======
</TABLE>
 
                                       14
<PAGE>   15
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(8) GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS -- (CONTINUED)
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                      GUARANTOR     NONGUARANTOR                  CONSOLIDATED
                                           PARENT    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                           ------    ------------   ------------   ------------   ------------
<S>                                        <C>       <C>            <C>            <C>            <C>
Cash flow provided by (used for)
  operating activities...................  $   5.3      $  3.2         $ 20.4         $(5.1)        $  23.8
Cash flows from investing activities:
  Acquisition of property, plant &
     equipment...........................    (10.2)      (12.1)         (33.8)           --           (56.1)
  Purchase of businesses, net of cash
     received............................   (215.0)         --             --            --          (215.0)
  Purchase of minority interest..........    (13.0)         --             --            --           (13.0)
  Other, net.............................     39.3       (20.9)         (29.9)           --           (11.5)
                                           -------      ------         ------         -----         -------
     Cash flow used for investing
       activities........................   (198.9)      (33.0)         (63.7)           --          (295.6)
Cash flows from financing activities:
  Decrease in short-term bank
     borrowings..........................       --          --          (17.7)           --           (17.7)
  Decrease in long-term & bank revolving
     loans...............................   (203.0)         --           (8.9)           --          (211.9)
  Proceeds from issuance of long term
     debt................................    500.0          --             --            --           500.0
  Proceeds from equity offering..........     77.9          --             --            --            77.9
  Fees paid to issue long term debt......    (17.0)         --             --            --           (17.0)
                                           -------      ------         ------         -----         -------
     Cash provided by (used for)
       financing activities..............    357.9          --          (26.6)           --           331.3
Increase (decrease) in parent advances...   (163.1)       31.4          126.6           5.1              --
Effect of exchange rates on cash and cash
  equivalents............................       --          --            1.1            --             1.1
                                           -------      ------         ------         -----         -------
Net increase (decrease) in cash and cash
  equivalents............................      1.2         1.6           57.8            --            60.6
Cash and cash equivalents at beginning of
  year...................................     41.2        (0.6)           6.9            --            47.5
                                           -------      ------         ------         -----         -------
Cash and cash equivalents at end of
  period.................................  $  42.4      $  1.0         $ 64.7         $  --         $ 108.1
                                           =======      ======         ======         =====         =======
</TABLE>
 
(9) SUBSEQUENT EVENTS
 
     On November 19, 1998, the Company and CMI International, Inc. ("CMI")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which the Company will acquire CMI (the "Acquisition"). Pursuant to the
Merger Agreement, the Company will pay an aggregate of $605 million for CMI, of
which approximately $154 million will be used to repay or assume CMI's existing
indebtedness and the balance of which will be paid to the existing shareholders
of CMI. The merger consideration along with fees and expenses of the transaction
is expected to be financed through a combination of the proceeds of the New
Notes (as defined below) and a new senior secured bank facility of the Company.
The Acquisition is expected to be completed early in the first quarter of fiscal
1999.
 
                                       15
<PAGE>   16
               HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
             THREE AND NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
                                  (UNAUDITED)
                 (MILLIONS OF DOLLARS UNLESS OTHERWISE STATED)
 
(9) SUBSEQUENT EVENTS -- (CONTINUED)
     On December 14, 1998 the Company issued $250 million in aggregate principal
amount of 8 1/4% Senior Subordinated Notes due 2008 (the "New Notes"). The New
Notes are general unsecured obligations of the Company, subordinated in right of
payment to senior indebtedness of the Company, pari passu with an aggregate of
$250 million of the Company's 11% Notes and an aggregate of $400 million of the
Company's 9 1/8% Notes and senior in right of payment to any current or future
subordinated indebtedness of the Company. The New Notes are unconditionally
guaranteed, on a senior subordinated basis, as to the payment of principal,
premium, if any, and interest, jointly and severally by the Company's material
domestic subsidiaries. Interest on the New Notes is payable in arrears on June
15 and December 15 commencing June 15, 1999.
 
                                       16
<PAGE>   17
 
ITEM 2.
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
RESULTS OF OPERATIONS
 
Three Months Ended October 31, 1998 Compared to Three Months Ended October 31,
1997
 
     The Company's net sales for the third quarter of fiscal 1998 were $443.9
million, an increase of 20% as compared to net sales for the third quarter of
fiscal 1997. This increase was due to the additional sales contributed by the
recent acquisitions of Alumitech, Borlem, MIN-CER, N.F. Die and Kalyani and
higher sales in all of our European businesses and the Automotive Brake business
in North America.
 
     The Company's gross profit for the third quarter of fiscal 1998 increased
to $82.7 million or 18.6% of net sales as compared to $64.8 million or 17.5% of
net sales for the third quarter of fiscal 1997. This increase in margin percent
was due to improved productivity in all of the Company's businesses.
 
     Marketing, general and administrative expenses were $16.7 million or 3.8%
of net sales for the third quarter of fiscal 1998 as compared to $15.1 million
or 4.1% of net sales for the same period of fiscal 1997. This improvement in
marketing, general and administrative costs as a percent of sales was
attributable to savings realized as a result of combining the administrative
functions from the Lemmerz Acquisition and other recently completed
acquisitions.
 
     Engineering and product development costs were $5.7 million or 1.3% of net
sales for the third quarter of fiscal 1998 as compared to $3.2 million or 0.9%
of net sales for the second quarter of fiscal 1997. This increase in costs and
percent of net sales was attributable to additional costs incurred as a result
of the Lemmerz Acquisition and other recently completed acquisitions. The
Company believes that engineering and product development costs as a percent of
sales will improve even as these costs increase to successfully develop new
products and as expected savings are realized as a result of these acquisitions.
 
     Amortization of intangibles increased by $1.1 million to $4.6 million for
the third quarter of fiscal 1998. This increase is attributable to the increased
goodwill recognized as a result of the recent acquisitions of Alumitech, Borlem,
MIN-CER, N.F. Die and Kalyani.
 
     Interest expense decreased by $3.3 million to $22.4 million for the third
quarter of fiscal 1998. This decrease is attributable to improved interest rates
as a result of the Company's reduction in its leverage ratio.
 
Nine Months Ended October 31, 1998 Compared to Nine Months Ended October 31,
1997
 
     The Company's net sales for the first nine months of fiscal 1998 were
$1,240.8 million, an increase of 38% as compared to net sales for the first nine
months of fiscal 1997. This increase was due to the additional sales contributed
by Lemmerz, which was acquired effective June 30, 1997, sales contributed by the
recent acquisitions of Alumitech, Borlem, MIN-CER, N.F. Die and Kalyani and
higher sales in all of our European businesses and the Automotive Brake business
in North America. These increases were partially offset by the negative impact
of the GM strike.
 
     The Company's gross profit for the first nine months of fiscal 1998
increased to $216.7 million or 17.5% of net sales as compared to $149.6 million
or 16.7% of net sales for the first nine of fiscal 1997. This increase in margin
amount was achieved due to the increased revenues and improved productivity in
all of the Company's businesses despite the negative impact of the GM strike.
 
     Marketing, general and administrative expenses were $48.7 million or 3.9%
of net sales for the first nine months of fiscal 1998 as compared to $36.5
million or 4.1% of net sales for the same period of fiscal 1997. This
improvement in marketing, general and administrative costs as a percent of sales
was attributable to savings realized as a result of combining the administrative
functions from the Lemmerz Acquisition and other recently completed
acquisitions.
 
                                       17
<PAGE>   18
 
     Engineering and product development costs were $15.7 million or 1.3% of net
sales for the first nine months of fiscal 1998 as compared to $8.1 million or
0.9% of net sales for the first nine months of fiscal 1997. This increase in
costs and percent of net sales was attributable to additional costs incurred as
a result of the Lemmerz Acquisition and other recently completed acquisitions
and the negative impact of the GM strike. The Company believes that engineering
and product development costs as a percent of sales will improve even as these
costs increase to successfully develop new products and as expected savings are
realized as a result of these acquisitions.
 
     Amortization of intangibles increased by $4.1 million to $12.7 million for
the first nine months of fiscal 1998. This increase is attributable to the
increased goodwill recognized as a result of the Lemmerz Acquisition and the
recent acquisitions of Alumitech, Borlem, MIN-CER, N.F. Die and Kalyani.
 
     Interest expense was $69.4 million for the first nine months of fiscal
1998, an increase of $3.5 million over the same period of fiscal 1997. This
increase was due to the increase in debt as a result of the Lemmerz Acquisition
and the recent acquisitions of Alumitech, Borlem, MIN-CER, N.F. Die and Kalyani
offset by improved interest rates as a result of the Company's reduction in its
leverage ratio.
 
     The extraordinary loss for early extinguishment of debt represented the
write-off of deferred financing cash as a result of the refinancing of existing
debt in the second quarter of fiscal 1998. As a result of strong cash flow and
significantly improved credit position, the Company was able to restructure its
senior credit facility and fully repay certain of its outstanding term debt.
 
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's operations provided $72.6 million in cash in the first nine
months of fiscal 1998, an increase of $49.4 million over the same period of
fiscal 1997. This increase was due primarily to increased operating income
before noncash charges for depreciation, amortization and deferred taxes.
 
     Capital expenditures for the first nine months of fiscal 1998 were $88.9
million. These expenditures were primarily for additional machinery and
equipment to increase the production capacity at the Company's North American
and European Aluminum Wheel facilities to meet expected future customer
requirements for fabricated aluminum and FFCTM wheels. The Company anticipates
that capital expenditures for fiscal 1998 will be approximately $110 million
relating primarily to new vehicle platforms, cost reduction programs and
maintenance.
 
     As of October 31, 1998, the Company was party to a second amended and
restated credit agreement dated June 12, 1998 (the "Second 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
Second Amended and Restated Credit Agreement, a syndicate of lenders agreed to
lend to the Company up to $100 million in the form of a senior secured term loan
facility and up to $400 million in the form of a senior secured revolving credit
facility. Such term loan and revolving facilities are guaranteed by the Company
and all of its existing and future material domestic subsidiaries. Such term
loan and revolving facilities are secured by a first priority lien in
substantially all of the properties and assets of the Company and its material
domestic subsidiaries, now owned or acquired later, including a pledge of all of
the shares of certain of the Company's existing and future foreign subsidiaries.
As of October 31, 1998 there was $100 million outstanding under the term loan
facility and $280 million available under the revolving facility.
 
     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.
 
     At October 1998, 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
                                       18
<PAGE>   19
 
will remain in compliance with these covenants in all material respects through
the period ending October 31, 1999.
 
OTHER MATTERS
 
New Accounting Pronouncements
 
     On June 30, 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information", which introduces the ":management
approach" for segment reporting. This approach reflects management's
organization of the business segments and is consistent with how the Company and
its key decision-makers assess operating performance, make operating decisions
and allocate resources. This approach also considers the existence of managers
responsible for each business segment and how information is presented to the
Company's Board of Directors. The statement requires disclosures for each
segment that are similar to those currently required, with the adoption of
quarterly disclosure requirements, after initial year of application, and
geographic data by country. This statement will be adopted by the Company in its
January 31, 1999 consolidated financial statements.
 
     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Statement establishes 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. The
Statement requires 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. Statement 133 is effective for
fiscal years beginning after June 15, 1999. The Company anticipates adopting
this standard in its fiscal year 2000 and does not anticipate a material impact
on the Company's financial position or results of operations when adopted.
 
Year 2000
 
     The Company has developed plans to address its exposure in all critical
information technology ("IT") and non-IT systems to computer programs which
identify years with two digits instead of four. Such programs may recognize the
year 2000 as the year 1900. The Company is also assessing the year 2000
capabilities of its critical suppliers, customers and key service providers to
determine, to the extent possible, whether its operations will be adversely
impacted by these companies.
 
     The Company primarily relies on packaged software applications which are
year 2000 compliant. The Company has either tested these applications or expects
to have done so by the end of the first quarter of fiscal 1999. The Company is
also testing all internally developed IT software for the year 2000 compliance.
It is anticipated that this process will be substantially completed by the end
of the first quarter of fiscal 1999 and fully completed by the end of the second
quarter of fiscal 1999.
 
     The Company continues to assess all critical non-IT systems for year 2000
compliance. Non-IT systems include, among other things, manufacturing equipment,
telephone systems and heating and cooling systems. An inventory of all critical
non-IT systems and manufacturers to determine year 2000 compliance has been
prepared. This process was completed during the first quarter of fiscal 1998.
 
     As of October 31, 1998, the costs incurred directly related to becoming
year 2000 compliant are $3.0 million and the costs which are expected to be
incurred subsequent to October 31, 1998 are $2.0 million. The year 2000
remediation effort has not postponed any IT projects, the delay of which would
have a material adverse effect on the business, financial condition or results
of operations.
 
     The Company is not entirely year 2000 compliant at this time, but has
targeted the end of the third quarter of fiscal 1999 to have all critical
business and production processes ready. Although the Company is striving to be
completely year 2000 compliant, year 2000 issues may still negatively affect us.
Based on
 
                                       19
<PAGE>   20
 
progress to date, the management believes that such impact, if any, will not
have a material adverse impact on the business, financial condition or results
of operations. The Company cannot guarantee that this will be so.
 
     Although the Company has contacted critical suppliers, customers and key
service providers to determine their level of year 2000 compliance, a lack of
year 2000 readiness at these companies could adversely impact our operations.
The Company has developed a program for monitoring year 2000 risk in its supply
chain and has mailed "Supplier Year 2000 Self-Assessment" questionnaires to
critical suppliers and key service providers. The full extent of any such
adverse impact (if any) is impossible to determine. The Company is attempting to
mitigate any possible adverse impact by identifying alternate suppliers where
possible. The Company may also increase its inventory of crucial materials in
anticipation of possible disruptions.
 
     The Company is developing contingency plans for all critical business and
production processes. It is anticipated that these plans should be completed by
the end of the first quarter of fiscal 1999.
 
                                       20
<PAGE>   21
 
                           PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     None.
 
ITEM 2. CHANGES IN SECURITIES
 
     None
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
     None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
 
     None
 
ITEM 5. OTHER INFORMATION
 
     None.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
<TABLE>
<CAPTION>
        EXHIBIT NUMBER                               DESCRIPTION
        --------------                               -----------
        <C>                  <S>
             2.3             Agreement and Plan of Merger, dated November 19, 1998, among
                             Hayes Lemmerz International, Inc., HL-CMI Holding Co., CMI
                             International, Inc. and Ray H. Witt as Trustee of the Ray H.
                             Witt Living Trust Agreement dated December 2, 1981, as
                             amended and restated.
              27             Financial Data Schedule
</TABLE>
 
     (b) Reports on Form 8-K
 
          None.
 
                                       21
<PAGE>   22
 
                                   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/ D. N. VERMILYA
                                            ------------------------------------
                                            D. N. Vermilya
                                            Corporate Controller and Chief
                                              Accounting Officer
 
December 15, 1998
 
                                       22
<PAGE>   23
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                          SEQUENTIALLY
       EXHIBIT                                                                              NUMBERED
        NUMBER                                    DESCRIPTION                                 PAGE
       -------                                    -----------                             ------------
<S>                       <C>                                                             <C>
2.3                       Agreement and Plan of Merger, dated November 19, 1998, among
                          Hayes Lemmerz International, Inc., HL-CMI Holding Co., CMI
                          International, Inc. and Ray H. Witt as Trustee of the Ray H.
                          Witt Living Trust Agreement dated December 2, 1981, as
                          amended and restated.
27                        Financial Data Schedule
</TABLE>