##### Table of Contents









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 July 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 
[X]     No  [   ]

The number of shares of common
stock outstanding as of September 13, 2000, was 28,899,495
shares.









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TABLE OF CONTENTS



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

UNLESS OTHERWISE INDICATED, REFERENCES TO THE COMPANY
 MEAN HAYES LEMMERZ INTERNATIONAL, INC., AND ITS SUBSIDIARIES AND
 REFERENCE TO A FISCAL YEAR MEANS THE COMPANYS YEAR ENDED
JANUARY 31 OF THE FOLLOWING YEAR (E.G., FISCAL 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 |        | Six Months Ended
|                                                           |                                                       | July 31,           |        | July 31,        
|                                                           |                                                       |                    |        |                 
|                                                           |                                                       | 2000               |        | 1999             |  | 2000 |        | 1999
|                                                           |                                                       |                    |        |                  |  |      |        |     
|Net sales                                                  |                                                       | $                  | 542.8  |                  |  | $    | 544.4  |      |  | $ | 1,137.6 |       |  | $ | 1,132.3 |      
|                                                          
|                                                          
|                                                          
|                                                          
|Cost of goods sold                                         |                                                       |                    | 458.4  |                  |  |      | 450.3  |      |  |   | 951.3   |       |  |   | 932.1   |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                           | Gross profit                                          |                    |        | 84.4             |  |      |        | 94.1 |  |   |         | 186.3 |  |   |         | 200.2 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Marketing, general and administration                      |                                                       |                    | 24.0   |                  |  |      | 24.4   |      |  |   | 48.5    |       |  |   | 48.9    |      
|                                                          
|                                                          
|                                                          
|                                                          
|Engineering and product development                        |                                                       |                    | 3.2    |                  |  |      | 5.0    |      |  |   | 9.4     |       |  |   | 11.2    |      
|                                                          
|                                                          
|                                                          
|                                                          
|Amortization of intangibles                                |                                                       |                    | 7.1    |                  |  |      | 6.8    |      |  |   | 14.3    |       |  |   | 13.8    |      
|                                                          
|                                                          
|                                                          
|                                                          
|Other income                                               |                                                       |                    | (2.5   | )                |  |      | (4.1   | )    |  |   | (4.9    | )     |  |   | (4.8    | )    
|                                                          
|                                                          
|                                                          
|                                                          
|Equity in losses (earnings) of unconsolidated subsidiaries |                                                       |                    | 0.6    |                  |  |      | (0.6   | )    |  |   | (0.5    | )     |  |   | (0.3    | )    
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                           | Earnings from operations                              |                    |        | 52.0             |  |      |        | 62.6 |  |   |         | 119.5 |  |   |         | 131.4 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Interest expense, net                                      |                                                       |                    | 40.0   |                  |  |      | 38.5   |      |  |   | 78.8    |       |  |   | 78.0    |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                           | Earnings before taxes on income and minority interest |                    |        | 12.0             |  |      |        | 24.1 |  |   |         | 40.7  |  |   |         | 53.4  | 
|                                                          
|                                                          
|                                                          
|                                                          
|Income tax provision                                       |                                                       |                    | 5.0    |                  |  |      | 10.3   |      |  |   | 17.1    |       |  |   | 22.9    |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                           | Earnings before minority interest                     |                    |        | 7.0              |  |      |        | 13.8 |  |   |         | 23.6  |  |   |         | 30.5  | 
|                                                          
|                                                          
|                                                          
|                                                          
|Minority interest                                          |                                                       |                    | 0.5    |                  |  |      | 0.5    |      |  |   | 1.4     |       |  |   | 0.9     |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                           | Net income                                            |                    | $      | 6.5              |  |      | $      | 13.3 |  |   | $       | 22.2  |  |   | $       | 29.6  | 
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|Per share information:                                     |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|                                                          
|                                                          
|                                                          
|                                                          
|Basic net income per share                                 |                                                       | $                  | 0.21   |                  |  | $    | 0.44   |      |  | $ | 0.73    |       |  | $ | 0.98    |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|Basic average shares outstanding (in thousands)            |                                                       |                    | 30,357 |                  |  |      | 30,337 |      |  |   | 30,357  |       |  |   | 30,330  |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|Diluted net income per share                               |                                                       | $                  | 0.21   |                  |  | $    | 0.41   |      |  | $ | 0.73    |       |  | $ | 0.93    |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      
|Diluted average shares outstanding (in thousands)          |                                                       |                    | 30,446 |                  |  |      | 32,219 |      |  |   | 30,575  |       |  |   | 31,977  |      
|                                                           |                                                       |                    |        |                  |  |      |        |      |  |   |         |       |  |   |         |      

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)


|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |         |     |         | 
|------------------------------------ | ---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----------- | --- | ------- | ------- | ------- | --- | ------- | 
|                                     |                                                                                                      | July 31,                                                                                                                       |                                            | January 31,
|                                     |                                                                                                      | 2000                                                                                                                           |                                            | 2000       
|                                     |                                                                                                      |                                                                                                                                |                                            |            
|                                     |                                                                                                      | (Unaudited)                                                                                                                    |                                            |            
|                                    
|                                    
|                                    
|                                    
|Assets                               |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|Current assets:                      |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                                                                            |                                                                                                                                | $                                          | 16.6        |     |         | $       | 25.9    |    
|                                    
|                                    
|                                    
|                                    
|                                     | Receivables (less allowance of $5.5 million at July 31,
	 2000 and $6.3 million at January 31, 2000) |                                                                                                                                |                                            | 203.8       |     |         |         | 188.7   |    
|                                    
|                                    
|                                    
|                                    
|                                     | Inventory                                                                                            |                                                                                                                                |                                            | 211.4       |     |         |         | 175.6   |    
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses and other                                                                           |                                                                                                                                |                                            | 14.1        |     |         |         | 9.4     |    
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total current assets                       |             |     | 445.9   |         |         |     | 399.6   | 
|                                    
|                                    
|                                    
|                                    
|Property, plant and equipment, net   |                                                                                                      |                                                                                                                                | 1,187.4                                    |             |     |         | 1,178.4 |        
|                                    
|                                    
|                                    
|                                    
|Goodwill and other assets            |                                                                                                      |                                                                                                                                | 1,181.0                                    |             |     |         | 1,198.8 |        
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total assets                               |             | $   | 2,814.3 |         |         | $   | 2,776.8 | 
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|Liabilities and Stockholders Equity |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|Current liabilities:                 |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                    
|                                    
|                                    
|                                    
|                                     | Bank borrowings                                                                                      |                                                                                                                                | $                                          | 77.8        |     |         | $       | 73.6    |    
|                                    
|                                    
|                                    
|                                    
|                                     | Current portion of long-term debt                                                                    |                                                                                                                                |                                            | 70.0        |     |         |         | 69.6    |    
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable and accrued liabilities                                                             |                                                                                                                                |                                            | 469.0       |     |         |         | 583.9   |    
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total current liabilities                  |             |     | 616.8   |         |         |     | 727.1   | 
|                                    
|                                    
|                                    
|                                    
|                                     | Long-term debt                                                                                       |                                                                                                                                |                                            | 1,539.3     |     |         |         | 1,384.6 |    
|                                    
|                                    
|                                    
|                                    
|                                     | Pension and other long-term liabilities                                                              |                                                                                                                                |                                            | 288.9       |     |         |         | 316.3   |    
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred income taxes                                                                                |                                                                                                                                |                                            | 115.0       |     |         |         | 115.6   |    
|                                    
|                                    
|                                    
|                                    
|                                     | Minority interest                                                                                    |                                                                                                                                |                                            | 8.0         |     |         |         | 14.3    |    
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total liabilities                          |             |     | 2,568.0 |         |         |     | 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 27,707,919 at July 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 July 31, 2000 and January 31,
	 2000            |                                            |             |    |         |         |         |    |        
|                                    
|                                    
|                                    
|                                    
|                                     | Additional paid in capital                                                                           |                                                                                                                                |                                            | 237.1       |     |         |         | 237.1   |    
|                                    
|                                    
|                                    
|                                    
|                                     | Retained earnings                                                                                    |                                                                                                                                |                                            | 80.3        |     |         |         | 58.0    |    
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated other comprehensive loss                                                                 |                                                                                                                                |                                            | (71.4       | )   |         |         | (76.5   | )  
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total stockholders equity                 |             |     | 246.3   |         |         |     | 218.9   | 
|                                     |                                                                                                      |                                                                                                                                |                                            |             |     |         |         |        
|                                     |                                                                                                      |                                                                                                                                | Total liabilities and stockholders equity |             | $   | 2,814.3 |         |         | $   | 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


(Unaudited)


(Millions of Dollars)


|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |        |       |        |  
|---------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------- | ----- | ------ | ----- | ---- | ------ | ----- | ------ | -
|                                                                                               |                                                                                   |                                                 
|                                                                                               |                                                                                   | Six Months Ended                                
|                                                                                               |                                                                                   | July 31,                                        
|                                                                                               |                                                                                   |                                                 
|                                                                                               |                                                                                   | 2000                                             |                                       | 1999 
|                                                                                               |                                                                                   |                                                  |                                       |      
|Cash flows from operating activities:                                                          |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Net income                                                                                     |                                                                                   | $                                                | 22.2                                  |       |        | $     | 29.6 |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Adjustments to reconcile net income to net cash provided by (used
	 for) operating activities: |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Depreciation and tooling amortization                                             |                                                  |                                       | 59.1  |        |       |      | 56.4   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Amortization of intangibles                                                       |                                                  |                                       | 14.3  |        |       |      | 13.8   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Amortization of deferred financing fees                                           |                                                  |                                       | 3.2   |        |       |      | 4.3    |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Increase in deferred taxes                                                        |                                                  |                                       | 2.1   |        |       |      | 12.0   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Increase in minority interest                                                     |                                                  |                                       | 1.6   |        |       |      |       |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Equity in earnings of unconsolidated subsidiaries                                 |                                                  |                                       | (0.5  | )      |       |      | (0.3   | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Gain on disposal of assets/business                                               |                                                  |                                       |      |        |       |      | (8.0   | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Changes in operating assets and liabilities that increase
	(decrease) cash flows: |                                                  |                                       |       |        |       |      |        |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               |                                                                                   | Receivables                                      |                                       |       | 1.3    |       |      |        | (26.6 | )     
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               |                                                                                   | Inventories                                      |                                       |       | (38.9  | )     |      |        | (14.8 | )     
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               |                                                                                   | Prepaid expenses and other                       |                                       |       | (4.9   | )     |      |        | 4.1   |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               |                                                                                   | Accounts payable and accrued liabilities         |                                       |       | (106.1 | )     |      |        | (39.8 | )     
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               |                                                                                   | Other long-term liabilities                      |                                       |       | (20.5  | )     |      |        | (11.6 | )     
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                               |                                                                                   | Cash provided by (used for) operating activities |                                       |       | (67.1  | )     |      |        | 19.1  |       
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|Cash flows from investing activities:                                                          |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Acquisition of property, plant and equipment                                      |                                                  |                                       | (93.0 | )      |       |      | (79.4  | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Tooling expenditures                                                              |                                                  |                                       |      |        |       |      | (6.2   | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Purchase of businesses, net of cash received                                      |                                                  |                                       |      |        |       |      | (619.6 | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Increased investment in majority-owned subsidiary                                 |                                                  |                                       | (7.3  | )      |       |      |       |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Proceeds from disposal of assets/business                                         |                                                  |                                       |      |        |       |      | 40.0   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Other, net                                                                        |                                                  |                                       | 14.1  |        |       |      | (8.1   | )    
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                               |                                                                                   |                                                  | Cash used for investing activities    |       |        | (86.2 | )    |        |       | (673.3 | )
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|Cash flows from financing activities:                                                          |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Increase in bank borrowings and revolver                                          |                                                  |                                       | 167.4 |        |       |      | 585.8  |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Proceeds (payments) from accounts receivable securitization                       |                                                  |                                       | (25.0 | )      |       |      | 76.8   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Stock options exercised                                                           |                                                  |                                       |      |        |       |      | 0.1    |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Fees paid to issue long term debt                                                 |                                                  |                                       |      |        |       |      | (15.0  | )    
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                               |                                                                                   |                                                  | Cash provided by financing activities |       |        | 142.4 |      |        |       | 647.7  |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Effect of exchange rate changes on cash and cash equivalents                                   |                                                                                   |                                                  | 1.6                                   |       |        |       | (3.9 | )     
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                               | Decrease in cash and cash equivalents                                             |                                                  |                                       | (9.3  | )      |       |      | (10.4  | )    
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Cash and cash equivalents at beginning of year                                                 |                                                                                   |                                                  | 25.9                                  |       |        |       | 51.3 |       
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|Cash and cash equivalents at end of period                                                     |                                                                                   | $                                                | 16.6                                  |       |        | $     | 40.9 |       
|                                                                                               |                                                                                   |                                                  |                                       |       |        |       |      |       
|Supplemental data:                                                                             |                                                                                   |                                                  |                                       |       |        |       |      |       
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Cash paid for interest                                                            |                                                  | $                                     | 86.2  |        |       | $    | 66.7   |      
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                               | Cash paid for income taxes                                                        |                                                  | $                                     | 5.5   |        |       | $    | 9.6    |      

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 Six Months Ended July 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 July 31, 2000 and January 31, 2000, and the
results of its operations for the three and six months ended
July 31, 2000, and 1999 and cash flows for the six months
ended July 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 anticipates adopting 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:

|                |       |          |      |             |  |   |      |       | 
|--------------- | ----- | -------- | ---- | ----------- |  | - | ---- | ----- | 
|                |       | July 31, |      | January 31,
|                |       | 2000     |      | 2000       
|                |       |          |      |            
|Raw materials   |       | $        | 79.3 |             |  | $ | 62.3 |      
|               
|               
|               
|               
|Work-in-process |       |          | 57.3 |             |  |   | 55.9 |      
|               
|               
|               
|               
|Finished goods  |       |          | 74.8 |             |  |   | 57.4 |      
|                |       |          |      |             |  |   |      |      
|                | Total |          | $    | 211.4       |  |   | $    | 175.6 | 
|                |       |          |      |             |  |   |      |      

6



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial
Statements  (Continued)

Three and Six Months Ended July 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:

|                         |                                   |          |         |             |  |   |         |         | 
|------------------------ | --------------------------------- | -------- | ------- | ----------- |  | - | ------- | ------- | 
|                         |                                   | July 31, |         | January 31,
|                         |                                   | 2000     |         | 2000       
|                         |                                   |          |         |            
|Land                     |                                   | $        | 30.0    |             |  | $ | 30.1    |        
|                        
|                        
|                        
|                        
|Buildings                |                                   |          | 265.5   |             |  |   | 265.5   |        
|                        
|                        
|                        
|                        
|Machinery and equipment  |                                   |          | 1,206.4 |             |  |   | 1,151.6 |        
|                         |                                   |          |         |             |  |   |         |        
|                         |                                   |          | 1,501.9 |             |  |   | 1,447.2 |        
|                        
|                        
|                        
|                        
|Accumulated depreciation |                                   |          | (314.5  | )           |  |   | (268.8  | )      
|                         |                                   |          |         |             |  |   |         |        
|                         | Net property, plant and equipment |          | $       | 1,187.4     |  |   | $       | 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 six months ended
July 31, 2000 and 1999, were as follows:

|                                        |                            |              |        |            |  |      |        |        |  |  |        |        |  |  |        |        | 
|--------------------------------------- | -------------------------- | ------------ | ------ | ---------- |  | ---- | ------ | ------ |  |  | ------ | ------ |  |  | ------ | ------ | 
|                                        |                            |              |        |           
|                                        |                            | Three Months |        | Six Months
|                                        |                            | Ended        |        | Ended     
|                                        |                            |              |        |           
|                                        |                            | 2000         |        | 1999       |  | 2000 |        | 1999  
|                                        |                            |              |        |            |  |      |        |       
|Weighted average shares outstanding     |                            |              | 30,357 |            |  |      | 30,337 |        |  |  | 30,357 |        |  |  | 30,330 |       
|                                       
|                                       
|                                       
|                                       
|Dilutive effect of options and warrants |                            |              | 89     |            |  |      | 1,882  |        |  |  | 218    |        |  |  | 1,647  |       
|                                        |                            |              |        |            |  |      |        |        |  |  |        |        |  |  |        |       
|                                        | Diluted shares outstanding |              |        | 30,446     |  |      |        | 32,219 |  |  |        | 30,575 |  |  |        | 31,977 | 
|                                        |                            |              |        |            |  |      |        |        |  |  |        |        |  |  |        |       

(6)  Comprehensive Income

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

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

|                                   |                                   |      |      |      |  |   |       |       |  
|---------------------------------- | --------------------------------- | ---- | ---- | ---- |  | - | ----- | ----- | -
|                                   |                                   | 2000 |      | 1999
|                                   |                                   |      |      |     
|Net Income                         |                                   | $    | 22.2 |      |  | $ | 29.6  |      
|                                  
|                                  
|                                  
|                                  
|Cumulative translation adjustments |                                   |      | 5.1  |      |  |   | (50.2 | )    
|                                   |                                   |      |      |      |  |   |       |      
|                                   | Total comprehensive income (loss) |      | $    | 27.3 |  |   | $     | (20.6 | )
|                                   |                                   |      |      |      |  |   |       |      

(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 Six Months Ended July 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 six months ended
July 31:

|                  |       |         |       |            |  |              |       |         |  |      |      |      |  |   |      |      |  |   |         |         |  |   |         |         | 
|----------------- | ----- | ------- | ----- | ---------- |  | ------------ | ----- | ------- |  | ---- | ---- | ---- |  | - | ---- | ---- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                  |       |         |       |            |  |             
|                  |       | Revenue |       | Net Income |  | Total Assets
|                  |       |         |       |            |  |             
|                  |       | 2000    |       | 1999       |  | 2000         |       | 1999    |  | 2000 |      | 1999
|                  |       |         |       |            |  |              |       |         |  |      |      |     
|Automotive wheels |       | $       | 702.1 |            |  | $            | 648.3 |         |  | $    | 22.7 |      |  | $ | 23.8 |      |  | $ | 1,465.6 |         |  | $ | 1,401.5 |        
|                 
|                 
|                 
|                 
|Cast components   |       |         | 343.5 |            |  |              | 366.9 |         |  |      | 2.3  |      |  |   | 5.0  |      |  |   | 979.3   |         |  |   | 896.3   |        
|                 
|                 
|                 
|                 
|Other             |       |         | 92.0  |            |  |              | 117.1 |         |  |      | (2.8 | )    |  |   | 0.8  |      |  |   | 369.4   |         |  |   | 387.8   |        
|                  |       |         |       |            |  |              |       |         |  |      |      |      |  |   |      |      |  |   |         |         |  |   |         |        
|                  | Total |         | $     | 1,137.6    |  |              | $     | 1,132.3 |  |      | $    | 22.2 |  |   | $    | 29.6 |  |   | $       | 2,814.3 |  |   | $       | 2,685.6 | 
|                  |       |         |       |            |  |              |       |         |  |      |      |      |  |   |      |      |  |   |         |         |  |   |         |        

(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
	July 31, 2000, and January 31, 2000, and for the
	six-month periods ended July 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 Six Months Ended July 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 Six Months Ended July 31, 2000


|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |       | 
|------------------------------------------------------------- | ------------ | ------ | ----- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ----- | ----- |  | - | ----- | - |  | - | ------- | ----- | 
|                                                              |              |        |       | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                                              |              | Parent |       | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                                              |              |        |       |              |  |              |       |              |  |             
|Net sales                                                     |              | $      | 163.7 |              |  | $            | 346.8 |              |  | $            | 638.7 |       |  | $ | (11.6 | ) |  | $ | 1,137.6 |      
|                                                             
|                                                             
|                                                             
|                                                             
|Cost of goods sold                                            |              |        | 132.5 |              |  |              | 298.7 |              |  |              | 531.7 |       |  |   | (11.6 | ) |  |   | 951.3   |      
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      
|                                                              | Gross profit |        |       | 31.2         |  |              |       | 48.1         |  |              |       | 107.0 |  |   |       |  |  |   |         | 186.3 | 
|                                                             
|                                                             
|                                                             
|                                                             
|Marketing, general and Administration                         |              |        | 2.9   |              |  |              | 12.0  |              |  |              | 33.6  |       |  |   |      |   |  |   | 48.5    |      
|                                                             
|                                                             
|                                                             
|                                                             
|Engineering and product development                           |              |        | 0.9   |              |  |              | 3.9   |              |  |              | 4.6   |       |  |   |      |   |  |   | 9.4     |      
|                                                             
|                                                             
|                                                             
|                                                             
|Amortization of intangibles                                   |              |        | 0.5   |              |  |              | 4.1   |              |  |              | 9.7   |       |  |   |      |   |  |   | 14.3    |      
|                                                             
|                                                             
|                                                             
|                                                             
|Other expense (income), net                                   |              |        | (0.1  | )            |  |              | 0.2   |              |  |              | (5.0  | )     |  |   |      |   |  |   | (4.9    | )    
|                                                             
|                                                             
|                                                             
|                                                             
|Equity in earnings of unconsolidated subsidiaries             |              |        | (0.3  | )            |  |              | (0.2  | )            |  |              |      |       |  |   |      |   |  |   | (0.5    | )    
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      
|Earnings from operations                                      |              |        | 27.3  |              |  |              | 28.1  |              |  |              | 64.1  |       |  |   |      |   |  |   | 119.5   |      
|                                                             
|                                                             
|                                                             
|                                                             
|Interest expense, net                                         |              |        | 12.5  |              |  |              | 28.5  |              |  |              | 37.8  |       |  |   |      |   |  |   | 78.8    |      
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      
|Earnings (loss) before taxes on income, and minority interest |              |        | 14.8  |              |  |              | (0.4  | )            |  |              | 26.3  |       |  |   |      |   |  |   | 40.7    |      
|                                                             
|                                                             
|                                                             
|                                                             
|Income tax provision                                          |              |        | 3.3   |              |  |              | 2.1   |              |  |              | 11.7  |       |  |   |      |   |  |   | 17.1    |      
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      
|Earnings (loss) before minority interest                      |              |        | 11.5  |              |  |              | (2.5  | )            |  |              | 14.6  |       |  |   |      |   |  |   | 23.6    |      
|                                                             
|                                                             
|                                                             
|                                                             
|Minority interest                                             |              |        |      |              |  |              |      |              |  |              | 1.4   |       |  |   |      |   |  |   | 1.4     |      
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      
|Net income (loss)                                             |              | $      | 11.5  |              |  | $            | (2.5  | )            |  | $            | 13.2  |       |  | $ |      |   |  | $ | 22.2    |      
|                                                              |              |        |       |              |  |              |       |              |  |              |       |       |  |   |       |   |  |   |         |      

Condensed Consolidating Statements of Operations

For the Six Months Ended July 31, 1999


|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |       | 
|------------------------------------------------- | ------------------------------------------------------ | ------ | ----- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ----- | ----- |  | - | ---- | - |  | - | ------- | ----- | 
|                                                  |                                                        |        |       | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                                  |                                                        | Parent |       | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                                  |                                                        |        |       |              |  |              |       |              |  |             
|Net sales                                         |                                                        | $      | 165.6 |              |  | $            | 359.4 |              |  | $            | 608.8 |       |  | $ | (1.5 | ) |  | $ | 1,132.3 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Cost of goods sold                                |                                                        |        | 140.2 |              |  |              | 298.8 |              |  |              | 494.6 |       |  |   | (1.5 | ) |  |   | 932.1   |      
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      
|                                                  | Gross profit                                           |        |       | 25.4         |  |              |       | 60.6         |  |              |       | 114.2 |  |   |      |  |  |   |         | 200.2 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Marketing, general and Administration             |                                                        |        | 3.0   |              |  |              | 11.7  |              |  |              | 34.2  |       |  |   |     |   |  |   | 48.9    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Engineering and product development               |                                                        |        | 2.8   |              |  |              | 3.4   |              |  |              | 5.0   |       |  |   |     |   |  |   | 11.2    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of intangibles                       |                                                        |        | 0.8   |              |  |              | 4.0   |              |  |              | 9.0   |       |  |   |     |   |  |   | 13.8    |      
|                                                 
|                                                 
|                                                 
|                                                 
|Other income, net                                 |                                                        |        | (3.0  | )            |  |              | (1.6  | )            |  |              | (0.2  | )     |  |   |     |   |  |   | (4.8    | )    
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in earnings of unconsolidated subsidiaries |                                                        |        | (0.3  | )            |  |              |      |              |  |              |      |       |  |   |     |   |  |   | (0.3    | )    
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      
|                                                  | Earnings from operations                               |        |       | 22.1         |  |              |       | 43.1         |  |              |       | 66.2  |  |   |      |  |  |   |         | 131.4 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense, net                             |                                                        |        | 15.3  |              |  |              | 27.6  |              |  |              | 35.1  |       |  |   |     |   |  |   | 78.0    |      
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      
|                                                  | Earnings before taxes on income, and minority interest |        |       | 6.8          |  |              |       | 15.5         |  |              |       | 31.1  |  |   |      |  |  |   |         | 53.4  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax provision (benefit)                    |                                                        |        | (0.2  | )            |  |              | 6.1   |              |  |              | 17.0  |       |  |   |     |   |  |   | 22.9    |      
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      
|                                                  | Earnings before minority interest                      |        |       | 7.0          |  |              |       | 9.4          |  |              |       | 14.1  |  |   |      |  |  |   |         | 30.5  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |                                                        |        |      |              |  |              | 0.2   |              |  |              | 0.7   |       |  |   |     |   |  |   | 0.9     |      
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      
|Net income                                        |                                                        | $      | 7.0   |              |  | $            | 9.2   |              |  | $            | 13.4  |       |  | $ |     |   |  | $ | 29.6    |      
|                                                  |                                                        |        |       |              |  |              |       |              |  |              |       |       |  |   |      |   |  |   |         |      

9



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial
Statements  (Continued)

Three and Six Months Ended July 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)




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


Condensed Consolidating Balance Sheet

As of July 31, 2000


|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |         | 
|--------------------------------------------- | ------------------------------------------ | ------ | ------- | ------------ |  | ------------ | ----- | ------------ |  | ------------ | ------- | ------- |  | - | -------- | -------- | - | - | ------- | ------- | 
|                                              |                                            |        |         | Guarantor    |  | Nonguarantor |       |              |  | Consolidated
|                                              |                                            | Parent |         | Subsidiaries |  | Subsidiaries |       | Eliminations |  | Total       
|                                              |                                            |        |         |              |  |              |       |              |  |             
|Cash and cash equivalents                     |                                            | $      | 7.6     |              |  | $            | 0.2   |              |  | $            | 8.8     |         |  | $ |         |          |   | $ | 16.6    |        
|                                             
|                                             
|                                             
|                                             
|Receivables                                   |                                            |        | 24.8    |              |  |              | 12.4  |              |  |              | 166.6   |         |  |   |         |          |   |   | 203.8   |        
|                                             
|                                             
|                                             
|                                             
|Inventories                                   |                                            |        | 36.2    |              |  |              | 60.2  |              |  |              | 115.0   |         |  |   |         |          |   |   | 211.4   |        
|                                             
|                                             
|                                             
|                                             
|Prepaid expenses and other                    |                                            |        | 3.1     |              |  |              | 5.9   |              |  |              | 15.9    |         |  |   | (10.8    | )        |   |   | 14.1    |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current assets                       |        |         | 71.7         |  |              |       | 78.7         |  |              |         | 306.3   |  |   |          | (10.8    | ) |   |         | 445.9   | 
|                                             
|                                             
|                                             
|                                             
|Property, plant and equipment, net            |                                            |        | 160.9   |              |  |              | 337.8 |              |  |              | 688.7   |         |  |   |         |          |   |   | 1,187.4 |        
|                                             
|                                             
|                                             
|                                             
|Goodwill and other assets                     |                                            |        | 1,470.9 |              |  |              | 302.9 |              |  |              | 669.9   |         |  |   | (1,262.7 | )        |   |   | 1,181.0 |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total assets                               |        | $       | 1,703.5      |  |              | $     | 719.4        |  |              | $       | 1,664.9 |  |   | $        | (1,273.5 | ) |   | $       | 2,814.3 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|Bank borrowings                               |                                            | $      |        |              |  | $            |      |              |  | $            | 77.8    |         |  | $ |         |          |   | $ | 77.8    |        
|                                             
|                                             
|                                             
|                                             
|Current portion of long-term debt             |                                            |        | 60.7    |              |  |              |      |              |  |              | 9.3     |         |  |   |         |          |   |   | 70.0    |        
|                                             
|                                             
|                                             
|                                             
|Accounts payable and accrued liabilities      |                                            |        | 81.9    |              |  |              | 89.7  |              |  |              | 298.8   |         |  |   | (1.4     | )        |   |   | 469.0   |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total current liabilities                  |        |         | 142.6        |  |              |       | 89.7         |  |              |         | 385.9   |  |   |          | (1.4     | ) |   |         | 616.8   | 
|                                             
|                                             
|                                             
|                                             
|Long-term debt, net of current portion        |                                            |        | 1,431.3 |              |  |              |      |              |  |              | 108.0   |         |  |   |         |          |   |   | 1,539.3 |        
|                                             
|                                             
|                                             
|                                             
|Deferred income taxes                         |                                            |        | 18.4    |              |  |              | 28.5  |              |  |              | 68.1    |         |  |   |         |          |   |   | 115.0   |        
|                                             
|                                             
|                                             
|                                             
|Pension and other long-term liabilities       |                                            |        | 79.1    |              |  |              | 53.9  |              |  |              | 155.9   |         |  |   |         |          |   |   | 288.9   |        
|                                             
|                                             
|                                             
|                                             
|Minority interest                             |                                            |        |        |              |  |              |      |              |  |              | 8.0     |         |  |   |         |          |   |   | 8.0     |        
|                                             
|                                             
|                                             
|                                             
|Parent loans                                  |                                            |        | (197.3  | )            |  |              | 316.4 |              |  |              | (106.4  | )       |  |   | (12.7    | )        |   |   |        |        
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities                          |        |         | 1,474.1      |  |              |       | 488.5        |  |              |         | 619.5   |  |   |          | (14.1    | ) |   |         | 2,568.0 | 
|                                             
|                                             
|                                             
|                                             
|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)       |                                            |        | (49.5   | )            |  |              | 122.2 |              |  |              | 137.6   |         |  |   | (130.0   | )        |   |   | 80.3    |        
|                                             
|                                             
|                                             
|                                             
|Accumulated other comprehensive income (loss) |                                            |        | 26.7    |              |  |              |      |              |  |              | (98.1   | )       |  |   |         |          |   |   | (71.4   | )      
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total stockholders equity                 |        |         | 229.4        |  |              |       | 230.9        |  |              |         | 1,045.4 |  |   |          | (1,259.4 | ) |   |         | 246.3   | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        
|                                              | Total liabilities and stockholders equity |        | $       | 1,703.5      |  |              | $     | 719.4        |  |              | $       | 1,664.9 |  |   | $        | (1,273.5 | ) |   | $       | 2,814.3 | 
|                                              |                                            |        |         |              |  |              |       |              |  |              |         |         |  |   |          |          |   |   |         |        

10



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial
Statements  (Continued)

Three and Six Months Ended July 31, 2000 and 1999


(Unaudited)


(Millions of Dollars Unless Otherwise Stated)


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

Condensed Consolidating Balance Sheet

As of 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   | 
|                                             
|                                             
|                                             
|                                             
|Property, plant and equipment, net            |                                            |        | 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



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial
Statements  (Continued)

Three and Six Months Ended July 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 six months ended July 31, 2000


|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |       |       |  
|----------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------- | ------ | ------------ | ----- | ------------ | ----- | ------------ | ----- | ------------ | ---- | ----- | ----- | - | - | - | - | - | ----- | ----- | ----- | -
|                                                      |                                                      |                                                      |        | Guarantor    |       | Nonguarantor |       |              |       | Consolidated
|                                                      |                                                      | Parent                                               |        | Subsidiaries |       | Subsidiaries |       | Eliminations |       | Total       
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |             
|Cash flows provided by (used in) operating activities |                                                      | $                                                    | 10.2   |              |       | $            | (70.3 | )            |       | $            | (7.0 | )     |       | $ |  |   |   | $ | (67.1 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from investing activities:                 |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of property, plant and equipment         |                                                      |        | (6.4         | )     |              |       | (13.8        | )     |              |      | (72.8 | )     |   |   |  |   |   |       | (93.0 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Increased investment in majority-owned subsidiary    |                                                      |        |             |       |              |       |             |       |              |      | (7.3  | )     |   |   |  |   |   |       | (7.3  | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other, net                                           |                                                      |        | 12.7         |       |              |       | (6.9         | )     |              |      | 8.3   |       |   |   |  |   |   |       | 14.1  |      
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|                                                      |                                                      | Cash provided by (used in) investing activities      |        |              | 6.3   |              |       |              | (20.7 | )            |      |       | (71.8 | ) |   |   |  |   |       |       | (86.2 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from financing activities:                 |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net change in bank borrowings and revolver           |                                                      |        | 145.0        |       |              |       |             |       |              |      | 22.4  |       |   |   |  |   |   |       | 167.4 |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net proceeds from accounts receivable securitization |                                                      |        | (25.0        | )     |              |       |             |       |              |      |      |       |   |   |  |   |   |       | (25.0 | )    
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|                                                      |                                                      | Cash provided by financing activities                |        |              | 120.0 |              |       |              |      |              |      |       | 22.4  |   |   |   |  |   |       |       | 142.4 |  
|                                                     
|                                                     
|                                                     
|                                                     
|Increase (decrease) in parent loans and advances      |                                                      |                                                      | (135.7 | )            |       |              | 91.1  |              |       |              | 44.6 |       |       |   |  |   |   |   |      |      
|                                                     
|                                                     
|                                                     
|                                                     
|Effect of exchange rates of cash and cash equivalents |                                                      |                                                      |       |              |       |              |      |              |       |              | 1.6  |       |       |   |  |   |   |   | 1.6   |      
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|                                                      |                                                      | Net increase (decrease) in cash and cash equivalents |        |              | 0.8   |              |       |              | 0.1   |              |      |       | (10.2 | ) |   |   |  |   |       |       | (9.3  | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash and cash equivalents at beginning of period      |                                                      |                                                      | 6.8    |              |       |              | 0.1   |              |       |              | 19.0 |       |       |   |  |   |   |   | 25.9  |      
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      
|Cash and cash equivalents at end of period            |                                                      | $                                                    | 7.6    |              |       | $            | 0.2   |              |       | $            | 8.8  |       |       | $ |  |   |   | $ | 16.6  |      
|                                                      |                                                      |                                                      |        |              |       |              |       |              |       |              |      |       |       |   |   |   |   |   |       |      

12



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES


Notes to Consolidated Financial
Statements  (Continued)

Three and Six Months Ended July 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 six months ended July 31, 1999


|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |        |       |  
|----------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------- | ---- | ------------ | ----- | ------------ | ----- | ------------ | - | ------------ | ----- | ----- | ---- | - | - | - | - | - | ---- | ------ | ----- | -
|                                                      |                                                      |                                                      |      | Guarantor    |       | Nonguarantor |       |              |   | Consolidated
|                                                      |                                                      | Parent                                               |      | Subsidiaries |       | Subsidiaries |       | Eliminations |   | Total       
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |             
|Cash flows provided by (used in) operating activities |                                                      | $                                                    | (0.5 | )            |       | $            | (19.1 | )            |   | $            | 38.7  |       |      | $ |  |   |   | $ | 19.1 |       
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from investing activities:                 |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of property, plant and equipment         |                                                      |      | (16.7        | )     |              |       | (22.8        | ) |              |       | (39.9 | )    |   |   |  |   |   |      | (79.4  | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Acquisition of tooling                               |                                                      |      | (6.2         | )     |              |       |             |   |              |       |      |      |   |   |  |   |   |      | (6.2   | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Purchase of businesses, net of cash                  |                                                      |      | (605.0       | )     |              |       |             |   |              |       | (14.6 | )    |   |   |  |   |   |      | (619.6 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Proceeds from sale of business                       |                                                      |      |             |       |              |       | 2.6          |   |              |       | 37.4  |      |   |   |  |   |   |      | 40.0   |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other, net                                           |                                                      |      | 20.9         |       |              |       | (7.2         | ) |              |       | (21.8 | )    |   |   |  |   |   |      | (8.1   | )    
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|                                                      | Cash used in investing activities                    |                                                      |      | (607.0       | )     |              |       | (27.4        | ) |              |       | (38.9 | )    |   |   |  |   |   |      | (673.3 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|Cash flows from financing activities:                 |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net change in bank borrowings and revolver           |                                                      |      | 513.9        |       |              |       |             |   |              |       | 71.9  |      |   |   |  |   |   |      | 585.8  |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Fees paid to issue long term debt                    |                                                      |      | (15.0        | )     |              |       |             |   |              |       |      |      |   |   |  |   |   |      | (15.0  | )    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Stock options exercised                              |                                                      |      | 0.1          |       |              |       |             |   |              |       |      |      |   |   |  |   |   |      | 0.1    |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net proceeds from accounts receivable securitization |                                                      |      | 76.8         |       |              |       |             |   |              |       |      |      |   |   |  |   |   |      | 76.8   |      
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|                                                      |                                                      | Cash provided by financing activities                |      |              | 575.8 |              |       |              |  |              |       |       | 71.9 |   |   |   |  |   |      |        | 647.7 |  
|                                                     
|                                                     
|                                                     
|                                                     
|Increase (decrease) in parent loans and advances      |                                                      |                                                      | 12.2 |              |       |              | 46.5  |              |   |              | (58.7 | )     |      |   |  |   |   |   |     |       
|                                                     
|                                                     
|                                                     
|                                                     
|Effect of exchange rates of cash and cash equivalents |                                                      |                                                      |     |              |       |              |      |              |   |              | (3.9  | )     |      |   |  |   |   |   | (3.9 | )     
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|                                                      |                                                      | Net increase (decrease) in cash and cash equivalents |      |              | (19.5 | )            |       |              |  |              |       |       | 9.1  |   |   |   |  |   |      |        | (10.4 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Cash and cash equivalents at beginning of period      |                                                      |                                                      | 23.3 |              |       |              | 0.1   |              |   |              | 27.9  |       |      |   |  |   |   |   | 51.3 |       
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       
|Cash and cash equivalents at end of period            |                                                      | $                                                    | 3.8  |              |       | $            | 0.1   |              |   | $            | 37.0  |       |      | $ |  |   |   | $ | 40.9 |       
|                                                      |                                                      |                                                      |      |              |       |              |       |              |   |              |       |       |      |   |   |   |   |   |      |       

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

Results of Operations

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

The Companys net sales for the second quarter of fiscal
2000 were $542.8 million compared to net sales of
$544.4 million for the second quarter of fiscal 1999. Higher
 sales in the North American and European Wheel Groups were
offset by lower sales in the North American Commercial Highway
business due to softening market conditions. Additionally, sales
were negatively impacted due to the Euro weakening against the
Dollar by approximately 11% in the second quarter of fiscal 2000
as compared to the second quarter of fiscal 1999.

The Companys gross profit margin for the second quarter of
fiscal 2000 decreased to $84.4 million or 15.5% of net sales
 as compared to $94.1 million or 17.3% of net sales for the
second quarter of fiscal 1999. The Companys second quarter
gross profit margin was negatively impacted by the reduction in
the North American Commercial Highway sales, the weakening Euro
against the Dollar and launch costs related to new model
production start-up.

Marketing, general and administrative expenses were consistent
for the comparative quarters at $24.0 million or 4.4% of net
 sales for the second quarter of fiscal 2000 as compared to
$24.4 million or 4.5% for the second quarter of fiscal 1999.

Engineering and product development costs were $3.2 million
or 0.6% of net sales for the second quarter of fiscal 2000 as
compared to $5.0 million or 0.9% of net sales for the second
 quarter of fiscal 1999. This improvement principally reflects
the timing associated with recovery of engineering and
development costs from our customers.

Other income was $2.5 million for the second quarter of
fiscal 2000, a decrease of $1.6 million from
$4.1 million for the same period in fiscal 1999. In the
second quarter of fiscal 1999, other income included gains on the
 sale of a joint venture interest and other assets.

Equity in losses (earnings) of unconsolidated subsidiaries
decreased $1.2 million to $0.6 million of losses for
the second quarter of fiscal 2000 as compared to
$0.6 million of earnings for the same period in fiscal 1999.
 The majority of this decrease was due to the Companys
Mexico joint venture, which is a 40% owned joint venture
producing both steel and aluminum wheels for the light vehicle
market in North America.

Interest expense was $40.0 million for the second quarter of
 fiscal 2000, an increase of $1.5 million over
$38.5 million for the same period of fiscal 1999. This
increase was due primarily to the increase in interest rates.

Six Months Ended July 31, 2000 Compared to Six Months
Ended July 31, 1999

The Companys net sales for the first half of fiscal 2000
were $1,137.6 million, an increase of 0.5%, as compared to
net sales of $1,132.3 million for the first half of fiscal
1999. This increase was due to higher sales in the North American
 and European Wheel Groups offset by lower sales in the North
American Commercial Highway business due to softening marketing
conditions and the weakening of the Euro against the Dollar by
approximately 11%.

The Companys gross profit for the first half of fiscal 2000
 decreased to $186.3 million or 16.4% of net sales as
compared to $200.2 million or 17.7% of net sales for the
first half of fiscal 1999. This decrease reflects the negative
impact of soft market conditions in the North American Commercial
 Highway business and the devaluation of the Euro against the
Dollar.

Engineering and product development costs were $9.4 million
or 0.8% of net sales for the first half of fiscal 2000 as
compared to $11.2 million or 1.0% of net sales for the first
 half of fiscal 1999. The improvement results principally from
the timing of engineering and development cost recoveries.

14



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##### Table of Contents



Equity in earnings of unconsolidated subsidiaries was
$0.5 million for the first half of fiscal 2000, a
$0.2 million increase over the first half of fiscal 1999.
The increase is due to earnings from the Companys Mexico
joint venture, which is a 40% owned joint venture producing both
steel and aluminum wheels for the light vehicle market in North
America.

Financial Condition, Liquidity and Capital Resources

The Companys operations used $67.1 million in cash in
the first half of fiscal 2000, an increase of $86.2 million
over the same period of fiscal 1999. This increase was due
primarily to timing of payments to suppliers and higher
inventories.

Capital expenditures for the first six months of fiscal 2000 were
 $93.0 million. These expenditures were primarily for
additional machinery and equipment to improve productivity, to
increase production capacity and to meet expected requirements
for our products. The Company anticipates capital expenditures
for fiscal 2000 will be approximately $190.0 million
relating primarily to new vehicle platforms, capacity increases
worldwide to meet the growing demand for the Companys
products, cost reduction programs and the funding of new programs
 associated with the acquisition of CMI International, Inc.

On February 3, 1999, the Company entered into a third
amended and restated credit agreement (the Third Amended
and Restated Credit Agreement). 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 in substantially
all of the properties and assets of the Company and its material
domestic subsidiaries, now owned or acquired later, including a
pledge of all of the shares of certain of the Companys
existing and future domestic subsidiaries and 65% of the shares
of certain of our existing and future foreign subsidiaries. As of
 July 31, 2000 there was $420 million outstanding under
 the term loan facilities and $478.1 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.

During the second quarter, the Board of Directors approved the
repurchase of up to an aggregate of $30.0 million of the
Companys outstanding common stock. Through August 31,
2000, the Company has repurchased approximately 1.3 million
shares of its common stock for an aggregate purchase price of
approximately $18.1 million.

At July 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
in all material respects through the period ending July 31,
2001.






Item 3.  Quantitative and Qualitative Disclosures
about Market Risk


For the period ended July 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.

15



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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. At the Annual Meeting, the following matters
 were proposed and voted upon by the Companys stockholders
(including the number of votes cast for, against or withheld, as
well as the number of abstentions for each such matter):



| |    |                                                                                                                                                                                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | To elect three Class 1 Directors (nominees were Anthony
	Grillo, Horst Kukwa-Lemmerz and Jeffrey Lightcap) to serve until
	the Companys 2003 Annual Meeting of Stockholder. The number
	 of votes cast with respect to this matter were as follows:

|                    |  |     |            |          |  |  |           | 
|------------------- |  | --- | ---------- | -------- |  |  | --------- | 
|Nominee             |  | For |            | Withheld
|                    |  |     |            |         
|Anthony Grillo      |  |     | 22,606,441 |          |  |  | 1,139,511 | 
|                   
|                   
|                   
|                   
|Horst Kukwa-Lemmerz |  |     | 23,326,642 |          |  |  | 419,310   | 
|                   
|                   
|                   
|                   
|Jeffrey Lightcap    |  |     | 23,365,906 |          |  |  | 380,046   | 



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The terms of office of each of the following directors also
	continued after the meeting: Ranko Cucuz, Cleveland A.
	Christophe, Andrew R. Heyer, Paul S. Levy, Wienand
	Meilicke, John S. Rodewig, Ray H. Witt and David Ying.



| |    |                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | To approve the adoption of the Companys Amended and
	Restated Annual Performance Plan. The number of votes cast with
	respect to this matter were as follows:

For: 
23,341,109       Against: 
 376,911       Abstain: 
27,932



| |    |                                                                                                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------
| | 3. | To approve the amendment of the Companys 1996 Stock Option
	Plan. The number of votes cast with respect to this matter were
	as follows:

For: 
22,248,347       Against: 

1,466,521       Abstain: 
 31,084



| |    |                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | To ratify the appointment of KPMG LLP as the Companys
	independent auditors for the fiscal year ending January 31,
	2001. The number of votes cast with respect to this matter were
	as follows:

For: 
23,684,902       Against: 
 36,817       Abstain: 
24,233

There were no broker held non-voted shares represented at the
Annual Meeting with respect to any of the foregoing matters.






Item 5.  Other Information


None

16



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##### Table of Contents



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

|               |    |             |  |                        
|-------------- | -- | ----------- |  | -----------------------
|Exhibit Number |    | Description
|               |    |            
|               | 27 |             |  | Financial Data Schedule

17



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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/ D. N. VERMILYA

| |                                                  
| | -------------------------------------------------
| |                                                  
| | D. N. Vermilya                                   
| | Corporate Controller and Chief Accounting Officer

September 13, 2000

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##### Table of Contents








EXHIBIT INDEX


|        |    |             |  |                        
|------- | -- | ----------- |  | -----------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 27 |             |  | Financial Data Schedule

19