________________________________________________________________________________
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 19992000
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.)
Delaware
(State or other Jurisdiction of
Incorporation or Organization)
13-3384636
(IRS Employer Identification No.)
15300 CENTENNIAL DRIVE
NORTHVILLE, MICHIGAN 48167
(Address of Principal Executive Offices)(Zip Code)
Registrant’sRegistrant’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 14, 1999,13, 2000, was 30,336,69528,899,495 shares.


HAYES LEMMERZ INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
Page
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION:
Item 1.
 Financial Statements
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements ofOf Operations
3
Consolidated Balance Sheets
4
Consolidated Statements of Cash Flows
5
Notes to Consolidated Financial Statements
6
Item 2.

	Management’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
 Quantitative and Qualitative Disclosures about Market Risk
19
PART II. OTHER INFORMATION:INFORMATION
Item 1.
 Legal Proceedings
20
Item 2.
 Changes in Securities and Use of Proceeds
20
Item 3.
 Defaults uponUpon Senior Securities
20
Item 4.
 Submission of Matters to a Vote of Security-HoldersSecurity Holders
Item 5. Other Information
SIGNATURES
EXHIBIT INDEX
Financial Data Schedule
HAYES LEMMERZ INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page
20
PART I. FINANCIAL INFORMATION
Item  5.1.

	Other InformationFinancial Statements
20
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
2017
SignaturesSIGNATURES
2118
           UNLESS OTHERWISE INDICATED, REFERENCES TO THE “COMPANY”“COMPANY” MEAN HAYES LEMMERZ INTERNATIONAL, INC., AND ITS SUBSIDIARIES AND REFERENCE TO A FISCAL YEAR MEANS THE COMPANY’SCOMPANY’S YEAR ENDED JANUARY 31 OF THE FOLLOWING YEAR (E.G., FISCAL 19992000 MEANS THE PERIOD BEGINNING FEBRUARY 1, 1999,2000, AND ENDING JANUARY 31, 2000)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’SCOMPANY’S INDUSTRY INCREASES SIGNIFICANTLY; (2) GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN EXPECTED; (3) THE COMPANY’SCOMPANY’S DEPENDENCE ON THE AUTOMOTIVE INDUSTRY (WHICH HAS HISTORICALLY BEEN CYCLICAL); (4) CHANGES IN THE FINANCIAL MARKETS AFFECTING THE COMPANY’SCOMPANY’S FINANCIAL STRUCTURE AND THE COMPANY’SCOMPANY’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

Item 1.  Financial Statements
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements ofOf Operations
(Millions of dollars, except share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
July 31,
July 31,
1999
1998
1999
1998

	Net sales
$
544.4
$
383.0
$
1,132.3
$
796.9

	Cost of goods sold
450.3
321.1
932.1
662.9

	Gross profit
94.1
61.9
200.2
134.0

	Marketing, general and administration
24.4
16.8
48.9
32.0

	Engineering and product development
5.0
5.6
11.2
10.0

	Amortization of intangibles
6.8
4.2
13.8
8.1

	Other income
(3.1
)
(1.4
)
(3.8
)
(2.1
)

	Equity in earnings of unconsolidated subsidiaries
(1.6
)
(0.4
)
(1.3
)
(1.0
)

	Earnings from operations
62.6
37.1
131.4
87.0

	Interest expense, net
38.5
22.8
78.0
47.0

	Earnings before taxes on income, minority

	interest and extraordinary loss
24.1
14.3
53.4
40.0

	Income tax provision
10.3
6.0
22.9
16.8

	Earnings before minority interest and

	extraordinary loss
13.8
8.3
30.5
23.2

	Minority interest
0.5
0.8
0.9
1.0

	Earnings before extraordinary loss
13.3
7.5
29.6
22.2

	Extraordinary loss, net of tax of $6.0
—
(8.3
)
—
(8.3
)

	Net income (loss)
$
13.3
$
(0.8
)
$
29.6
$
13.9

	Basic earnings per share information:

	Earnings before extraordinary loss
$
0.44
$
0.25
$
0.98
$
0.74

	Extraordinary loss, net of tax
—
(0.28
)
—
(0.28
)

	Basic net income (loss) per share
$
0.44
$
(0.03
)
$
0.98
$
0.46

	Diluted earnings per share information:

	Earnings before extraordinary loss
$
0.41
$
0.23
$
0.93
$
0.68

	Extraordinary loss, net of tax
—
(0.25
)
—
(0.25
)

	Diluted net income (loss) per share
$
0.41
$
(0.02
)
$
0.93
$
0.43
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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






HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
July 31,
January 31,
1999
1999
(Unaudited)
Assets

	Current assets:

	Cash and cash equivalents
$
40.9
$
51.3

	Receivables (less allowance of $6.3 million at July 31,
	 1999 and $4.0 million at January 31, 1999)
178.5
181.6

	Inventory
195.3
166.6

	Prepaid expenses and other
16.9
22.8

	Total current assets
431.6
422.3

	Property, plant and equipment, net
1,099.3
878.0

	Goodwill and other assets
1,154.7
810.6

	Total assets
$
2,685.6
$
2,110.9
Liabilities and Stockholders’ Equity

	Current liabilities:

	Bank borrowings
$
102.5
$
44.8

	Current portion of long-term debt
11.3
12.3

	Accounts payable and accrued liabilities
453.7
456.7

	Total current liabilities
567.5
513.8

	Long-term debt
1,490.0
976.1

	Pension and other long-term liabilities
326.1
329.1

	Deferred income taxes
88.7
58.4

	Minority interest
12.8
12.6

	Total liabilities
2,485.1
1,890.0

	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 27,687,669 at July 31, 1999 and 27,675,209 at
	January 31, 1999
0.3
0.3

	Nonvoting — authorized 5,000,000 shares; issued and
	outstanding, 2,649,026 at July 31, 1999 and January 31,
	 1999
—
—

	Additional paid in capital
237.0
236.8

	Retained earnings (accumulated deficit)
22.5
(7.1
)

	Accumulated other comprehensive income
(59.3
)
(9.1
)

	Total stockholders’ equity
200.5
220.9

	Total liabilities and stockholders’ equity
$
2,685.6
$
2,110.9

See accompanying notes to consolidated financial statements.

4






HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Millions of Dollars)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
July 31,
1999
1998

	Cash flows from operating activities:

	Net income
$
29.6
$
13.9

	Adjustments to reconcile net income to net cash provided by
	operating activities:

	Depreciation and tooling amortization
56.4
32.7

	Amortization of intangibles
13.8
8.6

	Amortization of deferred financing fees
4.3
2.9

	Increase in deferred taxes
12.0
8.5

	Increase in minority interest
—
3.2

	Equity in earnings of subsidiaries
(1.3
)
(1.0
)

	Extraordinary loss
—
14.4

	Gain on disposal of assets/business
(8.0
)
—

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

	Receivables
(26.6
)
1.7

	Inventories
(14.8
)
(15.8
)

	Prepaid expenses and other
4.1
1.4

	Accounts payable and accrued liabilities
(39.8
)
(2.4
)

	Other long-term liabilities
(11.6
)
(15.9
)

	Cash provided by operating activities
18.1
52.2

	Cash flows from investing activities:

	Acquisition of property, plant and equipment
(79.4
)
(56.4
)

	Tooling expenditures
(6.2
)
(6.2
)

	Purchase of businesses, net of cash received
(619.6
)
(21.4
)

	Proceeds from assumption of future commitments in acquisition
—
12.0

	Proceeds from disposal of assets/business
40.0
—

	Purchase of minority interest
—
(50.8
)

	Other, net
(7.1
)
(4.4
)

	Cash used for investing activities
(672.3
)
(127.2
)

	Cash flows from financing activities:

	Increase (decrease) in bank borrowings and revolver
585.8
(28.0
)

	Proceeds from accounts receivable securitization
76.8
78.7

	Stock options exercised
0.1
1.7

	Fees paid to issue long term debt
(15.0
)
1.3

	Cash provided by financing activities
647.7
53.7

	Effect of exchange rate changes on cash and cash equivalents
(3.9
)
(0.2
)

	Decrease in cash and cash equivalents
(10.4
)
(21.5
)

	Cash and cash equivalents at beginning of year
51.3
23.1

	Cash and cash equivalents at end of period
$
40.9
$
1.6

	Supplemental data:

	Cash paid for interest
$
66.7
$
51.6

	Cash paid for income taxes
$
9.6
$
2.9

See accompanying notes to consolidated financial statements.

5


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
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
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Three and Six Months Ended July 31, 19992000 and 19981999
(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, 1999,2000 and January 31, 1999,2000, and the results of its operations for the three and six months ended July 31, 1999,2000, and 19981999 and cash flows for the six months ended July 31, 1999,2000, and 1998.1999. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’sCompany’s Annual Report on Form 10-K for the fiscal year ended January 31, 1999.2000. Results for interim periods are not necessarily indicative of those to be expected for the year.
(2)  Acquisitions/Divestitures
     
On February 3, 1999, the Company completed the acquisition
of CMI International, Inc. (“CMI”). The purchase price
for CMI was $605 million in cash, of which approximately
$129 million was used to repay CMI’s outstanding
indebtedness existing at the time of the acquisition, and of
which approximately $476 million was paid to the
shareholders of CMI. The cash portion of the consideration, the
refinancing of the existing debt of CMI and the fees and expenses
 of the acquisition of CMI were financed with the proceeds of the
 Company’s senior secured credit facilities and the issuance
 by the Company of $250 million of 8 1/4% senior
subordinated notes due 2008 (the “8 1/4% Notes”).

     
On April 21, 1999, the Company completed the acquisition of
Metaalindustrie Bergen B.V. (“MIB”). MIB is a full
 service machining supplier, specializing in the machining of
large aluminum castings for a variety of automotive and
industrial applications located in Bergen, Netherlands.

     
On July 30, 1999, the Company completed the sale of its
equity interests in A-CMI and A-CMI Scandinavia Casting Center
ANS, two joint ventures formerly owned by CMI. The equity
interests were purchased by the ALCOA, Inc., CMI’s partner
in these joint ventures for net proceeds of $37 million.

     
The following unaudited pro forma financial data illustrates the
estimated effects as if the above-mentioned acquisitions had been
 completed as of the beginning of the periods presented, after
including the impact of certain adjustments, such as
amortization, depreciation, interest expense and the related
income tax effects:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Six Months
Ended
Ended
1999
1998
1999
1998

	Sales
$
544.4
$
532.3
$
1,132.3
$
1,130.0

	Net income (loss)
$
13.3
$
(3.6
)
$
29.6
$
9.6

	Basic net income (loss) per share
$
0.44
$
(0.12
)
$
0.98
$
0.32

	Diluted net income (loss) per share
$
0.41
$
(0.11
)
$
0.93
$
0.30
     
The pro forma results are not necessarily indicative of the
actual results as if the transactions had been in effect for the
entire periods presented. In addition, they are not intended to
be a projection of future results and do not reflect, among other
 things, any synergies that might have been achieved from
combined operations.

6

HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
(3)  Summary of New Accounting Pronouncements
     
In 1998, the American Institute of Certified Public Accountants
issued Statement of Position (“SOP”) 98-5,
“Reporting the Costs of Start-Up Activities.” SOP 98-5
is effective January 1, 1999, and requires that start-up
costs capitalized prior to January 1, 1999 be written off
and any future start-up costs be expensed as incurred. The
Company adopted this standard on February 1, 1999 and
adoption did not have a material impact on the Company’s
results of operations.

           In June 1998, June 1999 and June 1999 respectively,2000, the Financial Accounting Standards Board (“FASB”(“FASB”) issued Statement of Financial Accounting Standards (“SFAS”(“SFAS”) No. 133, “Accounting“Accounting for Derivative Instruments and Hedging Activities” andActivities”, SFAS 137, “Accounting“Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133.”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’sderivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met.
           Special accounting for qualifying hedges allows a derivative’sderivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. Statement 137This 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’sCompany’s financial position or results of operations when adopted.
(4)(3)  Inventories
           The major classes of inventory are as follows:
 
 
 
 
 
 
 
 
 
 
July 31,
January 31,
1999
1999

	Raw Materials
$
56.9
$
65.2

	Work-in-process
66.2
48.8

	Finished goods
72.2
52.6

	Total
$
195.3
$
166.6
 
 
 
 
 
 
 
 
 
 
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
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(5) 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,
1999
1999

	Land
$
23.6
$
24.9

	Buildings
247.5
201.1

	Machinery and equipment
1,051.8
832.8
1,322.9
1,058.8

	Accumulated depreciation
(223.6
)
(180.8
)

	Net property, plant and equipment
$
1,099.3
$
878.0
 
 
 
 
 
 
 
 
 
 
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
7


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
(6) (5)  Earnings per share
           SFAS No. 128, “Earnings“Earnings per Share”
(“EPS”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, 19992000 and 1998,1999, were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months
Six Months
Ended
Ended
1999
1998
1999
1998

	Weighted average shares outstanding
30,337
30,124
30,330
30,107

	Dilutive effect of options and warrants
1,882
2,792
1,647
2,561

	Diluted shares outstanding
32,219
32,916
31,977
32,668
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
(7) (6)  Comprehensive Income
           SFAS No. 130, “Reporting“Reporting Comprehensive Income,”” establishes standards for the reporting and display of comprehensive income. Comprehensive income is defined as all changes in a Company’sCompany’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, 19992000 and 19981999 are as follows:
 
 
 
 
 
 
 
 
 
 
July 31,
July 31,
1999
1998

	Net Income
$
29.6
$
13.9

	Cumulative translation adjustments
(50.2
)
(0.5
)

	Total comprehensive income (loss)
$
(20.6
)
$
13.4
 
 
 
 
 
 
 
 
 
 
2000
1999
Net Income
$
22.2
$
29.6
Cumulative translation adjustments
5.1
(50.2
)
Total comprehensive income (loss)
$
27.3
$
(20.6
)
(8) (7)  Commitments and Contingencies
     
Management believes that at July 31, 1999, 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,
2000.

           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
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(9) 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’sCompany’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.
8


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
 
(9)  Segment Reporting — (Continued)
           The following table represents revenues and other financial information by business segment for the six months ended July 31:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
Net Income
Total Assets
1999
1998
1999
1998
1999
1998

	Automotive Wheels
$
654.6
$
595.0
$
23.3
$
15.6
$
1,944.8
$
1,532.1

	Cast Components
366.9
100.5
5.0
5.3
896.3
203.9

	Other
110.8
101.4
1.3
(7.0
)
(155.5
)
157.7

	Total
$
1,132.3
$
796.9
$
29.6
$
13.9
$
2,685.6
$
1,893.7
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
(10) (9)  Reclassifications
           Certain prior period amounts have been reclassified to conform to the current year presentation.
(11) (10)  Guarantor and Nonguarantor Financial Statements
          
In connection with the Company’s merger with Motor Wheel,
and as part of the financing thereof, the Company issued and sold
 $250 million in aggregate principal amount of its
11%The Company’s senior subordinated notes due 2006 (the
“11% Notes”) in a public offering.

     
In connection with the Company’s acquisition of Lemmerz
Holding GmbH on June 30, 1997 (the “Lemmerz
Acquisition”), the Company issued and sold $400 million
 in aggregate principal amount of its 9 1/8% senior
subordinated notes due 2007 (the
“9 1/8% Notes”).

     
In anticipation of the acquisition of CMI and as part of the
financing thereof, the Company issued and sold $250 million
in aggregate principal amount of the 8 1/4% Notes.
Effective June 17, 1999, the Company completed the offer to
exchange all of the 8 1/4% Notes for
8 1/4% Series B Senior Subordinated Notes
due 2008.

     
The 11% Notes, 9 1/8% Notes and
8 1/4% Notes rank pari passu with each other and
 are general unsecured obligations of the Company, subordinated
in right of payment to all existing and future senior
indebtedness of the Company, and are guaranteed by certain of the Company’sCompany’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, 1999,2000, and January 31, 1999,2000, and for the six-month periods ended July 31, 1999,2000, and 1998,1999, 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 principleprincipal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.
9


8
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements —— (Continued)
Three and Six Months Ended July 31, 19992000 and 19981999
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
 
(11) (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
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
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
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
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
13
Item 2. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor
Nonguarantor
Consolidated
Parent
Subsidiaries
Subsidiaries
Eliminations
Total

	Net sales
$
165.6
$
359.4
$
608.8
$
(1.5
)
$
1,132.3

	CostManagement’s Discussion and Analysis of goods sold
140.2
298.8
494.6
(1.5
)
932.1

	Gross profit
25.4
60.6
114.2
—
200.2

	Marketing, generalFinancial Condition and administration
3.0
11.7
34.2
—
48.9

	Engineering and product development
2.8
3.4
5.0
—
11.2

	AmortizationResults of intangiblesOperations
0.8
4.0
9.0
—
13.8

	Equity in earnings of unconsolidated subsidiaries
(1.3
)
—
—
—
(1.3
)

	Other income, net
(2.0
)
(1.6
)
(0.2
)
—
(3.8
)

	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
10


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
 
(11)  Guarantor and Nonguarantor Financial Statements
— (Continued)
Condensed Consolidating Statements of Operations
For the six months ended July 31, 1998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor
Nonguarantor
Consolidated
Parent
Subsidiaries
Subsidiaries
Eliminations
Total

	Net sales
$
133.6
$
335.8
$
331.6
$
(4.1
)
$
796.9

	Cost of goods sold
117.7
282.5
266.8
(4.1
)
662.9

	Gross profit
15.9
53.3
64.8
—
134.0

	Marketing, general and administration
4.4
10.3
17.3
—
32.0

	Engineering and product development
1.4
2.8
5.8
—
10.0

	Amortization of intangibles
0.6
4.1
3.4
—
8.1

	Other income (expense)
(0.2
)
0.2
(2.1
)
(2.1
)

	Equity in earnings of unconsolidated subsidiaries
(1.0
)
—
—
—
(1.0
)

	Earnings from operations
10.7
35.9
40.4
—
87.0

	Interest expense, net
20.5
23.2
3.3
—
47.0

	Earnings (loss) before taxes on income, minority interest
	and extraordinary loss
(9.8
)
12.7
37.1
—
40.0

	Income tax provision
3.7
5.3
7.8
—
16.8

	Earnings (loss) before minority interest and extraordinary
	loss
(13.5
)
7.4
29.3
—
23.2

	Minority interest
—
0.2
0.8
—
1.0

	Earnings (loss) before extraordinary loss
(13.5
)
7.2
28.5
—
22.2

	Extraordinary loss, net of tax
(8.3
)
—
—
—
(8.3
)

	Net income (loss)
$
(21.8
)
$
7.2
$
28.5
$
—
$
13.9
11


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
(11)  Guarantor and Nonguarantor Financial Statements
— (Continued)
Condensed Consolidating Balance Sheets
As of July 31, 1999
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor
Nonguarantor
Consolidated
Parent
Subsidiaries
Subsidiaries
Eliminations
Total

	Cash and cash equivalents
$
3.8
$
0.1
$
37.0
$
—
$
40.9

	Receivables
3.6
17.4
157.5
—
178.5

	Inventories
35.3
52.9
107.1
—
195.3

	Prepaid expenses and other
4.1
5.1
9.3
(1.6
)
16.9

	Total current assets
46.8
75.5
310.9
(1.6
)
431.6

	Net property, plant and equipment
158.0
325.6
615.7
—
1,099.3

	Goodwill and other assets
1,417.9
308.0
694.9
(1,266.1
)
1,154.7

	Total assets
$
1,622.7
$
709.1
$
1,621.5
$
(1,267.7
)
$
2,685.6

	Bank borrowings
$
2.7
$
—
$
99.8
$
—
$
102.5

	Current portion of long-term debt
0.2
—
11.1
—
11.3

	Accounts payable and accrued liabilities
81.4
104.9
268.8
(1.4
)
453.7

	Total current liabilities
84.3
104.9
379.7
(1.4
)
567.5

	Long-term debt, net of current portion
1,414.6
—
75.4
—
1,490.0

	Deferred income taxes
(5.1
)
28.5
65.3
—
88.7

	Pension and other long-term liabilities
109.8
70.0
148.8
(2.5
)
326.1

	Minority interest
—
—
12.8
—
12.8

	Parent loans
(179.3
)
275.2
(92.9
)
(3.0
)
—

	Total liabilities
1,424.3
478.6
589.1
(6.9
)
2,485.1

	Common stock
0.3
—
—
—
0.3

	Additional paid-in capital
251.9
108.7
836.2
(959.8
)
237.0

	Retained earnings (accumulated deficit)
(52.4
)
121.8
254.1
(301.0
)
22.5

	Accumulated other comprehensive

	income
(1.4
)
—
(57.9
)
—
(59.3
)

	Total stockholders’ equity
198.4
230.5
1,032.4
(1,260.8
)
200.5

	Total liabilities and stockholders’ equity
$
1,622.7
$
709.1
$
1,621.5
$
(1,267.7
)
$
2,685.6
12

HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
(11)  Guarantor and Nonguarantor Financial Statements
— (Continued)
Condensed Consolidating Balance Sheet
January 31, 1999
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor
Nonguarantor
Consolidated
Parent
Subsidiaries
Subsidiaries
Eliminations
Total

	Cash and cash equivalents
$
23.3
$
0.1
$
27.9
$
—
$
51.3

	Receivables
42.9
26.0
112.7
—
181.6

	Inventories
33.1
49.8
83.7
—
166.6

	Prepaid expenses and other
1.6
2.9
19.9
(1.6
)
22.8

	Total current assets
100.9
78.8
244.2
(1.6
)
422.3

	Net property, plant and equipment
148.1
313.9
416.0
—
878.0

	Goodwill and other assets
799.1
309.2
363.4
(661.1
)
810.6

	Total assets
$
1,048.1
$
701.9
$
1,023.6
$
(662.7
)
$
2,110.9

	Bank borrowings
$
2.6
$
—
$
42.2
$
—
$
44.8

	Current portion of long-term debt
0.2
—
12.1
—
12.3

	Accounts payable and accrued liabilities
87.5
159.1
211.2
(1.1
)
456.7

	Total current liabilities
90.3
159.1
265.5
(1.1
)
513.8

	Long-term debt, net of current portion
900.8
—
75.3
—
976.1

	Deferred income taxes
(5.1
)
13.0
50.5
—
58.4

	Pension and other long-term liabilities
83.1
79.4
169.1
(2.5
)
329.1

	Minority interest
—
0.4
12.2
—
12.6

	Parent loans
(191.5
)
228.7
(33.9
)
(3.3
)
—

	Total liabilities
877.6
480.6
538.7
(6.9
)
1,890.0

	Common stock
0.3
—
—
—
0.3

	Additional paid-in capital
251.7
108.7
293.4
(417.0
)
236.8

	Retained earnings (accumulated deficit)
(59.4
)
112.6
178.5
(238.8
)
(7.1
)

	Accumulated other comprehensive income
(22.1
)
—
13.0
—
(9.1
)

	Total stockholders’ equity
170.5
221.3
484.9
(655.8
)
220.9

	Total liabilities and stockholders’ equity
$
1,048.1
$
701.9
$
1,023.6
$
(662.7
)
$
2,110.9
13

HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
 
(11)  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
$
(1.5
)
$
(19.1
)
$
38.7
$
—
$
18.1

	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
21.9
(7.2
)
(21.8
)
—
(7.1
)

	Cash used in investing activities
(606.0
)
(27.4
)
(38.9
)
—
(672.3
)

	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
14


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements — (Continued)
Three and Six Months Ended July 31, 1999 and 1998
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)
(11)  Guarantor and Nonguarantor Financial Statements
— (Continued)
Condensed Consolidating Statements of Cash Flows
For the six months ended July 31, 1998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor
Nonguarantor
Consolidated
Parent
Subsidiaries
Subsidiaries
Eliminations
Total

	Cash flows provided by (used in) operating  activities
$
(2.9
)
$
(15.0
)
$
70.1
$
—
$
52.2

	Cash flows from investing activities:

	Acquisition of property, plant and equipment
(5.8
)
(23.8
)
(26.8
)
—
(56.4
)

	Acquisition of tooling
(6.2
)
—
—
—
(6.2
)

	Purchase of businesses, net of cash received
(20.8
)
—
(0.6
)
—
(21.4
)

	Proceeds from assumption of future commitments in Acquisition
12.0
—
—
—
12.0

	Purchase of minority interest
—
—
(50.8
)
—
(50.8
)

	Other, net
(19.1
)
13.5
1.2
—
(4.4
)

	Cash provided by (used in) investing  activities
(39.9
)
(10.3
)
(77.0
)
—
(127.2
)

	Cash flows from financing activities:

	Net change in bank borrowings and revolver
9.5
(34.5
)
(3.0
)
—
(28.0
)

	Stock options exercised
1.7
—
—
—
1.7

	Fees paid to issue debt
1.3
—
—
—
1.3

	Net proceeds from accounts receivable securitization
78.7
—
—
—
78.7

	Cash provided by (used in) financing  activities
91.2
(34.5
)
(3.0
)
—
53.7

	Increase (decrease) in parent loans and advances
(53.0
)
59.9
(6.9
)
—
—

	Effect of exchange rates of cash and cash  equivalents
—
—
(0.2
)
—
(0.2
)

	Net increase (decrease) in cash and cash  equivalents
(4.6
)
0.1
(17.0
)
—
(21.5
)

	Cash and cash equivalents at beginning of period
4.6
0.1
18.4
—
23.1

	Cash and cash equivalents at end of period
$
—
$
0.2
$
1.4
$
—
$
1.6
15

Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended July 31, 19992000 Compared to Three Months Ended July 31, 19981999
          
The Company’sCompany’s net sales for the second quarter of fiscal 19992000 were $544.4$542.8 million an increase of 42.1% as compared to net sales of $383.0$544.4 million for the second quarter of fiscal 1998. This increase was due to the additional sales contributed
by CMI, which was acquired effective February 3, 1999, the
additional sales contributed by the acquisitions of Alumitech,
Borlem, MIN-CER, N.F. Die and Kalyani (the “1998
acquisitions”), and higher1999. Higher sales in the North American Automotive Wheels group. These sales increasesand European Wheel Groups were partially offset by lower selling pricessales in the North American Commercial Highway business due to softening market conditions. Additionally, sales were negatively impacted due to the pass throughEuro weakening against the Dollar by approximately 11% in the second quarter of lower
aluminum costs andfiscal 2000 as compared to the maxi-devaluationsecond quarter of the Brazilian economy.

fiscal 1999.
          
The Company’sCompany’s gross profit margin for the second quarter of fiscal 1999 increased2000 decreased to $94.1$84.4 million or 17.3%15.5% of net sales as compared to $61.9$94.1 million or 16.2%17.3% of net sales for the second quarter of fiscal 1998. This increase in1999. The Company’s second quarter gross profit margin was attributable tonegatively impacted by the increased revenues and improved productivityreduction in the majority ofNorth American Commercial Highway sales, the Company’s businesses.

weakening Euro against the Dollar and launch costs related to new model production start-up.
           Marketing, general and administrative expenses were $24.4consistent for the comparative quarters at $24.0 million or 4.5%4.4% of net sales for the second quarter of fiscal 19992000 as compared to $16.8$24.4 million or 4.4%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 same periodsecond quarter of fiscal 1998. Even though the
expenses increased attributable2000 as compared to additional costs incurred as a
 result of the CMI and 1998 acquisitions, the Company believes
that marketing, general and administrative costs as a percent of
net sales will improve as the synergies are realized as a result
of these acquisitions.

     
Engineering and product development costs were $5.0 million or 0.9% of net sales for the second quarter of fiscal 1999 as
compared to $5.6 million or 1.5% of net sales for1999. This improvement principally reflects the second
 quarter of fiscal 1998. Engineering and product development
costs were lower, despite the CMI and 1998 acquisitions, due to
synergies being realized as a result of these acquisitions and timing associated with recovery of engineering and development costs from our customers.
          
Amortization of intangibles increased by $2.6 million to
$6.8Other income was $2.5 million for the second quarter of fiscal 1999. This
increase is attributable to the increased goodwill recognized as2000, a resultdecrease of the CMI and 1998 acquisitions.

     
Other income was $3.1$1.6 million from $4.1 million for the same period in fiscal 1999. In the second quarter of fiscal 1999, an increase of $1.7 million over the same
period of fiscal 1998. Otherother income included gains on the sale of a joint venture interest and other assets offset by currencyassets.
      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 other redundancy costs associated with productivity
improvement programsaluminum wheels for the light vehicle market in the Company.

North America.
           Interest expense was $38.5$40.0 million for the second quarter of fiscal 1999,2000, an increase of $15.7$1.5 million over $38.5 million for the same period of fiscal 1998 of $22.8 million.1999. This increase was due primarily to the increase in debt as a result of the CMI and 1998
acquisitions.

interest rates.
Six Months Ended July 31, 19992000 Compared to Six Months Ended July 31, 19981999
          
The Company’sCompany’s net sales for the first half of fiscal 19992000 were $1,132.3$1,137.6 million, an increase of 42.1%0.5%, as compared to net sales of $796.9$1,132.3 million for the first half of fiscal 1998.1999. This increase was due to the additional sales contributed by CMI,
 which was acquired effective February 3, 1999, the
additional sales contributed by the 1998 acquisitions, and higher sales in the North American Automotive Wheels group. These sales
 increases were partiallyand European Wheel Groups offset by lower selling pricessales in the North American Commercial Highway business due to the pass through of lower aluminum costssoftening marketing conditions and the maxi-devaluationweakening of the Brazilian economy.

Euro against the Dollar by approximately 11%.
          
The Company’sCompany’s gross profit for the first half of fiscal 1999
 increased2000 decreased to $200.2$186.3 million or 17.7%16.4% of net sales as compared to $134.0$200.2 million or 16.8%17.7% of net sales for the first half of fiscal 1998.1999. This increase in

16



margin was attributable todecrease reflects the increased revenues and improved
productivitynegative impact of soft market conditions in the majorityNorth American Commercial Highway business and the devaluation of the Company’s businesses.
Euro against the Dollar.
          
Marketing, generalEngineering and administrative expensesproduct development costs were $48.9$9.4 million or 4.3%0.8% of net sales for the first half of fiscal 19992000 as compared to $32.0 million or 4.0% of net
sales for the same period of fiscal 1998. This increase was
attributable to additional costs incurred as a result of the CMI
and 1998 acquisitions. The Company believes that marketing,
general and administrative costs as a percent of net sales will
improve as the synergies are realized as a result of these
acquisitions.

     
Engineering and product development costs were $11.2 million or 1.0% of net sales for the first half of fiscal 1999 as
compared to $10.0 million or 1.3%1999. The improvement results principally from the timing of net sales for the first
 half of fiscal 1998. Even with the increase in costs
attributable to the CMI and 1998 acquisitions, engineering and product development costs as a percentcost recoveries.
14
      Equity in earnings of sales improved over the
 prior fiscal year.

     
Amortization of intangibles increased by $5.7 million to
$13.8 million for the first quarter of fiscal 1999. This
increase is attributable to the increased goodwill recognized as
a result of the CMI and 1998 acquisitions.

     
Other incomeunconsolidated subsidiaries was $3.8$0.5 million for the first half of fiscal 1999,2000, 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 $1.7$86.2 million over the same period of fiscal 1998. Other income included gains on the sale of a joint
venture interest and other assets offset by currency losses and
other redundancy costs associated with productivity improvement
programs in the Company.

     
Interest expense was $78.0 million for the first half of
fiscal 1999, an increase of $31.0 million over the same
period of fiscal 1998 of $47.0 million.1999. This increase was due to the increase in debt as a result of the CMI and 1998
acquisitions.

     
The extraordinary loss for early extinguishment of debt in fiscal
 1998 represented the write-off of the remaining deferred
financing costs associated with the term debt incurred in
connection with both the Lemmerz Acquisition and the merger with
Motor Wheel. As a result of strong cash flow and significantly
improved credit position, the Company was able to restructure its
 senior credit facility and fully repay certain of the
outstanding term debt.

Financial Condition, Liquidity and Capital Resources
     
The Company’s operations provided $18.1 million in cash
 in the first six months of fiscal 1999, a decrease of
$34.1 million over the same period of fiscal 1998. This
decrease was due primarily to increased working capital
requirements as a resulttiming of the acquisition of CMI.

payments to suppliers and higher inventories.
           Capital expenditures for the first six months of fiscal 19992000 were $79.4$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 19992000 will be approximately $200$190.0 million relating primarily to new vehicle platforms, capacity increases worldwide to meet the growing demand for ourthe Company’s products, cost reduction programs and the funding of new programs associated with the acquisition of CMI.

CMI International, Inc.
           On February 3, 1999, the Company entered into a third amended and restated credit agreement (the “Third“Third Amended and Restated Credit Agreement”Agreement”) with Canadian Imperial Bank
of Commerce (“CIBC”) and Merrill Lynch Capital
Corporation (“Merrill Lynch”), as managing agents.. Pursuant to the Third Amended and Restated Credit Agreement, a syndicate of lenders agreed to lend to the Company up to $450 million in the form of a senior secured term loan facility and up to $650 million in the form of a senior secured revolving credit facility. Such term loan and revolving facilities are guaranteed by the Company and all of its existing and future material domestic subsidiaries. Such term loan and revolving facilities are secured by a first priority lien onin 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’sCompany’s existing and future domestic subsidiaries and 65% of the shares of certain of our existing and future foreign subsidiaries. As of July 31, 19992000 there was $450$420 million outstanding under the term loan facilities and $535$478.1 million available under the revolving facility.
17

           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 1999,31, 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, 2000.

2001.
Other Matters
Year 2000
     
The Company has developed plans to address its exposure in all
critical information technology (“IT”) and non-IT
systems to computer programs which identify years with two digits
 instead of four. Such programs may recognize the year 2000 as
the year 1900. The Company is also assessing the year 2000
capabilities of its critical suppliers, customers and key service
 providers to determine, to the extent possible, whether its
operations will be adversely impacted by these companies.

     
The Company primarily relies on packaged software applications
which are represented to be year 2000 compliant. The Company has
substantially completed the testing of these applications and has
 confirmed their year 2000 compliance. The Company is also
testing all internally developed IT software for the year 2000
compliance. This process was completed by the end of the second
quarter of fiscal 1999.

     
The Company continues to assess all critical non-IT systems for
year 2000 compliance. Non-IT systems include, among other things,
 manufacturing equipment, telephone systems and heating and
cooling systems. An inventory of all critical non-IT systems and
manufacturers to determine year 2000 compliance has been
prepared. This process was completed during the first quarter of
fiscal 1999.

     
As of July 31, 1999, the costs incurred directly related to
becoming year 2000 compliant were approximately $4.3 million
 and the costs which are expected to be incurred subsequent to
July 31, 1999 are approximately $1.1 million. The year
2000 remediation effort has not postponed any IT projects, the
delay of which would have a material adverse effect on the
business, financial condition or results of operations.

     
The Company is not entirely year 2000 compliant at this time, but
 has targeted the end of the third quarter of fiscal 1999 to have
 all critical business and production processes ready. Although
the Company is striving to be completely year 2000 compliant,
year 2000 issues may still negatively affect the Company. Based
on progress to date, management believes that such impact, if
any, will not have a material adverse impact on the business,
financial condition or results of operations. The Company cannot
guarantee that this will be so.

     
Although the Company has contacted critical suppliers, customers
and key service providers to determine their level of year 2000
compliance, a lack of year 2000 readiness at these companies
could adversely impact the Company’s operations. The Company
 has developed a program for monitoring year 2000 risk in its
supply chain and have mailed “Supplier Year 2000
Self-Assessment” questionnaires to all critical suppliers
and key service providers. The full extent of any such adverse
impact (if any) is impossible to determine. The Company is
attempting to mitigate any possible adverse impact by identifying
 alternate suppliers where possible. The Company may also
increase inventory of crucial materials in anticipation of
possible disruptions.

     
The Company has developed contingency plans for all critical
business and production processes which the Company believes will
 help to minimize its year 2000 risk.

18

Item 3.
Quantitative and Qualitative Disclosures about Market Risk
           For the period ended July 31, 1999,2000, the Company did not experience any material change in market risk exposures affecting the quantitative and qualitative disclosures as presented in the Company’sCompany’s Annual Report on Form 10-K for the year ended January 31, 1999.

2000.
19


15
PART II.  OTHER INFORMATION
Item 1.  Legal Proceedings
          
None.

None
Item 2.  Changes in Securities and Use of Proceeds
          
None
Item 3.  Defaults uponUpon Senior Securities
          
None.

None
Item 4.   Submission of Matters to a Vote of Security-HoldersSecurity Holders
           The Company held its Annual Meeting of Stockholders on June 17, 1999.August 3, 2000. At the Annual Meeting, the following matersmatters were proposed and voted upon by the Company’sCompany’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 fourthree Class 31 Directors (nominees were Cleveland A. Christophe, Paul S. Levy, Wienand MeilickeAnthony Grillo, Horst Kukwa-Lemmerz and John S. Rodewig)Jeffrey Lightcap) to serve until the Company’s 2002Company’s 2003 Annual Meeting of Stockholders.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
 
 
 
 
 
 
 
 
 
Nominee
For
Against
The terms of office of each of the following directors also continued after the meeting: Ranko Cucuz, Cleveland A. Christophe,
24,996,938
141,399
 Andrew R. Heyer, Paul S. Levy,
25,069,113
69,224
 Wienand Meilicke,
25,073,043
65,294
 John S. Rodewig, Ray H. Witt and David Ying.
25,073,043
65,294
     
The terms of office of each of the following directors also
continued after the meeting: Ranko Cucuz, Anthony Grillo,
Andrew R. Heyer, Horst Kukwa-Lemmerz, Jeffrey Lightcap,
Ray H. Witt and David Ying.
 
     
	2. 
To ratifyapprove the appointmentadoption of KPMG LLP as the Company’s independent auditors for the fiscal year ending
	January 31, 2000.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
For:  25,116,796
Against:  19,2013. 
Abstain:  2,340To 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 eitherany of the foregoing matters.
Item 5.  Other Information
          
None.

None
16
Item 6.   Exhibits and Reports on Form 8-K
          (a)  Exhibits
 
 
 
 
 
Exhibit Number
Description
27
Financial Data Schedule
     
(b)  Reports on Form 8-K
 
     
	None
20

17




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//s/ D. N. VERMILYA
 
 
D. N. Vermilya
 
Corporate Controller and Chief Accounting Officer
September 14, 1999

13, 2000
21


18




EXHIBIT INDEX
 
 
 
 
 
 Exhibit
 
 
 
Number
SequentiallyDescription
Exhibit
Numbered
Number
Description
Page
27
27
Financial Data Schedule
22