UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2001

OR

o 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)
   
(Mark One)
Delawarex
 13-3384636QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(State or Other Jurisdiction of
 (IRS Employer
Incorporation or Organization)
 
For the quarterly period ended October 31, 2002
or
oIdentification No.)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


15300 Centennial DriveHAYES LEMMERZ INTERNATIONAL, INC.

Northville, Michigan 48167

(AddressExact name of Principal Executive Offices) (Zip Code)registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3384636
(IRS Employer
Identification No.)
15300 Centennial Drive
Northville, Michigan

(Address of principal executive offices)
48167
(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 þx No o

     The number of shares of common stock outstanding as of April 15,December 16, 2002 was 28,455,74528,455,995 shares.




TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements Ofof Operations
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Consolidated Balance Sheet
Condensed Consolidating Statements of Operations For the Nine Months Ended October 31, 2001
Condensed Consolidating Statements of Operations For the Nine Months Ended October 31, 2000, As Restated
Condensed Consolidating Balance Sheets As of October 31, 2001
Condensed Consolidating Balance Sheet As of January 31, 2001
Condensed Consolidating Statement of Cash Flows For the Nine Months Ended October 31, 2001
Condensed Consolidating Statement of Cash Flows For the Nine Months Ended October 31, 2000, As Restated
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
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
Item 6. Exhibits and Reports on Form 8-K
SIGNATURESSignatures
EXHIBIT INDEXCertifications
Amendment to the Amended and Restated By-LawsCertification of Chief Executive Officer/Sec 906
Amended and Restated Employment Agreement
FormCertification of Employment AgreementChief Financial Officer/Sec 906


HAYES LEMMERZ INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

        
Page
Page

PART I. FINANCIAL INFORMATION
Item 1.1 Financial Statements    
  Consolidated Statements of Operations  2 
  Consolidated Balance Sheets  3 
  Consolidated Statements of Cash Flows  4 
  Notes to Consolidated Financial Statements  5 
Item 2.2 Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations  2521 
Item 3.3 Quantitative and Qualitative Disclosures about Market Risk  3634 
Item 4Controls and Procedures34
PART II. OTHER INFORMATION
Item 1.1 Legal Proceedings  3736 
Item 2.2 Changes in Securities and Use of Proceeds  3736 
Item 3.3 Defaults upon Senior Securities  3736 
Item 4.4 Submission of Matters to a Vote of Security-HoldersSecurity Holders  3736 
Item 5.5 Other Information  3736 
Item 6.6 Exhibits and Reports on Form 8-K  3736 
SIGNATURESSignatures  38
Certifications39 

     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 20012002 MEANS THE PERIOD BEGINNING FEBRUARY 1, 2001,2002, AND ENDING JANUARY 31, 2002)2003). 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) THE OUTCOME AND CONSEQUENCES OF THE COMPANY’S CHAPTER 11 PROCEEDINGS; (2) COMPETITIVE PRESSURE IN THE COMPANY’S INDUSTRY INCREASES SIGNIFICANTLY; (3) GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN EXPECTED; (4) THE COMPANY’S DEPENDENCE ON THE AUTOMOTIVE INDUSTRY (WHICH HAS HISTORICALLY BEEN CYCLICAL); (5) CHANGES IN THE FINANCIAL MARKETS AFFECTING THE COMPANY’S FINANCIAL STRUCTURE AND THE COMPANY’S COST OF CAPITAL AND BORROWED MONEY; AND (6) 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.

     EXCEPT AS SPECIFICALLY STATED OTHERWISE IN THIS FORM 10-Q, THE INFORMATION CONTAINED IN THE 10-Q HAS NOT BEEN UPDATED TO REFLECT THE MATTERS SET FORTH IN NOTE 13, “SUBSEQUENT EVENTS” BELOW.

1-1-


PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)

CONSOLIDATED STATEMENTS OF OPERATIONS
Consolidated Statements Of Operations

(Millions of dollars, except share amounts)
(Unaudited)
(Unaudited)
                   
Three Months EndedNine Months Ended
October 31,October 31,


(As Restated)(As Restated)
2001200020012000




Net sales $515.0  $558.0  $1,574.5  $1,692.0 
Cost of goods sold  476.0   495.2   1,444.2   1,466.0 
   
   
   
   
 
  Gross profit  39.0   62.8   130.3   226.0 
Marketing, general and administration  27.7   29.9   79.9   76.5 
Engineering and product development  5.3   3.6   16.9   13.0 
Amortization of intangibles  6.7   6.8   20.0   20.7 
Equity in losses (earnings) of joint ventures  0.4   (0.2)  0.9   (0.7)
Asset impairments and other restructuring charges  4.6   73.9   42.6   78.3 
Loss on investment in joint venture     1.5   3.8   1.5 
Other income, net  (5.0)  (2.1)  (3.7)  (4.1)
   
   
   
   
 
  Earnings (loss) from operations  (0.7)  (50.6)  (30.1)  40.8 
Interest expense, net  49.1   41.7   142.0   120.5 
   
   
   
   
 
  Loss before taxes on income, minority interest and extraordinary gain  (49.8)  (92.3)  (172.1)  (79.7)
Income tax (benefit) provision  4.2   (32.8)  14.6   (28.4)
   
   
   
   
 
  Loss before minority interest and extraordinary gain  (54.0)  (59.5)  (186.7)  (51.3)
Minority interest  0.8   0.7   2.6   2.1 
   
   
   
   
 
  Loss before extraordinary gain  (54.8)  (60.2)  (189.3)  (53.4)
Extraordinary gain, net of tax        2.7    
   
   
   
   
 
  Net loss $(54.8) $(60.2) $(186.6) $(53.4)
   
   
   
   
 
Basic net loss per share:                
 Loss before extraordinary gain $(1.92) $(2.06) $(6.65) $(1.78)
 Extraordinary gain, net of tax        0.09    
   
   
   
   
 
Basic net loss per share $(1.92) $(2.06) $(6.56) $(1.78)
   
   
   
   
 
Diluted net loss per share:                
 Loss before extraordinary gain $(1.92) $(2.06) $(6.65) $(1.78)
 Extraordinary gain, net of tax        0.09    
   
   
   
   
 
Diluted net loss per share $(1.92) $(2.06) $(6.56) $(1.78)
   
   
   
   
 
                  
   Three Months  Nine Months 
   Ended October 31,  Ended October 31, 
   
  
 
   2002  2001  2002  2001 
   
  
  
  
 
Net sales $535.4  $515.0  $1,526.1  $1,574.5 
Cost of goods sold  465.2   476.0   1,372.6   1,444.2 
  
  
  
  
 
 Gross profit  70.2   39.0   153.5   130.3 
Marketing, general and administration  23.5   27.7   74.1   79.9 
Engineering and product development  5.1   5.3   15.6   16.9 
Amortization of goodwill     6.7      20.0 
Equity in losses of joint ventures     0.4      0.9 
Asset impairments and other restructuring charges  11.0   4.6   36.3   42.6 
Loss on investment in joint venture           3.8 
Other (income) expense, net  (3.3)  (5.0)  (7.0)  (3.7)
Reorganization items  7.0      34.9    
  
  
  
  
 
 Earnings (loss) from operations  26.9   (0.7)  (0.4)  (30.1)
Interest expense, net (excluding $29.6 million and $87.9 million not accrued on liabilities subject to compromise for the three months and nine months ended October 31, 2002, respectively)  19.0   49.1   53.7   142.0 
  
  
  
  
 
 Earnings (loss) before taxes on income, minority interest and extraordinary gain  7.9   (49.8)  (54.1)  (172.1)
Income tax provision  3.0   4.2   0.6   14.6 
  
  
  
  
 
 Earnings (loss) before minority interest and extraordinary gain  4.9   (54.0)  (54.7)  (186.7)
Minority interest  1.2   0.8   2.7   2.6 
  
  
  
  
 
 Earnings (loss) before extraordinary gain  3.7   (54.8)  (57.4)  (189.3)
Extraordinary gain, net of tax           2.7 
  
  
  
  
 
 Net income (loss) $3.7  $(54.8) $(57.4) $(186.6)
  
  
  
  
 
Basic net income (loss) per share:                
 Earnings (loss) before extraordinary gain $0.13  $(1.92) $(2.02) $(6.65)
 Extraordinary gain, net of tax           0.09 
  
  
  
  
 
Basic net income (loss) per share $0.13  $(1.92) $(2.02) $(6.56)
  
  
  
  
 
Diluted net income (loss) per share:                
 Earnings (loss) before extraordinary gain $0.13  $(1.92) $(2.02) $(6.56)
 Extraordinary gain, net of tax           0.09 
  
  
  
  
 
Diluted net income (loss) per share $0.13  $(1.92) $(2.02) $(6.56)
  
  
  
  
 

See accompanying notes to consolidated financial statements.

2-2-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)

Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETS
(Millions of dollars, except share amounts)
                        
(As Restated) October 31, January 31, 
October 31,October 31,January 31, 2002 2002 
200120002001 
 
 



 (Unaudited) 
(Unaudited)(Unaudited) 
ASSETS
 
ASSETS
Current assets:Current assets: Current assets: 
Cash and cash equivalents $91.1 $23.6 $ Cash and cash equivalents $45.4 $45.2 
Receivables 291.6 229.7 248.8 Receivables 324.1 266.2 
Inventories 181.8 217.5 217.3 Inventories 165.1 155.2 
Prepaid expenses and other 33.5 46.9 38.7 Prepaid expenses and other 40.4 36.3 
 
 
 
   
 
 
 Total current assets 598.0 517.7 504.8  Total current assets 575.0 502.9 
Net property, plant and equipment 1,058.6 1,102.5 1,104.8 
Property, plant and equipment, netProperty, plant and equipment, net 935.7 965.4 
Goodwill and other assetsGoodwill and other assets 947.7 1,031.4 994.3 Goodwill and other assets 904.7 889.8 
 
 
 
   
 
 
 Total assets $2,604.3 $2,651.6 $2,603.9  Total assets $2,415.4 $2,358.1 
 
 
 
   
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
Current liabilities:Current liabilities: Current liabilities: 
DIP facility $42.1 $ 
Bank borrowings $36.7 $85.4 $79.6 Bank borrowings and other notes 22.0 25.1 
Current portion of long-term debt 1,914.0 72.5 1,613.7 Current portion of long-term debt 37.0 14.5 
Accounts payable and accrued liabilities 450.7 428.4 491.6 Accounts payable and accrued liabilities 297.5 250.0 
 
 
 
   
 
 
 Total current liabilities 2,401.4 586.3 2,184.9  Total current liabilities 398.6 289.6 
Long-term debt, net of current portionLong-term debt, net of current portion 91.1 1,600.9 94.6 Long-term debt, net of current portion 54.7 83.5 
Pension and other long-term liabilitiesPension and other long-term liabilities 327.9 346.8 335.6 Pension and other long-term liabilities 310.6 312.2 
Minority interestMinority interest 11.9 10.1 10.6 Minority interest 15.4 11.8 
 
 
 
 
 Total liabilities 2,832.3 2,544.1 2,625.7 
Commitments and Contingencies 
Stockholders’ equity (deficit): 
Liabilities subject to compromiseLiabilities subject to compromise 2,139.9 2,121.0 
Commitments and contingenciesCommitments and contingencies 
Stockholders’ deficit:Stockholders’ deficit: 
Preferred stock, 25,000,000 shares authorized, none issued or outstanding    Preferred stock, 25,000,000 shares authorized, none issued or outstanding   
Common stock, par value $0.01 per share: Common stock, par value $0.01 per share: 
 Voting — authorized 99,000,000 shares; 27,708,169, 27,707,919, and 27,707,919 shares issued; 25,806,719, 25,806,469, and 25,806,469 shares outstanding 0.3 0.3 0.3  Voting — authorized 99,000,000 shares; 27,708,419 shares issued; 25,806,969 shares outstanding 0.3 0.3 
 Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 shares     Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 shares   
Additional paid in capital 235.1 235.1 235.1 Additional paid in capital 235.1 235.1 
Common stock in treasury at cost, 1,901,450 shares (25.7) (25.7) (25.7)Common stock in treasury at cost, 1,901,450 shares  (25.7)  (25.7)
Accumulated deficit (332.3) (12.9) (145.7)Accumulated deficit  (599.8)  (542.4)
Accumulated other comprehensive loss (105.4) (89.3) (85.8)Accumulated other comprehensive loss  (113.7)  (127.3)
 
 
 
   
 
 
 Total stockholders’ equity (deficit) (228.0) 107.5 (21.8) Total stockholders’ deficit  (503.8)  (460.0)
 
 
 
   
 
 
 Total liabilities and stockholders’ equity (deficit) $2,604.3 $2,651.6 $2,603.9  Total liabilities and stockholders’ deficit $2,415.4 $2,358.1 
 
 
 
   
 
 

See accompanying notes to consolidated financial statements.

3-3-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Consolidated Statements
(Debtor-in-Possession as of Cash FlowsDecember 5, 2001)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of dollars)
(Unaudited)

(Unaudited)
         
Nine Months Ended         
October 31, Nine Months 

 Ended October 31, 
(As Restated) 
 
20012000 2002 2001 


 
 
 
Cash flows from operating activities:Cash flows from operating activities: Cash flows from operating activities: 
Net loss $(186.6) $(53.4)
Net loss $(57.4) $(186.6)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Adjustments to reconcile net loss to net cash provided by (used for) operating activities: 
 Depreciation and amortization 96.2 93.2 
 Amortization of goodwill  20.0 
 Amortization of deferred financing fees 3.9 5.9 
Depreciation and tooling amortization 93.2 90.7  Change in deferred income taxes 0.5 5.3 
Amortization of intangibles 20.0 20.7  Asset impairments and other restructuring charges 36.3 42.6 
Amortization of deferred financing fees 5.9 4.8  Loss on investment in joint venture  3.8 
Deferred taxes 5.3 8.1  Minority interest 2.7 2.6 
Asset impairments and other restructuring charges 42.6 78.3  Equity in losses of joint ventures  0.9 
Loss on investment in joint venture 3.8 1.5  Gain on sale of assets and businesses  (0.9)  (0.6)
Minority interest 2.6 2.1  Extraordinary gain   (2.7)
Equity in losses (earnings) of joint ventures 0.9 (0.7) Changes in operating assets and liabilities that increase (decrease) cash flows: 
Gain on sale of joint venture (0.6)   Receivables  (52.9) 21.8 
Extraordinary gain (2.7)   Inventories  (9.9) 31.3 
Changes in operating assets and liabilities that increase (decrease) cash flows:  Prepaid expenses and other  (3.8) 5.0 
 Receivables 21.8 (46.1) Accounts payable and accrued liabilities 21.9  (36.1)
 Inventories 31.3 (31.7) Chapter 11 items: 
 Prepaid expenses and other 5.0 (5.0) Reorganization items 34.9  
 Accounts payable and accrued liabilities (29.4) (138.6) Interest accrued on Credit Agreement 36.0  
 Other long-term liabilities (6.7) (9.7) Payments related to Chapter 11 Filings  (56.2)  
 
 
   
 
 
 Cash provided by (used for) operating activities 6.4 (79.0)Cash provided by operating activities 51.3 6.4 
 
 
   
 
 
Cash flows from investing activities:Cash flows from investing activities: Cash flows from investing activities: 
Acquisition of property, plant and equipment (104.3) (123.8)Purchase of property, plant, equipment and tooling  (69.9)  (114.2)
Tooling expenditures (9.9) (10.2)Proceeds from sale of assets and businesses 9.1 9.5 
Net proceeds from termination of cross-currency swap agreements 10.1 26.4 Purchase of businesses  (7.2)  
Increased investment in majority-owned subsidiary  (7.2)Net proceeds from termination of cross-currency swap agreements  10.1 
Purchase of business, net of cash acquired  (6.4)Other, net  (7.4)  (9.6)
Proceeds from sale of joint venture 9.5    
 
 
Other, net (9.6) (5.9) Cash used for investing activities  (75.4)  (104.2)
 
 
   
 
 
 Cash used for investing activities (104.2) (127.1)
 
 
 
Cash flows from financing activities:Cash flows from financing activities: Cash flows from financing activities: 
Increase in bank borrowings and revolving facility�� 246.7 250.7 Change in borrowings under DIP facility 41.1  
Proceeds from refinancing, net of related fees 435.4  Changes in bank borrowings and revolving facility  (20.1) 246.7 
Repayment of bank borrowings and revolving facility from refinancing (381.3)  Proceeds from refinancing, net of related fees  435.4 
Repayment of long-term debt from refinancing (36.6)  Repayment of bank borrowings and revolving facility from refinancing   (381.3)
Payments on accounts receivable securitization (71.6) (17.2)Repayment of long-term debt from refinancing   (36.6)
Purchase of treasury stock  (25.7)Payments on accounts receivable securitization   (71.6)
Fees to amend Credit Agreement (2.7)  Fees to amend Credit Agreement   (2.7)
 
 
   
 
 
 Cash provided by financing activities 189.9 207.8  Cash provided by financing activities 21.0 189.9 
 
 
   
 
 
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents (1.0) (4.0)Effect of exchange rate changes on cash and cash equivalents 3.3  (1.0)
 
 
   
 
 
Increase in cash and cash equivalents 91.1 (2.3)Increase in cash and cash equivalents 0.2 91.1 
Cash and cash equivalents at beginning of year  25.9 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period 45.2  
 
 
   
 
 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period $91.1 $23.6 Cash and cash equivalents at end of period $45.4 $91.1 
 
 
   
 
 
Supplemental data:Supplemental data: Supplemental data: 
Cash paid for interest $102.8 $110.5 Cash paid for interest, excluding adequate protection payments in 2002 $12.7 $102.8 
Cash paid for income taxes $9.8 $10.9 Cash paid for income taxes, net $6.1 $9.8 

See accompanying notes to consolidated financial statements.

4-4-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements


Nine Months Ended October 31, 20012002 and 2000
2001
(Unaudited)

(Millions of Dollars Unless Otherwise Stated)

(1) Description of Business and Basis of PresentationChapter 11 Filings

     These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year 2001, the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2002 and the Quarterly Report on Form 10-Q for the fiscal quarter ending July 31, 2002, as filed with the Securities and Exchange Commission on May 1, 2002, June 16, 2002 and September 16, 2002, respectively.

Description of Business

     Unless otherwise indicated, references to “Company” mean Hayes Lemmerz International, Inc. and its subsidiaries and references to fiscal year meanmeans the Company’s year ended January 31 of the following year (e.g., “fiscal 2002” refers to the period beginning February 1, 2002 and ending January 31, 2003, “fiscal 2001” refers to the period beginning February 1, 2001 and ending January 31, 2002, “fiscal 2000” refers to the period beginning February 1, 2000 and ending January 31, 2001 and “fiscal 1999” refers to the period beginning February 1, 1999 and ending January 31, 2000)2002).

     The Company designs, engineers and manufactures suspension module components, principally for original equipment manufacturers (“OEMs”)is a leading supplier of passenger cars, light trucks and commercial highway vehicles worldwide. The Company’s products include one-piece cast aluminum wheels, fabricated aluminum wheels, fabricated steel wheels, full face cast aluminum wheels, clad covered wheels, wheel-end attachments, aluminum structural components intake and exhaust manifolds, andautomotive brake drums, hubs and rotors.

Basis of Presentation

components. The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates continuity of operations, realization of assets, and payment of liabilities in the ordinary course of business and do not reflect adjustments that might result if the Company is unable to continue as a going concern. The Company’s recent historythe world’s largest manufacturer of significant losses, deficit in stockholders’ equity and issues related to compliance with debt covenants raise substantial doubt about the Company’s ability to continue as a going concern. As is more fully discussed in Note 13, the Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in December 2001. Continuing as a going concern is dependent upon, among other things, the Company’s formulation of a plan of reorganization that is confirmed by the Bankruptcy Court, the success of future business operations, and the generation of sufficient cash from operations and financing sources to meet the Company’s obligations.

     The Company’s unaudited interim consolidated financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim period results have been included. Operating results for the nine months ended October 31, 2001 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 31, 2002.

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

(2) Restatement of Consolidated Financial Statements

     On February 19, 2002, the Company issued restated consolidated financial statements as of and for the fiscal years ended January 31, 2001 and 2000, and related quarterly periods (the “10-K/ A”), and for the fiscal quarter ended April 30, 2001 (the “10-Q/ A”). The restatement was the result of failure by the Company to properly apply certain accounting standards generally accepted in the United States of America, and because certain accounting errors and irregularities in the Company’s financial statements were identified.

     The Company has been advised that the Securities and Exchange Commission (“SEC”) is conducting an investigation into the facts and circumstances giving rise to the restatement, and the Company has been and intends to continue cooperating with the SEC. The Company cannot predict the outcome of such an investigation.

5


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The primary categories of restatement adjustments are discussed more fully in the Company’s Annual Report on Form 10-K/ A and the notes to the consolidated financial statements included therein. Following are the primary categories of restatement adjustments to the Company’s previously reported financial results for the three month and nine month periods ended October 31, 2000 ($ in millions):

            
Quarter EndedNine Months Ended
October 31, 2000October 31, 2000


Adjustments (increasing) decreasing net income:        
 Deferred operating expenditures $4.1  $11.0 
 Unrecorded trade payables and claims  3.2   7.7 
 Acquisition accounting  5.1   15.3 
 Customer credits and other  0.4   4.8 
 Asset impairment losses  (1.2)  0.9 
   
   
 
   Total adjustments to earnings (loss) from operations  11.6   39.7 
 Income taxes  1.1   (11.6)
   
   
 
   Total adjustment to net loss  12.7   28.1 
Adjustments (increasing) decreasing stockholders’ equity:        
 Tax effect of net investment hedges  7.1   17.4 
  Other  (2.3)  (1.8)
   
   
 
   Total decrease in stockholders’ equity $17.5  $43.7 
   
   
 

     The restatement adjustments to the consolidated balance sheet as of October 31, 2000 reflected in the table below include the cumulative effect of the restatement adjustments for fiscal 1999 through October 31, 2000.

     For purposes of these consolidated financial statements, certain non-current deferred income tax assets and liabilities as previously reported at October 31, 2000 were reclassified either as part of the previously reported amounts or as restatement adjustments. These reclassifications, which did not affect previously reported net income (loss), have been made to the consolidated financial statements and are included in the accompanying tables.

6


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Consolidated Statement of Operations

(Millions of dollars, except per share amounts)
              
Quarter Ended October 31, 2000

As
PreviouslyAs
ReportedRestatementsRestated



Net sales $558.3  $(0.3) $558.0 
Cost of goods sold  485.1   10.1   495.2 
   
   
   
 
 Gross profit  73.2   (10.4)  62.8 
Marketing, general and administration  28.3   1.6   29.9 
Engineering and product development  3.6      3.6 
Amortization of intangible assets  7.0   (0.2)  6.8 
Equity in earnings of joint ventures  (0.2)     (0.2)
Asset impairments and other restructuring charges  74.1   (0.2)  73.9 
Loss on investment in joint venture  1.5      1.5 
Other (income) expense, net  (2.0)  (0.1)  (2.1)
   
   
   
 
 Loss from operations  (39.1)  (11.5)  (50.6)
Interest expense, net  41.6   0.1   41.7 
   
   
   
 
 Loss before taxes on income and minority interest  (80.7)  (11.6)  (92.3)
Income tax benefit  (33.9)  1.1   (32.8)
   
   
   
 
 Loss before minority interest  (46.8)  (12.7)  (59.5)
Minority interest  0.7      0.7 
   
   
   
 
 Net loss $(47.5) $(12.7) $(60.2)
   
   
   
 
Basic net loss per share $(1.63) $(0.43) $(2.06)
   
   
   
 
Diluted net loss per share $(1.63) $(0.43) $(2.06)
   
   
   
 

7


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Consolidated Statement of Operations

(Millions of dollars, except per share amounts)
              
Nine Months Ended October 31, 2000

As
PreviouslyAs
ReportedRestatementsRestated



Net sales $1,695.9  $(3.9) $1,692.0 
Cost of goods sold  1,436.4   29.6   1,466.0 
   
   
   
 
 Gross profit  259.5   (33.5)  226.0 
Marketing, general and administration  76.8   (0.3)  76.5 
Engineering and product development  13.0      13.0 
Amortization of intangible assets  21.3   (0.6)  20.7 
Equity in earnings of joint ventures  (0.7)     (0.7)
Asset impairments and other restructuring charges  74.1   4.2   78.3 
Loss on investment in joint venture  1.5      1.5 
Other (income) expense, net  (6.9)  2.8   (4.1)
   
   
   
 
 Earnings from operations  80.4   (39.6)  40.8 
Interest expense, net  120.4   0.1   120.5 
   
   
   
 
 Loss before taxes on income and minority interest  (40.0)  (39.7)  (79.7)
Income tax benefit  (16.8)  (11.6)  (28.4)
   
   
   
 
 Loss before minority interest  (23.2)  (28.1)  (51.3)
Minority interest  2.1      2.1 
   
   
   
 
 Net loss $(25.3) $(28.1) $(53.4)
   
   
   
 
Basic net loss per share $(0.85) $(0.93) $(1.78)
   
   
   
 
Diluted net loss per share $(0.85) $(0.93) $(1.78)
   
   
   
 

8


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Consolidated Balance Sheet

(Millions of dollars, except share amounts)
                
As of October 31, 2000

As
PreviouslyAs
ReportedRestatementsRestated




ASSETS
Current assets:            
 Cash and cash equivalents $23.6  $  $23.6 
 Receivables  240.5   (10.8)  229.7 
 Inventories  201.2   16.3   217.5 
 Deferred tax assets     32.2   32.2 
 Prepaid expenses and other  16.9   (2.2)  14.7 
   
   
   
 
   Total current assets  482.2   35.5   517.7 
Property, plant and equipment, net  1,108.6   (6.1)  1,102.5 
Deferred tax assets  62.6   (35.2)  27.4 
Goodwill and other assets  1,120.5   (116.5)  1,004.0 
   
   
   
 
   Total assets $2,773.9  $(122.3) $2,651.6 
   
   
   
 

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:            
 Bank borrowings $85.4  $  $85.4 
 Current portion of long-term debt  72.5      72.5 
 Accounts payable and accrued liabilities  446.6   (18.2)  428.4 
   
   
   
 
   Total current liabilities  604.5   (18.2)  586.3 
Long-term debt, net of current portion  1,600.9      1,600.9 
Deferred tax liabilities  94.4   (24.8)  69.6 
Pension and other long-term liabilities  290.3   (13.1)  277.2 
Minority interest  10.1      10.1 
   
   
   
 
   Total liabilities  2,600.2   (56.1)  2,544.1 
Commitments and contingencies            
Stockholders’ equity:            
 Preferred stock         
 Common stock:            
  Voting  0.3      0.3 
  Nonvoting         
 Additional paid in capital  237.1   (2.0)  235.1 
 Common stock in treasury at cost  (26.3)  0.6   (25.7)
 Retained earnings(deficit)  32.7   (45.6)  (12.9)
 Accumulated other comprehensive loss  (70.1)  (19.2)  (89.3)
   
   
   
 
   Total stockholders’ equity  173.7   (66.2)  107.5 
   
   
   
 
   Total liabilities and stockholders’ equity $2,773.9  $(122.3) $2,651.6 
   
   
   
 

9


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(3) Bank Borrowings and Long-Term Debt

Refinancing

     On June 21, 2001, the Company received formal approval for Consent and Amendment No. 5 to the Credit Agreement. Such amendment provided for and/or permits, among other things, the issuance and sale of certain senior unsecured notes (the “Senior Notes”) by the Company, a receivables securitization transaction, and changes to the various financial covenants contained in the Credit Agreement in the event that the issuance and sale of the Senior Notes does occur. The amendment also provided the Company with the option of establishing a new “B” tranche of term loans (the “B Term Loan”) under the Credit Agreement. The amendment also provides for the net cash proceeds of the issuance and sale of the Senior Notes to be applied as follows: (i) the first $140,000,000, to prepay outstanding term loans (in direct order of stated maturity) under the Credit Agreement; (ii) the next $60,000,000, at the Company’s option, to prepay indebtedness of the Company’s foreign subsidiaries; (iii) the next $50,000,000, to prepay outstanding term loans (in direct order of stated maturity) under the Credit Agreement; (iv) the next $50,000,000, at the Company’s option, to repurchase or redeem a portion of the Company’s existing senior subordinated notes; and (v) the remainder, if any, to prepay outstanding term loans (in direct order of stated maturity) and then to reduce the revolving credit commitments under the Credit Agreement.

On June 22, 2001, the Company received $291.1 million in net proceeds from the issuance of 11 7/8% senior unsecured notes due 2006 in the original principal amount of $300 million (the “11 7/8% Notes”). In addition, on July 2, 2001, the Company received $144.3 million in net proceeds from the issuance of the B Term Loan. These aggregate net proceeds totaled $435.4 million and were used as follows ($ in millions):

      
Permanent reduction of Credit Agreement indebtedness with a principal balance of $334.3, plus $2.2 in accrued interest $336.5 
Payment on foreign indebtedness with a principal balance of $47.0  47.0 
Repurchase of certain Senior Subordinated Notes with a face value of $47.2, plus $1.0 in accrued interest  37.6 
Payment of fees and expenses on the above  0.8 
Remaining cash proceeds held by Company  13.5 
   
 
 Total $435.4 
   
 

     In connection with the repurchase of the senior subordinated notes at a discount, the Company recorded an extraordinary gain of $10.6 million in the second quarter of fiscal 2001. This gain was offset by $0.9 million of unamortized deferred financing costs written off as a result of the repurchase. Further, in connection with the B Term refinancing and permanent reduction of the Credit Agreement, the Company recorded an extraordinary loss of $5.5 million for the write-off of unamortized deferred financing costs associated with the Credit Agreement. These extraordinary items are reflected net of tax of $1.5 million on the accompanying consolidated statement of operations. As a result, the deferred tax asset valuation allowance was reduced by a corresponding amount with the benefit included in Income tax provision on the consolidated statement of operations included herein.

     The 11 7/8% Notes mature on June 15, 2006 and require interest payments semi-annually on each June 15 and December 15 commencing December 15, 2001. The 11 7/8% Notes may not be redeemed prior to June 15, 2005; provided, however, that the Company may, at any time and from time to time prior to June 15, 2004, redeem up to 35% of the aggregate principal amount of the 11 7/8% Notes at a price equal to 111.875% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the date of redemption, with the Net Cash Proceeds (as defined) of one or more Equity Offerings (as defined), provided that at least $195.0 million aggregate principal amount of the 11 7/8% Notes remain outstanding. On or after June 15, 2005,

10


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

the Company may, at its option, redeem the 11 7/8% Notes upon the terms and conditions set forth in the indenture.

     The 11 7/8% Notes rank equally to all other existing and future senior debt but are effectively subordinated to the borrowings under the Credit Agreement to the extent of collateral securing the Credit Agreement. The 11 7/8% Notes are effectively subordinated to all liabilities (including trade and intercompany obligations) of the Company’s subsidiaries which are not guarantors of the Credit Agreement and the B Term Loan. The indenture governing the 11 7/8% Notes provides for certain restrictions regarding additional debt, dividends and other distributions, additional stock of subsidiaries, certain investments, liens, transactions with affiliates, mergers, consolidations, and the transfer and sales of assets. The indenture also provides that a holder of the 11 7/8% Notes may, under certain circumstances, have the right to require that the Company repurchase such holder’s 11 7/8% Notes upon a change of control of the Company. The 11 7/8% Notes are unconditionally guaranteed as to the payment of principal, premium, if any, and interest, jointly and severally by the Company’s material domestic subsidiaries.

     Pursuant to an Exchange Offer Registration Rights Agreement (the “Registration Rights Agreement”), the Company agreed to use its best efforts to file and have declared effective an Exchange Offer Registration Statement with respect to an offer to exchange the 11 7/8% Notes for other notes of the Company with terms substantially identical to the 11 7/8% Notes. The Company also agreed to consummate such exchange offer on or prior to December 19, 2001. As a result of the Chapter 11 Filings by the Company on December 5, 2001 as discussed in Note 13, such registration has not occurred.

     The B Term Loans amortize at the rate of 1% of principal per year and mature in full on December 31, 2005 (at which time all remaining unpaid principal will be due and payable). The B Term Loans rank equally with all other loans outstanding under the Credit Agreement and share equally in the guarantees and collateral granted by the Company and its subsidiaries to secure the amounts outstanding under the Credit Agreement. The B Term Loans are also subject to the same covenants and events of default which govern all other loans outstanding under the Credit Agreement.

     The interest rates of the B Term Loans are, at the option of the Company, based upon either an adjusted eurocurrency rate (the “eurocurrency rate”) or the rate which is equal to the highest of CIBC’s prime rate, the federal funds rate plus  1/2 of 1% and the base certificate of deposit rate plus 1% (the “ABR rate”), in each case plus an applicable margin. For B Term Loans which bear interest at the eurocurrency rate, the applicable margin is 5.0%, and for B Term Loans which bear interest at the ABR rate, the applicable margin is 4.0%. The Company may elect interest periods of one, two, three or six months for eurocurrency loans. Interest is computed on the basis of actual number of days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, for ABR loans based on the prime rate). Interest is payable at the end of each interest period and, in any event, at least every three months.

     The Credit Agreement, as amended, contains certain financial covenants regarding interest coverage ratios, fixed charge coverage ratios, leverage ratios and capital spending limitations. For purposes of these consolidated financial statements, all amounts outstanding with respect to the Credit Agreement, the senior subordinated notes, and the 11 7/8% Notes outstanding at October 31, 2001 are classified as a current liability as of October 31, 2001.

Trade Securitization Agreement

     In April 1998, the Company entered into a three-year trade securitization agreement pursuant to which the Company and certain of its subsidiaries sold, and continued to sell on an ongoing basis, a portion of their accounts receivables to a special purpose entity (“Funding Co.”), which is wholly owned by the Company. Accordingly, the Company and such subsidiaries, irrevocably and without recourse, transferred and continued to transfer substantially all of their U.S. dollar denominated trade accounts receivable to Funding Co. Funding

11


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Co. then sold and continued to sell such trade accounts receivable to an independent issuer of receivable-backed commercial paper. The Company has collection and administrative responsibilities with respect to all the receivables that are sold.

     This trade securitization agreement expired on May 1, 2001 and as such, there were no receivables sold at October 31, 2001. From the expiration date to October 31, 2001, the Company financed the amount of receivables previously sold under the securitization agreement with its revolving credit facility. The impact of the discontinued securitization program had an adverse impact on liquidity of approximately $71.6 million for the nine month period ended October 31, 2001.

(4) Derivative Financial Instruments

     On February 1, 2001, the Company adopted Financial Accounting Standards Board (“FASB”) 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.” The adoption of these standards did not have a material impact on the Company’s financial position or results of operations.

     The Company has significant investments in foreign subsidiaries. The majority of these investments are in Europe wherein the Euro is the functional currency. As a result, the Company is exposed to fluctuations in exchange rates between the Euro and the U.S. Dollar. To reduce this exposure, the Company entered into cross-currency interest rate swap agreements. At January 31, 2001, the Company held $281 million notional amount of cross-currency interest rate swaps, which are recorded in the accompanying consolidated balance sheet at fair value. At January 31, 2001, the Company had an unrealized loss of approximately $0.4 million. The fair value of the Company’s cross-currency interest rate swaps is the estimated amount the Company would receive or pay to terminate the agreement based on third party market quotes. During the nine months ended October 31, 2001, the Company received net cash in the amount of $10.1 million in connection with the early termination of all cross-currency interest rate swap agreements. These payments reduced the fair market value recorded by the Company resulting from accounting for mark-to-market adjustments during the terms of the agreements. As such, the Company held no cross-currency interest rate swaps at October 31, 2001.

     The Company designated these swap agreements as hedges of the foreign currency exposure of its net investment in foreign operations.automotive wheels. In addition, the Company has designated a term loan, totaling 30.5 million Euro at October 31, 2001, as a hedge of foreign currency exposure of its net investment in its European operations.

     The Company records the gain or loss on the derivative financial instruments designated as hedges of the foreign currency exposure of its net investment in foreign operations as currency translation adjustments in Accumulated Other Comprehensive Loss to the extent the hedges are effective. The gain or loss on the hedging instruments offset the change in currency translation adjustments resulting from translating the foreign operations’ financial statements from their respective functional currency to the Dollar. In the third quarter of fiscal 2001, the Company recorded a loss of $7.5 million on the instruments designated as hedges in Accumulated Other Comprehensive Loss. The tax effect of this loss was offset by a reversal of the deferred tax asset valuation allowance, such that there was no net tax benefit in the quarter ended October 31, 2001. As these derivative financial instruments were accountedalso designs and manufactures wheels and brake components for as qualifying hedges prior to adoption of SFAS No. 133, no transition adjustment was recorded at the date of adoption.

12


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(5) Inventories

The major classes of inventory are as follows:

          
October 31,January 31,
20012001


Raw materials $42.3  $49.7 
Work-in-process  45.8   60.1 
Finished goods  56.8   72.4 
Spare parts and supplies  36.9   35.1 
   
   
 
 Total $181.8  $217.3 
   
   
 

(6) Property, Plantcommercial highway vehicles, and Equipment

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

          
October 31,January 31,
20012001


Land $30.7  $31.2 
Buildings  249.5   248.7 
Machinery and equipment  1,156.4   1,134.9 
   
   
 
   1,436.6   1,414.8 
Accumulated depreciation  (378.0)  (310.0)
   
   
 
 Net property, plant and equipment $1,058.6  $1,104.8 
   
   
 

(7) Asset Impairments and Other Restructuring Charges

     During the third quarter of fiscal 2001 the Company recognized asset impairment losses of $4.6 million related principally to $2.3 million due to the discontinuance of the Company’s Equipment and Engineering business located in Montague, Michigan, $0.9 million related to the abandonment of a greenfield project in Thailand, and impairments of investments in other fixed assets. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

     In the third quarter of fiscal 2000, the Company recorded asset impairment and other restructuring charges of $73.9 million. These charges relate principally to $63.6 million in impairment of excess and obsolete machinery and equipment, $7.6 million in severance and facility closure costs, and $2.7 millionaluminum non-structural components for the termination of certain contractual obligations.automotive, commercial highway, heating and general equipment industries.

(8) Sale of Non-Core Business

     During the third quarter of fiscal 2001, the Company sold its 25% interest in a Canadian joint venture for cash proceeds of $9.5 million. In connection with the sale, the Company recognized a gain of $0.6 million, which is included in Other income, net, on the accompanying consolidated statement of operations.

(9) Earnings Per Share

     Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are computed by dividing net income (loss) by the diluted weighted average shares outstanding. Diluted weighted average shares assume the exercise of stock options and warrants.

13


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Shares outstanding for the three months and nine months ended October 31, 2001 and 2000, were as follows:

                 
Three MonthsNine Months
EndedEnded


2001200020012000




Weighted average shares outstanding  28,456   29,189   28,456   29,965 
Dilutive effect of options and warrants            
   
   
   
   
 
Diluted shares outstanding  28,456   29,189   28,456   29,965 
   
   
   
   
 

     For the three months and nine months ending October 31, 2001 and 2000, respectively, all options and warrants were excluded from the calculation of diluted earnings (loss) per share as the effect was anti-dilutive due to the net loss reflected for such periods.

(10) 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 nine months ended October 31, 2001 and 2000 are as follows:

          
20012000


Net loss $(186.6) $(53.4)
Cumulative translation adjustments  (19.6)  (7.8)
   
   
 
 Total comprehensive loss $(206.2) $(61.2)
   
   
 

(11) Contingencies

     Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability, patent infringement, and employee benefit matters. While the amounts claimed may be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies. However, based on facts currently available, management believes that the disposition of matters that are pending or asserted will not have a material adverse effect on the financial position of the Company.

     Following the September 5, 2001 announcement of the restatements, several lawsuits were filed by and purportedly on behalf of the shareholders of the Company naming as defendants a combination of the Company, Mr. Cucuz and Mr. Shovers. These lawsuits are seeking class action status, but no class has yet been certified in these actions. Due to the Company’s bankruptcy filing, this litigation against the Company is subject to the automatic stay.

     Certain operating leases covering leased assets with an original cost of approximately $68.0 million, contain provisions which, if certain events occur or conditions are met, including termination of the lease, might require the Company to purchase or re-sell the leased assets within a specified period of time, generally one year, based on amounts specified in the lease agreements. On July 18, 2001, the Company received notification of termination from a lessor with respect to leased assets having approximately $25.0 million of

14


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

original cost (which termination was not to be effective for one year). The Company has not agreed with the lessor that a termination has occurred at the time of the notice and has continued to use the leased assets.

(12) 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, Components, and Other. The Other category includes Commercial Highway products, the corporate office and elimination of intercompany activities, none of which meet the requirements of being classified as an operating segment.

The following table represents revenues and other financial information by business segment for the nine months ended October 31:

                          
RevenueNet Income (Loss)Total Assets



(As Restated)(As Restated)(As Restated)
200120002001200020012000






Automotive wheels $952.0  $1,054.7  $(51.4) $10.7  $1,282.0  $1,417.7 
Components  503.1   506.3   (19.2)  (7.0)  884.7   964.5 
Other  119.4   131.0   (116.0)  (57.1)  437.6   269.4 
   
   
   
   
   
   
 
 Total $1,574.5  $1,692.0  $(186.6) $(53.4) $2,604.3  $2,651.6 
   
   
   
   
   
   
 

(13) Subsequent Events

Chapter 11 Filings

     On December 5, 2001, the Company,Hayes Lemmerz International, Inc., 30 of its wholly-owned domestic subsidiaries and one wholly-owned Mexican subsidiary (collectively, the “Debtors”) filed voluntary petitions for reorganization relief (the “Chapter 11 Filings” or the “Filings”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Filings are being jointly administered, for procedural purposes only, before the Bankruptcy Court under Case No. 01-11490-MFW.

During the pendancypendency of these Filings, the Debtors remain in possession of their properties and assets and management of the Company continues to operate the businesses of the Debtors as debtors-in-possession. As a debtor-in-possession, the Company is authorized to operate the business of the Debtors, but may not engage in transactions outside of the ordinary course of business without the approval of the Bankruptcy Court, after notice and the opportunity for a hearing.

     Shortly after the commencement of the Chapter 11 Filings, on December 21, 2001, the Bankruptcy Court granted interim approval for the Debtors to obtain $45 million in debtor-in-possession financing (the “DIP facility”). Subsequently, on January 28, 2002, the Bankruptcy Court granted final approval of a $200 million DIP facility for the Debtors. The amounts that the Company is able to borrow under the DIP facility are determined by a borrowing base formula based on certain eligible assets of the Company. As of April 10, 2002, the Company had $4.0 million in cash borrowings and had issued $4.7 million in letters of credit pursuant to this financing. The amount available under the DIP facility as of April 10, 2002, after taking into account the aforementioned borrowings and letters of credit, was $87.0 million.

     The Bankruptcy Court has approved payment of certain of the Debtors’ pre-petition liabilities, such as employee wages, benefits, and certain customer, vendor and freight program related payments. In addition, the Bankruptcy Court authorized the Debtors to continue and maintain the majority of their employee benefit programs. Pension and savings plan funds are in trusts and protected under federal regulations. All required

15


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

contributions are current in the respective plans. The Debtors have received Bankruptcy Court approval for the retention of legal, financial and management consulting professionals, and from time to time may seek Bankruptcy Court approval for the retention of additional financial and management consulting professionals, to advise the Debtors in the bankruptcy proceedings and the restructuring of its businesses.

     Pursuant to the automatic stay provisions of Section 362 ofUnder the Bankruptcy Code, actions to collect pre-petition indebtedness, and virtually allas well as most other pending litigation, against the Debtors that was, or could have been, brought prior to the commencement of the Chapter 11 Filings are stayed and other contractual obligations ofagainst the Debtors generally may not be enforced against them. In addition,enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under Section 365a plan of reorganization to be voted upon by creditors and equity holders proposed to receive distributions thereunder (under the Bankruptcy Code, parties not receiving a distribution are deemed to reject and are not entitled to vote) and approved by the Bankruptcy Court. A plan of reorganization must be confirmed by the Bankruptcy Court, upon certain findings being made by the Bankruptcy Court which are required by the Bankruptcy Code. The Bankruptcy Court may confirm a plan notwithstanding the non-acceptance of such plan by an impaired class of creditors or equity security holders if certain requirements of the Bankruptcy Code subjectare met.

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     Pursuant to an order entered by the approvalBankruptcy Court on August 19, 2002, the period during which the Company has the exclusive right to propose a plan of reorganization expires on December 16, 2002. Although the current exclusive period may be extended at the discretion of the Bankruptcy Court upon request, the Debtors may assume or reject executory contracts and unexpired leases. Ascurrently expect to file a proposed plan of reorganization with the Bankruptcy Court prior to the expiration of the date of this filing,current exclusive period. There can, however, be no assurance that such a reorganization plan or plans will be proposed by the Debtors had not yet completed their reviewor confirmed by the Bankruptcy Court, or that any such plan(s) will be consummated.

     The Company currently expects that any plan of all contractsreorganization it might propose likely will provide that the existing common stock of the Company would be cancelled and leases for assumption or rejection, but ultimately will assume or reject all such contracts and leases. The Debtors cannot presently determine or reasonably predictthat certain creditors of the ultimate liabilityCompany would be issued new common stock in the reorganized Company. Although there can be no assurance that may result from rejecting such contracts or leases or from the filinga plan of rejection damage claims, but such rejections could result in additional liabilities subject to compromise.

     Parties with claims againstreorganization proposed by the Debtors including,would be confirmed by the Bankruptcy Court or consummated, holders of common stock of the Company should assume that they could receive little or no value as part of any plan of reorganization. In light of the foregoing, the Company considers the value of the common stock to be highly speculative.

     Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in common stock of the Company or in claims relating to pre-petition liabilities and/or other securities of the Company.

     Under the priority scheme established by the Bankruptcy Code, substantially all post-petition liabilities and pre-petition liabilities need to be satisfied before shareholders are entitled to receive any distribution. The ultimate recovery, if any, to creditors and/or shareholders will not be determined until confirmation of a plan or plans of reorganization and substantial completion of claims reconciliation by the Company and claims allowance by the Bankruptcy Court.

     On January 31, 2002, the Debtors filed with the Bankruptcy Court schedules and statements of financial affairs setting forth, among other things, claimsthe assets and liabilities of the Debtors as shown on the Company’s books and records, subject to the assumptions contained in certain notes filed in connection therewith. The Debtors subsequently amended the schedules and statements on March 21, 2002 and July 12, 2002. All of the schedules are subject to further amendment or modification. On March 26, 2002, the Bankruptcy Court established June 3, 2002 as the deadline for damages resulting from the rejection of executory contracts or unexpired leases, may filefiling proofs of claim with the Bankruptcy CourtCourt. The Debtors mailed notice of the proof of claim deadline to all known creditors. Differences between amounts scheduled by the Debtors and claims by creditors currently are being investigated and resolved in accordanceconnection with the reorganizationDebtors’ claims resolution process. Proofs of claims generally must be filed with the Bankruptcy Court by the later of (a) June 3, 2002, whichAlthough that process has commenced and is the general claims bar date established by the Bankruptcy Courtongoing, in the Debtors’ cases, or (b) the date that is thirty days after entry of order approving the rejection.

     All liabilities subject to compromise are subject to future adjustment depending on Bankruptcy Court action, further developments with respect to disputed claims, or other events. Under a confirmed plan of reorganization, most all unsecured pre-petition claims may be paid at amounts substantially less than their allowed amounts. In light of the number of creditors of the Debtors and certain claims objection blackout periods, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known and because the settlement terms of such allowed claims is subject to a confirmed plan of reorganization, the ultimate resolutiondistribution with respect to allowed claims is not presently ascertainable.

     The consummation of a plan or plans of reorganization is the principal objective of the Chapter 11 Filings. A plan of reorganization sets forth the means for satisfying claims against and interests in the Company and its Debtor subsidiaries, including the liabilities subjectIn addition to compromise. Generally, pre-petition liabilities are subject to settlement under such a plan or plans of reorganization, which must be voted upon by certain creditors and approved by the Bankruptcy Court. Pursuant to an Order of the Bankruptcy Court in the Debtors’ cases, the Debtors have the exclusive right through September 3, 2002 to submit a plan or plans of reorganization. Such exclusive period may be lengthened (or shortened) by Bankruptcy Court order pursuant to the request of the Debtors or a party-in-interest. The Debtors have retained Lazard Freres & Co. LLC, as financial advisors and investment bankers for the purpose of providing financial advisory and investment banking services during the Chapter 11 reorganization process. The Company anticipates that any plan or plans of reorganization it may propose, if ultimately approved byfile, the Bankruptcy Court,Company currently expects to file a disclosure statement intended to provide information sufficient to enable holders of claims or interests to make an informed judgment about the plan. The disclosure statement would result in substantial dilution ofset forth, among other things, the interest of existing equity holders, so that they would hold little, if any, meaningful stake in the reorganized enterprise.

     Confirmation of aCompany’s proposed plan of reorganization, is subjectproposed distributions that would be made to the Company’s stakeholders under the proposed plan, certain findings being made by the Bankruptcy Court, alleffects of which are required by the Bankruptcy Code. Subject to certain exceptions set forth in the Bankruptcy Code, confirmation of a plan of reorganization requires the approval of the Bankruptcy Court and the affirmative vote of each impaired class of creditors and equity security holders. The Bankruptcy Court may confirm a plan notwithstanding the non-acceptance of the plan, by an impaired class of creditors or equity security holders if certain requirementsand various risk factors associated with the plan and confirmation thereof. It would also contain information regarding, among other matters, significant events that occurred during the Company’s Chapter 11 proceedings, the anticipated organization, operation and financing of the Bankruptcy Code are met. Therereorganized Company, as well as the confirmation process and the voting procedures holders of claims and/or interests must follow for their votes to be counted.

     Although the Debtors expect to file a reorganization plan or plans that provide for emergence from bankruptcy during the second quarter of fiscal 2003, there can be no assurance that such a reorganization plan or plans will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that any such plan or plansplan(s) will be consummated.

16


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

consummated in that time period or at any later time. Currently, it is not possible to predict the length of time the Company will operate under the protection of Chapter 11 and the supervision of the Bankruptcy Court, when the Company will file a plan or plans of reorganization with the Bankruptcy Court, the outcome of the Chapter 11 proceedings in general, or the effect of the proceedings on the business of the Company or on the interest of the various creditors and stakeholders. Under the priority scheme established by the Bankruptcy Code, certain post-petition liabilities need

     Pursuant to be satisfied before shareholders can receive any distribution. The ultimate recovery, if any, to shareholders will not be determined until confirmation of a plan or plans of reorganization. There can be no assurance as to what value, if any, will be ascribed to the common stock of the Company in the bankruptcy proceedings, and the value of the equity represented by that stock could be substantially diluted or canceled.

     The Company’s financial statements commencing with the period that includes December 5, 2001, the date of filing of the Chapter 11 proceedings, will be presented in conformity with the AICPA’sAICPA Statement of Position 90-7 “Financial Reporting Byby Entities Inin Reorganization Underunder the Bankruptcy Code,” (“SOP 90-7”). The statement requires, the accounting for the effects of the reorganization will occur once a segregationplan of liabilities subject to compromisereorganization is confirmed by the Bankruptcy Court and there are no remaining contingencies material to

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completing the implementation of the plan. The “fresh start” accounting principles pursuant to SOP 90-7 provide, among other things, for the Company to determine the value to be assigned to the equity of the reorganized Company as of the bankruptcy filinga date and identification of all transactions and events that are directly associated with the reorganization of the Company.

selected for financial reporting purposes. The accompanying consolidated financial statements do not reflect: (a) the requirements of SOP 90-7 for fresh start accounting, (b) the realizable value of assets on a liquidation basis or their availability to satisfy liabilities; (c) aggregate pre-petition liability amounts that may be allowed for unrecorded claims or contingencies, or their status or priority; (d) the effect of any changes to the Debtors’ capital structure or in the Debtors’ business operations as the result of an approved plan of reorganization; or (e) adjustments to the carrying value of assets (including goodwill and other intangibles) or liability amounts that may be necessary as the result of future actions by the Bankruptcy Court.

     On May 30, 2002, the Bankruptcy Court entered an order approving, among other things, the critical employee retention plan filed with the Bankruptcy Court in February 2002 which is designed to compensate certain critical employees in order to assure their retention and availability during the Company’s restructuring. The plan has two components which will (i) reward critical employees who remain with the Company (and certain affiliates of the Company who are not directly involved in the restructuring) during and through the completion of the restructuring (the “Retention Bonus”) and (ii) provide additional incentives to a more limited group of the most senior critical employees if the enterprise value upon completing the restructuring exceeds an established baseline (the “Restructuring Performance Bonus”).

     The maximum possible aggregate amount of Retention Bonus is approximately $8.5 million and is payable in cash upon the consummation of the restructuring. Pursuant to plan provisions, thirty-five percent, or approximately $3.2 million, of such Retention Bonus was paid on October 1, 2002. The maximum possible aggregate amount of any Restructuring Performance Bonus is $37.5 million and will be payable as soon as reasonably practicable after the consummation of the restructuring. Up to 70% of the amount by which a Restructuring Performance Bonus exceeds a participant’s Retention Bonus may be paid in restricted shares or units of any common stock of the Company that is issued as part of a confirmed plan of reorganization in connection with the restructuring, if the Company’s Board of Directors elects, within the time period specified in the plan. The amount of any Restructuring Performance Bonus to be earned is not currently estimable and will not be determined until confirmation of a plan or plans of reorganization.

     As of October 31, 2002, there were $42.1 million of outstanding borrowings and $4.7 million in letters of credit issued under the Company’s Debtor-In-Possession revolving credit facility (the “DIP Facility”). As of December 13, 2002, there were $23.3 million of outstanding borrowings and $4.7 million in letters of credit issued in connection with the DIP Facility. The amount of availability under the DIP Facility as of December 13, 2002 was $74.4 million, net of the aforementioned borrowings and issued letters of credit.

     Reorganization items as reported in the accompanying consolidated statement of operations for the three months and nine months ended October 31, 2002 is comprised of:

          
   Three Months  Nine Months 
   Ended  Ended 
   
  
 
Critical employee retention plan provision $0.8  $6.0 
Estimated accrued liability for rejected prepetition leases and contracts     9.5 
Professional fees directly related to the Filing  6.3   20.9 
Gain on settlement of prepetition liabilities     (1.2)
Interest earned during Chapter 11 reorganization proceedings  (0.1)  (0.3)
  
  
 
 Total $7.0  $34.9 
  
  
 

     Cash payments with respect to such reorganization items of $10.5 million and $21.5 million made during the three months and nine months ended October 31, 2002, respectively, consisted of professional fees and the Retention Bonus.

     The condensed financial statements of the Debtors are presented in Note 10, “Condensed Consolidating Financial Statements.”

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(2) Basis of Presentation

     As discussed in Note 1, the Company filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code in December 2001. The accompanying consolidated financial statements have been prepared in accordance with SOP 90-7 and on a going concern basis. Continuing as a going concern contemplates continuity of operations, realization of assets, and payment of liabilities in the ordinary course of business. The accompanying consolidated financial statements do not reflect adjustments that might result if the Company is unable to continue as a going concern. The Company’s recent history of significant losses, deficit in stockholders’ equity and issues related to non-compliance with debt covenants raise substantial doubt about the Company’s ability to continue as a going concern. Continuing as a going concern is dependent upon, among other things, the Company’s formulation of a plan of reorganization that is confirmed by the Bankruptcy Court, the success of future business operations, and the generation of sufficient cash from operations and financing sources to meet the Company’s obligations. SOP 90-7 requires the segregation of liabilities subject to compromise by the Bankruptcy Court as of the bankruptcy filing date, and identification of all transactions and events that are directly associated with the reorganization of the Company.

     The Company’s unaudited interim consolidated financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim period results have been included. Operating results for the nine months ended October 31, 2002 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 31, 2003.

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

(3) Inventories

     The major classes of inventory are as follows:

          
   October 31,  January 31, 
   2002  2002 
   
  
 
Raw materials $34.9  $38.7 
Work-in-process  49.0   39.2 
Finished goods  44.8   41.4 
Spare parts and supplies  36.4   35.9 
  
  
 
 Total $165.1  $155.2 
  
  
 

(4) Property, Plant and Equipment

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

          
   October 31,  January 31, 
   2002  2002 
   
  
 
Land $29.9  $29.9 
Buildings  255.2   240.6 
Machinery and equipment  1,091.3   1,063.3 
  
  
 
   1,376.4   1,333.8 
Accumulated depreciation  (440.7)  (368.4)
  
  
 
 Property, plant and equipment, net $935.7  $965.4 
  
  
 

(5) Asset Impairments and Other Restructuring Charges

     Asset impairments and other restructuring charges recorded by the Company during the three months and nine months ended October 31, 2002 and 2001 are as follows (millions of dollars):

                  
   Three  Nine 
   Months Ended  Months Ended 
   
  
 
   2002  2001  2002  2001 
   
  
  
  
 
Impairment of manufacturing facilities $0.3  $  $0.6  $28.5 
Impairment of machinery and equipment  5.3   4.6   22.6   13.5 
Facility closures        6.7   0.6 
Other restructuring  5.4      6.4    
  
  
  
  
 
 Total $11.0  $4.6  $36.3  $42.6 
  
  
  
  
 

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Impairment of Manufacturing Facilities

     Based on current real estate market conditions, the Company recorded an asset impairment charge of $0.3 million in the third quarter of fiscal 2002 to write down its Somerset, Kentucky facility to fair value.

     As a consequence of the notifications received in April 2001 by the Company from certain customers of its Petersburg, Michigan manufacturing facility regarding significantly lower future product orders and the failure to obtain adequate customer support required to relocate production, management revised its estimate of future undiscounted cash flows expected to be generated by the facility. The Company concluded that this estimated amount was less than the carrying value of the long-lived assets related to the Petersburg facility and, accordingly, recognized an impairment charge of $28.5 million in the first nine months of fiscal 2001. An additional impairment charge of $0.3 million was recorded in the second quarter of fiscal 2002 to further write down the Petersburg facility to fair value based on current real estate market conditions.

Impairment of Machinery and Equipment

     During the third quarter of fiscal 2002, the Company recognized asset impairment losses of $5.3 million on certain machinery and equipment in the Automotive Wheel segment due to a change in management’s plan for the future use of idled machinery and equipment and the discontinuance of certain machinery and equipment due to changes in product mix. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery and equipment.

     In the second quarter of fiscal 2002, the Company determined, based on its most recent sales projections for the facility, that its current estimate of the future undiscounted cash flows from its manufacturing facility in La Mirada, California would not be sufficient to recover the carrying value of the facility’s fixed assets and production tooling. Accordingly, the Company recorded an estimated impairment loss of $15.5 million in the second quarter of fiscal 2002 on those assets. During the second quarter of fiscal 2002, the Company also recognized asset impairment losses of $1.8 million on certain machinery and equipment due primarily to a change in management’s plan for the future use of idled machinery and equipment. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

     During the third quarter of fiscal 2001 the Company recognized asset impairment losses of $4.6 million related principally to $2.3 million due to the discontinuance of the Company’s Equipment and Engineering business located in Montague, Michigan, $0.9 million related to the abandonment of a greenfield project in Thailand, and impairments of investments in other fixed assets. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

     During the second quarter of fiscal 2001, the company recognized an impairment loss of $6.4 million related principally to a change in management’s plan for future use of idled machinery and equipment in the Automotive Wheel segment, and to investments in machinery, equipment and tooling at its Somerset, Kentucky facility. Such assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment, and tooling. During the first quarter of fiscal 2001, the Company recognized an asset impairment loss of $2.5 million related to the abandonment of plans to continue to invest in the start-up of certain single-purpose equipment.

Facility Closures

     In February 2002, the Company committed to a plan to close its manufacturing facility in Somerset, Kentucky. The Company will record asset impairment losses of $5.8 million in the fourth quarter of fiscal 2001 related to the Somerset facility’s machinery and equipment, which are in addition to asset impairment losses previously recorded in the second quarter of 2001. In connection with the closure of the Somerset facility (which commenced during February 2002), the Company will record arecorded an estimated restructuring charge of $4.4$6.7 million in the first quarter of fiscal 2002. This charge includes amounts related to lease termination costs and other closure costs including security and maintenance costs subsequent to the shut down date. The amount of the charge related to lease terminations of $3.5 million has been classified as a liability subject to compromise at October 31, 2002 and has been excluded from the table below. Of the other closure costs, approximately $1.8 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002 and fiscal 2003.

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     In the fourth quarter of fiscal 2001, the Company committed to a plan to close its manufacturing facility in Bowling Green, Kentucky and recorded a restructuring charge of $10.7 million. This charge relates to the termination of leases and other closure costs, including security and maintenance costs subsequent to the shutdown date,date. Originally planned to begin during July 2002, the closure of the plant has been temporarily delayed, and as such, no costs have been paid related to the shutdown. The closure costs are expected to be paid in fiscal 2003.

     In June 2001, the Company committed to a plan to close the Petersburg facility, and accordingly recorded an estimated restructuring charge of $0.6 million. This charge includes amounts related to security and other maintenance costs subsequent to the shutdown date. Of this charge, $0.6 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002 and fiscal 2003.

AcquisitionOther Restructuring Charges

     In Marchfiscal 2002, the Company purchasedoffered an early retirement option to approximately 30 employees, of whom 24 accepted by the facilityrespective acceptance date. In connection with this early retirement offer, the Company recorded a charge of $3.4 million primarily related to supplemental retirement benefits and continued medical benefits. The retirement benefit portion of the charge is recorded as a component of the Company’s accrued benefit cost of the applicable defined benefit plans, and will be funded as part of the requirements of those entire plans.

     During the third quarter of fiscal 2002, the Company recorded a charge of $1.0 million related to the shutdown of its Petersburg facility. Additionally, as part of ongoing restructuring and rationalization of its operations, the Company recorded severance costs of $1.0 million in the third quarter of fiscal 2002, all of which had been paid by October 31, 2002.

     The following table describes the activity in the balance sheet accounts affected by the severance and other restructuring charges noted above during the nine months ended October 31, 2002:

                      
       Severance             
       and Other             
   January 31, 2002  Restructuring      Cash  October 31, 2002 
   Accrual  Charges  Reclassification  Payments  Accrual 
   
  
  
  
  
 
Facility exit costs $11.7  $6.7  $(3.5) $(1.4) $13.5 
Severance  6.0   2.0      (4.7)  3.3 
  
  
  
  
  
 
 Total $17.7  $8.7  $(3.5) $(6.1) $16.8 
  
  
  
  
  
 

(6) Earnings Per Share

     Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are computed by dividing net income (loss) by the diluted weighted average shares outstanding. Diluted weighted average shares assume the exercise of stock options and warrants, so long as they are not anti-dilutive.

     Shares outstanding for the three months and nine months ended October 31, 2002 and 2001, were as follows (thousands of shares):

                 
  Three Months Ended  Nine Months Ended 
  
  
 
  2002  2001  2002  2001 
  
  
  
  
 
Weighted average shares outstanding  28,456   28,456   28,456   28,456 
Dilutive effect of options and warrants            
  
  
  
  
 
Diluted shares outstanding  28,456   28,456   28,456   28,456 
  
  
  
  
 

     For the three month and nine month periods ending October 31, 2002 and 2001, respectively, all options and warrants were excluded from the calculation of diluted earnings (loss) per share as the effect was anti-dilutive.

(7) Comprehensive Income

     The components of comprehensive loss for the nine months ended October 31, 2002 and 2001 are as follows:

          
   2002  2001 
   
  
 
Net loss $(57.4) $(186.6)
Currency translation adjustments  13.6   (19.6)
  
  
 
 Total comprehensive loss $(43.8) $(206.2)
  
  
 

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(8) Liabilities Subject to Compromise

     The principal categories of claims classified as liabilities subject to compromise under reorganization proceedings are identified below. Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most other pending litigation, are stayed and other contractual obligations against the Debtors generally may not be enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization to be voted upon by creditors and equity holders and approved by the Bankruptcy Court. A plan of reorganization must be confirmed by the Bankruptcy Court, upon certain findings being made by the Bankruptcy Court which are required by the Bankruptcy Code. The Bankruptcy Court may confirm a plan notwithstanding the non-acceptance of such plan by an impaired class of creditors or equity security holders if certain requirements of the Bankruptcy Code are met.

     On January 31, 2002, the Debtors filed with the Bankruptcy Court schedules and statements of financial affairs setting forth, among other things, the assets and liabilities of the Debtors as shown on the Company’s books and records, subject to the assumptions contained in certain notes filed in connection therewith. The Debtors subsequently amended the schedules and statements on March 21, 2002 and July 12, 2002. All of the schedules are subject to further amendment or modification. On March 26, 2002, the Bankruptcy Court established June 3, 2002 as the deadline for filing proofs of claim with the Bankruptcy Court. The Debtors mailed notice of the proof of claim deadline to all known creditors. Differences between amounts scheduled by the Debtors and claims by creditors currently are being investigated and resolved in connection with the Debtors’ claims resolution process. Although that process has commenced and is ongoing, in light of the number of creditors of the Debtors and certain claims objection blackout periods, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known and the ultimate distribution with respect to allowed claims is not presently ascertainable.

Recorded Liabilities

     On a consolidated basis, recorded liabilities subject to compromise under Chapter 11 proceedings consisted of the following (millions of dollars):

           
    October 31,  January 31, 
    2002  2002 
    
  
 
Accounts payable and accrued liabilities, principally trade $153.0  $156.9 
Credit Agreement:        
 Term loans  176.8   176.8 
 Revolving facility  573.8   572.1 
 Accrued interest  34.5   13.4 
Senior Notes and Senior Subordinated Notes:        
 Face value  1,152.8   1,152.8 
 Accrued interest  49.0   49.0 
  
  
 
  Total $2,139.9  $2,121.0 
  
  
 

     During the first nine months of fiscal 2002, there were $1.7 million in letters of credit drawn against the Credit Agreement. Accordingly, the pre-petition claim under the Credit Agreement was increased by this amount. While any additional availability under the Credit Agreement has been terminated, letters of credit amounting to approximately $9.7 million remain outstanding.

     The Bankruptcy Code generally disallows the payment of interest that would otherwise accrue post-petition with respect to unsecured or undersecured claims. Lazard Freres & Co. LLC, the Company’s financial advisors and investment bankers, has recently provided the Company with a preliminary estimate of the value of the Company’s operations for reorganization plan purposes. The preliminary valuation supports the Company’s previous estimate that, under certain circumstances, the claims under the Credit Agreement may be fully secured or oversecured. There may also be circumstances in which the claims under the Credit Agreement may be undersecured.

     The Company has continued to record interest expense accruing postpetition with respect to the Credit Agreement. The amount of such unpaid interest recorded at October 31, 2002 was $34.5 million, net of the second and third quarter payments noted below. This amount has been classified as a liability subject to compromise in the

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accompanying consolidated balance sheet. The Company has not continued to record interest expense accruing postpetition with respect to the Senior Notes and the Senior Subordinated Notes. The amount of such interest accruing postpetition that has not been recorded at October 31, 2002 was $106.6 million. The recorded amount of prepetition accrued interest with respect to the Senior Notes and the Senior Subordinated Notes was $49.0 million, which has been classified as a liability subject to compromise in the accompanying consolidated balance sheet at October 31, 2002.

     As discussed above, it is not possible to predict the outcome of the Chapter 11 proceedings in general. The ultimate recovery with respect to these and other claims, if any, will not be determined until confirmation of a foundry in Chattanooga, Tennessee for $4.1 million. This purchase integrates the foundry, which produces brake drum castingsplan or plans of reorganization.

     The DIP Facility provides for the Company, intopostpetition cash payment at certain intervals of interest and fees accrued at the filing date and accruing postpetition under the Company’s commercial highway operations.

Other Subsequent Eventsprepetition credit agreements, if certain tests are satisfied relating to the liquidity position and earnings of the Company and its subsidiaries, and the repatriation of funds from foreign subsidiaries. During the second and third quarters of fiscal 2002, payments of $12.1 million and $8.3 million, respectively, were made for a portion of accrued interest and fees with respect to this provision. Further, the Company paid $2.9 million on November 1, 2002 with respect to this provision.

     During the third quarter of fiscal 2002, the Company and the lenders to the DIP Credit Agreement discovered that the applicable period(s) during which certain liquidity and earnings tests thereunder are measured had not been properly memorialized therein and the parties’ intentions were frustrated thereby. Accordingly, on December 4, 2002, the Bankruptcy Court granted authority to the Debtors and the lenders to enter into a Third Amendment of the DIP Credit Agreement to correct the measurement period definition. As modified by the Third Amendment, the DIP Credit Agreement would allow the Company to make a $13.8 million payment that is currently prohibited under the DIP Credit Agreement.

Contingent Liabilities

     Contingent liabilities of the Debtors as of the Chapter 11 Filing date are also subject to compromise. The Company is a party to litigation matters and claims that are normal in the course of its operations. Generally, litigation related to prepetition “claims,” as defined by the Bankruptcy Code, is stayed. Also, as a normal part of their operations, the Company’s subsidiaries undertake certain contractual obligations, warranties and guarantees in connection with the sale of products or services. The effect of the bankruptcy process on these matters cannot be predicted with certainty.

(9) 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, Components, and Other. The Other events occurring subsequent tocategory 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 as of and for the nine months ended October 31:

                          
   Revenue  Net Income (Loss)  Total Assets 
   
  
  
 
   2002  2001  2002  2001  2002  2001 
   
  
  
  
  
  
 
Automotive Wheels $878.4  $952.0  $(21.5) $(51.4) $1,214.7  $1,282.0 
Components  568.6   503.1   3.8   (19.2)  900.6   884.7 
Other  79.1   119.4   (39.7)  (116.0)  300.1   437.6 
  
  
  
  
  
  
 
 Total $1,526.1  $1,574.5  $(57.4) $(186.6) $2,415.4  $2,604.3 
  
  
  
  
  
  
 

     The net income (loss) amounts for the nine months ended October 31, 2001 regarding2002 presented in the marketabove table include reorganization items of $9.3 million, $(1.0) million and $26.6 million in Automotive Wheels, Components and Other, respectively.

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(10) Condensed Consolidating Financial Statements

     The following condensed consolidating financial statements present in one format the financial information required for entities that have filed for reorganization relief under Chapter 11 of the Bankruptcy Code pursuant to SOP 90-7, and the financial information required with respect to those entities which guarantee certain of the Company’s debt.

     The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s common stock, other facility closures, a reductionshare of the Company’s North American salaried workforce,subsidiaries’ cumulative results of operations, capital contributions, distributions and sale of non-core businesses are more fully discussedother equity changes. The principal elimination entries eliminate investments in the Company’s Annual Report on Form 10-K/ A for the year ended January 31, 2001,subsidiaries and the notes to the consolidated financial statements contained therein.intercompany balances and transactions.

17


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(14) Guarantor and Non-GuarantorNonguarantor Financial Statements

     As of October 31, 2001, theThe senior subordinated notes and senior 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 and the senior notes. In the third quarter of fiscal 2001, amendments were entered into by the Company and holders of the Company’s 8 1/4% and 9 1/8% Senior Subordinated Notes (the “8 1/4% Notes” and the “9 1/8% Notes”). Such amendments conformed the lists of guarantor subsidiaries of the respective senior subordinated notes to that list of subsidiaries guaranteeing the Company’s 11 7/8% Senior Notes (the “Conformed Guarantor Subsidiaries”). The list of guarantor subsidiaries of the Company’s 11% Senior Subordinated Notes (the “11% Notes”) was not conformed.

     The condensed consolidating financial information as of and for the nine months ended October 31, 20012002 for those guarantor subsidiaries of the 11% Notes (the “Guarantor Subsidiaries”) has been presented separately below as the 11% Notes are not guaranteed by the Conformed Guarantor Subsidiaries. Collectively, the Guarantor Subsidiaries and the Conformed Guarantor Subsidiaries guarantee the 8 1/4% Notes, the 9 1/8% Notes, and the 11 7/8% Senior Notes.

Financial Statements for Entities in Reorganization Under Chapter 11

     As discussed in Note 1, Hayes Lemmerz International, Inc. (the “Parent”), 30 of October 31, 2000, the 8 1/4% Notes, the 9 1/8% Notes, and the 11% Notes were guaranteed by the Guarantor Subsidiaries. Certain otherits wholly-owned domestic subsidiaries, and the foreign subsidiaries did not guarantee these notes.

     The followingone wholly-owned Mexican subsidiary filed voluntary petitions for reorganization relief under Chapter 11. In accordance with SOP 90-7, condensed consolidating financial information presents:

     (1) Condensed consolidating financial statementsis presented below as of October 31, 2001 and January 31, 2001, and for the nine month periods ended October 31, 2001 and 2000, of (a) Hayes Lemmerz International, Inc., the parent, (b) the guarantor subsidiaries (as defined), (c) the non-guarantor subsidiaries (as defined), and (d) the Company on a consolidated basis, and
     (2) Elimination entries necessary to consolidate Hayes Lemmerz International, Inc., the parent, with guarantor and non-guarantor subsidiaries.

     The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.nine months ended October 31, 2002.

18-13-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Nine Months Ended October 31, 2002
(Unaudited)

                              
   Debtors  Non-Debtors         
   
  
         
           Conformed  Nonguarantor             
       Guarantor  Guarantor  Debtor  Nonguarantor      Consolidated 
   Parent  Subsidiaries  Subsidiaries  Subsidiaries  Subsidiaries  Eliminations  Total 
   
  
  
  
  
  
  
 
Net sales $180.6  $352.0  $402.1  $33.4  $581.1  $(23.1) $1,526.1 
Cost of goods sold  180.6   322.7   368.0   36.7   488.1   (23.5)  1,372.6 
  
  
  
  
  
  
  
 
 Gross profit (loss)     29.3   34.1   (3.3)  93.0   0.4   153.5 
Marketing, general and administration  11.3   19.5   13.4      29.9      74.1 
Engineering and product development  3.5   5.5   2.1      4.5      15.6 
Amortization of goodwill        (0.4)     0.4       
Equity in (earnings) losses of subsidiaries and joint ventures  14.5   (9.1)  (10.5)  (0.7)  (0.8)  6.6    
Asset impairments and other restructuring charges  5.7   19.4   9.0   0.4   1.8      36.3 
Other expense (income), net  3.8   (0.6)  (4.4)     (5.8)     (7.0)
Reorganization items  26.6   9.3   (1.0)           34.9 
  
  
  
  
  
  
  
 
 Earnings (loss) from operations  (65.4)  (14.7)  25.9   (3.0)  63.0   (6.2)  (0.4)
Interest expense, net  5.8   18.1   13.4      16.4      53.7 
  
  
  
  
  
  
  
 
 Earnings (loss) before taxes on income and minority interest  (71.2)  (32.8)  12.5   (3.0)  46.6   (6.2)  (54.1)
Income tax provision (benefit)  (13.8)  0.5   0.9   0.6   12.4      0.6 
  
  
  
  
  
  
  
 
 Earnings (loss) before minority interest  (57.4)  (33.3)  11.6   (3.6)  34.2   (6.2)  (54.7)
Minority interest              2.7      2.7 
  
  
  
  
  
  
  
 
 Net income (loss) $(57.4) $(33.3) $11.6  $(3.6) $31.5  $(6.2) $(57.4)
  
  
  
  
  
  
  
 

-14-


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Condensed Consolidating Statements of Operations

For the Nine Months Ended October 31, 2001
(Unaudited)
                                             
Conformed Conformed 
GuarantorGuarantorNon-guarantorConsolidated Guarantor Guarantor Nonguarantor Consolidated 
ParentSubsidiariesSubsidiariesSubsidiariesEliminationsTotal Parent Subsidiaries Subsidiaries Subsidiaries Eliminations Total 






 
 
 
 
 
 
 
Net salesNet sales $199.3 $389.6 $379.1 $614.2 $(7.7) $1,574.5 Net sales $199.3 $389.6 $379.1 $614.2 $(7.7) $1,574.5 
Cost of goods soldCost of goods sold 185.6 364.8 387.8 513.7 (7.7) 1,444.2 Cost of goods sold 185.6 364.8 387.8 513.7  (7.7) 1,444.2 
 
 
 
 
 
 
   
 
 
 
 
 
 
Gross profit 13.7 24.8 (8.7) 100.5  130.3 Gross profit (loss) 13.7 24.8  (8.7) 100.5  130.3 
Marketing, general and administrationMarketing, general and administration 14.5 18.9 15.4 31.1  79.9 Marketing, general and administration 14.5 18.9 15.4 31.1  79.9 
Engineering and product developmentEngineering and product development 2.8 5.6 2.1 6.4  16.9 Engineering and product development 2.8 5.6 2.1 6.4  16.9 
Amortization of
intangibles
Amortization of
intangibles
 0.9 5.8 8.0 5.3  20.0 Amortization of intangibles 0.9 5.8 8.0 5.3  20.0 
Equity in (earnings) loss of subsidiaries and joint venturesEquity in (earnings) loss of subsidiaries and joint ventures 122.8 35.0 3.5 (0.1) (160.3) 0.9 Equity in (earnings) loss of subsidiaries and joint ventures 122.8 35.0 3.5  (0.1)  (160.3) 0.9 
Asset impairments and other restructuring chargesAsset impairments and other restructuring charges 4.7 0.7 36.4 0.8  42.6 Asset impairments and other restructuring charges 4.7 0.7 36.4 0.8  42.6 
Loss on investment in joint ventureLoss on investment in joint venture 3.8     3.8 Loss on investment in joint venture 3.8     3.8 
Other (income) expense, netOther (income) expense, net (1.4)  (0.8) (1.5)  (3.7)Other (income) expense, net  (1.4)   (0.8)  (1.5)   (3.7)
 
 
 
 
 
 
   
 
 
 
 
 
 
Earnings (loss) from operations (134.4) (41.2) (73.3) 58.5 160.3 (30.1)Earnings (loss) from operations  (134.4)  (41.2)  (73.3) 58.5 160.3  (30.1)
Interest expense, netInterest expense, net 56.0 32.8 29.5 23.7  142.0 Interest expense, net 56.0 32.8 29.5 23.7  142.0 
 
 
 
 
 
 
   
 
 
 
 
 
 
Earnings (loss) before taxes on income, minority interest, and extraordinary gain (190.4) (74.0) (102.8) 34.8 160.3 (172.1)Earnings (loss) before taxes on income, minority interest, and extraordinary gain  (190.4)  (74.0)  (102.8) 34.8 160.3  (172.1)
Income tax provision (benefit) (1.1) 0.5 0.8 14.4  14.6 
Income tax (benefit) provisionIncome tax (benefit) provision  (1.1) 0.5 0.8 14.4  14.6 
 
 
 
 
 
 
   
 
 
 
 
 
 
Earnings (loss) before minority interest and extraordinary gain (189.3) (74.5) (103.6) 20.4 160.3 (186.7)Earnings (loss) before minority interest and extraordinary gain  (189.3)  (74.5)  (103.6) 20.4 160.3  (186.7)
Minority interestMinority interest    2.6  2.6 Minority interest    2.6  2.6 
 
 
 
 
 
 
   
 
 
 
 
 
 
Earnings (loss) before extraordinary gain (189.3) (74.5) (103.6) 17.8 160.3 (189.3)Earnings (loss) before extraordinary gain  (189.3)  (74.5)  (103.6) 17.8 160.3  (189.3)
Extraordinary gain, net of taxExtraordinary gain, net of tax 2.7     2.7 Extraordinary gain, net of tax 2.7     2.7 
 
 
 
 
 
 
   
 
 
 
 
 
 
Net income (loss) $(186.6) $(74.5) $(103.6) $17.8 $160.3 $(186.6)Net income (loss) $(186.6) $(74.5) $(103.6) $17.8 $160.3 $(186.6)
 
 
 
 
 
 
   
 
 
 
 
 
 

19-15-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)CONDENSED CONSOLIDATING BALANCE SHEETS

As of October 31, 2002
(Unaudited)

                              
   Debtors  Non-Debtors         
   
  
         
           Conformed  Nonguarantor             
       Guarantor  Guarantor  Debtor  Nonguarantor      Consolidated 
   Parent  Subsidiaries  Subsidiaries  Subsidiaries  Subsidiaries  Eliminations  Total 
   
  
  
  
  
  
  
 
Cash and cash equivalents $11.9  $0.1  $0.3  $0.3  $32.8  $  $45.4 
Receivables  36.5   38.5   83.8   1.9   163.4      324.1 
Inventories  22.9   22.2   45.1   1.6   73.3      165.1 
Prepaid expenses and other  13.3   5.3   13.1   0.3   18.2   (9.8)  40.4 
  
  
  
  
  
  
  
 
 Total current assets  84.6   66.1   142.3   4.1   287.7   (9.8)  575.0 
Net property, plant and equipment  112.0   154.7   244.5   7.3   415.8   1.4   935.7 
Goodwill and other assets  920.5   234.7   387.5   24.8   298.6   (961.4)  904.7 
  
  
  
  
  
  
  
 
 Total assets $1,117.1  $455.5  $774.3  $36.2  $1,002.1  $(969.8) $2,415.4 
  
  
  
  
  
  
  
 
DIP facility $42.1  $  $  $  $  $  $42.1 
Bank borrowings and other notes     2.0         20.0      22.0 
Current portion of long-term debt              37.0      37.0 
Accounts payable and accrued liabilities  67.9   29.3   40.0   2.6   170.5   (12.8)  297.5 
  
  
  
  
  
  
  
 
 Total current liabilities  110.0   31.3   40.0   2.6   227.5   (12.8)  398.6 
Long-term debt, net of current portion              54.7      54.7 
Pension and other long- term liabilities  75.4   42.2   11.7      181.3      310.6 
Minority interest              15.4      15.4 
Intercompany accounts  (593.1)  356.3   50.6   (4.0)  190.2       
Liabilities subject to compromise  2,028.6   51.8   57.9   1.6         2,139.9 
Common stock  0.3                  0.3 
Additional paid-in capital  235.1   197.2   905.3   53.5   317.1   (1,473.1)  235.1 
Common stock in treasury at cost  (25.7)                 (25.7)
Retained earnings (accumulated deficit)  (599.8)  (206.8)  (206.0)  (18.9)  99.4   332.3   (599.8)
Accumulated other comprehensive loss  (113.7)  (16.5)  (85.2)  1.4   (83.5)  183.8   (113.7)
  
  
  
  
  
  
  
 
 Total stockholders’ equity (deficit)  (503.8)  (26.1)  614.1   36.0   333.0   (957.0)  (503.8)
  
  
  
  
  
  
  
 
 Total liabilities and stockholder’s equity (deficit) $1,117.1  $455.5  $774.3  $36.2  $1,002.1  $(969.8) $2,415.4 
  
  
  
  
  
  
  
 

-16-


Condensed Consolidating StatementsCONDENSED CONSOLIDATING BALANCE SHEETS
As of OperationsJanuary 31, 2002

                              
   Debtors  Non-Debtors         
   
  
         
           Conformed  Nonguarantor             
       Guarantor  Guarantor  Debtor  Nonguarantor      Consolidated 
   Parent  Subsidiaries  Subsidiaries  Subsidiaries  Subsidiaries  Eliminations  Total 
   
  
  
  
  
  
  
 
Cash and cash equivalents $11.3  $0.1  $0.3  $0.4  $33.1  $  $45.2 
Receivables  19.0   48.6   57.0   10.2   131.4      266.2 
Inventories  16.2   27.1   39.9   0.3   71.7      155.2 
Prepaid expenses and other  10.9   6.5   5.2   0.2   18.9   (5.4)  36.3 
  
  
  
  
  
  
  
 
 Total current assets  57.4   82.3   102.4   11.1   255.1   (5.4)  502.9 
Net property, plant and equipment  120.9   183.1   244.0   7.3   410.1      965.4 
Goodwill and other assets  932.4   230.2   395.6   22.1   282.2   (972.7)  889.8 
  
  
  
  
  
  
  
 
 Total assets $1,110.7  $495.6  $742.0  $40.5  $947.4  $(978.1) $2,358.1 
  
  
  
  
  
  
  
 
Bank borrowings $  $  $  $  $25.1  $  $25.1 
Current portion of long-term debt              14.5      14.5 
Accounts payable and accrued liabilities  69.4   8.9   26.0   3.2   167.7   (25.2)  250.0 
 Total current liabilities  69.4   8.9   26.0   3.2   207.3   (25.2)  289.6 
Long-term debt, net of current portion  1.0            82.5      83.5 
Pension and other long-term liabilities  65.7   61.3   11.9      173.3      312.2 
Minority interest              11.8      11.8 
Intercompany accounts  (570.5)  364.6   38.7   (3.7)  170.9       
Liabilities subject to compromise  2,005.1   48.7   63.2   4.0         2,121.0 
Common stock  0.3                  0.3 
Additional paid-in capital  235.1   197.2   905.4   53.4   323.8   (1,479.8)  235.1 
Common stock in treasury at cost  (25.7)                 (25.7)
Retained earnings (accumulated deficit)  (542.4)  (173.2)  (202.9)  (15.7)  55.5   336.3   (542.4)
Accumulated other comprehensive loss  (127.3)  (11.9)  (100.3)  (0.7)  (77.7)  190.6   (127.3)
  
  
  
  
  
  
  
 
 Total stockholders’ equity (deficit)  (460.0)  12.1   602.2   37.0   301.6   (952.9)  (460.0)
  
  
  
  
  
  
  
 
 Total liabilities and stockholder’s equity (deficit) $1,110.7  $495.6  $742.0  $40.5  $947.4  $(978.1) $2,358.1 
  
  
  
  
  
  
  
 

-17-


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 31, 2000, As Restated2002
(Unaudited)

                      
GuarantorNon-guarantorConsolidated
ParentSubsidiariesSubsidiariesEliminationsTotal





Net sales $239.6  $475.4  $989.9  $(12.9) $1,692.0 
Cost of goods sold  204.7   416.3   857.9   (12.9)  1,466.0 
   
   
   
   
   
 
 Gross profit  34.9   59.1   132.0      226.0 
Marketing, general and administration  11.9   17.4   47.2      76.5 
Engineering and product development  1.2   5.5   6.3      13.0 
Amortization of intangibles  0.8   5.8   14.1      20.7 
Equity in (earnings) loss of subsidiaries and joint ventures  50.3   14.3   (0.3)  (65.0)  (0.7)
Asset impairments and other restructuring charges  2.9   54.5   20.9      78.3 
Loss on investment in joint venture  1.5            1.5 
Other (income) expense, net  (0.8)     (3.3)     (4.1)
   
   
   
   
   
 
 Earnings (loss) from operations  (32.9)  (38.4)  47.1   65.0   40.8 
Interest expense, net  21.9   42.6   56.0      120.5 
   
   
   
   
   
 
 Loss before taxes on income and minority interest  (54.8)  (81.0)  (8.9)  65.0   (79.7)
Income tax benefit  (1.4)  (23.7)  (3.3)     (28.4)
   
   
   
   
   
 
 Loss before minority interest  (53.4)  (57.3)  (5.6)  65.0   (51.3)
Minority interest        2.1      2.1 
   
   
   
   
   
 
 Net loss $(53.4) $(57.3) $(7.7) $65.0  $(53.4)
   
   
   
   
   
 
                               
    Debtors  Non-Debtors         
    
  
         
            Conformed  Nonguarantor             
        Guarantor  Guarantor  Debtor  Nonguarantor      Consolidated 
    Parent  Subsidiaries  Subsidiaries  Subsidiaries  Subsidiaries  Eliminations  Total 
    
  
  
  
  
  
  
 
Cash flows provided by (used for) operating activities $(12.9) $17.3  $(10.0) $0.1  $56.8  $  $51.3 
Cash flows from investing activities:                            
 Purchase of property, plant, equipment, and tooling  (6.6)  (6.0)  (27.4)     (29.9)     (69.9)
 Proceeds from sale of assets and businesses     0.2   0.6      8.3      9.1 
 Purchase of businesses     (2.1)        (5.1)     (7.2)
 Other, net  1.2   (1.0)  0.4      (8.0)     (7.4)
  
  
  
  
  
  
  
 
  Cash provided by (used for) investing activities  (5.4)  (8.9)  (26.4)     (34.7)     (75.4)
Cash flows from financing activities:                            
 Increase (decrease) in Bank borrowings, revolving facility, DIP facility and other notes  41.1            (20.1)     21.0 
 Dividends (paid) received        1.0      (1.0)      
  
  
  
  
  
  
  
 
  Cash provided by (used for) financing activities  41.1      1.0      (21.1)     21.0
Increase (decrease) in parent loans and advances  (22.2)  (8.4)  35.4   (0.2)  (4.6)      
Effect of exchange rates of cash and cash equivalents              3.3      3.3 
  
  
  
  
  
  
  
 
  Increase (decrease) in cash and cash equivalents  0.6         (0.1)  (0.3)     0.2 
Cash and cash equivalents at beginning of period  11.3   0.1   0.3   0.4   33.1      45.2 
  
  
  
  
  
  
  
 
Cash and cash equivalents at end of period $11.9  $0.1  $0.3  $0.3  $32.8  $  $45.4 
  
  
  
  
  
  
  
 

20-18-


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Condensed Consolidating Balance Sheets

As of October 31, 2001
                          
Conformed
GuarantorGuarantorNon-guarantorConsolidated
ParentSubsidiariesSubsidiariesSubsidiariesEliminationsTotal






Cash and cash equivalents $66.8  $0.1  $1.9  $22.3  $  $91.1 
Receivables  12.0   45.6   68.7   165.3      291.6 
Inventories  20.2   33.2   44.8   83.6      181.8 
Prepaid expenses and other  7.5   7.4   18.3   26.3   (26.0)  33.5 
   
   
   
   
   
   
 
 Total current assets  106.5   86.3   133.7   297.5   (26.0)  598.0 
Net property, plant and equipment  125.1   233.8   257.1   442.6      1,058.6 
Goodwill and other assets  1,075.7   255.1   412.9   294.0   (1,090.0)  947.7 
   
   
   
   
   
   
 
 Total assets $1,307.3  $575.2  $803.7  $1,034.1  $(1,116.0) $2,604.3 
   
   
   
   
   
   
 
Bank borrowings $  $  $  $36.7  $  $36.7 
Current portion of long-term debt  1,900.1         13.9      1,914.0 
Accounts payable and accrued liabilities  39.3   92.8   146.0   191.8   (19.2)  450.7 
   
   
   
   
   
   
 
 Total current liabilities  1,939.4   92.8   146.0   242.4   (19.2)  2,401.4 
Long-term debt, net of current portion           91.1      91.1 
Pension and other long-term liabilities  67.0   49.1   20.2   191.6      327.9 
Minority interest           11.9      11.9 
Parent loans  (471.1)  317.5   (25.9)  179.5       
   
   
   
   
   
   
 
 Total liabilities  1,535.3   459.4   140.3   716.5   (19.2)  2,832.3 
Common stock  0.3               0.3 
Additional paid-in capital  235.1   198.5   912.5   339.7   (1,450.7)  235.1 
Common stock in treasury at cost  (25.7)              (25.7)
Retained earnings (accumulated deficit)  (332.3)  (76.5)  (157.5)  60.3   173.7   (332.3)
Accumulated other comprehensive loss  (105.4)  (6.2)  (91.6)  (82.4)  180.2   (105.4)
   
   
   
   
   
   
 
 Total stockholders’ equity (deficit)  (228.0)  115.8   663.4   317.6   (1,096.8)  (228.0)
   
   
   
   
   
   
 
 Total liabilities and stockholders’ equity $1,307.3  $575.2  $803.7  $1,034.1  $(1,116.0) $2,604.3 
   
   
   
   
   
   
 

21


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Condensed Consolidating Balance Sheet

As of January 31, 2001
                          
Conformed
GuarantorGuarantorNon-guarantorConsolidated
ParentSubsidiariesSubsidiariesSubsidiariesEliminationsTotal






Cash and cash equivalents $(19.3) $0.2  $1.9  $17.2  $  $ 
Receivables  68.2   2.6   9.7   168.3      248.8 
Inventories  34.4   41.9   50.9   90.1      217.3 
Prepaid expenses and other  7.0   8.7   17.1   27.3   (21.4)  38.7 
   
   
   
   
   
   
 
 Total current assets  90.3   53.4   79.6   302.9   (21.4)  504.8 
Net property, plant and equipment  143.3   240.0   271.2   450.3      1,104.8 
Goodwill and other assets  1,220.9   274.5   482.2   320.3   (1,303.6)  994.3 
   
   
   
   
   
   
 
 Total assets $1,454.5  $567.9  $833.0  $1,073.5  $(1,325.0) $2,603.9 
   
   
   
   
   
   
 
Bank borrowings $  $  $  $79.6  $  $79.6 
Current portion of long-term debt  1,597.5      0.5   15.1   0.6   1,613.7 
Accounts payable and accrued liabilities  29.0   98.1   147.4   235.6   (18.5)  491.6 
   
   
   
   
   
   
 
 Total current liabilities  1,626.5   98.1   147.9   330.3   (17.9)  2,184.9 
Long-term debt, net of current portion           94.6      94.6 
Pension and other long-term liabilities  72.5   56.1   37.9   169.1      335.6 
Minority interest           10.6      10.6 
Parent loans  (222.7)  245.4   (218.3)  195.6       
   
   
   
   
   
   
 
 Total liabilities  1,476.3   399.6   (32.5)  800.2   (17.9)  2,625.7 
Common stock  0.3               0.3 
Additional paid-in capital  235.1   173.4   1,002.5   294.7   (1,470.6)  235.1 
Common stock in treasury at cost  (25.7)              (25.7)
Retained earnings (accumulated deficit)  (145.7)  (1.9)  (53.9)  42.3   13.5   (145.7)
Accumulated other comprehensive loss  (85.8)  (3.2)  (83.1)  (63.7)  150.0   (85.8)
   
   
   
   
   
   
 
 Total stockholders’ equity (deficit)  (21.8)  168.3   865.5   273.3   (1,307.1)  (21.8)
   
   
   
   
   
   
 
 Total liabilities and stockholder’s equity $1,454.5  $567.9  $833.0  $1,073.5  $(1,325.0) $2,603.9 
   
   
   
   
   
   
 

22


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Condensed Consolidating Statement of Cash Flows
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 31, 2001
(Unaudited)
                                        
Conformed Conformed Non- 
GuarantorGuarantorNon-guarantorConsolidated Guarantor Guarantor guarantor Consolidated 
ParentSubsidiariesSubsidiariesSubsidiariesEliminationsTotal Parent Subsidiaries Subsidiaries Subsidiaries Eliminations Total 






 
 
 
 
 
 
 
Cash flows provided by (used for) operating activitiesCash flows provided by (used for) operating activities $(4.8) $(10.9) $(41.4) $63.5 $ $6.4 Cash flows provided by (used for) operating activities $(4.8) $(10.9) $(41.4) $63.5 $ $6.4 
Cash flows from investing activities:Cash flows from investing activities: Cash flows from investing activities: 
Acquisition of property, plant, equipment, and tooling (6.3) (13.9) (33.0) (61.0)  (114.2)Purchase of property, plant and equipment, and tooling  (6.3)  (13.9)  (33.0)  (61.0)   (114.2)
Proceeds from sale of joint venture 9.5     9.5 Proceeds from sale of joint venture 9.5     9.5 
Other, net (1.4) (0.2) (5.0) 7.1  0.5 Other, net  (1.4)  (0.2)  (5.0) 7.1  0.5 
 
 
 
 
 
 
   
 
 
 
 
 
 
 Cash provided by (used for) investing activities 1.8 (14.1) (38.0) (53.9)  (104.2) Cash provided by (used for) investing activities 1.8  (14.1)  (38.0)  (53.9)   (104.2)
 
 
 
 
 
 
   
 
 
 
 
 
 
Cash flows from financing activities:Cash flows from financing activities: Cash flows from financing activities: 
Increase (decrease) in bank borrowings and revolving facility 242.1  (0.5) 5.1  246.7 Increase (decrease) in bank borrowings and revolving facility 242.1   (0.5) 5.1  246.7 
Proceeds from refinancing, net of related fees 435.4     435.4 Proceeds from refinancing, net of related fees 435.4     435.4 
Repayment of bank borrowings, revolving facility, and long term debt from refinancing (370.9)   (47.0)  (417.9)Repayment of bank borrowings, revolving facility, and long term debt from refinancing  (370.9)    (47.0)   (417.9)
Proceeds (payments) on accounts receivable securitization 43.1 (47.1) (67.6)   (71.6)Proceeds (payments) on accounts receivable securitization 43.1  (47.1)  (67.6)    (71.6)
Capital contribution   (44.0) 44.0   Capital contribution    (44.0) 44.0   
Fees to amend Credit Agreement (2.7)     (2.7)Fees to amend Credit Agreement  (2.7)      (2.7)
 
 
 
 
 
 
   
 
 
 
 
 
 
 Cash provided by (used for) financing activities 347.0 (47.1) (112.1) 2.1  189.9  Cash provided by (used for) financing activities 347.0  (47.1)  (112.1) 2.1  189.9 
 
 
 
 
 
 
   
 
 
 
 
 
 
Increase (decrease) in parent loans and advancesIncrease (decrease) in parent loans and advances (257.8) 72.0 191.4 (5.6)   Increase (decrease) in parent loans and advances  (257.8) 72.0 191.4  (5.6)   
Effect of exchange rates of cash and cash equivalents    (1.0)  (1.0)
Effect of exchange rates on cash and cash equivalentsEffect of exchange rates on cash and cash equivalents     (1.0)   (1.0)
 
 
 
 
 
 
   
 
 
 
 
 
 
 Net increase (decrease) in cash and cash equivalents 86.2 (0.1) (0.1) 5.1  91.1 Increase (decrease) in cash and cash equivalents 86.2  (0.1)  (0.1) 5.1  91.1 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period (19.3) 0.2 1.9 17.2   Cash and cash equivalents at beginning of period  (19.3) 0.2 1.9 17.2   
 
 
 
 
 
 
   
 
 
 
 
 
 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period $66.9 $0.1 $1.8 $22.3 $ $91.1 Cash and cash equivalents at end of period $66.9 $0.1 $1.8 $22.3 $ $91.1 
 
 
 
 
 
 
   
 
 
 
 
 
 

23


HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended October 31, 2000, As Restated
                       
GuarantorNon-guarantorConsolidated
ParentSubsidiariesSubsidiariesEliminationsTotal





Cash flows used for operating activities $(1.0) $(64.6) $(13.4) $  $(79.0)
   
   
   
   
   
 
Cash flows from investing activities:                    
 Acquisition of property, plant, equipment, and tooling  (12.8)  (21.8)  (99.4)     (134.0)
 Increased investment in majority owned subsidiary        (7.2)     (7.2)
 Purchase of business, net of cash acquired        (6.4)     (6.4)
 Other, net  19.3   (0.3)  1.5      20.5 
   
   
   
   
   
 
  Cash provided by (used for) investing activities  6.5   (22.1)  (111.5)     (127.1)
   
   
   
   
   
 
Cash flows from financing activities:                    
 Increase in bank borrowings and revolving facility  216.7      34.0      250.7 
 Proceeds (payments) from accounts receivable securitization  (11.2)  0.9   (6.9)     (17.2)
 Purchase of treasury stock  (25.7)           (25.7)
   
   
   
   
   
 
  Cash provided by financing activities  179.8   0.9   27.1      207.8 
   
   
   
   
   
 
Increase (decrease) in parent loans and advances  (185.2)  85.8   99.4       
Effect of exchange rates of cash and cash equivalents        (4.0)     (4.0)
   
   
   
   
   
 
  Net increase (decrease) in cash and cash equivalents  0.1      (2.4)     (2.3)
Cash and cash equivalents at beginning of period  6.8   0.1   19.0      25.9 
   
   
   
   
   
 
Cash and cash equivalents at end of period $6.9  $0.1  $16.6  $  $23.6 
   
   
   
   
   
 

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(11) Income Tax Law Changes

     On March 9, 2002, the Jobs Creation and Worker Assistance Act of 2002 was signed into law. Among other provisions, the law permits a five-year carryback for tax losses generated in tax years ending in 2001 and 2002. As a result of this tax law change, the Company has filed claims for refund of federal income taxes. The Company recorded $13.0 million related to the estimated refund claims through the second quarter. All claims have been filed with the actual refund expected to be $14.3 million. The additional amount of $1.3 million has been recorded during the third quarter of fiscal 2002 and has reduced the provision for income taxes in the consolidated statement of operations.

(12) Goodwill and Other Intangible Assets

     Effective February 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 requires that goodwill and indefinite-lived intangible assets be reviewed for impairment annually, rather than amortized into earnings, and that any impairment to the amount of goodwill existing at the date of adoption be recognized as a cumulative effect of a change in accounting principle on that date. The Company has discontinued amortizing goodwill and indefinite-lived intangible assets into earnings. As of February 1, 2002, the Company had unamortized goodwill and other intangibles of approximately $822.4 million that will be subject to the transition provisions of SFAS No. 142. Management has determined that it will incur a significant write-down in the value of its goodwill upon completion of the adoption of SFAS No. 142. This write-down will be recorded in the fourth quarter of fiscal 2002 consistent with the transitional provisions of SFAS No. 142 as a cumulative effect as described above.

     The pro forma effect of SFAS No. 142 on the Company’s earnings for the three months and nine months ended October 31, 2002 and 2001 is as follows:

                 
  Three Months Ended  Nine Months Ended 
  
  
 
  2002  2001  2002  2001 
  
  
  
  
 
Reported net income (loss) $3.7  $(54.8) $(57.4) $(186.6)
Addback goodwill amortization     6.7      20.0 
  
  
  
  
 
Adjusted net income (loss) $3.7  $(48.1) $(57.4) $(166.6)
  
  
  
  
 
Basic and diluted income (loss)per share:                
Reported net income (loss) $0.13  $(1.92) $(2.02) $(6.56)
Addback goodwill amortization     0.23      0.70 
  
  
  
  
 
Adjusted net income (loss) $0.13  $(1.69) $(2.02) $(5.86)
  
  
  
  
 

(13) New Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by this standard include lease termination costs and certain employee severance costs associated with a restructuring or plant closing, or other exit or disposal activity. Previous guidance for such costs was provided by EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS No. 146 replaces EITF 94-3, and is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Liabilities recorded under EITF 94-3 prior to adoption of SFAS No. 146 are grandfathered, and thus, adoption of this standard is not anticipated to have a material effect on the Company’s financial position or results of operations.

     In May 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. However, an entity is not prohibited from classifying such gains and losses as extraordinary items, so long as they meet the criteria outlined in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 145 also eliminates the inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement is effective for financial statements

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issued for fiscal years beginning after May 15, 2002. The Company will adopt SFAS No. 145 in the fiscal year beginning February 1, 2003, and adoption of this standard is not anticipated to have a material effect on the Company’s financial position or results of operations.

     In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value of the liability can be made. Such associated asset retirement costs are to be capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 also contains additional disclosure requirements regarding descriptions of the asset retirement obligations and reconciliation of changes therein. The provisions of this Statement are effective for fiscal years beginning after June 15, 2002. The Company has not yet completed its analysis of the impact of SFAS No. 143 on its consolidated financial position or results of operations upon adoption.

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

Business and Chapter 11 Filings

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The followingThis discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements, related notes thereto and the other information included elsewhere herein, and in the Company’s Annual Report on Form 10-K/ A10-K for the fiscal year 2001, the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2002 and the Quarterly Report on Form 10-Q for the fiscal quarter ending July 31, 2002, as filed with the Securities and Exchange Commission on May 1, 2002, June 16, 2002 and September 16, 2002, respectively.

Description of Business

     Unless otherwise indicated, references to “Company” mean Hayes Lemmerz International, Inc. and its subsidiaries and references to fiscal year means the Company’s year ended January 31 2001 filed with the SEC on February 19, 2002. The financial information included inof the following discussionyear (e.g., “fiscal 2002” refers to the period beginning February 1, 2002 and analysis reflectsending January 31, 2003, “fiscal 2001” refers to the results of the restatements of the consolidated financial statements for the three monthperiod beginning February 1, 2001 and nine month periods ended Octoberending January 31, 2000 discussed more fully below.

Organization, Chapter 11 Filings and Other Recent Developments2002.

     The Company designs, engineers and manufactures suspension module components, principally for original equipment manufacturers (“OEMs”)is a leading supplier of passenger cars, light trucks and commercial highway vehicles worldwide. The Company’s products include one-piece cast aluminum wheels, fabricated aluminum wheels, fabricated steel wheels, full face cast aluminum wheels, clad covered wheels, wheel-end attachments, aluminum structural components intake and exhaust manifolds,automotive brake components. The Company is the world’s largest manufacturer of automotive wheels. In addition, the Company also designs and manufactures wheels and brake drums, hubscomponents for commercial highway vehicles, and rotors.powertrain components and aluminum non-structural components for the automotive, commercial highway, heating and general equipment industries.

Chapter 11 Filings

     On December 5, 2001, the Company,Hayes Lemmerz International, Inc., 30 of its wholly-owned domestic subsidiaries and one wholly-owned Mexican subsidiary (collectively, the “Debtors”) filed voluntary petitions for reorganization relief (the “Chapter 11 Filings” or the “Filings”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Filings are being jointly administered, for procedural purposes only, before the Bankruptcy Court under Case No. 01-11490-MFW.

During the pendancypendency of these Filings, the Debtors remain in possession of their properties and assets and management of the Company continues to operate the businesses of the Debtors as debtors-in-possession. As a debtor-in-possession, the Company is authorized to operate the business of the Debtors, but may not engage in transactions outside of the ordinary course of business without the approval of the Bankruptcy Court, after notice and the opportunity for a hearing.

     Shortly after the commencement of the Chapter 11 Filings, on December 21, 2001, the Bankruptcy Court granted interim approval for the Debtors to obtain $45 million in debtor-in-possession financing. Subsequently, on January 28, 2002, the Bankruptcy Court granted final approval of a $200 million debtor-in-possession financing facility for the Debtors. The Bankruptcy Court has approved payment of certain of the Debtors’ pre-petition liabilities, such as employee wages, benefits, and certain customer, vendor and freight program related payments. In addition, the Bankruptcy Court authorized the Debtors to continue and maintain the majority of their employee benefit programs. Pension and savings plan funds are in trusts and protected under federal regulations. All required contributions are current in the respective plans. The Debtors have received Bankruptcy Court approval for the retention of legal, financial and management consulting professionals, and from time to time may seek Bankruptcy Court approval for the retention of additional financial and management consulting professionals, to advise the Debtors in the bankruptcy proceedings and the restructuring of its businesses.

     Pursuant to the automatic stay provisions of Section 362 ofUnder the Bankruptcy Code, actions to collect pre-petition indebtedness, and virtually allas well as most other pending litigation, against the Debtors that was, or could have been, brought prior to the commencement of the Chapter 11 Filings are stayed and other contractual obligations ofagainst the Debtors generally may not be enforced against them. In addition,enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under Section 365a plan of reorganization to be voted upon by creditors and equity holders proposed to receive distributions thereunder (under the Bankruptcy Code, parties not receiving a distribution are deemed to reject and are not entitled to vote) and approved by the Bankruptcy Court. A plan of reorganization must be confirmed by the Bankruptcy Court, upon certain findings being made by the Bankruptcy Court which are required by the Bankruptcy Code. The Bankruptcy Court may confirm a plan notwithstanding the non-acceptance of such plan by an impaired class of creditors or equity security holders if certain requirements of the Bankruptcy Code subject to the approval of the Bankruptcy Court, the Debtors may assume or reject executory contracts and unexpired leases. As of the date of this filing, the Debtors had not yet completed their review of all contracts and leases for assumption or rejection, but ultimately will assume or reject all such contracts and leases. The Debtors cannot presently determine or reasonably predict the ultimate liability that may result from rejecting such contracts or leases or from the filing of rejection damage claims, but such rejections could result in additional liabilities subject to compromise.are met.

25-21-


     Parties with claims againstPursuant to an order entered by the Bankruptcy Court on August 19, 2002, the period during which the Company has the exclusive right to propose a plan of reorganization expires on December 16, 2002. Although the current exclusive period may be extended at the discretion of the Bankruptcy Court upon request, the Debtors including,currently expect to file a proposed plan of reorganization with the Bankruptcy Court prior to the expiration of the current exclusive period. There can, however, be no assurance that such a reorganization plan or plans will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that any such plan(s) will be consummated.

     The Company currently expects that any plan of reorganization it might propose likely will provide that the existing common stock of the Company would be cancelled and that certain creditors of the Company would be issued new common stock in the reorganized Company. Although there can be no assurance that a plan of reorganization proposed by the Debtors would be confirmed by the Bankruptcy Court or consummated, holders of common stock of the Company should assume that they could receive little or no value as part of any plan of reorganization. In light of the foregoing, the Company considers the value of the common stock to be highly speculative.

     Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in common stock of the Company or in claims relating to pre-petition liabilities and/or other securities of the Company.

     Under the priority scheme established by the Bankruptcy Code, substantially all post-petition liabilities and pre-petition liabilities need to be satisfied before shareholders are entitled to receive any distribution. The ultimate recovery, if any, to creditors and/or shareholders will not be determined until confirmation of a plan or plans of reorganization and substantial completion of claims reconciliation by the Company and claims allowance by the Bankruptcy Court.

     On January 31, 2002, the Debtors filed with the Bankruptcy Court schedules and statements of financial affairs setting forth, among other things, claimsthe assets and liabilities of the Debtors as shown on the Company’s books and records, subject to the assumptions contained in certain notes filed in connection therewith. The Debtors subsequently amended the schedules and statements on March 21, 2002 and July 12, 2002. All of the schedules are subject to further amendment or modification. On March 26, 2002, the Bankruptcy Court established June 3, 2002 as the deadline for damages resulting from the rejection of executory contracts or unexpired leases, may filefiling proofs of claim with the Bankruptcy CourtCourt. The Debtors mailed notice of the proof of claim deadline to all known creditors. Differences between amounts scheduled by the Debtors and claims by creditors currently are being investigated and resolved in accordanceconnection with the reorganizationDebtors’ claims resolution process. Proofs of claims generally must be filed with the Bankruptcy Court by the later of (a) June 3, 2002, whichAlthough that process has commenced and is the general claims bar date established by the Bankruptcy Courtongoing, in the Debtors’ cases, or (b) the date that is thirty days after entry of order approving the rejection.

     All liabilities subject to compromise are subject to future adjustment depending on Bankruptcy Court action, further developments with respect to disputed claims, or other events. Under a confirmed plan of reorganization, most all unsecured pre-petition claims may be paid at amounts substantially less than their allowed amounts. In light of the number of creditors of the Debtors and certain claims objection blackout periods, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known and because the settlement terms of such allowed claims is subject to a confirmed plan of reorganization, the ultimate resolutiondistribution with respect to allowed claims is not presently ascertainable.

     The consummation of a plan or plans of reorganization is the principal objective of the Chapter 11 Filings. A plan of reorganization sets forth the means for satisfying claims against and interests in the Company and its Debtor subsidiaries, including the liabilities subjectIn addition to compromise. Generally, pre-petition liabilities are subject to settlement under such a plan or plans of reorganization, which must be voted upon by certain creditors and approved by the Bankruptcy Court. Pursuant to an Order of the Bankruptcy Court in the Debtors’ cases, the Debtors have the exclusive right through September 3, 2002 to submit a plan or plans of reorganization. Such exclusive period may be lengthened (or shortened) by Bankruptcy Court order pursuant to the request of the Debtors or a party-in-interest. The Debtors have retained Lazard Freres & Co. LLC, as financial advisors and investment bankers for the purpose of providing financial advisory and investment banking services during the Chapter 11 reorganization process. The Company anticipates that any plan or plans of reorganization it may propose, if ultimately approved byfile, the Bankruptcy Court,Company currently expects to file a disclosure statement intended to provide information sufficient to enable holders of claims or interests to make an informed judgment about the plan. The disclosure statement would result in substantial dilution ofset forth, among other things, the interest of existing equity holders, so that they would hold little, if any, meaningful stake in the reorganized enterprise.

     Confirmation of aCompany’s proposed plan of reorganization, is subjectproposed distributions that would be made to the Company’s stakeholders under the proposed plan, certain findings being made by the Bankruptcy Court, alleffects of which are required by the Bankruptcy Code. Subject to certain exceptions set forth in the Bankruptcy Code, confirmation of a plan of reorganization requires the approval of the Bankruptcy Court and the affirmative vote of each impaired class of creditors and equity security holders. The Bankruptcy Court may confirm a plan notwithstanding the non-acceptance of the plan, by an impaired class of creditors or equity security holders if certain requirementsand various risk factors associated with the plan and confirmation thereof. It would also contain information regarding, among other matters, significant events that occurred during the Company’s Chapter 11 proceedings, the anticipated organization, operation and financing of the Bankruptcy Code are met. Therereorganized Company, as well as the confirmation process and the voting procedures holders of claims and/or interests must follow for their votes to be counted.

     Although the Debtors expect to file a reorganization plan or plans that provide for emergence from bankruptcy during the second quarter of fiscal 2003, there can be no assurance that such a reorganization plan or plans will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that any such plan or plansplan(s) will be consummated.

consummated in that time period or at any later time. Currently, it is not possible to predict the length of time the Company will operate under the protection of Chapter 11 and the supervision of the Bankruptcy Court, when the Company will file a plan or plans of reorganization with the Bankruptcy Court, the outcome of the Chapter 11 proceedings in general, or the effect of the proceedings on the business of the Company or on the interest of the various creditors and stakeholders. Under the priority scheme established by the Bankruptcy Code, certain post-petition liabilities need

     Pursuant to be satisfied before shareholders can receive any distribution. The ultimate recovery, if any, to shareholders will not be determined until confirmation of a plan or plans of reorganization. There can be no assurance as to what value, if any, will be ascribed to the common stock of the Company in the bankruptcy proceedings, and the value of the equity represented by that stock could be substantially diluted or canceled.

     The Company’s financial statements commencing with the period that includes December 5, 2001, the date of filing of the Chapter 11 proceedings, will be presented in conformity with the AICPA’sAICPA Statement of Position 90-7 “Financial Reporting Byby Entities Inin Reorganization Underunder the Bankruptcy Code,” (“SOP 90-7”). The statement requires, the accounting for the effects of the reorganization will occur once a segregationplan of liabilities subject to compromisereorganization is confirmed by the Bankruptcy Court and there are no remaining contingencies material to

-22-


completing the implementation of the plan. The “fresh start” accounting principles pursuant to SOP 90-7 provide, among other things, for the Company to determine the value to be assigned to the equity of the reorganized Company as of the bankruptcy filinga date and identification of all transactions and events that are directly associated with the reorganization of the Company.

selected for financial reporting purposes. The accompanying consolidated financial statements do not reflect: (a) the requirements of SOP 90-7 for fresh start accounting, (b) the realizable value of assets on a liquidation basis or their availability to satisfy liabilities; (c) aggregate

26


pre-petition liability amounts that may be allowed for unrecorded claims or contingencies, or their status or priority; (d) the effect of any changes to the Debtors’ capital structure or in the Debtors’ business operations as the result of an approved plan of reorganization; or (e) adjustments to the carrying value of assets (including goodwill and other intangibles) or liability amounts that may be necessary as the result of future actions by the Bankruptcy Court.

     Restatement of Consolidated Financial Statements

     On February 19,May 30, 2002, the Company issued restated consolidated financial statements as of and forBankruptcy Court entered an order approving, among other things, the fiscal years ended January 31, 2001 and 2000, and related quarterly periods, and for the fiscal quarter ended April 30, 2001. The restatement was the result of failure by the Company to properly apply certain accounting standards generally accepted in the United States of America, and because certain accounting errors and irregularities in the Company’s financial statements were identified.

     The Company has been advised that the SEC is conducting an investigation into the facts and circumstances giving rise to the restatement, and the Company has been and intends to continue cooperatingcritical employee retention plan filed with the SEC. The Company cannot predict the outcome of such an investigation.

     Facility Closures

     As more fully discussed in Note 13 to the consolidated financial statements included herein,Bankruptcy Court in February 2002 which is designed to compensate certain critical employees in order to assure their retention and availability during the Company’s restructuring. The plan has two components which will (i) reward critical employees who remain with the Company committed(and certain affiliates of the Company who are not directly involved in the restructuring) during and through the completion of the restructuring (the “Retention Bonus”) and (ii) provide additional incentives to a plan to close its manufacturing facility in Somerset, Kentucky.

     Bank Borrowings and Long-Term Debtmore limited group of the most senior critical employees if the enterprise value upon completing the restructuring exceeds an established baseline (the “Restructuring Performance Bonus”).

     SeeThe maximum possible aggregate amount of Retention Bonus is approximately $8.5 million and is payable in cash upon the consummation of the restructuring. Pursuant to plan provisions, thirty-five percent, or approximately $3.2 million, of such Retention Bonus was paid on October 1, 2002. The maximum possible aggregate amount of any Restructuring Performance Bonus is $37.5 million and will be payable as soon as reasonably practicable after the consummation of the restructuring. Up to 70% of the amount by which a Restructuring Performance Bonus exceeds a participant’s Retention Bonus may be paid in restricted shares or units of any common stock of the Company that is issued as part of a confirmed plan of reorganization in connection with the restructuring, if the Company’s Board of Directors elects, within the time period specified in the plan. The amount of any Restructuring Performance Bonus to be earned is not currently estimable and will not be determined until confirmation of a plan or plans of reorganization.

     As of October 31, 2002, there were $42.1 million of outstanding borrowings and $4.7 million in letters of credit issued under the Company’s Debtor-In-Possession revolving credit facility (the “DIP Facility”). As of December 13, 2002, there were $23.3 million of outstanding borrowings and $4.7 million in letters of credit issued in connection with the DIP Facility. The amount of availability under the DIP Facility as of December 13, 2002 was $74.4 million, net of the aforementioned borrowings and issued letters of credit.

     Reorganization items as reported in the accompanying consolidated statement of operations for the three months and nine months ended October 31, 2002 is comprised of:

          
   Three Months  Nine Months 
   Ended  Ended 
   
  
 
Critical employee retention plan provision $0.8  $6.0 
Estimated accrued liability for rejected prepetition leases and contracts     9.5 
Professional fees directly related to the Filing  6.3   20.9 
Gain on settlement of prepetition liabilities     (1.2)
Interest earned during Chapter 11 reorganization proceedings  (0.1)  (0.3)
  
  
 
 Total $7.0  $34.9 
  
  
 

     Cash payments with respect to such reorganization items of $10.5 million and $21.5 million made during the three months and nine months ended October 31, 2002, respectively, consisted of professional fees and the Retention Bonus.

     The condensed financial statements of the Debtors are presented in Note 310, “Condensed Consolidating Financial Statements” to the accompanying consolidated financial statements included herein for a discussion of certain transactions and events which affect the amount and classification of a significant portion of the Company’s debt.statements.

-23-


Results of Operations

     Sales of the Company’s wheels, wheel-end attachments, aluminum structural components powertrain and brake components produced in North America are directly affected by the overall level of passenger car, light truck and commercial highway vehicle production of original equipment manufacturers (“OEMs”) in North America and the relative performance of its customers’ product lines in the North American OEMs, whilemarket. The Company’s sales of its wheels and automotive castings in Europeforeign locations are directly affected by the overall vehicle production in Europe.those locations and the relative performance of its customers’ product lines in the those markets. The North American and European automotive industries are sensitive to the overall strength of their respective economies.

     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, Components and Other. The Automotive Wheels segment includes results from the Company’s operations that primarily manufacturedesign and distributemanufacture fabricated steel and cast aluminum wheels for original equipment manufacturersOEMs in the global passenger car and light vehicle markets. The Components segment includes results from the Company’s operations that primarily manufacturedesign and distributemanufacture suspension, brake and powertrain components for original equipment manufacturersOEMs and Tier 1 suppliers in the global passenger car and light vehicle markets. The Other segment includes results from the Company’s operations that primarily manufacturedesign and distributemanufacture wheel and brake products for commercial highway and aftermarket customers in North America. The Other segment alsocategory includes financial results related toCommercial Highway products, the corporate office and elimination of certain intercompany activities.activities, none of which meet the requirements of being classified as an operating segment.

27


Three Months Ended October 31, 20012002 Compared to Three Months Ended October 31, 20002001

Net Sales

         
(As Restated)

20012000% Change             



 2002 2001 % Change 
 
 
 
 
(millions) (millions)
Automotive WheelsAutomotive Wheels $315.2 $355.0 (11.2)%Automotive Wheels $305.8 $315.2  (3.0%)
ComponentsComponents 163.3 164.0 (0.4)Components 203.7 163.3  24.7%
OtherOther 36.5 39.0 (6.4)Other 25.9 36.5  (29.0%)
 
 
 
   
 
   
Total $515.0 $558.0 (7.7)Total $535.4 $515.0  3.9%
 
 
 
   
 
   

     The Company’s netNet sales for the third quarter of fiscal 2001 were $515.0Company increased $20.4 million a decrease of 7.7% as compared to net sales of $558.0 million for the third quarter of fiscal 2000. This decrease is primarily due to the impact of lower light vehicle and heavy-duty vehicle production levels in North America and the build-out and termination of certain original equipment manufacturer (“OEM”) platforms on the Company’s North American operations.

     Net sales from the Company’s Automotive Wheels segment decreased 11.2% from $355.0 million in the third quarter of fiscal 2000 to $315.2 million in the third quarter of fiscal 2001. This was primarily due to a $37.0 million reduction in sales from the Company’s North American operations arising from lower OEM production levels and lower market share in 2001 compared to 2000. Sales from the Company’s European operations decreased by $2.8 million, including the effect of an approximate $9.4 million decrease in the value of European currencies relative to the U.S. dollar. Of this decrease, sales for the Company’s European fabricated wheels business unit declined $13.5$535.4 million in the three months ended October 31, 20012002 from $515.0 million in the three months ended October 31, 2001.

     The Company’s Automotive Wheels operations recorded $9.4 million lower net sales during the third quarter of fiscal 2002 compared to the same period in 2000 due primarily to lower customer production requirements in Europe and in Brazil and lower penetration rates. Sales for the Company’s European aluminum wheels business unit partially offset the fabricated wheel decline, increasing $10.7 millionfiscal 2001 primarily due to increasing penetration rates of aluminum wheelslower sales in the European light vehicle market.

     Components net sales were relatively unchanged from the three months ending October 31, 2000 to the same period in 2001. The Company’sits North American operation’soperations. Lower unit sales declined by $11.6 million due primarily to lower OEM production levels and the build-out and termination of certain customer platforms, while the Company’s European operation’s sales increased by $10.9 million, of which $7.3 million resulted from the Schenk acquisition in September 2000 and $3.6 million from the Company’s MGG operations in Europe.

     Other net sales decreased 6.4% from $39.0 million in the three months ending October 31, 2000 to $36.5 million in the same period in 2001. This decrease is primarily due to the significant decrease in heavy duty Class 8 truck and trailer production in North America between those time periods.

     Gross Profit

     The Company’s gross profit margin for the third quarter of fiscal 2001 decreased by $23.8 million, to $39.0 million or 7.6% of net sales, as compared to $62.8 million or 11.3% of net sales for the third quarter of fiscal 2000.

     The Company’s gross profit from Automotive Wheels decreased $24.0 million from third quarter of fiscal 2000 to the same period in fiscal 2001. Gross profit from the Company’s North American operations decreased $20.4combined with the closure of the Company’s Somerset, Kentucky facility during the first quarter of fiscal 2002 accounted for approximately $25 million from the three months ended October 31, 2000 compared to the same period in 2001.of this decrease. This decrease is primarily due to recurring manufacturing difficulties and lower operating performance at various facilities in North America which reduced gross profitwas partially offset by approximately $17.4 million. Lower OEM production requirements in North America reduced gross profit by approximately $3.0 million. Additionally, gross profithigher net sales from the Company’s foreigninternational wheel operations decreaseddue primarily to higher unit volumes and the impact of foreign exchange fluctuations, which increased net sales by $3.6 million.

28


     Gross profit from Components decreased $5.4approximately $16 million fromand $9 million, respectively, in the third quarter of fiscal 2000 to2002. The remainder of the same periodnet decrease in fiscal 2001. This decrease issales was primarily due to the impact of lower operating performance, higher customer program start-up costs,aluminum pass-through pricing and lower OEM production requirements.the sale of the Company’s Brazilian agricultural wheel business during the first quarter of fiscal 2002.

     Other gross profitNet sales from Components increased $5.6$40.4 million fromto $203.7 million in the third quarter of fiscal 2000 to2002 from $163.3 million in the same period in fiscal 2001. This increase is primarily due to inventoryapproximately $37 million of new suspension program launches at the Company’s Montague, Michigan facility and at certain of the Company’s other charges takencomponent operations. The closure of the Company’s Petersburg, Michigan facility and Equipment and Engineering business in Montague, Michigan combined with the thirdsale of the Company’s Maulbronn, Germany foundry during the second quarter of fiscal 2000, and was partially offset by2002 resulted in approximately $17 million lower sales in the commercial highway market.

     Marketing, General and Administrative

     Marketing, general and administrative expenses for the three months ended October 31, 2001 decreased by $2.2 million as compared to the same period in fiscal 2000. These expenses for the third quarter of fiscal 2001 included approximately $6.3 million of costs related to the engagement of certain management consulting professionals, higher auditing and legal costs related to the financial restatement discussed earlier in the footnotes to the accompanying consolidated financial statements, and non-recurring costs related to employee agreements for certain new senior management executives. The financial results for the third quarter of fiscal 2000 included non-recurring charges of approximately $7.2 million related primarily to a provision for past due accounts receivable and certain employee severance costs.

Engineering and Product Development

     Engineering and product development expenses increased from $3.6 million or 0.6% of net sales in the third quarter of fiscal 20002002 compared to the same period in the prior year. Higher net sales from the Company’s powertrain and brakes operations are the primary drivers of the remaining increase in net sales for Components.

     Other net sales decreased $10.6 million to $25.9 million in the third quarter of fiscal 2002 from $36.5 million in the third quarter of fiscal 2001. The sale of the Company’s European System Service business during the fourth quarter of fiscal 2001 reduced Other net sales by approximately $7 million in the third quarter of fiscal 2002 compared to the same period in fiscal 2001. Abnormally high military shipments in the third quarter of fiscal 2001 combined with the bankruptcy filing of a key trailer wheel customer in the fourth quarter of fiscal 2001 reduced Other net sales by approximately $4 million.

-24-


Gross Profit

     The Company’s gross profit increased $31.2 million to $70.2 million in the third quarter of fiscal 2002 from $39.0 million in the third quarter of fiscal 2001.

     Gross profit from the Company’s Wheels operations increased by $25.1 million during the third quarter of fiscal 2002 compared to the same period in fiscal 2001 due primarily to the successful execution of certain strategic initiatives in the Company’s North American operations and favorable performance from its international wheel operations. First, the Company closed its Somerset, Kentucky facility during the first quarter of fiscal 2002. This closure resulted in approximately $6 million higher gross profit in the third quarter of fiscal 2002 due to the significantly large losses recorded at that facility during the third quarter of fiscal 2001. Second, the Company announced the downsizing and closure of its Bowling Green, Kentucky facility during the fourth quarter of fiscal 2001. Although the closure of the plant has been temporarily delayed, the Company did record approximately $2 million higher gross profit due to cost savings realized by the downsizing of that facility subsequent to the closure announcement. Third, gross profit from the Company’s international wheel operations improved by approximately $9 million due primarily to higher volumes, favorable foreign exchange fluctuations and improved performance.

     Gross profit from Components increased $11.7 million during the third quarter of fiscal 2002 compared to the same period in fiscal 2001. This increase was primarily due to higher production volumes and improved operating performance at the Company’s North American Components operations. Also contributing to the year-over-year improvement in Components gross profit, the Company incurred substantial program launch and start-up costs at certain suspension facilities during the third quarter of fiscal 2001 which negatively impacted gross profit during that period.

     Other gross profit decreased $5.6 million during the third quarter of fiscal 2002 compared to the same period in fiscal 2001. Higher retiree medical costs during the third quarter of fiscal 2002 combined with the sale of the Company’s European Systems Service business during the fourth quarter of fiscal 2001 accounted for most of the change in Other gross profit.

Marketing, General and Administrative Expenses

     Marketing, general and administrative expenses decreased $4.2 million to $23.5 million in the three months ended October 31, 2002 from $27.7 million in the three months ended October 31, 2001. This decrease is primarily due to abnormally high professional fees, relocation and recruiting costs recorded during the third quarter of fiscal 2001.

Engineering and Product Development Expenses

     The Company’s engineering and product development expenses decreased $0.2 million to $5.1 million in the three months ended October 31, 2002 from $5.3 million or 1.0%in the three months ended October 31, 2001. This decrease is primarily due to lower engineering expenses in the Company’s wheel operations.

Equity in Losses (Earnings) of Joint Ventures

     The Company did not record equity in losses of joint ventures in the third quarter of fiscal 2002 due to previous permanent impairment and sale of such investments.

Asset Impairments and Other Restructuring Charges

     Asset impairments and other restructuring charges recorded by the Company during the three months ended October 31, 2002 and 2001 are as follows (millions of dollars):

          
   2002  2001 
   
  
 
Impairment of manufacturing facilities $0.3  $ 
Impairment of machinery and equipment  5.3   4.6 
Facility closures      
Other restructuring  5.4    
  
  
 
 Total $11.0  $4.6 
  
  
 

-25-


Impairment of Manufacturing Facilities

     Based on current real estate market conditions, the Company recorded an asset impairment charge of $0.3 million in the third quarter of fiscal 2002 to write down its Somerset, Kentucky facility to fair value.

Impairment of Machinery and Equipment

     During the third quarter of fiscal 2002, the Company recognized asset impairment losses of $5.3 million on certain machinery and equipment in the Automotive Wheel segment due to a change in management’s plan for the future use of idled machinery and equipment and the discontinuance of certain machinery and equipment due to changes in product mix. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery and equipment.

     During the third quarter of fiscal 2001 the Company recognized asset impairment losses of $4.6 million related principally to $2.3 million due to the discontinuance of the Company’s Equipment and Engineering business located in Montague, Michigan, $0.9 million related to the abandonment of a greenfield project in Thailand, and impairments of investments in other fixed assets. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

Facility Closures

     In February 2002, the Company committed to a plan to close its manufacturing facility in Somerset, Kentucky. In connection with the closure of the Somerset facility (which commenced during February 2002), the Company recorded an estimated restructuring charge of $6.7 million in the first quarter of fiscal 2002. This charge includes amounts related to lease termination costs and other closure costs including security and maintenance costs subsequent to the shutdown date. The amount of the charge related to lease terminations of $3.5 million has been classified as a liability subject to compromise at October 31, 2002 and has been excluded from the table below. Of the other closure costs, approximately $1.8 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002 and 2003.

     In the fourth quarter of fiscal 2001, the Company committed to a plan to close its manufacturing facility in Bowling Green, Kentucky and recorded a restructuring charge of $10.7 million. This charge relates to the termination of leases and other closure costs, including security and maintenance costs subsequent to the shutdown date. Originally planned to begin during July 2002, the closure of the plant has been temporarily delayed, and as such, no costs have been paid related to the shutdown. The closure costs are expected to be paid in fiscal 2003.

     In June 2001, the Company committed to a plan to close the Petersburg facility, and accordingly recorded an estimated restructuring charge of $0.6 million. This charge includes amounts related to security and other maintenance costs subsequent to the shutdown date. Of this charge, $0.6 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002.

Other Restructuring Charges

     In fiscal 2002, the Company offered an early retirement option to approximately 30 employees, of whom 24 accepted by the respective acceptance date. In connection with this early retirement offer, the Company recorded a charge of $3.4 million primarily related to supplemental retirement benefits and continued medical benefits. The retirement benefit portion of the charge is recorded as a component of the Company’s accrued benefit cost of the applicable defined benefit plans, and will be funded as part of the requirements of those entire plans.

     During the third quarter of fiscal 2002, the Company recorded a charge of $1.0 million related to the shutdown of its Petersburg facility. Additionally, as part of ongoing restructuring and rationalization of its operations, the Company recorded severance costs of $1.0 million in the third quarter of fiscal 2002, all of which had been paid by October 31, 2002.

-26-


     The following table describes the activity in the balance sheet accounts affected by the severance and other restructuring charges noted above during the three months ended October 31, 2002:

                  
       Severance         
   July 31,  and Other      October 31, 
   2002  Restructuring  Cash  2002 
   Accrual  Charges  Payments  Accrual 
   
  
  
  
 
Facility exit costs $13.8  $  $(0.3) $13.5 
Severance  4.1   1.0   (1.8)  3.3 
  
  
  
  
 
 Total $17.9  $1.0  $(2.1) $16.8 
  
  
  
  
 

Other Income, net

     For three months ended October 31, 2002, Other income, net in the consolidated statement of operations of $3.3 million includes export sales incentives of $0.6 million, net gains on sales of various non-core assets of $0.6 million, the recovery of tooling costs of $0.3 million, various licensing and technical assistance fees of $1.4 million and other miscellaneous income.

Interest Expense, net

     Interest expense was $19.0 million for the third quarter of fiscal 2002 compared to $49.1 million for the third quarter of fiscal 2001. This decrease reflects the discontinuation of interest accrued on the Company’s subordinated debt as well as lower interest rates.

Income Taxes

     The income tax expense for the quarter is the result of tax expense in foreign jurisdictions and various states reduced by the remaining benefit recorded for loss carryback claims resulting from United States Federal income tax law changes. The Company has determined that a valuation allowance is required against all net deferred tax assets in the United States and certain deferred tax assets in foreign jurisdictions. As such, there is no United States federal income tax benefit recorded against current losses.

     On March 9, 2002, the Jobs Creation and Worker Assistance Act of 2002 was signed into law. Among other provisions, the law permits a five-year carryback for tax losses generated in tax years ending in 2001 and 2002. As a result of this tax law change, the Company has filed claims for refund of federal income taxes. The Company recorded $13.0 million related to the estimated refund claims through the second quarter. All claims have been filed with the actual refund expected to be $14.3 million. The additional amount of $1.3 million has been recorded during the third quarter of fiscal 2002 and has reduced the provision for income taxes in the consolidated statement of operations.

Nine Months Ended October 31, 2002, Compared to Nine Months Ended October 31, 2001

Net Sales

              
   2002  2001  % Change 
   
  
  
 
   (millions)     
Automotive Wheels $878.4  $952.0   (7.7%)
Components  568.6   503.1   13.0%
Other  79.1   119.4   (33.7%)
  
  
     
 Total $1,526.1  $1,574.5   (3.1%)
  
  
     

     Net sales for the Company decreased $48.4 million to $1,526.1 million in the nine months ended October 31, 2002 from $1,574.5 million in the nine months ended October 31, 2001.

     The Company’s Wheels operations recorded $73.6 million lower net sales during the first nine months of fiscal 2002 compared to the same period in fiscal 2001. The Company’s North American Wheel operations recorded approximately $64 million lower net sales due primarily to lower unit volumes, the closure of the Company’s Somerset, Kentucky facility, and increased customer pricing pressures during the first nine months of fiscal 2002. The Company’s international wheel operations also recorded approximately $9 million lower net sales during the first nine months of fiscal 2002 compared to the same period in fiscal 2001 due primarily to the impact of lower aluminum pass through pricing, the sale of the Company’s Brazilian agricultural wheel operation, increased customer pricing pressures and slightly lower unit volumes. The decrease was partially offset by the net impact of favorable product mix.

-27-


     Net sales from Components increased $65.5 million to $568.6 million in the first nine months of fiscal 2002 from $503.1 million in the same period in fiscal 2001. This increase is primarily relateddue to new program launches at the Company’s Montague, Michigan facility and at the Company’s other suspension component operations that increased sales by approximately $76.0 million. This was partially offset by the impact of the closure of the Company’s Petersburg, Michigan facility and the sale of the Maulbronn, Germany foundry during the second quarter of fiscal 2002, which reduced net sales by approximately $33.0 million during the first nine months of fiscal 2002. The remainder of the increase in Components net sales is primarily due to higher engineering spendingvolumes on existing platforms in those operations.

     Other net sales decreased $40.3 million to $79.1 million in the nine months ended October 31, 2002 from $119.4 million in the nine months ended October 31, 2001. Net sales from the Company’s commercial highway and aftermarket operations were approximately $20.0 million lower during the first nine months of customer recoveriesfiscal 2002 compared to the same period in fiscal 2001 due primarily to abnormally high military wheel shipments in fiscal 2001 and lower North American heavy duty trailer production in fiscal 2002. The remaining decrease in Other net sales is due primarily to the sale of the Company’s European System Service business during the fourth quarter of fiscal 2001.

Gross Profit

     The Company’s gross profit increased $23.2 million to $153.5 million in the nine months ended October 31, 2002 from $130.3 million in the nine months ended October 31, 2001.

     Gross profit from the Company’s Wheels operations increased by $38.2 million during the first nine months of fiscal 2002 compared to the same period in fiscal 2001. Wheels gross profit increased by approximately $47 million primarily due to the closure of the Company’s Somerset, Kentucky facility during the first quarter of fiscal 2002 and the downsizing of its Bowling Green, Kentucky facility. The remaining difference in Automotive Wheels gross profit from the first nine months of fiscal 2001 to fiscal 2002 is due primarily to lower operating performance at certain North American facilities, lower production volumes and unfavorable pricing.

     Gross profit from Components increased $2.7 million during the first nine months of fiscal 2002 compared to the same period in fiscal 2001. Improved operating performance and higher volumes at certain Component operations more than offset substantial program launch and start-up costs recorded at the Company’s Montague, MI facility during the first half of fiscal 2002.

     Other gross profit decreased $17.7 million during the first nine months of fiscal 2002 compared to the same period in fiscal 2001. The impact of lower sales in the Company’s fabricated wheelcommercial highway operations negatively impacted gross profit in boththe first nine months of fiscal 2002 compared to the same period in fiscal 2001. The Company also recorded higher operating costs due primarily to higher post-retiree medical expenses related to the Company’s North AmericaAmerican operations, which decreased Other gross profit. The remaining decrease in Other gross profit is due to the sale of the Company’s European Systems Service business during the fourth quarter of fiscal 2001.

Marketing, General and Europe.Administrative

     Marketing, general and administrative expenses decreased $5.8 million to $74.1 million in the nine months ended October 31, 2002 from $79.9 million in the nine months ended October 31, 2001. This decrease is primarily due to abnormally high professional fees, relocation and recruiting costs recorded during the third quarter of fiscal 2001.

Engineering and Product Development

     The Company’s engineering and product development expenses decreased $1.3 million to $15.6 million in the nine months ended October 31, 2002 from $16.9 million in the nine months ended October 31, 2001. This decrease is due primarily to lower engineering expenses in the Company’s Wheel operations.

Equity in Losses (Earnings) of Joint Ventures

     EquityThe Company did not record equity in losses (earnings) of joint ventures decreased $0.6during the first nine months of fiscal 2002 due to previous permanent impairment and sale of such investments.

-28-


Asset Impairments and Other Restructuring Charges

     Asset impairments and other restructuring charges recorded by the Company during the nine months ended October 31, 2002 and 2001 are as follows (millions of dollars):

          
   2002  2001 
   
  
 
Impairment of manufacturing facilities $0.6  $28.5 
Impairment of machinery and equipment  22.6   13.5 
Facility closures  6.7   0.6 
Other restructuring  6.4    
  
  
 
 Total $36.3  $42.6 
  
  
 

Impairment of Manufacturing Facilities

     Based on current real estate market conditions, the Company recorded an asset impairment charge of $0.3 million to $0.4 million of losses forin the third quarter of fiscal 2002 to write down its Somerset, Kentucky facility to fair value.

     As a consequence of the notifications received in April 2001 as comparedby the Company from certain customers of its Petersburg, Michigan manufacturing facility regarding significantly lower future product orders and the failure to $0.2obtain adequate customer support required to relocate production, management revised its estimate of future undiscounted cash flows expected to be generated by the facility. The Company concluded that this estimated amount was less than the carrying value of the long-lived assets related to the Petersburg facility and, accordingly, recognized an impairment charge of $28.5 million in the first nine months of earningsfiscal 2001. An additional impairment charge of $0.3 million was recorded in the second quarter of fiscal 2002 to further write down the Petersburg facility to fair value based on current real estate market conditions.

Impairment of Machinery and Equipment

     During the third quarter of fiscal 2002, the Company recognized asset impairment losses of $5.3 million on certain machinery and equipment in the Automotive Wheel segment due to a change in management’s plan for the same periodfuture use of idled machinery and equipment and the discontinuance of certain machinery and equipment due to changes in product mix. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery and equipment.

     In the second quarter of fiscal 2000.

Asset Impairments2002, the Company determined, based on its most recent sales projections for the facility, that its current estimate of the future undiscounted cash flows from its manufacturing facility in La Mirada, California would not be sufficient to recover the carrying value of the facility’s fixed assets and Other Restructuring Chargesproduction tooling. Accordingly, the Company recorded an estimated impairment loss of $15.5 million in the second quarter of fiscal 2002 on those assets. During the second quarter of fiscal 2002, the Company also recognized asset impairment losses of $1.8 million on certain machinery and equipment due primarily to a change in management’s plan for the future use of idled machinery and equipment. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

     During the third quarter of fiscal 2001 the Company recognized asset impairment losses of $4.6 million related principally to $2.3 million due to the discontinuance of the Company’s Equipment and Engineering business located in Montague, Michigan, $0.9 million related to the abandonment of a greenfield project in Thailand, and impairments of investments in other fixed assets. Such investments in fixed assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment and tooling.

     InDuring the third quarter of fiscal 2000, the Company recorded asset impairment and other restructuring charges of $73.9 million. These charges relate principally to $63.6 million in impairment of excess and obsolete machinery and equipment, $7.6 million in severance and facility closure costs, and $2.7 million for the termination of certain contractual obligations.

Loss on Investment in Joint Venture

     In the third quarter of fiscal 2000, the Company recorded a $1.5 million loss on investment in joint venture related to its Venezuelan joint venture.

Interest Expense, net

     Interest expense was $49.1 million for the thirdsecond quarter of fiscal 2001, comparedthe company recognized an impairment loss of $6.4 million related principally to $41.7 milliona change in management’s plan for future use of idled machinery and equipment in the thirdAutomotive Wheel segment, and to investments in machinery, equipment and tooling at its Somerset, Kentucky facility. Such assets were written down to fair value based on the expected scrap value, if any, of such machinery, equipment, and tooling. During the first quarter of fiscal 2000. This increase reflects higher outstanding borrowings and increased interest rates on the refinanced debt.

29


Income Taxes

     The Company established a full valuation allowance with respect to net domestic deferred income tax assets as of January 31, 2001. Accordingly, any income tax provision during the quarter ended October 31, 2001 is related primarily to the Company’s foreign operations.

Nine Months Ended October 31, 2001 Compared to Nine Months Ended October 31, 2000

Net Sales

              
(As Restated)
20012000% Change



(millions)
Automotive Wheels $952.0  $1,054.7   (9.7)%
Components  503.1   506.3   (0.6)
Other  119.4   131.0   (8.9)
   
   
   
 
 Total $1,574.5  $1,692.0   (6.9)
   
   
   
 

     The Company’s net sales for the nine months ended October 31, 2001 were $1,574.5 million, a decrease of 6.9% as compared to net sales of $1,692.0 million in the same period in 2000. This decrease is primarily due to the impact of lower sales to light vehicle OEMs and heavy-duty vehicle manufacturers in North America and the build-out and termination of certain OEM platforms on the Company’s North American operations.

     Net sales from the Company’s Automotive Wheels segment decreased 9.7% from $1,054.7 million in the nine months ended October 31, 2000 to $952.0 million in the same period in 2001. This was primarily due to a $110.6 million reduction in sales from the Company’s North American operations arising from lower OEM production levels and lower market share in 2001 compared to 2000. Sales from the Company’s European operations increased by $7.9 million, net of the effect of an approximate $39.4 million decrease in the value of European currencies relative to the U.S. dollar. Of the net increase, sales for the Company’s European aluminum wheels business unit increased by $33.2 million, primarily due to increasing penetration rates of aluminum wheels in the European light vehicle market. Sales for the Company’s European fabricated wheels business unit partially offset this increase, decreasing by $25.3 million primarily due to lower customer production requirements and lower penetration rates.

     Components net sales were essentially unchanged for the nine months ending October 31, 2001 compared to the same period in 2000. The impact of lower OEM production levels and the build-out and termination of certain customer platforms reduced net sales from the Company’s North American operations which were offset by the increase in net sales arising from the Schenk acquisition and higher net sales from the Company’s MGG operations in Europe.

     Other net sales decreased 8.9% from $131.0 million in the nine months ended October 31, 2000 to $119.4 million in the same period in 2001. This decrease is primarily due to the significant decrease in heavy duty Class 8 truck and trailer production in North America between those time periods. This decrease was partially offset by higher sales from the Company’s system service business in Europe.

Gross Profit

     The Company’s gross profit margin for the nine months ended October 31, 2001 decreased by $95.7 million, to $130.3 million or 8.3% of net sales, as compared to $226.0 million or 13.4% of net sales for the first nine months of fiscal 2000.

     The Company’s gross profit from Automotive Wheels decreased $82.0 million from the first nine months of fiscal 2000 compared to the same period in fiscal 2001. Gross profit from the Company’s North American operations decreased $83.5 million from the nine months ended October 31, 2000 compared to the same period in 2001. This decrease is primarily due to recurring manufacturing difficulties at the Company’s Somerset, Kentucky facility and lower operating performance at various facilities in North America, which

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reduced gross profit by approximately $30.8 million and $40.6 million, respectively. Lower OEM production requirements in North America reduced gross profit by approximately $12.1 million. Conversely, gross profit from the Company’s European wheel operations increased by $1.5 million.

     Gross profit from Components decreased $16.1 million from the first nine months of fiscal 2000 compared to the same period in fiscal 2001. This decrease is primarily due to lower operating performance, lower OEM production requirements and the inefficiencies arising from lower production in the North American operations. The decrease was partially offset by improved operating performance at the Company’s MGG operations in Europe and the Schenk acquisition, which collectively increased gross profit by approximately $0.8 million in the nine months ended October 31, 2001 compared to the same period in fiscal 2000.

     Other gross profit increased $2.4 million from the first nine months of fiscal 2000 compared to the same period in fiscal 2001. This increase is primarily due to higher inventory and other charges in the first nine months of fiscal 2000, and was partially offset by lower sales and lower operating margins in the commercial highway market.

     Marketing, General and Administration

     Marketing, general and administrative expenses increased slightly from the nine months ended October 31, 2000 to the nine months ended October 31, 2001. This is primarily due to increased provisions for past due accounts receivable in the Company’s North American operations.

     Engineering and Product Development

     Engineering and product development expenses increased from $13.0 million or 0.8% of net sales in the nine months ended October 31, 2000 to $16.9 million or 1.1% of net sales in the same period in fiscal 2001. Lower engineering and product development spending, net of customer recoveries, in the Company’s wheel operations in fiscal 2000 is the primary reason for this variance.

     Equity in Losses (Earnings) of Joint Ventures

     Equity in losses (earnings) of joint ventures decreased $1.6 million to $0.9 million of losses for the first nine months of fiscal 2001 as compared to $0.7 million of earnings for the same period in fiscal 2000.

     Asset Impairments and Other Restructuring Charges

     In the nine months ended October 31, 2001, the Company recognized an asset impairment losses and other restructuring chargesloss of $42.6 million. These charges are primarily comprised of asset impairment losses of $28.5 million related to the Company’s Petersburg, Michigan facility, $2.5 million related to the abandonment of plans to continue to invest in the start-up of certain single-purpose equipmentequipment.

Facility Closures

     In February 2002, the Company committed to a plan to close its manufacturing facility in Somerset, Kentucky. In connection with the closure of the Somerset facility (which commenced during February 2002), the Company

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recorded an estimated restructuring charge of $6.7 million in the first quarter of fiscal 2002. This charge includes amounts related to lease termination costs and other closure costs including security and maintenance costs subsequent to the shut down date. The amount of the charge related to lease terminations of $3.5 million has been classified as a liability subject to compromise at anotherOctober 31, 2002 and has been excluded from the table below. Of the other closure costs, approximately $1.8 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002 and fiscal 2003.

     In the fourth quarter of fiscal 2001, the Company committed to a plan to close its manufacturing facility $0.6 millionin Bowling Green, Kentucky and recorded a restructuring charge of $10.7 million. This charge relates to the termination of leases and other closure costs, including security and maintenance costs subsequent to the shutdown date. Originally planned to begin during July 2002, the closure of the plant has been temporarily delayed, and as such, no costs have been paid related to the shutdown. The closure costs are expected to be paid in fiscal 2003.

     In June 2001, the Company committed to a plan to close the Petersburg facility, $6.4and accordingly recorded an estimated restructuring charge of $0.6 million. This charge includes amounts related to security and other maintenance costs subsequent to the shutdown date. Of this charge, $0.6 million remained unpaid at October 31, 2002, and is expected to be paid during fiscal 2002 and fiscal 2003.

Other Restructuring Charges

     In fiscal 2002, the Company offered an early retirement option to approximately 30 employees, of whom 24 accepted by the respective acceptance date. In connection with this early retirement offer, the Company recorded a charge of $3.4 million primarily related to supplemental retirement benefits and continued medical benefits. The retirement benefit portion of the charge is recorded as a component of the Company’s accrued benefit cost of the applicable defined benefit plans, and will be funded as part of the requirements of those entire plans.

     During the third quarter of fiscal 2002, the Company recorded a charge of $1.0 million related principally to a changethe shutdown of its Petersburg facility. Additionally, as part of ongoing restructuring and rationalization of its operations, the Company recorded severance costs of $1.0 million in management’s plan for future usethe third quarter of idled machineryfiscal 2002, all of which had been paid by October 31, 2002.

     The following table describes the activity in the balance sheet accounts affected by the severance and equipment and to investments in machinery, equipment and tooling at its Somerset, Kentucky facility, and an additional $4.6 million recognized inother restructuring charges noted above during the three months ended October 31, 2001 as discussed above.2002:

                  
       Severance         
   July 31,  and Other      October 31, 
   2002  Restructuring  Cash  2002 
   Accrual  Charges  Payments  Accrual 
   
  
  
  
 
Facility exit costs $13.8  $  $(0.3) $13.5 
Severance  4.1   1.0   (1.8)  3.3 
  
  
  
  
 
 Total $17.9  $1.0  $(2.1) $16.8 
  
  
  
  
 

Other Income, net

     InFor the nine months ended October 31, 2000,2002, Other income, net in the Company recognized asset impairment lossesconsolidated statement of operations of $7.0 million includes the recovery of tooling costs of $1.8 million, various licensing and technical assistance fees of $1.9 million, various export sales incentives of $1.3 million and other restructuring chargesmiscellaneous income. Other Income, net also includes net gains on sales of $78.3various non-core assets and businesses of $0.9 million. These charges are primarily comprised of asset impairment losses of $2.1The Company received $9.1 million related to excess and obsolete machinery and equipment, severance and facility closure costs of $2.3in cash in connection with these sales.

Interest Expense, net

     Interest expense was $53.7 million and an additional $73.9 million recognized infor the threefirst nine months ended October 31, 2000 as discussed above.

     Loss on Investment in Joint Venture

     In the second quarter of fiscal 2001,2002 compared to $142.0 million for the Companysame period of fiscal 2001. This decrease reflects the discontinuation of interest accrued on the Company’s subordinated debt, as well as lower interest rates.

Income Taxes

     The income tax expense for the first nine months of fiscal 2002 is the result of tax expense in foreign jurisdictions and various states reduced by the $14.3 million tax benefit recorded a $3.8 millionfor loss on investment in joint venture related to its Mexican joint venture, which had incurred and expects to continue to incur significant operating losses.carryback claims resulting

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     In the third quarter of fiscal 2000, the Company recorded a $1.5 million loss on investment in joint venture related to its Venezuelan joint venture.

     Interest Expense, net

     Interest expense was $142.0 million for the third quarter of fiscal 2001 compared to $120.5 million for the third quarter of fiscal 2000. This increase primarily reflects higher outstanding borrowings and higher interest rates on the refinanced debt.

     Income Taxes

from United States Federal income tax law changes. The Company establishedhas determined that a full valuation allowance with respect tois required against all net domestic deferred tax assets in the United States and certain deferred tax assets in foreign jurisdictions. As such, there is no United States federal income tax assets as of January 31, 2001. Accordingly, any income tax provision during the nine months ended October 31, 2001 is related primarily to the Company’s foreign operations.benefit recorded against current losses.

Liquidity and Capital Resources

Chapter 11 Filings

     As previously discussed above, the Company and certain subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the Bankruptcy Code. The matters described under this caption “Liquidity and Capital Resources”,Resources,” to the extent that they relate to future events or expectations, may be significantly affected by the Chapter 11 Filings. Those proceedings will involve, or result in, various restrictions on the Company’s activities, limitations on financing, the need to obtain Bankruptcy Court approval for various matters and uncertainty as to relationships with vendors, suppliers, customers and others with whom the Company may conduct or seek to conduct business.

     DIP FacilityCash Flows

     The Bankruptcy Court has approvedCompany’s cash provided by operating activities in the Company’s request for a totalfirst nine months of $200fiscal 2002 was $51.3 million compared to $6.4 million in debtor-in-possession financing (the “DIP facility”). The amounts that the Company is ablefirst nine months of fiscal 2001. This improvement resulted primarily from the effect of lower interest payments during the current period due to borrow under the DIP facility are determinedstay on most prepetition liabilities and improved profitability. These improvements were partially offset by a borrowing base formula basedthe investment in working capital on certain eligible assetshigher volumes in the third quarter of fiscal 2002, as well as payments associated with the Company. As of April 10, 2002, the Company had $4.0 million in cash borrowings and had issued $4.7 million in letters of credit pursuant to this financing. The amount available under the DIP facility as of April 10, 2002, after taking into account the aforementioned borrowings and letters of credit, was $87.0 million.Chapter 11 proceedings.

     The principal sources of liquidity for the Company’s future operating, capital expenditure, facility closure, restructuring and other restructuringreorganization requirements are expected to be (i) cash flows from operations, (ii) proceeds from the sale of non-core assets and businesses, (iii) borrowings under various foreign bank and government loans, and (iv) and borrowings under the DIP facility. WhileFacility, and (v) any exit financing associated with the Company’s emergence from the Chapter 11 proceedings resulting from a confirmed plan or plans of reorganization. The DIP Facility is scheduled to terminate on the earlier of (a) the date of substantial consummation of a plan of reorganization or (b) June 5, 2003. As more fully discussed above, while the Company expects to emerge from Chapter 11 prior to the termination of the DIP Facility, there can be no assurances that the emergence will occur prior to such date, or that the Company will be able to extend the term of or replace the existing DIP facility in the event that the Company has not emerged by June 5, 2003. Moreover, while the Company expects that such sources will meet these requirements, there can be no assurances that such sources will prove to be sufficient.

     Refinancingsufficient, in part, due to inherent uncertainties about applicable future capital market conditions.

     On June 22, 2001,Capital expenditures and tooling purchases for the first nine months of fiscal 2002 were $69.9 million. These expenditures were primarily for additional machinery and equipment to improve productivity and reduce costs, to meet demand for new vehicle platforms and to meet expected requirements for the Company’s products. The Company anticipates capital expenditures and tooling purchases for fiscal 2002 will be approximately $110 to $115 million relating primarily to new vehicle platforms and maintenance and cost reduction programs. While the Company received $291.1has not yet completed the process of approving its capital expenditure programs for fiscal year 2003, it anticipates that its requirements might be moderately increased from fiscal 2002.

Other Liquidity Matters

     As of October 31, 2002, there were $42.1 million of outstanding borrowings and $4.7 million in net proceeds fromletters of credit issued under the issuanceCompany’s DIP Facility. As of 11 7/8% senior unsecured notes due 2006 in the original principal amountDecember 13, 2002, there were $23.3 million of $300 million (the “11 7/8% Notes”). In

32


addition, on July 2, 2001, the Company received $144. 3outstanding borrowings and $4.7 million in net proceeds from the issuanceletters of the B Term Loan. These aggregate net proceeds totaled $435.4 million and were used as follows ($ in millions):
      
Permanent reduction of Credit Agreement indebtedness with a principal balance of $334.3, plus $2.2 in accrued interest  336.5 
Payment on foreign indebtedness with a principal balance of $47.0  47.0 
Repurchase of certain Senior Subordinated Notes with a face value of $47.2, plus $1.0 in accrued interest  37.6 
Payment of fees and expenses on the above  0.8 
Remaining cash proceeds held by Company  13.5 
   
 
 Total $435.4 
   
 

     In connection with the repurchase of the senior subordinated notes at a discount, the Company recorded an extraordinary gain of $10.6 million in the second quarter of fiscal 2001. This gain was offset by $0.9 million of unamortized deferred financing costs written off as a result of the repurchase. Further,credit issued in connection with the B Term refinancing and permanent reductionDIP Facility. The amount of the Credit Agreement, the Company recorded an extraordinary loss of $5.5 million for the write-off of unamortized deferred financing costs associated with the Credit Agreement. These extraordinary items are reflected net of tax of $1.5 million on the accompanying consolidated statement of operations. As a result, the deferred tax asset valuation allowance was reduced by a corresponding amount with the benefit included in Income tax provision on the consolidated statement of operations included herein.

     The Credit Agreement, as amended, contains certain financial covenants regarding interest coverage ratios, fixed charge coverage ratios, leverage ratios and capital spending limitations. As of October 31, 2001, there was $177.8 million outstanding under the term loan facilities of the Credit Agreement, which amount represents the total amount available under the facility. At October 31, 2001, there was $572.1 million outstanding under the revolving credit facility and $77.9 million available. As a result of the Debtors’ Chapter 11 Filings, all additional availability under the Credit Agreement has been terminated, althoughDIP Facility as of December 13, 2002 was $74.4 million, net of the aforementioned borrowings and issued letters of credit amounting to approximately $11.0 million remain outstanding.credit.

     All amounts outstandingThe DIP Facility provides for the postpetition cash payment at certain intervals of interest and fees accrued at the filing date and accruing postpetition under the Company’s prepetition credit agreements, if certain tests are satisfied relating to the liquidity position and earnings of the Company and its subsidiaries, and the repatriation of funds from foreign subsidiaries. During the second and third quarters of fiscal 2002, payments of $12.1 million and $8.3 million, respectively, were made for a portion of accrued interest and fees with respect to the Credit Agreement, the aforementioned senior subordinated notes, and the 11 7/8% Notes are classified as a current liability in the consolidated financial statements as of October 31, 2001 included herein.

     Trade Securitization Agreement

     In April 1998,this provision. Further, the Company entered into a three-year trade securitization agreement pursuant to which the Company and certain of its subsidiaries sold, and continued to sellpaid $2.9 million on an ongoing basis, a portion of their accounts receivables to a special purpose entity (“Funding Co.”), which is wholly owned by the Company. Accordingly, the Company and such subsidiaries, irrevocably and without recourse, transferred and continued to transfer substantially all of their U.S. dollar denominated trade accounts receivable to Funding Co. Funding Co. then sold and continued to sell such trade accounts receivable to an independent issuer of receivable-backed commercial paper. The Company has collection and administrative responsibilitiesNovember 1, 2002 with respect to all the receivables that are sold.this provision.

     This trade securitization agreement expired on May 1, 2001 and as such, there were no receivables sold at October 31, 2001. From the expiration date to October 31, 2001, the Company financed the amount of receivables previously sold under the securitization agreement with its revolving credit facility. The impact of the discontinued securitization program had an adverse impact on liquidity of approximately $71.6 million.-31-

     Other Liquidity Matters


     During the third quarter of fiscal 2001,2002, the Company sold itsand the lenders to the DIP Credit Agreement discovered that the applicable period(s) during which certain liquidity and earnings tests thereunder are measured had not been properly memorialized therein and the parties’ intentions were frustrated thereby. Accordingly, on December 4, 2002, the Bankruptcy Court granted authority to the Debtors and the lenders to enter into a Third Amendment of the DIP Credit Agreement to correct the measurement period definition. As modified by the Third Amendment, the DIP Credit Agreement would allow the Company to make a $13.8 million payment that is currently prohibited under the DIP Credit Agreement.

     As of October 31, 2002, there were $111.7 million in outstanding borrowings under various foreign bank credit facilities. A portion of these credit facilities are secured by compensating balance arrangements. In addition, the Company maintains cash deposits at certain locations in order to assure the continuation of vendor trade terms. As of October 31, 2002, the total amount of cash deposits maintained for these purposes was approximately $8.0 million.

     During the first nine months of fiscal 2002, the Company received $9.1 million in cash proceeds from the sale of certain non-core assets and businesses, primarily the sale of the Company’s Brazilian agricultural wheel business, a foundry located in Maulbronn, Germany and the Company’s interest in a Portuguese joint venture. During the first nine months of fiscal 2002, the Company paid $5.1 million for the remaining 24% interest in its Canadian joint ventureSouth African subsidiary, and $2.1 million in cash and an additional $2.0 million note payable for cash proceedsthe facility and assets of $9.5 million.

33


     The Company received net casha foundry in the amount of $10.1 million during the nine months ended October 31, 2001 in connection with the early termination of all of its cross-currency interest rate swap agreements. These payments reduced the fair market value recorded by the Company at the time of the early terminations resulting from accounting for mark-to-market adjustments during the terms of the agreements.

     During the second quarter of fiscal 2000, the Board of Directors approved the repurchase of up to an aggregate of $30.0 million of the Company’s outstanding common stock. The Company repurchased approximately 1.9 million shares of its common stock for an aggregate purchase price of approximately $25.7 million during the third quarter of fiscal 2000.Chattanooga, Tennessee.

     Certain of the operating leases covering leased assets with an original cost of approximately $68.0 million, contain provisions which, if certain events occur or conditions are met, including termination of the lease, might require the Company to purchase or re-sell the leased assets within a specified period of time, generally one year, based on amounts specified in the lease agreements. On July 18, 2001, the Company received notification of termination from a lessor with respect to leased assets having approximately $25.0 million of original cost (which termination was not to be effective for one year). The Company has not agreed with the lessor that a termination has occurred at the time of the notice and has continued to use the leased assets.

     Cash FlowsCritical Accounting Policies

Asset impairment losses and other restructuring charges

     Between January 31, 2001The Company’s consolidated statements of operations included herein reflect an element of operating expenses described as asset impairments and other restructuring charges. The Company periodically evaluates whether events and circumstances have occurred that indicate that the dateremaining useful life of any of its long-lived assets may warrant revision or that the remaining balance might not be recoverable. When factors indicate that the long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the future undiscounted cash flows generated by the underlying assets to determine if a write-down is required. If a write-down is required, the Company adjusts the book value of the impaired long-lived assets to their estimated fair values. Fair value is determined, generally, through third party appraisals or discounted cash flow calculations. The related charges are recorded as asset impairments or, in the case of certain exit costs in connection with a plant closure or restructuring, restructuring or other charges in the consolidated statements of operations.

     The Company believes that the Chapter 11 Filings in December 2001 and the ongoing comprehensive review of all of its operations as part of formulating its plan or plans of reorganization in order to emerge from Chapter 11 will take some time to complete. As discussed above and in the notes to the Company’s operating cash flows were adversely affected by (i)consolidated financial statements included herein, a further decrease in operating margins, (ii)number of decisions have occurred or other factors have indicated that these types of charges are required to be currently recognized. As the effect of discontinuing the receivables securitization program, less the effect on the Company of its participation in separate accelerated payment programs with some of its major customers starting in September 2001 and (iii) further contraction of terms required by trade creditors.

     Since the Chapter 11 Filings, the Company believes its operating cash flows will be impacted by, among other things, (i) the need to fund the significant professional fees and other costs directly related to the Chapter 11 Filings, (ii) the cash requirements for the closure and restructuring of certain facilities, and (iii) the rate and level post-petition trade credit available to the Company. The amount of interest expense should be substantially less due to the effect of the stay on payment of pre-petition obligations.

     The Company’s operations provided $6.4 million in cash in the first nine months of fiscal 2001 compared to a use of $79.0 million in the same period of fiscal 2000. This increase is primarily due to the working capital improvementsreview continues during this period exceeding the effect of lower operating profits.

     Capital expenditures for the first nine months of fiscal 2001 were $104.3 million. These expenditures were primarily for additional machinery and equipment to improve productivity and reduce costs, to meet demand for new vehicle platforms, and to meet expected requirements for the Company’s products.

Market Risks

     In the normal course of business the Company is exposed to market risks arising from changes in foreign exchange rates, interest rates and raw material prices. The Company selectively uses derivative financial instruments to manage these risks, but does not enter into any derivative financial instruments for trading purposes.

     Foreign Exchange

     The Company has global operations and thus makes investments and enters into transactions in various foreign currencies. In order to minimize the risks associated with global diversification, the Company first seeks to internally net foreign exchange exposures, and uses derivative financial instruments to hedge any remaining net exposure. The Company uses forward foreign currency exchange contracts on a limited basis to reduce the earnings and cash flow impact of non-functional currency denominated transactions. The gains and losses from these hedging instruments generally offset the gains or losses from the hedged items and are recognized in the same period the hedged items are settled. In addition, the Company may enter into cross currency interest rate swaps to hedge a portion of its investments in Europe. The currency effects of these

34


swaps are reflected in the cumulative translation adjustments component of other accumulated comprehensive income, where they offset the gain or loss associated with the investments in Europe. In addition, the Company has designated a term loan, totaling 30.5 million Euro at October 31, 2001, as a hedge of foreign currency exposure of its net investment in its European operations.

     Commodities

     The Company relies upon the supply of certain raw materials and other inputs for its production process and has entered into firm purchase commitments for aluminum and steel. The Company manages the exposures associated with these commitments primarily through the terms of its supply and procurement contracts. Additionally, the Company uses forward contracts to hedge against changes in certain specific commodity prices of the purchase commitments outstanding. The Company had no forward contracts during the quarters ended October 31, 2001 and 2000.

Other Matters

     The Company does not believe that sales of its products are materially affected by inflation, althoughreorganization, there can be no assurance that such an effectthere will not occur inbe additional charges based on future events and that the future. In accordance with industry practice, the costs or benefits of fluctuations in aluminum prices are passed through to customers. In the United States, the Company adjusts the sales prices of its aluminum wheels every three to six months, if necessary, to reflect fully any increase or decrease in the price of aluminum. Asadditional charges would not have a result, the Company’s net sales of aluminum wheels are adjusted, although gross profit per wheel is not materially affected. From time to time, the Company enters into futures contracts or purchase commitments solely to hedge against possible aluminum price changes that may occur between the dates of aluminum wheel price adjustments. Pricing and purchasing practices are similar in Europe, but opportunities to recover increased material costs from customers are more limited than in the United States.

     The value of the Company’s consolidated assets and liabilities located outside the United States (which are translated at period end exchange rates) and income and expenses (which are translated using average rates prevailing during the period) have been affected by the translation values, particularly the Euro (as defined under “Euro Conversion”) and the Brazilian Real. Such translation adjustments are reported as a separate component of stockholders’ equity. Foreign exchange rate fluctuations could have an increasedadverse impact on the Company’s reportedfinancial position and results of operations. However,

     See discussion of SFAS No. 142 below.

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Valuation allowances on deferred income tax assets

     In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company expects the deferred tax assets, net of the valuation allowance to be realized as a result of the reversal of existing taxable temporary differences in the United States and as a result of projected future taxable income and the reversal of existing taxable temporary differences in certain foreign locations. As a result of management’s assessment, a valuation allowance was recorded. In view of the substantial doubt regarding the Company’s ability to continue as a going concern, the Company determined that it could not conclude that it was more likely than not that the benefits of certain deferred income tax assets would be realized. The valuation allowance recorded by the Company fully reserves for all domestic and certain foreign net deferred tax assets.

Use of Estimates

     Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

     Generally, assets and liabilities which are subject to management’s estimation and judgment include long-lived assets, due to the self-sustaining natureuse of estimated economic lives for depreciation purposes and future expected cash flow information used to evaluate the recoverability of the Company’s foreign operations (which maintain their own credit facilities, enter into borrowingslong-lived assets, inventory, accounts receivable, deferred tax asset valuation reserves, pension and swap agreementspost retirement costs, restructuring reserves, self insurance accruals and incur costs in their respective local currencies),environmental remediation accruals.

     Under SFAS No. 87, “Employers’ Accounting for Pensions,” an additional minimum pension liability may need to be recorded at the end of the current fiscal year of a plan sponsor based on an annual measurement requirement as of that date. As of January 31, 2002, the Company believes it can effectively managerecorded an additional minimum pension liability with regard to its defined benefit pensions plans of approximately $35 million. This additional liability resulted in an increase to the accumulated other comprehensive loss for fiscal 2001. Due to recent market conditions, the fair value of the plans’ assets has declined since the beginning of fiscal 2002. In view of the current market conditions, the Company anticipates that there will be a requirement to increase the additional minimum liability as of January 31, 2003.

Recently Adopted Accounting Pronouncements

     Effective February 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 requires that goodwill and indefinite-lived intangible assets be reviewed for impairment annually, rather than amortized into earnings, and that any impairment to the amount of goodwill existing at the date of adoption be recognized as a cumulative effect of these currency fluctuations. In addition,a change in order to further hedge against such currency rate fluctuations,accounting principle on that date. The Company has discontinued amortizing goodwill and indefinite-lived intangible assets into earnings. As of February 1, 2002, the Company had unamortized goodwill and other intangibles of approximately $822.4 million that will be subject to the transition provisions of SFAS No. 142. Management has entered into certain foreign currency swap arrangements.determined that it will incur a significant write-down in the value of its goodwill upon completion of the adoption of SFAS No. 142. This write-down will be recorded in the fourth quarter of fiscal 2002 consistent with the transitional provisions of SFAS No. 142 as a cumulative effect as described above.

     The pro forma effect of SFAS No. 142 on the Company’s net sales are continually affected by pressure from its major customers to reduce prices. The Company’s emphasis on reduction of production costs, increased productivityearnings for the three and improvement of production facilities has enabled the Company to respond to this pressure.nine months ended October 31, 2002 and 2001 is as follows:

                 
  Three Months Ended  Nine Months Ended 
  
  
 
  2002  2001  2002  2001 
  
  
  
  
 
Reported net income (loss) $3.7  $(54.8) $(57.4) $(186.6)
Addback goodwill amortization     6.7      20.0 
  
  
  
  
 
Adjusted net income (loss) $3.7  $(48.1) $(57.4) $(166.6)
  
  
  
  
 
Basic and diluted income (loss) per share:                
Reported net income (loss) $0.13  $(1.92) $(2.02) $(6.56)
Addback goodwill amortization     0.23      0.70 
  
  
  
  
 
Adjusted net income (loss) $0.13  $(1.69) $(2.02) $(5.86)
  
  
  
  
 

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New Accounting Pronouncements

     In August 2001,July 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”)SFAS No. 144,146, “Accounting for the ImpairmentCosts Associated with Exit or Disposal of Long-Lived Assets.Activities.” SFAS No. 144 supersedes FASB146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by this standard include lease termination costs and certain employee severance costs associated with a restructuring or plant closing, or other exit or disposal activity. Previous guidance for such costs was provided by EITF Issue No. 121, “Accounting94-3, “Liability Recognition for the Impairment of Long-lived assetsCertain Employee Termination Benefits and for Long-lived AssetsOther Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS No. 146 replaces EITF 94-3, and is to be Disposed Of.applied prospectively to exit or disposal activities initiated after December 31, 2002. Liabilities recorded under EITF 94-3 prior to adoption of SFAS No. 146 are grandfathered, and thus, adoption of this standard is not anticipated to have a material effect on the Company’s financial position or results of operations.

     In May 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.The statement retainsSFAS No. 145 eliminates the previously existing accounting requirements related torequirement that gains and losses from the recognitionextinguishment of debt be aggregated and, measurementif material, classified as an extraordinary item, net of the impairment of long-lived assets to be held and used while expanding the measurement requirements of long-lived assets to be disposed of by sale to include discontinued operations. It also expands the previously existing reporting requirements for discontinued operations to include a component ofrelated income tax effect. However, an entity is not prohibited from classifying such gains and losses as extraordinary items, so long as they meet the criteria outlined in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 145 also eliminates the inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that either has been disposed of orhave economic effects that are similar to sale-leaseback transactions. This statement is classified as heldeffective for sale. The provisions of this Statement are effectivefinancial statements issued for fiscal years beginning after DecemberMay 15, 2001.2002. The Company has not yet completed its analysis of the impact ofwill adopt SFAS No. 144145 in the fiscal year beginning February 1, 2003, and adoption of this standard is not anticipated to have a material effect on its consolidatedthe Company’s financial position or results of operations upon adoption.operations.

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     In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value of the liability can be made. Such associated asset retirement costs are to be capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 also contains additional disclosure requirements regarding descriptions of the asset retirement obligations and reconciliationsreconciliation of changes therein. The provisions of this Statement are effective for fiscal years beginning after June 15, 2002. The Company has not yet completed its analysis of the impact of SFAS No. 143 on its consolidated financial position or results of operations upon adoption.

     In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 requires that goodwill be reviewed for impairment annually, rather than amortized into earnings. The provisions of this Statement are effective for fiscal years beginning after December 15, 2001. Amortization of goodwill will cease upon adoption of the Statement by the Company on February 1, 2002. At that valuation date, the Company will test goodwill for impairment, and any losses will be recognized as a cumulative effect of a change in accounting principle. Other acquired identifiable intangible assets having estimable useful lives will be separately stated from goodwill, and will continue to be amortized over their estimated useful lives. As of February 1, 2002, the Company expects to have unamortized goodwill and other intangible assets of approximately $873.6 million, which will be subject to the transition provisions of SFAS No. 142. Amortization expense related to goodwill and other intangible assets was $27.4 million, $27.5 million and $16.6 million for fiscal 2000, 1999 and 1998, respectively. The Company believes it will likely incur a significant write-down in the value of its goodwill at the earlier of its emergence from bankruptcy, as provided by SOP 90-7, or the adoption of SFAS No. 142.

     In June 2001, the FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 requires that all business combinations (initiated after June 30, 2001) be accounted for under the purchase method of accounting. Use of the pooling-of-interests method is no longer permitted. Adoption of this standard is not anticipated to have a material effect on the Company’s financial position or results of operations as a result of future business combinations, as the Company has historically accounted for such transactions under the purchase method.

     In September 2000, the FASB issued SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities — a replacement of FASB Statement No. 125.” This statement revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain financial statement disclosures. SFAS 140 is effective for transactions occurring after March 31, 2001. The new disclosure requirements are effective for fiscal years ending after December 15, 2000. Adoption of this replacement standard did not have a material effect on the Company’s financial position or results of operations.

Item 3.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     For the period ended October 31, 2001,2002, 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/A10-K for the year ended January 31, 2001.2002.

36Item 4. Controls and Procedures

     On February 19, 2002, the Company issued restated consolidated financial statements included in its filings with the Securities and Exchange Commission (the “SEC”) as of and for the fiscal years ended January 31, 2001 and 2000, and related quarterly periods (the “10-K/A”), and for the fiscal quarter ended April 30, 2001 (the “10-Q/A”). The restatement was the result of failure by the Company to properly apply certain accounting standards generally accepted in the United States of America, and because certain accounting errors and irregularities in the Company’s financial statements were identified. As discussed in the Company’s Annual Report On Form 10-K for the fiscal year 2001 filed with the SEC on May 1, 2002, the Company has been advised that the SEC is conducting an investigation into the facts and circumstances giving rise to the restatement, and the Company has been and intends to continue cooperating with the SEC. The Company cannot predict the outcome of such an investigation.

     Following the commencement of an internal review of its accounting records and procedures and the investigation initiated by the Company’s Audit Committee of the Board of Directors in connection with the restatement process (the “Audit Committee Investigation”), the Company initiated a significant restructuring which included, among other things, (i) a new management team under the leadership of a new chief executive officer and the hiring of a new chief financial officer (initially an interim chief financial officer), (ii) a number of key operating initiatives including an ongoing process to rationalize the manufacturing capacity of the Company on a global basis

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and (iii) the Chapter 11 Filings. These activities, while critical to the successful restructuring of the Company, complicate the Company’s ability to assess the overall effectiveness of (i) disclosure controls and procedures, as defined in Exchange Act Rules 13a-14 and 15d-14 (the “Disclosure Controls and Procedures”) and (ii) internal controls, including those internal controls and procedures for financial reporting (the “Internal Controls”).

     Since the inception of the restatement process and Audit Committee Investigation, the Company has made a number of significant changes that strengthened its Disclosure Controls and Procedures and Internal Controls. These changes included, but were not necessarily limited to, (i) communicating clearly and consistently a tone from new senior management regarding the proper conduct in these matters, (ii) terminating or reassigning key managers, (iii) hiring (or retaining on an interim basis), in addition to the chief financial officer position noted above, a new chief accounting officer, chief information officer, and several new experienced business unit controllers, (iv) strengthening the North American financial management organizational reporting chain, (v) requiring stricter account reconciliation standards, (vi) establishing an anonymous “TIPLINE” monitored by the general counsel of the Company, (vii) updating and expanding the distribution of the Company’s business conduct questionnaire, (viii) conducting more face-to-face quarterly financial reviews with business unit management, (ix) requiring quarterly as well as annual plant and business unit written representations, (x) expanding the financial accounting procedures in the current year internal audit plan, (xi) temporarily supplementing the Company’s existing staff with additional contractor-based support to collect and analyze the information necessary to prepare the Company’s financial statements, related disclosures and other information requirements contained in the Company’s SEC periodic reporting until the Company implements changes to the current organization and staffing, and (xii) commencing a comprehensive, team-based process to further assess and enhance the efficiency and effectiveness of the Company’s financial processes, including support efforts which better integrate current and evolving financial information system initiatives, and addressing any remaining critical weaknesses including any reported by the Company’s internal audit function and independent public accountants.

     The Company will continue the process of identifying and implementing corrective actions where required to improve the effectiveness of its Disclosure Controls and Procedures and Internal Controls. Significant supplemental resources will continue to be required to prepare the required financial and other information during this process, particularly in view of the Company’s current stage of restructuring. The changes made to date as discussed above have enabled the Company to restate its previous filings where required, as well as subsequently prepare and file the remainder of the required periodic reports for fiscal 2001 and 2002 on a current basis.

Evaluation of Disclosure Controls and Procedures

     Within 90 days prior to the date of filing this report, the Company has formed a disclosure committee reporting to the Chief Executive Officer of the Company to assist the Chief Executive Officer and Chief Financial Officer in fulfilling their responsibility in designing, establishing, maintaining and reviewing the Company’s Disclosure Controls and Procedures (the “Disclosure Committee”). The Disclosure Committee is currently chaired by the Company’s Chief Financial Officer and includes the Company’s Chief Accounting Officer, Interim General Counsel, Vice President of Human Resources and Administration, Corporate Controller, Treasurer and Senior Counsel as its other members. The Company’s Chief Executive Officer and Chief Financial Officer along with the Disclosure Committee have evaluated the Disclosure Controls and procedures within this 90-day period. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Disclosure Controls and Procedures are effective.

Changes in Internal Controls

     Since the date of the Company’s last quarterly filing, a number of actions have occurred which, together with the continuing use of extensive compensating control procedures, have improved the Company’s Internal Controls taken as a whole. In addition to the formation of a Disclosure Committee as discussed above (including formalizing and expanding its process and procedures), the Company has, among other things, (i) recently completed and issued a number of new or expanded accounting policies and procedures, (ii) commenced in earnest, a revised and reinvigorated internal audit program and (iii) expanded its use of company-wide account reconciliations and reviews. Other than the aforementioned items, there were no other significant changes in the Company’s Internal Controls or in other factors that could significantly affect Internal Controls.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     FollowingOn May 3, 2002, a group of purported purchasers of the Company’s bonds commenced a putative class action lawsuit against thirteen present or former directors and officers of the Company (but not the Company) and KPMG LLP, the Company’s independent auditor, in the United States District Court for the Eastern District of Michigan. The complaint seeks damages for an alleged class of persons who purchased Company bonds between June 3, 1999 and September 5, 2001 announcement ofand claim to have been injured because they relied on the restatements, several lawsuitsCompany’s allegedly materially false and misleading financial statements. On June 27, 2002, the plaintiffs filed an amended class action complaint adding CIBC World Markets Corp. and Credit Suisse First Boston Corporation, underwriters for certain bonds issued by the Company, as defendants.

     Additionally, before the date the Company commenced its Chapter 11 Bankruptcy case, four other putative class actions were filed byin the United States District Court for the Eastern District of Michigan against the Company and purportedlycertain of its directors and officers, on behalf of a class of purchasers of Company common stock from June 3, 1999 to December 13, 2001, based on similar allegations of securities fraud. On May 10, 2002, the shareholdersplaintiffs filed a consolidated and amended class action complaint seeking damages against the Company’s present and former officers and directors (but not the Company) and KPMG.

     On June 13, 2002, the Company filed an adversary complaint and motion for a preliminary injunction in the Bankruptcy Court requesting the Court to stay the class action litigation commenced by the bond purchasers and equity purchasers. Additionally, on July 25, 2002, the Company filed with the Bankruptcy Court a motion to lift the automatic stay in the Chapter 11 Filings to allow the insurance company that provides officer and director liability insurance to the Company to pay the defense costs of the Company naming as defendants a combination ofCompany’s present and former officers and directors in such litigation. The Bankruptcy Court has since entered an order permitting the insurance company to pay up to $500,000 in defense costs incurred by the Company’s present and former officers and directors in the litigation subject to certain conditions, and the Company Mr. Cucuz and Mr. Shovers. These lawsuits are seeking class action status, but no class has yet been certified in these actions. Due to the Company’s bankruptcy filing, this litigation against the Company is subject to the automatic stay.

withdrawn its motion for a preliminary injunction.

Item 2. Changes in Securities and Use of Proceeds

     None

Item 3. Defaults Upon Senior Securities

As     In accordance with the Senior Notes, the Senior Subordinated Notes and the note under the Credit Agreement, interest accrues at default rates. However, the payment of such interest is subject to the Bankruptcy Code and a resultplan or plans of the Chapter 11 Filingsreorganization as may be approved by the Debtors on December 5, 2001,Bankruptcy Court. See Note (8), Liabilities Subject To Compromise, to the following required interest payments were not made by the Company:Consolidated Financial Statements herein.

       
Date DueInterest Due


8 1/4% Senior Subordinated Notes December 17, 2001 $9,252,168.75 
9 1/8% Senior Subordinated Notes January 15, 2002  17,754,968.75 
11% Senior Subordinated Notes January 15, 2002  13,164,250.00 
11 7/8% Senior Notes December 17, 2001  17,218,750.00 

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

     None

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

   
99.1Certification of Curtis J. Clawson, Chairman of the Board, President and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
Exhibit NumberDescription


3.599.2 AmendmentCertification of James A. Yost, Vice President, Finance, and Chief Financial Officer, Pursuant to the Amended and Restated By-Laws18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Company dated August 1, 2001
10.38Amended and Restated Employment Agreement between the Company and Curtis J. Clawson dated September 26, 2001
10.39FormSarbanes-Oxley Act of Employment Agreement between the Company and certain of its officers2002.

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(b) Reports on Form 8-K

     During the fiscal quarter ended October 31, 2001, the Company filed Current Reports on Form 8-K with the Securities and Exchange Commission on August 3, 2001 and September 6, 2001.None

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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.


/s/ James A. Yost

James A. Yost
Vice President, Finance, and Chief Financial Officer


/s/ Herbert S. Cohen

Herbert S. Cohen
Chief Accounting Officer

December 16, 2002

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CERTIFICATIONS

I, Curtis J. Clawson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Hayes Lemmerz International, Inc.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
 /s/ KENNETH A. HILTZb.
 
Kenneth A. Hiltz
Chief Financial Officerevaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
 /s/ HERBERT S. COHENc.presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b.
 Herbert S. Cohen
Chief Accounting Officerany fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

April 17,
6.The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: December 16, 2002

38


EXHIBIT INDEX
   


/s/ Curtis J. Clawson

Curtis J. Clawson
Chairman of the Board, President and Chief Executive Officer

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I, James A. Yost, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Hayes Lemmerz International, Inc.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c.presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: December 16, 2002

  
Exhibit

/s/ James A. Yost

James A. Yost
Vice President, Finance, and Chief Financial Officer

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Exhibit Index

NumberDescription


3.5 99.1 Amendment to the Amended and Restated By-LawsCertification of the Company dated August 1, 2001
10.38Amended and Restated Employment Agreement between the Company and Curtis J. Clawson, dated September 26, 2001Chairman of the Board, President and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.3999.2 FormCertification of Employment Agreement betweenJames A. Yost, Vice President, Finance, and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Company and certainSarbanes-Oxley Act of its officers2002.

39