UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT of 1934

For the fiscal year ended January 31, 2005

Commission file number: 000-50303

Hayes Lemmerz International, Inc.

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code:

(734) 737-5000

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

Securities Registered Pursuant to Section 15(d) of the Act:

10.5% Senior Notes Due 2010

      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 þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Act).     Yes þ          No o

      APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Act subsequent to the distributions of securities under a plan confirmed by a court.     Yes þ          No o

      The aggregate market value of the registrant’s common stock held by non-affiliates was $483.5 million based on the reported last sale price of common stock on July 31, 2004, which is the last business day of the registrant’s most recently completed second fiscal quarter.

      The number of shares of Common Stock outstanding as of April 15, 2005 was 37,865,962 shares.

DOCUMENTS INCORPORATED BY REFERENCE

HAYES LEMMERZ INTERNATIONAL, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

      Unless otherwise indicated, references to the “Company” mean Hayes Lemmerz International, Inc., and its subsidiaries, and references to a fiscal year means the Company’s year commencing on February 1 of that year and ending January 31 of the following year (e.g., fiscal 2004 means the period beginning February 1, 2004, and ending January 31, 2005). This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes “forward-looking statements” within the meaning of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Annual Report on Form 10-K regarding the prospects of the Company’s industry and the Company’s prospects, plans, financial position and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that these expectations will prove to be correct. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements included in this document. These forward-

looking statements speak only as of the date of this Annual Report on Form 10-K. The Company will not update these statements unless the securities laws require the Company to do so. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in this Annual Report on Form 10-K, including in conjunction with the forward-looking statements included in this Annual Report on Form 10-K including, but not limited to:

PART I

General

      Unless otherwise indicated, references to “Company” mean Hayes Lemmerz International, Inc. and its subsidiaries, and references to fiscal year means the Company’s year commencing on February 1 of that year and ending on January 31 of the following year (i.e., “fiscal 2004” refers to the period beginning February 1, 2004 and ending January 31, 2005, “fiscal 2003” refers to the period beginning February 1, 2003 and ending January 31, 2004, and “fiscal 2002” refers to the period beginning February 1, 2002 and ending January 31, 2003).

      The Company is a leading supplier of wheels, wheel-end attachments, aluminum structural components, and 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 components for commercial highway vehicles, powertrain components, and aluminum non-structural components for the automotive, commercial highway, heating, and general equipment industries.

Business Overview

      Originally founded in 1908, the Company is a leading worldwide producer of aluminum and steel wheels for the light vehicle market. The Company is also a leading provider of steel wheels for the commercial highway market. The Company is a leading supplier in the market for suspension, brake, and powertrain components. The Company has a global footprint with 42 facilities and one joint venture located in 14 countries around the world. The Company sells its products to every major North American, Japanese, and European manufacturer of passenger cars and light trucks as well as commercial highway vehicle customers throughout the world. The Company’s products are presently on seven of the top ten selling platforms for passenger cars in the United States and ten of the top ten selling platforms for passenger cars in Europe. The Company’s ability to support its customers globally is further enhanced by the Company’s broad global presence in terms of sales offices, manufacturing facilities, and engineering/ technical centers.

      In fiscal 2004, the Company had sales of $2.2 billion, with approximately 51% of the Company’s net sales for that period derived from international markets. In fiscal 2003, the Company had net sales of $2.1 billion, with approximately 48% of the Company’s net sales for that period derived from international markets. The Company had earnings from operations in fiscal 2004 of $21.7 million, and in fiscal 2003 of $62.0 million (which includes the impact of certain gains and expenses related to its emergence from Chapter 11 proceedings).

      On December 5, 2001, Hayes Lemmerz International, Inc. (“Old Hayes”), 30 of the Company’s wholly owned domestic subsidiaries, and one of the Company’s wholly owned Mexican subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). On May 12, 2003, the Bankruptcy Court confirmed the Company’s modified first amended joint plan of reorganization (the “Plan of Reorganization”). Under the Plan of Reorganization, HLI Holding Company, Inc. (“Holdco”) was formed as a new holding company with no business operations and no assets or liabilities, other than immaterial amounts in connection with its formation.

      On June 3, 2003 (the “Effective Date”), the Company emerged from bankruptcy and, under the Plan of Reorganization, Old Hayes was merged with and into HLI Operating Company, Inc. (“HLI”), an indirect subsidiary of Holdco, with HLI continuing as the surviving corporation. As a result of the merger, all of the assets and businesses of Old Hayes are now owned and operated by HLI. Immediately following the merger, Holdco was renamed Hayes Lemmerz International, Inc. (“Hayes”). All of HLI’s common stock is held by HLI Parent Company, Inc. (“HLI Parent Co.”), which is wholly owned by Hayes. Hayes and HLI Parent Co. remain holding companies that do not conduct any business operations. For further discussion of the

Company’s emergence from Chapter 11, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business, Chapter 11 Filings and Emergence from Chapter 11.”

      As a result of the application of fresh start accounting on May 31, 2003, and in accordance with SOP 90-7, the post-emergence financial results of the Company for the year ending January 31, 2005 and the eight months ended January 31, 2004 are presented as the “Successor” periods and the pre-emergence financial results of the Company for the four months ended May 31, 2003 and the year ended January 31, 2003 are presented as the “Predecessor” periods. Comparative financial statements do not straddle the Effective Date because, in effect, the Successor Company represents a new entity.

Industry Trends

      The Company believes there are a number of important trends in the automotive parts industry from which the Company has benefited in the past and is well positioned to benefit from in the future. These trends include:

      Increasing Requirements for Global Capabilities. Automotive OEMs are focused on expanding their business operations globally to capitalize on markets that are experiencing high rates of growth or that have low production costs. As a result, suppliers are being required to operate in these same global markets to obtain new business from their customers. The Company believes automotive OEMs favor suppliers that have global operations to supply low-cost, high-quality products, as well as suppliers that have the ability to supply parts for a particular platform to multiple production facilities around the world. The Company believes that few suppliers are truly global and those that are have a competitive advantage.

      Growing Demand for Full Service Suppliers. Automotive OEMs are increasingly outsourcing a greater number of vehicle components to their suppliers and increasingly require that their suppliers have the capabilities to design and engineer the components they manufacture for the OEMs to allow the OEMs to focus on overall vehicle design, development, and marketing. The Company believes automotive OEMs are awarding new business to those suppliers that support the full range of design and engineering services required to provide high quality, technologically advanced products under shortened product development timetables.

      Increasing Use of Aluminum in Vehicles. Automotive OEMs are focused on increasing the fuel efficiency of vehicles while maintaining safety and comfort. Light metals such as aluminum provide automotive OEMs with a way to materially reduce the overall weight of the vehicle and improve fuel efficiencies. Aluminum penetration in the North American wheel market has grown as automotive OEMs have recognized both the weight efficiencies of aluminum and its favorable design characteristics. Aluminum wheel penetration in Europe is lower than in the United States and the Company expects it to continue to grow as the European market looks to both improve fuel efficiency and provide design differentiation.

      Decreasing Dependence on Ford, DaimlerChrysler, and General Motors. The Company derived approximately 44% and 50% of fiscal 2004 and 2003 net sales, respectively, on a worldwide basis from Ford, DaimlerChrysler, and General Motors and their subsidiaries. The Company’s sales levels and margins could be adversely affected as a result of pricing pressures caused by new competitors in low-cost foreign markets such as China. These factors led to selective resourcing of future business by these customers to foreign competitors in 2003. Additionally, these customers have been experiencing decreasing market share in North America, which could result in lower sales volumes for the Company. 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 productivity and improvement of production facilities has enabled the Company to respond to this pressure. However, there is no guarantee that the Company will be successful at this in the future.

Competitive Strengths

      The Company believes that the following competitive strengths are instrumental to its success:

      Leading Market Positions across Products and Markets. The Company is a leading supplier of automotive wheels used by OEMs in North America and in Europe. The Company is also a leading supplier of lightweight aluminum suspension, powertrain, and brake components.

      Diversified Base of Business. The Company’s competitive position in the market and opportunities for growth are driven by a diversified base of business that capitalizes on the following competitive advantages:

      The Company currently conducts business in three operating segments: Automotive Wheels, Components, and Other. The Automotive Wheels segment includes cast aluminum wheels and fabricated steel and aluminum wheels. The Components segment includes suspension components, brake components, and powertrain components. The Other segment includes commercial highway products and its aftermarket division.

      Low Cost Producer. To meet the Company’s customers’ demands for the highest quality, lowest cost product delivered globally, the Company has established manufacturing facilities in the Czech Republic, Turkey, Brazil, Mexico, South Africa, Thailand, and India. The ability to produce product at a lower cost, close to the customer, gives the Company an advantage over competitors without its global reach. The Company is in the process of expanding its low pressure aluminum wheel casting capabilities in Thailand and in the Czech Republic to serve customers in Europe and Asia. In January 2004, the Company acquired a cast aluminum wheel plant located in Chihuahua, Mexico, formerly operated as part of a joint venture in which the Company owned a minority interest. Following the Company’s refurbishment and expansion of the plant, it will serve the North American wheel market utilizing low pressure casting technology. The Company anticipates that most future capacity expansion will be in countries with low production costs.

      Strong OEM Relationships. The Company’s position as a supplier with full-service global manufacturing capabilities has enabled it to create long-standing relationships with its customers, including automotive OEMs such as Ford, DaimlerChrysler, General Motors, Nissan/ Renault, Toyota, Honda, BMW, and Volkswagen as evidenced by its continued new business development. The Company’s strong relationships with automotive OEMs have also allowed it to expand the business globally as its customers have moved into new markets and product niches.

      New Product Innovation. The Company is a leader in new product development. The Company has developed many new products to meet customer needs for lighter weight vehicles to improve fuel economy as well as ride and handling. The Company has also developed a method of casting large one-piece aluminum

suspension components and the Company believes it is one of the few suppliers capable of casting these components.

      Full Service Capabilities. The Company has full-service capabilities in all of the product segments, including advanced design and engineering, value-added casting processes, and machining, which allow the Company to provide its customers with total product solutions. The Company is recognized for technology and process innovation.

      Leading Position in Lightweight Aluminum Wheels and Components. The Company is a leading supplier of aluminum wheels globally and is positioned for continued growth if the penetration of aluminum in both wheels and automotive components continues to increase in Europe and the rest of the world. The Company believes that its global presence and technological expertise in aluminum have made the Company a leading supplier of aluminum suspension components.

      Experienced Management Team. The Company has an experienced management team with significant automotive and lean manufacturing experience at companies including AlliedSignal, ArvinMeritor, Bosch, Ford, and General Motors. Under this team’s leadership, the Company has significantly improved the operations of its business and positioned its business for continued growth and ongoing financial strength.

Business Strategy

      The Company’s strategy is based on the following:

      Leverage Market Leading Positions and Global Capabilities. The Company believes its leading market positions reflect its reputation for quality and excellence in the global light vehicle and commercial highway markets for wheels and other products, including suspension, powertrain, and brake components. The Company believes it benefits from its leadership position in product and process technologies that support its focus on high value-added content, particularly regarding safety-critical products, such as wheels. The Company’s position as the largest wheel producer combined with global capabilities gives it a strong base to provide maximum value to customers.

      As emerging markets develop their manufacturing capabilities and infrastructure, the demand for vehicles, and the capability to build them locally, increases. The Company believes its facilities in emerging market countries position it well in these local markets both to take advantage of the low costs of production and to supply the local automotive markets as they grow at rates generally expected to be faster than in North America and Europe. For example, the Company’s facility in Thailand produces wheels that are shipped to Japanese OEMs and wheels that are sold in Thailand.

      Expand Low Cost Production Capabilities. To meet the Company’s customers’ demands for the highest quality, lowest cost product delivered globally, the Company has established manufacturing facilities in a number of countries that have low production costs. The Company currently has facilities in the Czech Republic, Turkey, Brazil, Mexico, South Africa, Thailand, and India. The ability to produce product at a lower cost, close to the customer, gives the Company an advantage over competitors without its global reach. Through continued investment in countries with low production costs, the Company intends to continue to enhance its global market position while minimizing its costs. The Company is expanding its low pressure aluminum wheel casting capabilities in Thailand and in the Czech Republic to serve customers in Europe and Asia and expanding the cast aluminum wheel plant it recently acquired in Chihuahua, Mexico so that it will serve the North American wheel market utilizing low pressure casting technology. The Company presently anticipates that most future capacity expansion will be in countries with low production costs.

      Enhance the Company’s Strong Customer Relationships. The Company is focused on continuing to strengthen its customer relationships through increased quality, high levels of customer service, and operational excellence, all of which will allow it to continue to provide a high quality product to customers at a low price. The Company’s management team has created a culture that is focused on providing its customers with high quality service and technical support and this is demonstrated in its continuing ability to obtain new business and expand customer relationships. In addition, the Company actively leverages its strong OEM relationships in Europe to increase its business with transplant OEMs in North America.

      Continue Leadership in New Product Innovation and Process Development. The Company believes that it has a track record of developing product and manufacturing process innovations. For example, the Company recently developed a fabricated steel wheel that is both significantly lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with styling capabilities similar to an aluminum wheel. The Company is also one of the only suppliers globally using the vacuum riserless casting/pressure riserless casting (“VRC/ PRC”) technology that allows for the casting of complex aluminum structural crossmembers that are lighter and more structurally sound than conventionally cast crossmembers. The Company intends to continue its efforts to develop innovative wheel, brake, and other suspension products and manufacturing processes to better serve customers globally and improve product mix and profit margins.

      Focus on Operational Excellence. The Company continuously implements strategic initiatives designed to improve product quality while reducing manufacturing costs. The Company has implemented a broad range of initiatives that have substantially improved its operating performance. For example, the Company recently completed a project at its Sedalia, Missouri facility in which the Company used Six Sigma methodologies to reduce total scrap rates in certain of its products manufactured there. The Company will continue to focus on opportunities to improve operating income including:

      The Company may be unable to successfully implement its business strategies due to a weakening of the economy, changes in the automotive industry, or other factors, including those listed on page 2.

Products

      The Company designs, manufactures and distributes a full line of cast aluminum wheels to automotive OEMs in North America, Europe, South America, South Africa, and Asia. The Company manufactures one-piece and two-piece aluminum wheels including wheels with bright finishes such as GemTech® machining, clads, and premium paints. One-piece aluminum wheels accounted for the majority of its fiscal 2004 sales. With the exception of a limited number of cast aluminum wheels manufactured by Toyota and Ford, there is no significant manufacturing of cast aluminum wheels by OEMs.

      North America. The Company designs, manufactures and distributes a full line of cast aluminum wheels to OEMs in North America. The Company is one of the leading suppliers of cast aluminum wheels to automotive OEMs in North America.

      Europe. The Company designs, manufactures, and distributes a full line of cast aluminum wheels to OEMs in the passenger car and light truck segments of the European automotive industry. The Company is one of the leading suppliers of cast aluminum wheels to the European market. In Europe, its OEM customers demand a wide variety of styles and sizes of cast aluminum wheels, and the Company maintains substantial capabilities to meet such demand. The Company also maintains direct computer links with several customer locations in Europe to determine customer needs and streamline the design and approval process and reduce product development lead time.

      South America, South Africa, and Asia. The Company designs, manufactures, and distributes a full line of cast aluminum wheels to OEMs in South America, South Africa, and Asia. The Company operates a facility in Japan that provides sales, engineering, and service support for the Japanese wheel market.

      The Company designs, manufactures, and distributes fabricated steel and aluminum wheels to automotive OEMs in North America, Europe, and South America. Its fabricated wheel products include steel and aluminum wheels that can be made in drop-center, bead seat attached and full-face designs, in a variety of finishes, including chrome and clads.

      North America. The Company designs, manufactures, and distributes a full line of fabricated wheels to OEMs in North America. The Company is the largest supplier of fabricated steel wheels in North America. The Company believes that the North American steel wheel market will remain significant because OEMs will continue to specify less costly fabricated steel wheels for more moderately priced passenger cars and light trucks and for most spare wheels.

      Europe. The Company designs, manufactures, and distributes a full line of fabricated steel wheels to both OEMs and the automotive aftermarket throughout Europe. The Company is the leading supplier of fabricated steel wheels manufactured in Europe.

      South America. The Company designs, manufactures, and distributes a full line of fabricated steel wheels to both OEMs and the automotive aftermarket throughout Brazil and Argentina. The Company also imports wheels manufactured in Brazil for sale in North America.

      The Company designs, manufactures, and distributes suspension components for sale to North America OEMs. Its primary suspension component products include: (i) aluminum structural components, such as structural crossmembers, subframes, engine cradles, and axle components; and (ii) wheel-end attachments and assemblies, such as steering knuckles, spindles, hub carriers, and control arms. Its suspension components are produced and sold in North America. The Company is a technologically advanced manufacturer of aluminum suspension components for the automotive industry. The Company casts aluminum using green sand, permanent mold, squeeze, and the VRC/ PRC processes. Components are machined on a variety of state-of-the-art equipment.

      Aluminum Structural Components. The Company designs, manufactures, and distributes structural aluminum subframes and crossmembers in North America.

      Wheel-End Attachments and Assemblies. The Company designs, manufactures, and distributes wheel-end attachments and assemblies to OEMs in North America. The Company produces aluminum and iron knuckles, spindles and spindle assemblies, iron hub carriers, axle flanges for the corner of the vehicle, and control arms. Wheel attachments are made from iron, aluminum, and steel.

      The Company designs, manufactures, and distributes automotive brake components consisting primarily of cast iron rotors for disc brakes and composite metal drums and full-cast drums for drum-type brakes. The

Company has developed innovative new component designs for products that generate less noise, are lighter, and last longer, including zinc dust coated components and aluminum composite rotors and drums. Its brake components are produced and sold in North America.

      The Company designs, manufactures, and distributes a variety of aluminum and polymer powertrain components, including engine intake manifolds, aluminum cylinder heads, water crossovers, water pump housings, brackets, and ductile iron exhaust manifolds. The polymer manifolds the Company currently sells are manufactured using lost-core technology. The polymer manifolds market is moving increasingly to welded technology. The Company believes it is well positioned to move into this market. Its powertrain and engine components are produced and sold in North America.

      The Company designs, manufactures, and distributes wheels and brakes for commercial highway vehicles in North America, Europe, South America and Asia.

      North America. The Company manufactures disc wheels and demountable rims for sale to manufacturers of commercial highway vehicles in North America. The Company also manufactures two-piece, take-apart wheels for certain special applications, including the High Mobility Multiple Purpose Wheeled Vehicle (the “Hummer”). The Company manufactures brake components for commercial highway vehicles consisting of conventional cast iron brake drums, double iron hubs, and CentriFuse® brake drums.

      Europe. The Company designs, manufactures and distributes steel truck and trailer wheels for sale to manufacturers of commercial highway vehicles in Europe at its Konigswinter, Germany facility. In addition, the Company produces wheels for the forklift truck market at its Ostrava, Czech Republic facility.

      South America and Asia. The Company designs, manufactures, and distributes steel truck and trailer wheels to OEMs in South America and Asia.

      The Company has aluminum operations in Europe that manufacture a variety of cast aluminum products including heat exchangers used in gas-fired boilers, intake manifolds and aluminum housings for automotive and commercial vehicle applications, and a variety of aluminum products for the general industrial and electronics industries. The operations are owned by its subsidiary, MGG Group B.V. (“MGG”). MGG has three facilities, two of which are in the Netherlands and one of which is in Belgium.

Business Segment and Geographical Information

      See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 21, “Segment Information” to the consolidated financial statements, which are incorporated herein by reference.

Material Source and Supply

      The Company purchases most of the raw materials (such as steel and aluminum) and semi-processed or finished items (such as castings) used in its products from suppliers located within the geographic regions of its operating units. In many cases, these materials are available from several qualified sources in quantities

sufficient for its needs. However, shortages of a particular material or part occasionally occur. During 2004 and 2003, metal markets in global and regional sectors have experienced significant pricing and supply volatility, particularly where agreements and contracts are not in place.

      The Company has a centralized materials and logistics function. In addition, the Company has developed long-term multi-tiered materials sourcing strategies and new supply chain relationships to control costs. Although the Company currently maintains alternative sources for raw materials, its businesses are subject to the risk of material surcharges and periodic volatility in the delivery of certain raw materials and supplies.

      In recent periods there have been significant increases in the global prices of steel and iron, which have had and may continue to have an impact on the Company’s business. Factors leading to the higher prices include the increasing demand for steel in China, industry consolidation and rising raw material costs. In response to the increasing cost of raw materials, metal suppliers have implemented surcharges on existing fixed price contracts. Without the surcharge some suppliers claim they will be unable to provide adequate supplies of steel. In addition, some of the Company’s suppliers have sought, and others may seek in the future, bankruptcy relief which could affect the availability or price of steel. These factors could negatively impact the Company’s results of operations as it may be unable to compel suppliers to comply with existing contracts or to source adequate supplies of steel. Although the Company has been able to partially offset the impact of cost increases through higher scrap sales recoveries and/or by passing some of these costs through to certain of its customers, the Company cannot guarantee that it will be able to continue to do so in the future. The full impact of steel prices is uncertain given the volatility in the global steel market.

Intellectual Property

      The Company considers itself to be an industry leader in product and process technology and it owns significant intellectual property, including numerous United States and foreign patents, trade secrets, trademarks, and copyrights. Therefore, the protection of its intellectual property is important to its business. Its policy is to seek statutory protection for all significant intellectual property embodied in patents, trademarks, and copyrights. The Company relies on a combination of patents, trade secrets, trademarks, and copyrights to provide protection in this regard, but this protection might be inadequate. For example, its pending or future patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that its technologies infringe their proprietary rights. In either case, litigation, which could result in substantial costs and diversion of its efforts, might be necessary, and whether or not the Company is ultimately successful, the litigation could adversely affect its business.

      Although intellectual property is important to its business operations and in the aggregate constitutes a valuable asset, the Company does not believe that any single patent, trade secret, trademark, or copyright, or group thereof, is critical to the success of the business. From time to time, the Company grants licenses under its patents and technology and receives licenses under patents and technology of others.

Research and Development

      The Company’s objective is to be a leader in offering superior quality and technologically advanced products to its customers at competitive prices. The Company engages in ongoing engineering, research, and development activities to improve the reliability, performance, and cost-effectiveness of its existing products and to design and develop new products for existing and new applications. The Company’s spending on engineering, research, and development programs was $10.4 million for the fiscal year ended January 31, 2005, $2.9 million for the eight months ended January 31, 2004, $1.5 million for the four months ended May 31, 2003, and $7.1 million for the fiscal year ended January 31, 2003.

Seasonality

      Although its business is not seasonal in the traditional sense, July (in North America), August (in Europe), and December are usually lower sales months because OEMs typically perform model changeovers or take vacation shutdowns during the summer, and assembly plants typically are closed for a period from shortly before the year-end holiday season until after New Year’s Day.

Customer Dependence

      In fiscal 2004, the Company’s principal customers were Ford, DaimlerChrysler, and General Motors (the three of which comprised approximately 44% of its fiscal 2004 net sales on a worldwide basis), as well as BMW, Toyota, Volkswagen, Nissan/ Renault, and Honda. Other customers include Isuzu, Fiat, Porsche, Audi, Citroen, Peugeot, Skoda, Mazda, Mitsubishi and Suzuki. The Company also sells some of its components to other Tier 1 automotive suppliers such as Bosch, Continental Teves, Delphi, TRW Automotive, Inc., and Visteon. In fiscal 2003, its commercial highway vehicle customers in North America, Europe, and Asia included Trailmobile, Dana/ Mack, DaimlerChrysler, Iveco, Strick, Great Dane Trailers, Freightliner, PACCAR, Volvo, General Motors, Nissan/ Renault, Western Star, Schmitz Cargobull, and Koegal.

      The loss of a significant portion of sales to any of the Company’s principal customers could have a material adverse impact on its business. The Company has been doing business with each of its principal customers for many years, and sales are composed of a number of different products and of different models or types of the same products and are made to individual divisions of such customers. In addition, the Company supplies products to many of these customers in both North America and Europe, which reduces its reliance on any single market.

Backlog

      Generally, the Company’s products are not on a backlog status. Its products are produced from readily available materials, have a relatively short manufacturing cycle, and have short customer lead times. Each operating unit maintains its own inventories and production schedules.

Competition

      The major domestic and foreign markets for the Company’s products are highly competitive. Competition is based primarily on price, technology, quality, delivery, and overall customer service. The Company’s customers have shifted research and development, design, and validation responsibilities to their key suppliers, focusing on stronger relationships with fewer suppliers. The Company’s global competitors include a large number of other well-established suppliers. Competitors typically vary among each of the Company’s products and geographic markets.

Joint Ventures

      The Company participates in an aluminum wheel joint venture (“aluminum wheel JV”) to produce cast aluminum wheels with operations in Manisa, Turkey. This aluminum wheel JV, Jantas Aliminyum Jant Sanayi ve Ticaret A.S. (a.k.a. Jantas Aluminum Wheels), will serve the Turkish and other European markets. The aluminum wheel JV is expected to begin production at the end of 2005 and to produce up to 1.5 million wheels annually. The aluminum wheel JV is owned 40% by the Company, 35% by Cromodora Wheels S.p.A, and 25% by Inci Holding A.S. As of January 31, 2005, the Company has provided funding to the aluminum wheel JV of $1.6 million.

Environmental Compliance

      The Company is subject to various foreign, federal, state, and local environmental laws, ordinances, and regulations, including those governing discharges into the air and water; the storage, handling and disposal of solid and hazardous wastes; the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes; and the health and safety of its employees. Under certain of these laws, ordinances, or regulations, a current or previous owner or operator of property may be liable for the costs of removal or remediation of certain hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent such property or to borrow using such property as collateral. Persons who generate, arrange for the disposal or treatment of, or dispose of hazardous substances may be liable for the costs of investigation, remediation, or removal of these hazardous substances at or from the disposal or treatment facility, regardless

of whether the facility is owned or operated by that person. Additionally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

      The Company believes that it is in material compliance with environmental laws, ordinances, and regulations and do not anticipate any material adverse effect on its earnings or competitive position relating to environmental matters. It is possible, however, that future developments could lead to material costs of environmental compliance for the Company. The nature of the Company’s current and former operations and the history of industrial uses at some of its facilities expose it to the risk of liabilities or claims with respect to environmental and worker health and safety matters, which could have a material adverse effect on its financial health. The Company is also required to obtain permits from governmental authorities for certain operations. The Company cannot guarantee that it has been, or will be at all times, in complete compliance with such permits. If the Company violates or fails to comply with these permits, the Company could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could be material. In addition, some of its properties are subject to indemnification and/or cleanup obligations of third parties with respect to environmental matters. However, in the event of the insolvency or bankruptcy of such third parties, the Company could be required to bear the liabilities that would otherwise be the responsibility of such third parties. See “Item 3: Legal Proceedings.” The Company has 25 facilities registered or recommended for registration under ISO 14001 and it is working to obtain ISO 14001 Registration at all manufacturing facilities worldwide.

Sales and Marketing

      The Company has a sales and marketing organization of dedicated customer teams that provide a consistent interface with its key customers. These teams are located in all major vehicle producing regions to best represent their respective customers’ interests within its organization, to promote customer programs, and to coordinate global customer strategies with the goal of enhancing overall customer service and satisfaction. The Company’s ability to support its customers globally is further enhanced by its broad global presence in terms of sales offices, manufacturing facilities, engineering/technical centers, and joint ventures.

Employees

      At January 31, 2005, the Company had approximately 11,000 employees. The Company’s employees in the United States, approximately 4.4% are represented by the United Steel Workers (“USW”) union, all of which are employed at its facility in Akron, Ohio. The collective bargaining agreements with the USW affecting these employees was renewed in 2004 and will expire in 2008. As is common in many European jurisdictions, substantially all of the Company’s employees in Europe are covered by country-wide collective bargaining agreements. Additional agreements are often made with the facility Works Council on an individual basis covering miscellaneous topics of local concern. There are no Company-wide or industry-wide bargaining units in the United States. The Company considers its employee relations to be good.

International Operations

      The Company has a worldwide network of 42 facilities and one joint venture in the United States, Germany, Italy, Spain, the Netherlands, Belgium, the Czech Republic, Turkey, Brazil, South Africa, Mexico, Thailand, and India. The Company also provides sales, engineering, and customer service throughout the world. The Company has advanced research and development facilities in the United States, Germany, Belgium, Italy, and Brazil and a sales and engineering office in Japan.

Available Information

      Hayes Lemmerz International, Inc.’s internet website address is www.hayes-lemmerz.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are

available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the Securities and Exchange Commission.

      The Company operates 22 facilities in North America, 14 facilities in Europe and six facilities in South America, Asia, and South Africa. The Company believes that the its plants are adequate and suitable for the manufacturing of products for the markets in which we sell. In addition to the operating facilities discussed above, the Company has four non-operating facilities in the United States, three of which are currently held for sale.

      The following table summarizes operating facilities: