<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10 - Q

     (Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal quarter ended June 30, 2001

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number 1 - 11263

                              EXIDE TECHNOLOGIES
            (Exact Name of Registrant as Specified in Its Charter)


             Delaware                                       23-0552730
----------------------------------------           -----------------------------
     State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                   Identification Number)

    210 Carnegie Center, Suite 500,
         Princeton, New Jersey                                08540
----------------------------------------           -----------------------------
(Address of principal executive offices)                    (Zip Code)

                                (609) 627-7000
   -------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by a check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes   X     No  ____
                                 ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

     As of August 10, 2001, 27,317,295 shares of common stock were outstanding.
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES

                               TABLE OF CONTENTS


PART I.        FINANCIAL INFORMATION
------------------------------------

Item 1.   Financial Statements (unaudited).

     --   Condensed Consolidated Balance Sheets - - June 30, 2001 and March 31,
          2001.

     --   Consolidated Statements of Operations - - for the three months ended
          June 30, 2001 and July 2, 2000.

     --   Consolidated Statements of Cash Flows - - for the three months ended
          June 30, 2001 and July 2, 2000.

     --   Notes to Condensed Consolidated Financial Statements - - June 30,
          2001.

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risks.

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.

SIGNATURE
---------

                                       2
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                     (In thousands, except per-share data)

<TABLE>
<CAPTION>
                                                             June 30,     March 31,
                                                               2001         2001
                                                            ----------   ----------
<S>                                                         <C>          <C>
ASSETS
------

CURRENT ASSETS:
       Cash and cash equivalents                            $   39,085   $   23,072
       Receivables, net of allowance for doubtful
            accounts of $33,688 and $33,597, respectively      382,736      429,455
       Inventories                                             512,654      511,411
       Prepaid expenses and other                               22,116       19,817
       Deferred income taxes                                    27,267       28,478
                                                            ----------   ----------

                 Total current assets                          983,858    1,012,233
                                                            ----------   ----------

PROPERTY, PLANT AND EQUIPMENT, NET                             617,423      632,935
                                                            ----------   ----------
OTHER ASSETS:
       Goodwill and other intangibles, net                     529,459      540,395
       Investments in affiliates                                 6,187        5,782
       Deferred financing costs, net                            25,377       26,777
       Deferred income taxes                                    45,109       40,716
       Other                                                    44,004       40,087
                                                            ----------   ----------

                                                               650,136      653,757
                                                            ----------   ----------

                 Total assets                               $2,251,417   $2,298,925
                                                            ==========   ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                   (Continued)

                                       3
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                     (In thousands, except per-share data)

<TABLE>
<CAPTION>
                                                                          June 30,      March 31,
                                                                            2001          2001
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
       Short-term borrowings                                            $    15,056    $    10,387
       Current maturities of long-term debt                                  27,216         28,117
       Accounts payable                                                     298,328        350,712
       Accrued expenses                                                     391,021        439,399
                                                                        -----------    -----------
                 Total current liabilities                                  731,621        828,615

LONG-TERM DEBT                                                            1,388,960      1,308,542
                                                                        -----------    -----------

NONCURRENT RETIREMENT OBLIGATIONS                                           160,468        164,447
                                                                        -----------    -----------

OTHER NONCURRENT LIABILITIES                                                231,833        235,587
                                                                        -----------    -----------

COMMITMENTS AND CONTINGENCIES (Notes 3, 12 and 14)

MINORITY INTEREST                                                            17,717         18,373
                                                                        -----------    -----------

STOCKHOLDERS' DEFICIT
       Common stock, $.01 par value 60,000 shares authorized;
            25,452 and 25,449 shares issued and outstanding, respectively       255            255
       Additional paid-in capital                                           531,207        531,179
       Accumulated deficit                                                 (493,708)      (485,986)
       Notes receivable - stock award plan                                     (665)          (665)
       Accumulated other comprehensive loss                                (316,271)      (301,422)
                                                                        -----------    -----------

                 Total stockholders' deficit                              (279,182)      (256,639)
                                                                        -----------    -----------

                 Total liabilities and stockholders' deficit            $ 2,251,417    $ 2,298,925
                                                                        ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (In thousands, except per-share data)

<TABLE>
<CAPTION>
                                                           For the Three Months Ended
                                                           --------------------------
                                                            June 30,          July 2,
                                                              2001             2000
                                                           =========        =========
<S>                                                        <C>              <C>
NET SALES                                                  $ 631,237        $ 465,800

COST OF SALES                                                481,142          342,362
                                                           ---------        ---------
    Gross profit                                             150,095          123,438
                                                           ---------        ---------

OPERATING EXPENSES:
  Selling, marketing and advertising                          85,195           75,840
  General and administrative                                  40,736           29,198
  Goodwill amortization                                           --            3,555
                                                           ---------        ---------
                                                             125,931          108,593
                                                           ---------        ---------

    Operating income                                          24,164           14,845
                                                           ---------        ---------

INTEREST EXPENSE, net                                         33,622           24,687
OTHER EXPENSE, net                                             1,482            2,363
                                                           ---------        ---------

 Loss before income taxes,
     minority interest and cumulative
     effect of change in accounting principle                (10,940)         (12,205)

INCOME TAX BENEFIT                                            (4,048)          (3,198)
                                                           ---------        ---------

  Loss before minority interest and
     cumulative effect of change in accounting principle      (6,892)          (9,007)

MINORITY INTEREST                                               (169)             348
                                                           ---------        ---------

  Net loss before cumulative effect
     of change in accounting principle                        (6,723)          (9,355)

CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE                              (496)              --
                                                           ---------        ---------

    Net loss                                               $  (7,219)       $  (9,355)
                                                           =========        =========

LOSS PER SHARE, BEFORE CUMULATIVE
     EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE:

     Basic and Diluted                                     $   (0.26)       $   (0.44)
                                                           =========        =========
CUMULATIVE EFFECT OF CHANGE
     IN ACCOUNTING PRINCIPLE PER SHARE                     $   (0.02)       $      --
                                                           =========        =========
LOSS PER SHARE:
    Basic and Diluted                                      $   (0.28)       $   (0.44)
                                                           =========        =========

WEIGHTED AVERAGE SHARES:
    Basic and Diluted                                         25,451           21,400
                                                           =========        =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                       EXIDE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                For the Three Months Ended

                                                                                  June 30      July 2,
                                                                                   2001         2000
                                                                                -----------  -----------
<S>                                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                       $  (7,219)   $  (9,355)
   Adjustments to reconcile net loss to net
      cash used in operating activities -
          Depreciation and amortization                                              26,383       21,457
          Gain on asset sales                                                          (931)          --
          Deferred income taxes                                                      (2,409)        (824)
          Amortization of original issue discount on notes                            2,744        2,727
          Provision for losses on accounts receivable                                 2,131        1,611
          Minority interest                                                            (169)         348
          Amortization of deferred financing costs                                    2,538          874
   Net change from sales of receivables                                              (1,123)      (5,535)
   Changes in assets and liabilities excluding
      effects of acquisitions and divestitures -
          Receivables                                                                40,781       16,861
          Inventories                                                                (7,335)     (14,943)
          Prepaid expenses and other                                                   (392)      (2,091)
          Payables                                                                  (49,157)     (15,318)
          Accrued expenses                                                          (42,786)     (28,718)
          Noncurrent liabilities                                                     (3,408)      (1,826)
          Other, net                                                                 (5,831)      (3,111)
                                                                                  ---------    ---------
               Net cash used in operating activities                                (46,183)     (37,843)
                                                                                  ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                             (27,482)      (7,748)
   Proceeds from sales of assets                                                      3,500        2,973
                                                                                  ---------    ---------
               Net cash used in investing activities                                (23,982)      (4,775)
                                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in short-term borrowings                                                  4,742        3,461
   Borrowings under Global Credit Facilities Agreement                              278,054      148,885
   Repayments under Global Credit Facilities Agreement                             (190,733)    (120,023)
   Decrease in other debt                                                            (2,264)      (1,022)
   Financing costs and other                                                         (2,948)          --
   Dividends paid                                                                      (503)        (428)
                                                                                  ---------    ---------
               Net cash provided by financing activities                             86,348       30,873
                                                                                  ---------    ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                           (170)         164
                                                                                  ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 16,013      (11,581)
                                                                                  ---------    ---------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       23,072       28,110
                                                                                  ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $  39,085    $  16,529
                                                                                  =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for -
      Interest (net of amount capitalized)                                        $  46,000    $  35,685
      Income taxes (net of refunds)                                               $     400    $     978
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 June 30, 2001
                     (In thousands, except per-share data)
                                  (Unaudited)


(1)  BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
Exide Corporation (the "Company") and all of its majority-owned subsidiaries.
The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the disclosures
normally required by generally accepted accounting principles or those normally
made in the Company's annual Form 10-K filing. Accordingly, the reader of this
Form 10-Q may wish to refer to the Company's Form 10-K for the year ended March
31, 2001 for further information. The financial information contained herein is
unaudited. The Company changed its name to Exide Technologies on August 1, 2001.

         The financial information has been prepared in accordance with the
Company's customary accounting practices. In the opinion of management, the
accompanying consolidated financial information includes all adjustments of a
normal recurring nature necessary for a fair statement of the results of
operations and financial position for the periods presented.

         Basic loss per share ("EPS") is computed using the weighted average
number of common shares outstanding for the period while diluted EPS is computed
assuming conversion of all dilutive securities such as options and warrants.
There is no difference between basic and diluted EPS in the periods presented
since the net loss position causes these options and warrants to be
antidilutive.

         Options to purchase 5,799 and 5,837 shares with exercise prices ranging
from $7.75 to $25.875 were outstanding at March 31, 2001 and June 30, 2001,
respectively. These options expire in the years 2002 to 2010 and 2002 to 2011,
respectively. The current year options include those granted under the 2000
Broad-Based Stock Incentive Plan.

         The loss per share calculation for the first quarter of fiscal 2002
includes the impact of the 4,000 shares issued as part of the GNB acquisition
consideration (See Note 7).

                                       7
<PAGE>

Total comprehensive loss and its components are as follows:

                                                     For the Three Months Ended
                                                     --------------------------
                                                     June 30,          July 2,
                                                       2001              2000
                                                     --------          --------

Net loss                                             $  7,219          $  9,355
Cumulative effect of change in accounting principle      (541)               --
Change in fair value of cash flow hedges                4,086                --
Change in cumulative
   translation adjustment                              11,304            (1,454)
                                                     --------          --------
Total comprehensive loss                             $ 22,068          $  7,901
                                                     ========          ========

(2)  ACCOUNTING FOR DERIVATIVES

On April 1, 2001, the Company adopted FAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", as amended by FAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities", ("FAS 133")
which establishes accounting and reporting standards for derivative instruments
and hedging activities. FAS 133 requires that all derivatives be recognized as
either assets or liabilities at fair value. The Company does not enter into
derivative contracts for trading purposes. Derivatives are used only to hedge
the volatility arising from movements in a portion of the cost of lead purchases
as well as hedging certain interest rates and foreign currency exchange rates.
The Company's outstanding derivatives that qualify for hedge accounting are
designated as cash flow hedges. The effective portion of changes in the fair
value of lead forward contracts are recorded in Other Comprehensive Loss until
the related purchased lead is charged to earnings. At that time, the effective
portion recorded in Other Comprehensive Loss is recognized in the income
statement. Changes in the fair value of cash flow hedges for which the hedged
item affects earnings immediately (foreign currency transaction hedges and
interest rate hedges), ineffective portions of changes in the fair value of cash
flow hedges and fair value changes on certain derivatives that, despite being
utilized to effectively manage the above mentioned activities, do not qualify
for hedge accounting, are recognized in earnings immediately.

The adoption of FAS 133 resulted in an income statement charge, reflected as a
cumulative effect of change in accounting principle of $496 or $0.02 per diluted
share. Also, a cumulative effect adjustment reduced Other Comprehensive Loss by
$541. If lead prices remain constant, approximately $2,560 of the amount in
Other Comprehensive Loss at June 30, 2001, would be reclassified into earnings
during the fiscal year ended March 31, 2002. The Company currently has
outstanding lead hedge contracts through March 2002. The change in fair value of
cash flow hedges for which the hedged item affects earnings immediately, related
to hedge ineffectiveness and of derivatives not qualifying for hedge accounting
for the three months ended June 30, 2001 was $275 and was recognized in other
expense in the first quarter of the current year. No cash flow hedges were
derecognized or terminated during the period. The fair value of derivatives
contracts at June 30, 2001 is a liability of $4,969.


(3)  ACCOUNTING FOR GOODWILL

In June 2001, the Financial Accounting Standards Board issued FAS No. 141
"Business Combinations" ("FAS 141") and FAS No. 142 "Goodwill and Other
Intangible Assets" ("FAS 142"). FAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
FAS 141 also specifies the criteria applicable to intangible assets acquired in
a purchase method business combination to

                                        8
<PAGE>

be recognized and reported apart from goodwill. FAS 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment, at least annually. FAS 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and be reviewed for
impairment.

     The Company adopted FAS 141 and 142 effective April 1, 2001. In
adopting FAS 142, the Company no longer amortizes goodwill. The Company recorded
$3,555 of goodwill amortization in the first quarter of last year or the
equivalent of $0.17 per diluted share. The Company would have recorded $4,000 of
goodwill amortization in the first quarter this year, or the equivalent of $0.16
per diluted share. The Company's net loss and net loss per share would have been
$11,219 and $0.44 per diluted share, respectively, in this year's first quarter
had FAS 142 not been adopted.

     The Company recorded an estimated $5,000 of amortizable intangibles in
GNB's opening balance sheet (see Note 7) which is currently being amortized over
10 years. This amount will be adjusted, if applicable, based on final
appraisals. Related amortization expense of $125 was recorded in the
first quarter of this year.

(4)  INVENTORIES

Inventories, valued by the first-in, first-out ("FIFO") method, consist of:

                                 June 30,         March 31,
                                   2001             2001
                                 --------         --------

Raw materials                    $107,430         $108,582
Work-in-process                    79,245           79,767
Finished goods                    325,979          323,062
                                 --------         --------
                                 $512,654         $511,411
                                 ========         ========
(5) ENVIRONMENTAL MATTERS

     The Company, particularly as a result of its manufacturing and secondary
lead smelting operations, is subject to numerous environmental laws and
regulations and is exposed to liabilities and compliance costs arising from its
past and current handling, releasing, storing and disposing of hazardous
substances and hazardous wastes. The Company's operations are also subject to
occupational safety and health laws and regulations, particularly relating to
the monitoring of employee health. The Company devotes significant resources to
attaining and maintaining compliance with environmental and occupational health
and safety laws and regulations and does not currently believe that
environmental, health or safety compliance issues will have a material adverse
effect on the Company's long-term business, cash flows, financial condition or
results of operations. The Company believes that it is in substantial compliance
with all material environmental, health and safety requirements.

                                       9
<PAGE>

North America

     The Company has been advised by the U.S. Environmental Protection Agency
("EPA") or state agencies that it is a Potentially Responsible Party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") or similar state laws at 89 federally defined Superfund or state
equivalent sites (including 16 GNB sites). At 60 of these sites, the Company has
either paid or is in the process of paying its share of liability. In most
instances, the Company's obligations are not expected to be significant because
its portion of any potential liability appears to be minor or insignificant in
relation to the total liability of all PRPs that have been identified and are
viable. The Company's share of the anticipated remediation costs associated with
all of the Superfund sites where it has been named a PRP, based on the Company's
estimated volumetric contribution of waste to each site, is included in the
environmental remediation reserves discussed below.

     Because the Company's liability under such statutes may be imposed on a
joint and several basis, the Company's liability may not necessarily be based on
volumetric allocations and could be greater than the Company's estimates.

     Management believes, however, that its PRP status at these Superfund sites
will not have a material adverse effect on the Company's business or financial
condition because, based on the Company's experience, it is reasonable to expect
that the liability will be roughly proportionate to its volumetric contribution
of waste to the sites.

     The Company currently has greater than 50% liability at five Superfund
sites. Other than these sites, the Company's allocation exceeds 5% at seven
sites for which the Company's share of liability has not been paid as of June
30, 2001. The current allocation at these seven sites averages approximately
22%.

     The Company is also involved in the assessment and remediation of various
other properties, including certain Company owned or operated facilities. Such
assessment and remedial work is being conducted pursuant to a number of state
and federal environmental laws and with varying degrees of involvement by state
and federal authorities. Where probable and reasonably estimable, the costs of
such projects have been accrued by the Company, as discussed below. In addition,
certain environmental matters concerning the Company are pending in federal and
state courts or with certain environmental regulatory agencies.

Europe

     The Company is subject to numerous environmental, health and safety
requirements and is exposed to differing degrees of liabilities, compliance
costs, and cleanup requirements arising from its past and current activities in
various European countries. The laws and regulations applicable to such
activities differ from country to country and also substantially differ from
U.S. laws and regulations. The Company believes, based upon reports from its
foreign subsidiaries and/or independent qualified opinions, that it is in
substantial compliance with all material environmental, health and safety
requirements in each country.

     The Company expects that its European operations will continue to incur
capital and operating expenses in order to maintain compliance with evolving
environmental, health and safety requirements or more stringent enforcement of
existing requirements in each country.

                                       10
<PAGE>

     While the ultimate outcome of the foregoing environmental matters is
uncertain, after consultation with legal counsel, management does not believe
the resolution of these matters, individually or in the aggregate, will have a
material adverse effect on the Company's long-term business, cash flows,
financial condition or results of operations.

     The Company has established reserves for on-site and off-site environmental
remediation costs and believes that such reserves are adequate. As of June 30,
2001 the amount of such reserves on the Company's consolidated balance sheet was
$86,236, including $60,538 related to GNB facilities. Of this amount, $68,016
was included in other noncurrent liabilities. The reserve recorded in the GNB
purchase accounting is based on a preliminary assessment and may change upon
determination of existing environmental contingencies prior to the finalization
of the opening balance sheet at the end of this year's second quarter.

     Because environmental liabilities are not accrued until a liability is
determined to be probable and reasonably estimable, not all potential future
environmental liabilities have been included in the Company's environmental
reserves and, therefore, additional earnings charges are possible. Also, future
findings or changes in estimate could have a material effect on the recorded
reserves.

(6)  COMMITMENTS AND CONTINGENCIES

     Exide has made substantial progress recently in resolving the vast majority
of claims relating to the conduct of its former management team.

     The sole remaining "legacy" action is Houlihan v. Exide, brought under a
unique California statute, filed December 6, 1999 in the Superior Court for the
State of California, County of Los Angeles. In May 2001, the original plaintiff
in this action, Thomas M. Mills, purported to assign his "claim" to Ms.
Houlihan. Trial is set for September 24, 2001. Exide has moved to extend the
trial date to early next year, so that trial occurs after the plea agreement
with the U.S. Attorney is formally entered. That motion is currently pending
before the Court.

     The Houlihan case and the payments required under the Company's settlement
with the Mississippi Attorney General are included in the $13,400 reserve
recorded for these "legacy" matters in fiscal 2000.

                                       11
<PAGE>

     On March 23, 2001, Exide also reached a plea agreement with the U.S.
Attorney for the Southern District of Illinois, resolving an investigation of
the conduct of former management. Under the terms of that settlement Exide will
pay a fine of $27,500 over five years, and agrees to cooperate with the U.S.
Attorney in his prosecution of certain members of the former management team.
The payment terms are dependent upon the Company's compliance with the plea
agreement during the five-year period. The plea agreement has been lodged with
the U.S. District Court for the Southern District of Illinois, which may accept
or reject the plea agreement. Although the court's decision is not expected
until early next year, management does not believe that the final plea agreement
will materially differ from the plea agreement reached with the U.S. Attorney.

     On March 22, 2001, the U.S. Attorney unsealed the indictments of Arthur M.
Hawkins, former Chairman, President & Chief Executive Officer of Exide, Douglas
N. Pearson, the former President, North American Operations of Exide, and Alan
E. Gauthier, the former Chief Financial Officer of Exide, for their conduct
during the time they served as officers of Exide. Superseding indictments were
unsealed in July, 2001. Exide is cooperating fully with the U.S. Attorney in the
criminal prosecution of these former officers. The trial of the former officers
is now scheduled for March, 2002.

     Exide is currently involved in litigation with the former members of its
management referenced above. One of these cases, Hawkins v. Exide, filed July 6,
1999 in the U.S. District Court for the Eastern District of Michigan, involves a
claim by Mr. Hawkins to enforce his separation agreement with Exide and causes
of action for violation of ERISA and breach of contract. Exide has filed a
counterclaim asserting fraud, breach of fiduciary duty, misappropriation of
corporate assets and civil conspiracy. Mr. Hawkins also alleges in Hawkins v.
Exide, filed April 3, 2000, in the United States District for the Eastern
District of Michigan, cancellation without notice of 240.406 shares of
restricted stock. Exide's answer denied the substantive allegations. The parties
agreed to seek consolidation of these two actions. At the request of Mr.
Hawkins, both actions were stayed January 24, 2001. On May 25, 2001, Exide filed
a suit in the Circuit Court of Oakland County, MI, for a determination that
Exide is not obligated to advance attorney's fees and expenses to Mr. Hawkins
for claims arising in past and pending civil and criminal matters. Mr. Hawkins
has not yet answered Exide's complaint. In July, 2001, Exide was ordered to pay
a portion of Mr. Hawkins' legal fees in the Eastern District of Michigan action
only.

     Messrs. Gauthier and Pearson have filed actions in the U.S. District Court
for the Eastern District of Pennsylvania alleging breach of contract; these
actions are respectively titled Gauthier v. Exide and Pearson v. Exide, and were
respectively filed on August 17, 1999 and July 9, 1999. Exide has filed
counterclaims against Messrs. Gauthier and Pearson as well, asserting fraud,
breach of fiduciary duty, misappropriation of corporate assets and civil
conspiracy. Pearson v. Exide and Gauthier v. Exide were consolidated for pre-
trial proceedings on January 18, 2000. Both cases were stayed at the request of
Messrs. Pearson and Gauthier on October 10, 2000. In April and June 2001, Exide
was ordered to advance reasonable litigation expenses and undetermined copying
costs incurred by Messrs. Gauthier and Pearson in connection with the grand jury
investigation.

     On September 17, 1999, Exide sued Sears, Roebuck and Co. in the Circuit
Court of Cook County, Illinois seeking damages for breach of contract in an
amount not less than $15,000. On November 12, 1999, Sears filed a counterclaim
against Exide and a claim against a former Sears purchasing employee alleging
inducement to breach his fiduciary duty to Sears, common law fraud, aiding and
abetting and conspiracy. In April

                                       12
<PAGE>

2001, the parties reached a settlement-in-principle which will not require any
payments to either party.

     Exide is now involved in several lawsuits pending in state and federal
courts in South Carolina, Pennsylvania, Indiana, and Tennessee. These actions
allege that Exide and its predecessors allowed hazardous materials used in the
battery manufacturing process to be released from certain of its facilities,
allegedly resulting in personal injury and/or property damage. The following
lawsuits of the above type were filed on August 25, 1999 in the Circuit Court
for Greenville County, South Carolina and are currently pending: Joshua Lollis
v. Exide; Buchanan v. Exide; Agnew v. Exide; Patrick Miller v. Exide; Kelly v.
Exide; Amanda Thompson v. Exide; Jonathan Talley v. Exide; Smith v. Exide;
Lakeisha Talley v. Exide; Brandon Dodd v. Exide; Prince v. Exide; Andriae Dodd
v. Exide; Dominic Thompson v. Exide; Snoddy v. Exide; Antoine Dodd v. Exide;
Roshanda Talley v. Exide; Fielder v. Exide; Rice v. Exide; Logan Lollis v. Exide
and Dallis Miller v. Exide. The following lawsuits of this type are currently
pending in the Court of Common Pleas for Berks County, Pennsylvania: Grillo v.
Exide, filed on May 24, 1995; Blume v. Exide, filed on March 4, 1996; Esterly v.
Exide, filed on May 30, 1995 and Saylor v. Exide, filed on October 18, 1996. The
following lawsuit of this type is currently pending in the United States
District Court for the Southern District of Indiana: Strange v. Exide. Finally,
the following lawsuit of this type is pending in the Circuit Court of Shelby
County, Tennessee: Cawthon v. Exide, et al. Discovery in the South Carolina and
Pennsylvania cases is ongoing; discovery has not yet begun in the Indiana and
Tennessee cases.

     On June 26, 2000, Johnson Controls, Inc. ("JCI") filed a lawsuit in the
United States District Court for the Northern District of Illinois, Eastern
Division, against Exide and three of its former officers. JCI alleges that
Exide, through Messrs. Hawkins, Gauthier, Pearson and Calio, paid bribes to a
Sears employee, Gary Marks, to induce him to award Sears' 1994 battery supply
contract to Exide rather than JCI. JCI asserts claims against Exide for
violation of section 2(c) of the Robinson-Patman Act and tortious interference
with a prospective business opportunity. JCI asserts claims against Hawkins,
Gauthier and Pearson for violation of the Racketeer Influenced and Corrupt
Organizations Act and tortious interference with a prospective business
opportunity. On February 2, 2001, the Court granted Exide's motion to dismiss
JCI's Robinson-Patman Act claims; the Court reaffirmed this result on April 2,
2001, after JCI filed its First Amended Complaint. JCI has since filed a Second
Amended Complaint, which introduces new factual and legal theories. Exide filed
a motion to dismiss all of these claims. In July 2001, the Court granted Exide's
motion, dismissing all of the new claims with prejudice. The net effect of the
Court's rulings is that all but one of JCI's claims has now been dismissed
without the commencement of discovery. Management remains confident that the
sole remaining claim is equally without merit.

     In July 2001, Pacific Dunlop Holdings (US), Inc. and several of its foreign
affiliates (the "Sellers" under the various agreements through which Exide
acquired GNB) filed a breach of contract claim against Exide in the Circuit
Court for Cook County, Illinois. The Sellers maintain they are entitled to
certain additional payments for assets acquired by Exide in its acquisition of
GNB. Management does not believe that the Sellers are correct either as to the
rights for additional payments asserted by the Sellers or that any additional
amounts are owed.

                                      13
<PAGE>

     The Company is involved in various other claims and litigation incidental
to the conduct of its business. Based on consultation with legal counsel,
management does not believe that any such claims or litigation to which the
Company is a party, either individually or in the aggregate, will have a
material adverse effect on the Company's financial condition, cash flows or
results of operations, although quarterly or annual operating results may be
materially affected.

(7) GNB ACQUISITION

     On September 29, 2000, the Company acquired the global battery business of
Australian-based Pacific Dunlop Limited, including its subsidiary GNB
Technologies, Inc. ("GNB"), a leading U.S. and Pacific Rim manufacturer of both
industrial and automotive batteries, for consideration of $379,000 (including
$344,000 in cash and 4,000 of the Company's common shares) plus assumed
liabilities. Pacific Dunlop now holds an approximate 16 percent interest in the
outstanding shares of common stock of the Company.

     The Company financed the cash portion of the purchase price, including
associated fees and expenses, through an additional $250,000 term loan under its
existing senior secured Global Credit Facilities Agreement, and $100,000 of
securitized GNB accounts receivables. The Company also issued warrants to
acquire 1,286 common shares with an exercise price of $8.99 per share in
conjunction with the term loan financing. These warrants are immediately
exercisable.

     The acquisition has been accounted for using the purchase method. GNB's
results of operations are included in the accompanying consolidated statement of
operations since the date of acquistion. GNB's preliminary opening balance sheet
is included in the accompanying consolidated balance sheets as of June 30, 2001
and March 31, 2001. This allocation is preliminary and will likely change upon
resolution of open matters including the completion of appraisals and the final
assessment of certain contingencies, including environmental contingencies,
restructuring reserves and other items.

     The following unaudited supplemental information reflects the Company's pro
forma results of operations for the period shown by combining the historical
results of the Company and GNB and including the impact of goodwill amortization
and the impact of other applicable purchase accounting adjustments, as well as
interest expense on acquisition financing, together with related income tax
effects, assuming the acquisition had occurred at the beginning of the earliest
period presented. The pro forma earnings per share calculation below also
includes the impact of the four million shares issued as part of the acquisition
consideration. This pro forma information does not purport to represent what the
Company's results of operations would have actually been had the acquisition
occurred as of an earlier date or project the results of any future period.

                                       14
<PAGE>

                                             Q1 Fiscal
                                              2001(a)
                                            (unaudited)

        Net sales                            $ 702,409
        Net loss                             $ (24,473)
        Loss per share:
             Basic                           $   (0.96)
             Diluted                         $   (0.96)


 (a) Includes pre-acquisition GNB restructuring and environmental pre-tax
     charges of $21,700.

(8)  RESTRUCTURING

          In fiscal 2001 and the fourth quarter of fiscal 2000, the Company
implemented certain restructuring actions as part of an overall program to
improve earnings and cash flow, including actions in connection with the GNB
acquisition. The Company recorded restructuring charges aggregating $97,400 in
fiscal 2001, consisting of $29,200 in severance costs, $39,509 in asset write-
downs and $28,691 in closure costs.

     The fiscal 2001 restructuring charges were comprised of:

          .    the closure of an automotive battery plant in the US
          .    workforce reductions at two manufacturing facilities in Europe
          .    the reorganization of the Company's European Transportation
               business sales force
          .    the closing or sale of 27 of the Company's distribution
               facilities
          .    the consolidation of the Company's European accounting activities
               into a shared services operation
          .    the closure of the Maple, Ontario automotive manufacturing
               operations
          .    the closure of certain branches and offices
          .    severance and other costs for reductions in staff.

     The Company also announced the closures of GNB's Dallas, Texas and Dunmore,
Pennsylvania facilities as well as the closure of certain GNB distribution
centers and sales branches. The Company recorded $28,800 of related
restructuring reserves in the GNB purchase accounting.

     The Company recorded restructuring charges of $39,336 in fiscal 2000,
consisting of $20,000 in severance benefits and $19,336 for targeted plant and
branch closings.

     The charges related to the:

     .    closure of the Reading, Pennsylvania plant
     .    closure of six branches in the U.S. and
     .    headcount reductions of 168 employees in the U.S. and Europe.

                                       15
<PAGE>

     Summarized restructuring reserve activity for this restructuring program is
as follows:

                                  Severance       Closure
                                    Costs          Costs          Total

Balance at March 31, 2001         $ 35,553       $ 44,564       $ 80,117
Payments and charge-offs            (7,151)        (4,753)       (11,904)
Currency changes                    (1,450)        (1,050)        (2,500)
                                  --------       --------       --------
Balance at June 30, 2001          $ 26,952       $ 38,761       $ 65,713
                                  ========       ========       ========

     The current portion of this reserve is $38,366 at June 30, 2001. Remaining
expenditures will occur over the next several years as permitted under
applicable regulations and in accordance with existing contracts.

     In late June, the Company began seeing a significant decline of orders from
its global telecommunications' customers, especially for product deliveries in
North America. As a result, in July the Company took additional actions to
adjust its cost structure, including the previously announced decision to delay
the opening of the Maple, Canada battery plant, and the reduction of the total
workforce by 1,300 employees. A charge of approximately $9,000 will be recorded
in the second quarter for severance related to the current workforce reduction
program actions completed to date.

(9)  SEGMENT INFORMATION

     The Company operates its battery business within the Industrial and
Transportation segments. Industrial applications include Network Power batteries
for telecommunications systems, fuel cell load leveling, electric utilities,
railroads, photovoltaic and other critical uninterruptible power supply markets
as well as Motive Power batteries for a broad range of equipment uses including
lift trucks, mining and other commercial vehicles. Transportation uses include
automotive, heavy duty, agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt automobile
applications. Intersegment sales are not material.

Selected financial information concerning the Company's reportable segments are
as follows:

                                 For the Three Months Ended June 30, 2001
                  --------------------------------------------------------------

                  Industrial     Transportation      Other (a)      Consolidated
                  ----------     --------------     -----------     ------------

Net sales         $  252,587     $      378,650     $       --      $    631,237

Gross profit      $   80,185     $       69,910     $       --      $    150,095

Operating
Income(loss)      $   24,288     $          306     $     (430)     $     24,164

                                 For the Three Months Ended July 2, 2000
                  --------------------------------------------------------------

                  Industrial     Transportation      Other (a)      Consolidated
                  ----------     --------------     -----------     ------------

Net sales         $  165,090     $      300,710     $        --     $    465,800

Gross profit      $   51,365     $       72,073     $        --     $    123,438

Operating
Income (loss)     $   12,703     $        7,823     $    (5,681)    $     14,845

    (a) Includes $3,555 of goodwill amortization in fiscal 2001.

                                       16
<PAGE>

(10) DEBT FOR EQUITY EXCHANGES

          On June 27, 2001, the Board of Directors approved for submission a
proposal to shareholders, to be voted on at the Company's annual meeting on
September 19, 2001, seeking authority for the issuance of up to 20,000
additional common shares. Such approval is being requested in order to provide
the Company the ability to exchange common stock for additional portions of the
Company's 2.9% Convertible Senior Subordinated Notes (the "Notes") and/or
certain portions of the Company's 10% Senior Notes and 9.125% Senior Notes.

     In July 2001, the Company completed debt for equity exchanges where
approximately $30,000 face value of the Notes were exchanged for approximately
1,900 shares of common stock. Since these exchanges involve a convertible
security, the Company will recognize a non-cash charge in the second quarter
equivalent to the market value of the shares issued in excess of the original
conversion ratio of the Notes. The carrying value of the Notes was approximately
$25,500. The Company will reduce debt and increase shareholders' equity by
approximately $25,500 as a result of the transaction. The Company will recognize
a non-cash charge of approximately $13,500 in the second quarter. The total
related charges we take will increase if similar additional debt for equity
exchanges are completed in the future.

(11)  ACCOUNTING FOR RECEIVABLES SALES AGREEMENTS

In September 2000, the FASB issued FAS No. 140 "Accounting for the Transfer and
Servicing of Financial Assets and Extinguishments of Liabilities", ("FAS 140")
which replaces FAS 125 (of the same title). FAS 140 revises certain standards in
the accounting for securitizations and other transfers of financial assets and
collateral, and requires certain disclosures relating to securitization
transactions and collateral, but it carries over most of FAS 125's provisions.
The collateral and disclosure provisions of FAS 140 were effective for the
Company's fiscal year-end 2001 financial statements; see the Company's Form
10-K for the fiscal year-end March 31, 2001. The other provisions of this
Statement were effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The Company
implemented the revised provisions when effective and there was no material
impact on the consolidated financial statements.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Factors Which Affect Our Financial Performance

     Competition. The global Transportation and Industrial battery markets,
particularly in North America and Europe, are highly competitive. In recent
years, competition has continued to intensify and we continue to come under
increasing pressure for price reductions. This competition has been exacerbated
by excess capacity and fluctuating lead prices as well as low-priced Asian
imports impacting our European markets.

     Exchange Rates. We are exposed to foreign currency risk in most European
countries, principally Germany, France, the United Kingdom, Spain, and Italy. We
are also exposed, although to a lesser extent, to foreign currency risk in
Australia and the Pacific Rim as a result of the GNB acquisition. Movements of
exchange rates against the U.S. dollar can result in variations in the U.S.
dollar value of our non-U.S. sales. In some instances gains in one currency may
be offset by losses in another. Our results for the periods presented herein
were adversely impacted by the overall weakness in European currencies.

     Weather. Unusually cold winters or hot summers accelerate automotive
battery failure and increase demand for automotive replacement batteries.

     Interest rates. We are exposed to fluctuations in interest rates on our
variable rate debt.

     Lead. Lead is the principal raw material used in the manufacture of
batteries, representing approximately one-fifth of our cost of goods sold. The
market price of lead fluctuates significantly. Generally, when lead prices
decrease, many of our customers seek disproportionate price

                                       17
<PAGE>

reductions from us, and when lead prices increase, customers tend to be more
accepting of price increases.

Results of Operations

Three months ended June 30, 2001 compared with the three months ended July 2,
-----------------------------------------------------------------------------
2000.
-----

Net sales were $631,237 in the first quarter of fiscal 2002 versus $465,800 in
the first quarter of fiscal 2001, due to the inclusion of GNB's operations in
this year's first quarter. GNB's net sales in the first quarter of fiscal 2001
were $236,609. The increase resulting from GNB's operations was offset primarily
by lower Transportation sales volume due to the recent decision to discontinue
certain unprofitable aftermarket accounts in North America and lower Industrial
sales due to softening demand late in this year's first quarter in the Western
European and North American telecommunication markets. Net sales were also
negatively impacted by $22,822 due to the weaker Euro.

Industrial battery sales for the first quarter of fiscal 2002 were $252,587
versus $165,090 in the first quarter of fiscal 2001. GNB's net sales in its
Industrial business were $111,398 in the first quarter of fiscal 2001. The
increase resulting from the inclusion of GNB's operations was offset by
softening demand late in this year's first quarter in the Western European and
North American telecommunication markets. Currency negatively impacted
Industrial net sales by $12,228.

Net sales in the Transportation segment were $378,650 this year versus $300,710
last year. GNB's net sales in its Transportation business were $125,211 in the
first quarter of fiscal 2001. The addition of GNB's operations were offset due
to the recent decision to discontinue certain unprofitable aftermarket accounts
in North America and lower shipments to automotive original equipment markets.
Also, currency unfavorably impacted Transportation net sales by approximately
$10,595.

Gross profit was $150,095 in the first quarter of fiscal 2002 versus $123,438 in
the first quarter in the prior year. GNB's gross profit was $45,739 in the first
quarter of fiscal 2001 The gross profit margin decreased to 23.8% in the first
quarter of fiscal 2002 from 26.5% in the first quarter of fiscal 2001 primarily
due to the addition of the less profitable GNB Transportation business offset
somewhat by the Company's cost reduction programs. Weak European currencies
versus the U.S. dollar impacted gross profit by approximately $6,180.

Industrial battery gross profit was $80,185 this year versus $51,365 last year.
GNB's Industrial gross profit was $36,687 in the first quarter of fiscal 2001.
The addition of GNB's operations was offset by lower sales due to softening
demand late in this year's first quarter in the Western European and North
American telecommunication markets, start-up costs at two battery plants and
$3,432 in negative currency impact. Gross margin as a percent of net sales was
31.7% in the current year versus 31.1% last year. The addition of higher margin
GNB products was offset somewhat by an unfavorable product mix and the start-up
costs.

                                      18
<PAGE>

Transportation battery gross profit was $69,910 this year versus $72,073 last
year. GNB's gross profit was $9,052 in the first quarter of fiscal 2001. The
addition of GNB's operations was offset by the recent decision to discontinue
certain unprofitable aftermarket accounts in North America, lower shipments to
automotive original equipment markets and a currency impact of $2,748. Gross
margins were 18.5% in the current year versus 24.0% in the prior year with the
decrease primarily attributable to the inclusion of lower GNB profit margins.

Operating Expenses. Operating expenses increased from $108,593 in fiscal 2001 to
$125,931 in fiscal 2002. GNB had $36,839 of operating expenses in the first
quarter of fiscal 2001. Fiscal 2002 operating expenses were favorably impacted
by the Company's cost-reduction programs and the elimination of goodwill
amortization due to the adoption of FAS 142 "Accounting for Goodwill". Also,
weaker European currencies favorably impacted operating expenses by
approximately $5,162 in fiscal 2002.

Industrial operating expenses increased from $38,662 in fiscal 2001 to $55,897
in fiscal 2002. GNB had $18,604 of Industrial operating expenses in the first
quarter of fiscal 2001. Weaker European currencies favorably impacted Industrial
operating expenses by $2,861 in fiscal 2002.

Transportation operating expenses increased from $64,250 in fiscal 2001 to
$69,604 in fiscal 2002. GNB had $17,818 of Transportation operating expenses in
the first quarter of fiscal 2001. Fiscal 2002 Transportation operating expenses
were favorably impacted by cost-reduction programs. Weaker European currencies
favorably impacted Transportation operating expenses in fiscal 2001 by $2,107.

Non-segment operating expenses decreased from $5,681 in fiscal 2001 to $430 in
fiscal 2002. GNB had $417 of non-segment operating expenses in the first quarter
of 2001. The decrease relates to the elimination of goodwill amortization in
fiscal 2002 and the impact of cost reduction programs. Goodwill amortization was
$3,555 in the first quarter of fiscal 2001.

Operating income was $24,164, or 3.8% of net sales, versus $14,845, or 3.2% of
net sales due to the items discussed above.

Industrial operating income was $24,288, or 9.6% of net sales, this year versus
$12,703, or 7.7% of net sales, last year due to the items discussed above.

Transportation operating income was $306, or 0.1% of net sales, this year versus
$7,823, or 2.6% of net sales last year due to the items discussed above.

Interest expense increased $8,935 from $24,687 to $33,622 primarily due to
interest charges related to the GNB acquisition financing.

Other expense, net was $1,482 in the first quarter of fiscal 2002 versus $2,363
in the first quarter of fiscal 2001. The change was primarily due to a $931 gain
on asset sale and foreign currency transaction gains offset by higher losses on
sales of receivables.

                                       19
<PAGE>


In the first quarter of fiscal 2002, income tax benefit of $4,048 was recorded
on a loss of $10,940. In fiscal 2001, income tax benefit of $3,198 was recorded
on a loss of $12,205. The effective tax rate was 37.0% and 26.2% in the first
quarter of fiscal 2002 and fiscal 2001, respectively. The difference in rates is
primarily due to the recording of nondeductible goodwill amortization in the
prior year.

The Company recorded a charge as a cumulative effect of change in accounting
principle of $496 in the first quarter of fiscal 2002 due to the adoption of the
accounting standards on derivatives.

A net loss of $7,219 in the first quarter of fiscal 2002 versus a net loss of
$9,355 in the first quarter of fiscal 2001 resulted from the items discussed
above.

Acquisition of GNB

As discussed in Note 7, on September 29, 2000, the Company acquired the global
battery business of GNB, a leading U.S. and Pacific Rim manufacturer of both
industrial and automotive batteries, for consideration of approximately $379,000
(including $344,000 in cash and 4,000 of the Company's common shares) plus
assumed liabilities.

The Company financed the cash portion of the purchase price, including
associated fees and expenses, through an additional $250,000 term loan under its
existing senior secured Global Credit Facilities Agreement, and a $100,000
securitization of GNB accounts receivables. The Company also issued warrants for
1,286 shares with an exercise price of $8.99 per share in conjunction with such
financing.

Liquidity and Capital Resources

     The Company's liquidity requirements arise primarily from the funding of
seasonal working capital needs, obligations on indebtedness and capital
expenditures. Historically, we have met these liquidity requirements through
operating cash flows, borrowed funds and the proceeds of sales of accounts
receivable and sale-leaseback transactions. Additional cash has been generated
in recent years from the sale of non-core businesses and assets. The Company has
a U.S. receivables purchase agreement and a European receivables purchase
agreement under which third parties have committed, subject to certain
exceptions, to purchase selected accounts receivable, up to a maximum commitment
of $200,000 and $175,000, respectively.

     Because of the seasonality of our business, more cash is typically
generated in our third and fourth fiscal quarters than the first and second
quarters. Our greatest cash demands from operations occur during the months of
June through October. We believe we will be able to meet our requirements for
liquidity with cash generated from operations,

                                       20
<PAGE>

reduced working capital requirements, borrowings under the revolving credit
portion of our Senior Secured Global Credit Facilities Agreement and/or the
proceeds from sales of accounts receivable under our securitization facilities.

     As reported earnings before interest, taxes, depreciation and amortization
(EBITDA), excluding losses on sales of receivables, was $53,022 for this year's
first quarter versus $36,562 in the prior year. GNB had EBITDA of $18,017 in the
first quarter of fiscal 2001. Cash flows used in operating activities were
$46,183 (of which $1,123 related to net sales of receivables) in fiscal 2002.
This compares to cash flows used in operating activities of $37,843 (of which
$5,535 related to net sales of receivables) in fiscal 2001. Primary working
capital (inventories plus receivables less accounts payable) at June 30, 2001
was $597,062, as compared to $517,036 at July 2, 2000. Primary working capital
year on year increased $34,762, excluding currency impacts, divestitures and
GNB's acquired operations which had $96,380 in primary working capital at the
time of acquisition.

     Capital expenditures were $27,482 and $7,748 in the first quarters of
fiscal 2002 and fiscal 2001, respectively. Capital expenditures are estimated to
be approximately $48,000 during the rest of fiscal 2002.

     The Company generated $48,000 and $80,000 in cash and assumed liabilities
from the sale of non-core businesses and other assets in fiscal 2001 and fiscal
2000, respectively. The Company generated $3,500 in cash from the sale of a non-
core business in the first quarter of fiscal 2002. Proceeds from these sales
were primarily used to reduce debt. No significant proceeds from the sale of
non-core assets are expected during the rest of fiscal 2002.

     In fiscal 2001 and the fourth quarter of fiscal 2000, the Company
implemented certain restructuring actions as part of an overall program to
improve earnings and cash flow, including actions in connection with the GNB
acquisition. The Company recorded restructuring charges aggregating $97,400 in
fiscal 2001, consisting of $29,200 in severance costs, $39,509 in asset write-
downs and $28,691 in closure costs.

     The fiscal 2001 restructuring charges were comprised of:

          .    the closure of an automotive battery plant in the US
          .    workforce reductions at two manufacturing facilities in Europe
          .    the reorganization of the Company's European Transportation
               business sales force
          .    the closing or sale of 27 of the Company's distribution
               facilities
          .    the consolidation of the Company's European accounting activities
               into a shared services operation
          .    the closure of the Maple, Ontario automotive manufacturing
               operations
          .    the closure of certain branches and offices
          .    severance and other costs for reductions in staff.

     The Company also announced the closures of GNB's Dallas, Texas and

                                       21
<PAGE>

Dunmore, Pennsylvania facilities as well as the closure of certain GNB
distribution centers and sales branches. The Company recorded $28,800 of related
restructuring reserves in the GNB purchase accounting.

     The Company recorded restructuring charges of $39,336 in fiscal 2000,
consisting of $20,000 in severance benefits and $19,336 for targeted plant and
branch closings.

     The charges related to the:

   .   closure of the Reading, Pennsylvania plant
   .   closure of six branches in the U.S. and
   .   headcount reductions of 168 employees in the U.S. and Europe.

     Summarized restructuring reserve activity for this restructuring program is
as follows:

                               Severance       Closure
                                 Costs          Costs          Total

Balance at March 31, 2001      $ 35,553       $ 44,564       $ 80,117
Payments and charge-offs         (7,151)        (4,753)       (11,904)
Currency changes                 (1,450)        (1,050)        (2,500)
                               --------       --------       --------
Balance at June 30, 2001       $ 26,952       $ 38,761       $ 65,713
                               ========       ========       ========

     The current portion of this reserve is $38,366 at June 30, 2001. Remaining
expenditures will occur over the next several years as permitted under
applicable regulations and in accordance with existing contracts.

     In late June, the Company began seeing a significant decline of orders from
its global telecommunications' customers, especially for product deliveries in
North America. As a result, in July the Company took additional actions to
adjust its costs structure, including the previously announced decision to delay
the opening of the Maple, Canada battery plant, and the reduction of the total
workforce by 1,300 employees. A charge of approximately $9,000 will be recorded
in the second quarter for severance related to the current workforce reduction
program actions completed to date.


     Total debt at June 30, 2001 was $1,431,232, as compared to $1,347,046 at
March 31, 2001. Our availability under our credit line was $43,713 at June 30,
2001. The use of such availability may be limited by certain covenants in the
Senior Secured Global Credit Facilities Agreement. Increases in interest rates
on such obligations could adversely affect our results of operations and
financial condition. Weighted average interest rates on the Company's pre-GNB
acquisition Senior Secured Global Credit Facilities Agreement debt increased
approximately 1.5% due to the negotiated higher rates in conjunction with the
financing for the GNB acquisition. Interest rates on the Global Credit
Facilities Agreement is based on LIBOR plus 4.5% for the Term B portion and
LIBOR plus 3.75% for the Term A portion and the revolving credit facility.

     The Company secured an amendment to the credit agreement relaxing covenants
during fiscal 2002 and the first two quarters of fiscal 2003. The Company was in
compliance with its bank covenants at June 30, 2001 and March 31, 2001, and
expects to continue to be in compliance for at least the next twelve months and
for the foreseeable future thereafter.

     On June 27, 2001, the Board of Directors approved for submission a proposal
to shareholders, to be voted on at the Company's annual meeting on September 19,
2001, seeking authority for the issuance of up to 20,000 additional common
shares. Such approval is being requested in order to provide the Company the
ability to exchange common stock for additional portions of the Company's 2.9%
Convertible Senior Subordinated Notes (the "Notes") and/or certain portions of
the Company's 10% Senior Notes and 9.125% Senior Notes.

     In July 2001, the Company completed debt for equity exchanges where
approximately $30,000 face value of the Notes were exchanged for approximately
1,900

                                       22
<PAGE>

shares of common stock. Since these exchanges involve a convertible security,
the Company will recognize a non-cash charge in the second quarter equivalent to
the market value of the shares issued in excess of the original conversion ratio
of the notes. The carrying value of the Notes was approximately $25,500. The
Company will reduce debt and increase shareholders' equity by approximately
$25,500 as a result of the transaction. The Company will recognize a non-cash
charge of approximately $13,500 in the second quarter. The total related charges
we take will increase if similiar additional debt for equity exchanges are
completed in the future.

     During 2001, we had two currency and interest rate swap agreements which
effectively converted $110,500 of borrowings under the Senior Secured Global
Credit Facilities Agreement and certain intercompany loans into 406,200 French
Francs (U.S. $68,500) and 25,200 British pounds sterling (U.S. $42,000). We
received LIBOR and paid PIBOR and pound sterling LIBOR. The Company terminated
these agreements on December 27, 2000 and received a cash payment of 13,700
Euros and 3,300 British pounds sterling, respectively. There was no impact on
the consolidated statements of operations related to these terminations.
Simultaneously, the Company entered into two six-month forward contracts to
continue to hedge these transactions. The Company continues to hedge these
transactions with forward contracts.

     During the fourth quarter of fiscal 2000 the Company assigned 382,500
French Francs (U.S. $64,500) of its then existing currency and interest rate
swap agreement to a new counterparty and received a cash payment of 8,500 Euros.
Simultaneously, the Company entered into a new 66,800 Euro (U.S. $64,500) one-
year currency and interest rate hedge agreement. The Company terminated this
agreement in the second quarter of fiscal 2001 and received a cash payment of
6,200 Euros. There was no impact on the consolidated statements of operations
related to these terminations. Simultaneously, the Company entered into a new
73,100 Euro (U.S. $64,500) one-year currency and interest rate hedge agreement
with this same counterparty. The Company receives LIBOR plus 2.25% and pays Euro
LIBOR plus 2.27%. The Euro principal amount is reset quarterly.

     On October 18, 2000, we entered into a $60,000 two year interest rate swap
agreement for which we pay a quarterly fixed rate of 6.55% and receive a three
month LIBOR rate (currently 3.59%). This swap hedges a portion of the variable
interest exposure on our $900,000 Global Credit Facilities Agreement Tranche B
Term Loans.

     On January 17, 2001, we entered into an interest rate cap agreement, which
reduces the impact of changes in interest rates on a portion of our floating
rate debt. The cap agreement effectively limits the three-month LIBOR based
interest rate on $70,000 of our U.S. borrowings to no more than 6.5% through
July 17, 2002.

     We have entered into certain forward contracts and option contracts in
fiscal 2001 to hedge the purchase price of lead on a portion of the Company's
lead usage being sourced through external purchases. Such contracts are
effective through the fourth quarter of fiscal 2002.

     On April 1, 2001, the Company adopted FAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities", as amended by FAS No. 138
"Accounting for Certain Derivative Instruments and Certain Hedging Actvities".
See Note 2 for further discussion.

     As of June 20, 2001, we have significant net operating loss carryforwards
in Europe and in the United States which are available, subject to certain
restrictions, to offset future U.S. and certain European countries' taxable
income.

     Our net deferred tax assets, net of certain valuation allowances, include
net operating loss carryforwards which management believes are

                                       23
<PAGE>

more likely than not realizable through a combination of anticipated tax
planning strategies and forecasted future taxable income. Failure to achieve
forecasted future taxable income might affect the ultimate realization of any
remaining recorded net deferred tax assets.

Conversion to the Euro Currency

     On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and a
common currency, the Euro. We conduct significant business in these member
countries. The transition period for the introduction of the Euro runs through
June 30, 2002. We have addressed the issues involved with the introduction of
the Euro and continue to address related issues with its ongoing implementation.
The more important issues facing us include:

  .   converting information technology systems,

  .   reassessing currency risk,

  .   negotiating and amending contracts, and

  .   processing tax and accounting records.

     Based upon progress to date, we believe that use of the Euro has not and
will not have a significant impact on the manner in which we conduct our
business affairs and process our business and accounting records. Accordingly,
conversion to the Euro has not and is not expected to have a material effect on
our financial condition or results of operations.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risks.

There were no significant changes to the quantitative and qualitative market
risks as of June 30, 2001. See our Form 10-K for the fiscal year ended March 31,
2001 for this information.

                                       24
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISION OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

     Except for historical information, this report may be deemed to contain
"forward-looking" statements. The Company desires to avail itself of the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") and is including this cautionary statement for the express purpose of
availing itself of the protection afforded by the Act.

     Examples of forward-looking statements include, but are not limited to (a)
projections of revenues, cost of raw materials, income or loss, earnings or loss
per share, capital expenditures, growth prospects, dividends, the effect of
currency translations, capital structure and other financial items, (b)
statements of plans of and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulating
authorities, (c) statements of future economic performance and (d) statements of
assumptions, such as the prevailing weather conditions in the Company's market
areas, underlying other statements and statements about the Company or its
business.

     The Company's core business, the design, manufacture and sale of lead acid
batteries, and the Company's structure involves risk and uncertainty. Important
factors that could affect the Company's results include, but are not limited to
(i) unseasonable weather (warm winters and cool summers) which adversely affects
demand for automotive and some industrial batteries, (ii) the Company's
substantial debt and debt service requirements which restrict the Company's
operational and financial flexibility, as well as imposing significant interest
and financing costs, (iii) the Company is subject to a number of litigation
proceedings, the results of which could have a material adverse effect on the
Company and its business, (iv) the Company's assets include the tax benefits of
net operating loss carry forwards, realization of which are dependent upon
future taxable income, (v) lead, which experiences significant fluctuations in
market price and which, as a hazardous material, may give rise to costly
environmental and safety claims, can affect the Company's results because it is
a major constituent in most of the Company's products, (vi) the battery markets
in North America and Europe are very competitive and, as a result, it is often
difficult to maintain margins, (vii) the Company's consolidation and
rationalization of acquired entities requires substantial management time and
financial and other resources and is not without risk, (viii) foreign operations
involve risks such as disruption of markets, changes in import and export laws,
currency restrictions and currency exchange rate fluctuations, and (ix) the
Company is exposed to fluctuations in interest rates on our variable debt which
can affect the Company's results. Therefore, the Company cautions each reader of
this report to carefully consider those factors here-in-above set forth, because
such factors have, in some instances, affected and in the future could affect,
the ability of the Company to achieve its projected results and may cause actual
results to differ materially from those expressed herein.

                                       25
<PAGE>

PART II.       OTHER INFORMATION

Item 1.  Legal Proceedings.

     In fiscal 2001, Exide made substantial progress in resolving the vast
majority of claims relating to the conduct of its former management team.

     The sole remaining "legacy" action is Houlihan v. Exide, brought under
a unique California statute, filed December 6, 1999 in the Superior Court for
the State of California, County of Los Angeles. In May 2001, the original
plaintiff in this action, Thomas M. Mills, purported to assign his "claim" to
Ms. Houlihan. Trial is set for September 24, 2001. Exide has moved to extend the
trial date to early next year, so that trial occurs after the plea agreement
with the U.S. Attorney is formally entered. That motion is currently pending
before the Court.

     The Houlihan case and the payments required under the Company's settlement
with the Mississippi Attorney General are included in the $13,400 reserve
recorded for these "legacy" matters in fiscal 2000.

     On March 23, 2001, Exide also reached a plea agreement with the U.S.
Attorney for the Southern District of Illinois, resolving an investigation of
the conduct of former management. Under the terms of that settlement Exide will
pay a fine of $27,500 over five years, and agrees to cooperate with the U.S.
Attorney in his prosecution of certain members of the former management team.
The payment terms are dependent upon the Company's compliance with the plea
agreement during the five-year period. The plea agreement has been lodged with
the U.S. District Court for the Southern District of Illinois, which may accept
or reject the plea agreement. Although the court's decision is not expected
until early next year, management does not believe that the final plea agreement
will materially differ from the plea agreement reached with the U.S. Attorney.

     On March 22, 2001, the U.S. Attorney unsealed the indictments of Arthur M.
Hawkins, former Chairman, President & Chief Executive Officer of Exide, Douglas
N. Pearson, the former President, North American Operations of Exide, and Alan
E. Gauthier, the former Chief Financial Officer of Exide, for their conduct
during the time they served as officers of Exide. Superceding indictments were
unsealed in July, 2001. Exide is cooperating fully with the U.S. Attorney in the
criminal prosecution of these former officers. The trial of the former officers
is now scheduled for March 2002.

     Exide is currently involved in litigation with the former members of its
management referenced above. One of these cases, Hawkins v. Exide, filed July 6,
1999 in the U.S. District Court for the Eastern
<PAGE>

District of Michigan, involves a claim by Mr. Hawkins to enforce his separation
agreement with Exide and causes of action for violation of ERISA and breach of
contract. Exide has filed a counterclaim asserting fraud, breach of fiduciary
duty, misappropriation of corporate assets and civil conspiracy. Mr. Hawkins
also alleges in Hawkins v. Exide, filed April 3, 2000, in the United States
District for the Eastern District of Michigan, cancellation without notice of
240.406 shares of restricted stock. Exide's answer denied the substantive
allegations. The parties agreed to seek consolidation of these two actions. At
the request of Mr. Hawkins, both actions were stayed January 24, 2001. On May
25, 2001, Exide filed a suit in the Circuit Court of Oakland County, MI, for a
determination that Exide is not obligated to advance attorney's fees and
expenses to Mr. Hawkins for claims arising in past and pending civil and
criminal matters. Mr. Hawkins has not yet answered Exide's complaint.  In July,
2001, Exide was ordered to pay a portion of Mr. Hawkins' legal fees in the
Eastern District of Michigan action only.

     Messrs. Gauthier and Pearson have filed actions in the U.S. District Court
for the Eastern District of Pennsylvania alleging breach of contract; these
actions are respectively titled Gauthier v. Exide and Pearson v. Exide, and were
respectively filed on August 17, 1999 and July 9, 1999. Exide has filed
counterclaims against Messrs. Gauthier and Pearson as well, asserting fraud,
breach of fiduciary duty, misappropriation of corporate assets and civil
conspiracy. Pearson v. Exide and Gauthier v. Exide were consolidated for pre-
trial proceedings on January 18, 2000. Both cases were stayed at the request of
Messrs. Pearson and Gauthier on October 10, 2000. In April and June 2001, Exide
was ordered to advance reasonable litigation expenses and undetermined copying
costs incurred by Messrs. Gauthier and Pearson in connection with the grand jury
investigation. In compliance with that order, the Company has reimbursed counsel
for Messrs. Pearson and Gauthier. Exide has presented a claim for reimbursement
of the amount of such fees in excess of a $500 self-insured retention to its
insurance carrier.

     On September 17, 1999, Exide sued Sears, Roebuck and Co. in the Circuit
Court of Cook County, Illinois seeking damages for breach of contract in an
amount not less than $15,000. On November 12, 1999, Sears filed a counterclaim
against Exide and a claim against a former Sears purchasing employee alleging
inducement to breach his fiduciary duty to Sears, common law fraud, aiding and
abetting and conspiracy. In April 2001, the parties reached a settlement-in-
principle which will not require any payments to either party.

     Exide is now involved in several lawsuits pending in state and federal
courts in South Carolina, Pennsylvania, Indiana, and Tennessee. These actions
allege that Exide and its predecessors allowed hazardous materials used in the
battery manufacturing process to be released from certain of its facilities,
allegedly resulting in personal injury and/or property damage. The following
lawsuits of the above type were filed on August 25, 1999 in the Circuit Court
for Greenville County, South Carolina and are currently pending: Joshua Lollis
v. Exide; Buchanan v. Exide; Agnew v. Exide; Patrick Miller v. Exide; Kelly v.
Exide; Amanda Thompson v. Exide; Jonathan Talley v. Exide; Smith v. Exide;
Lakeisha Talley v. Exide; Brandon Dodd v. Exide; Prince v. Exide; Andriae Dodd
v. Exide; Dominic Thompson v. Exide; Snoddy v. Exide; Antoine Dodd v. Exide;
Roshanda Talley v. Exide; Fielder v. Exide; Rice v. Exide; Logan Lollis v. Exide
and Dallis Miller v. Exide. The following lawsuits of this type are currently
pending in the Court of Common Pleas for Berks County, Pennsylvania: Grillo v.
Exide, filed on May 24, 1995; Blume v. Exide, filed on March 4, 1996; Esterly v.
Exide, filed on May 30, 1995 and Saylor v. Exide, filed on October 18, 1996. The
following lawsuit of this type is currently pending in the United States
District Court for the Southern District of Indiana: Strange v. Exide. Finally,
the following lawsuit of this type is pending in the Circuit Court of Shelby
County, Tennessee: Cawthon v. Exide, et al. Discovery in the South Carolina and
Pennsylvania cases is ongoing; discovery has not yet begun in the Indiana and
Tennessee cases.
<PAGE>

     On June 26, 2000, Johnson Controls, Inc. ("JCI") filed a lawsuit in the
United States District Court for the Northern District of Illinois, Eastern
Division, against Exide and three of its former officers. JCI alleges that
Exide, through Messrs. Hawkins, Gauthier, Pearson and Calio, paid bribes to a
Sears employee, Gary Marks, to induce him to award Sears' 1994 battery supply
contract to Exide rather than JCI. JCI asserts claims against Exide for
violation of section 2(c) of the Robinson-Patman Act and tortious interference
with a prospective business opportunity. JCI asserts claims against Hawkins,
Gauthier and Pearson for violation of the Racketeer Influenced and Corrupt
Organizations Act and tortious interference with a prospective business
opportunity. On February 2, 2001, the Court granted Exide's motion to dismiss
JCI's Robinson-Patman Act claims; the Court reaffirmed this result on April 2,
2001, after JCI filed its First Amended Complaint. JCI has since filed a Second
Amended Complaint, which introduces new factual and legal theories. Exide filed
a motion to dismiss all of these claims. In July 2001, the Court granted Exide's
motion, dismissing all of the new claims with prejudice. The net effect of the
Court's rulings is that all but one of JCI's claims has now been dismissed
without the commencement of discovery. Management remains confident that the
sole remaining claim is equally without merit.

     In July 2001, Pacific Dunlop Holdings (US), Inc. and several of its foreign
affiliates (the "Sellers" under the various agreements through which Exide
acquired GNB) filed a breach of contract claim against Exide in the Circuit
Court for Cook County, Illinois. The Sellers maintain they are entitled to
certain additional payments for assets acquired by Exide in its acquisition of
GNB. Management does not believe that the Sellers are correct either as to the
rights for additional payments asserted by the Sellers or that any additional
amounts are owed.

The Company is involved in various other claims and litigation incidental to the
conduct of its business. Based on consultation with legal counsel, management
does not believe that any such claims or litigation to which the Company is a
party, either individually or in the aggregate, will have a material adverse
effect on the Company's financial condition, cash flows or results of
operations, although quarterly or annual operating results may be materially
affected.


Item 2.   Changes in Securities and Use of Proceeds. None.


Item 3.   Defaults Upon Senior Securities.  None.


Item 4.   Submission of Matters to a Vote of Security Holders. None.


Item 5.   Other Information. None.


Item 6.   Exhibits and Reports on Form 8-K.

Exhibits. None.
<PAGE>

Reports on Form 8-K.

On April 3,2001, the Company filed a report on Form 8-K reporting under Item 5
the settlement of a dispute with a customer over a battery supply contract.
<PAGE>

         SIGNATURE
         ---------

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.




EXIDE CORPORATION


Date:    August 14, 2001           By:  /s/ Kevin R. Morano
         -----------------------        -------------------

                                        Kevin R. Morano
                                        Executive Vice President and
                                        Chief Financial Officer