<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 December 31, 2000

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

                        Commission File Number 1 - 11263

                               EXIDE CORPORATION
          ----------------------------------------------------------
            (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                            <C>
                   Delaware                                            23-0552730
    --------------------------------------------------         ----------------------------
          (State or other jurisdiction of                           (I.R.S. Employer
           incorporation or organization)                         Identification Number)

         645 Penn Street, Reading, Pennsylvania                           19601
     -------------------------------------------------         ----------------------------
        (Address of principal executive offices)                        (Zip Code)

                                         (610) 378-0500
                      -----------------------------------------------------------
                          (Registrant's telephone number, including area code)
</TABLE>

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 February 5, 2001, 25,443,498 shares of common stock were outstanding.
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
PART I.   FINANCIAL INFORMATION
-------------------------------

Item 1.  Financial Statements (unaudited).

             --  Condensed Consolidated Balance Sheets - -
                   December 31, 2000 and March 31, 2000.

             --  Consolidated Statements of Operations - - for the three
                   and nine months ended December 31, 2000 and
                   January 2, 2000.

             --  Consolidated Statements of Cash Flows - -
                   for the nine months ended December 31, 2000 and
                   January 2, 2000.

             --  Notes to Condensed Consolidated Financial Statements - -
                   December 31, 2000.

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
---------
</TABLE>

                                       2
<PAGE>

Part I. FINANCIAL INFORMATION

                      EXIDE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
                     (In thousands, except per-share data)


<TABLE>
<CAPTION>
                                                                               December 31,            March 31,
                                                                                   2000                  2000
                                                                               -------------         -------------
<S>                                                                           <C>                    <C>
ASSETS
------

CURRENT ASSETS:
   Cash and cash equivalents                                                  $     64,558            $    28,110
   Receivables, net of allowance for doubtful
     accounts of $52,568 and $64,177 respectively                                  485,321                379,490
   Inventories                                                                     517,716                405,720
   Prepaid expenses and other                                                       22,022                 16,026
   Deferred income taxes                                                            31,357                 20,138
                                                                              ------------           ------------
        Total current assets                                                     1,120,974                849,484
                                                                              ------------           ------------

PROPERTY, PLANT AND EQUIPMENT                                                    1,074,683                790,791
   Less - Accumulated depreciation                                                (374,271)              (347,447)
                                                                              ------------           ------------
        Property, plant and equipment, net                                         700,412                443,344
                                                                              ------------           ------------

OTHER ASSETS:
   Goodwill, net                                                                   544,800                501,117
   Investments in affiliates                                                        12,926                 20,665
   Deferred financing costs, net                                                    25,151                 12,796
   Deferred income taxes                                                            45,541                 37,583
   Other                                                                            38,980                 36,472
                                                                              ------------           ------------
                                                                                   667,398                608,633
                                                                              ------------           ------------
        Total assets                                                          $  2,488,784            $ 1,901,461
                                                                              ============           ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
   Short-term borrowings                                                      $     20,810            $    24,666
   Current maturities of long-term debt                                             31,241                 32,047
   Accounts payable                                                                331,776                260,352
   Accrued expenses                                                                471,846                318,951
                                                                              ------------           ------------
        Total current liabilities                                                  855,673                636,016
                                                                              ------------           ------------

LONG-TERM DEBT                                                                   1,340,577              1,061,672

NONCURRENT RETIREMENT OBLIGATIONS                                                  135,608                128,827

OTHER NONCURRENT LIABILITIES                                                       189,327                123,329

MINORITY INTEREST                                                                   19,068                 17,993
                                                                              ------------           ------------
        Total liabilities                                                        2,540,253              1,967,837
                                                                              ------------           ------------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $.01 par value 60,000 shares authorized;
     25,433 and 21,401 shares issued and outstanding                                   263                    214
   Additional paid-in capital                                                      530,432                490,399
   Accumulated deficit                                                            (340,806)              (319,530)
   Notes receivable - stock award plan                                                (691)                  (734)
   Accumulated other comprehensive loss                                           (240,667)              (236,725)
                                                                              ------------           ------------
        Total stockholders' equity (deficit)                                       (51,469)               (66,376)
                                                                              ------------           ------------
        Total liabilities and stockholders' equity (deficit)                  $  2,488,784            $ 1,901,461
                                                                              ============           ============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                     (In thousands, except per-share data)

<TABLE>
<CAPTION>
                                                 For the Three Months Ended        For the Nine Months Ended
                                                ----------------------------     -----------------------------
                                                December 31,     January 2,       December 31,     January 2,
                                                    2000            2000             2000             2000
                                                ----------       -----------     -------------    ------------
<S>                                             <C>              <C>             <C>              <C>
NET SALES                                       $  764,385       $   618,528     $   1,724,359     $  1,693,677

COST OF SALES BEFORE ASSET SALES                   582,089           443,088         1,283,222        1,239,304
NET LOSS ON ASSET SALES                                  -             3,175                 -            3,175
                                                ----------       -----------     -------------     ------------
        Cost of Sales                              582,089           446,263         1,283,222        1,242,479

        Gross profit                               182,296           172,265           441,137          451,198

OPERATING EXPENSES:
   Selling, marketing and  advertising              93,285            83,246           240,415          237,975
   General and administrative                       40,414            33,916            93,850           98,800
   Restructuring and other                           9,181                 -            39,181               -
   Purchased research and development                    -            14,262                 -           14,262
   Goodwill amortization                             3,780             4,138            10,870           12,663
                                                ----------       -----------     -------------     ------------
                                                   146,660           135,562           384,316          363,700
                                                ----------       -----------     -------------     ------------
        Operating income                            35,636            36,703            56,821           87,498
                                                ----------       -----------     -------------     ------------
INTEREST EXPENSE, net                               34,597            27,081            85,154           79,059
OTHER (INCOME) EXPENSE, net                         (8,718)            4,164            (4,887)           6,913
                                                ----------       -----------     -------------     ------------
        Income (loss) before income
        taxes and minority interest                  9,757             5,458           (23,446)           1,526

INCOME TAX EXPENSE (BENEFIT)                         5,279             8,354            (4,730)           8,897
                                                ----------       -----------     -------------     ------------
        Income (loss) before minority interest       4,478            (2,896)          (18,716)          (7,371)

MINORITY INTEREST                                      510               747             1,205            1,348
                                                ----------       -----------     -------------     ------------
        Net income (loss)                       $    3,968       $    (3,643)    $     (19,921)    $     (8,719)
                                                ==========       ===========     =============     ============

EARNINGS (LOSS) PER SHARE:
     Basic                                      $     0.16       $     (0.17)    $       (0.88)    $      (0.41)
                                                ==========       ===========     =============     ============
     Diluted                                    $     0.15       $     (0.17)    $       (0.88)    $      (0.41)
                                                ==========       ===========     =============     ============

WEIGHTED AVERAGE SHARES:
     Basic                                          25,470            21,410            22,762           21,428
                                                ==========       ===========     =============     ============
     Diluted                                        26,091            21,410            22,762           21,428
                                                ==========       ===========     =============     ============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       4

<PAGE>

                      EXIDE CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                 For the Nine Months Ended
                                                                               -----------------------------
                                                                               December 31,        January 2,
                                                                                   2000               2000
                                                                               -----------         ---------
<S>                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                   $   (19,921)         $   (8,719)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities -
        Depreciation and goodwill amortization                                     69,714              74,385
        Amortization of deferred financing costs                                    3,530               2,704
        (Gain) loss on asset sales                                                (13,000)              3,175
        Purchased research & development                                                -              14,262
        Deferred income taxes                                                     (12,467)             (2,272)
        Amortization of original issue discount on notes                            8,225               7,491
        Provision for losses on accounts receivable                                 5,777               4,988
        Provision for restructuring and other                                      39,181                   -
        Provision for severance and patent infringement litigation                      -                 400
        Minority interest                                                           1,205               1,348
   Net proceeds from sales of receivables                                         161,821               4,208
   Changes in assets and liabilities excluding
     effects of acquisitions and divestitures -
        Receivables                                                               (65,452)            (97,272)
        Inventories                                                                 2,365              39,812
        Prepaid expenses and other                                                  1,059               1,316
        Payables                                                                  (33,957)            (14,711)
        Accrued expenses                                                           (9,313)            (42,450)
        Noncurrent liabilities                                                    (21,857)            (13,333)
        Other, net                                                                (26,949)             (1,438)
                                                                               ----------          ----------
          Net cash provided by (used in) operating activities                      89,961             (26,106)

CASH FLOWS FROM INVESTING ACTIVITIES:
   GNB acquisition, net of cash acquired of $17,098                              (320,902)                  -
   Other acquisitions of certain businesses, net of cash acquired                       -              (2,700)
   Capital expenditures                                                           (38,248)            (44,766)
   Proceeds from sale of assets                                                    36,919              46,534
   Insurance proceeds from fire damage                                                  -                 807
                                                                               ----------          ----------
          Net cash used in investing activities                                  (322,231)               (125)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in short-term borrowings                                                  967              14,774
   Borrowings under Global Credit Facilities Agreement                            523,617             504,751
   Repayments under Global Credit Facilities Agreement                           (491,514)           (462,934)
   GNB acquisition debt                                                           250,000                   -
   Decrease in other debt                                                               -             (10,496)
   Debt issuance costs                                                            (12,000)               (678)
   Dividends paid                                                                  (1,364)             (1,281)
                                                                               ----------          ----------
          Net cash provided by financing activities                               269,706              44,136

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
     CASH EQUIVALENTS                                                                (988)             (1,423)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                          36,448              16,482
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     28,110              20,596
                                                                               ----------          ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $   64,558          $   37,078
                                                                               ==========          ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for -
        Interest (net of amount capitalized)                                  $    75,364          $   80,618
        Income taxes (net of refunds)                                         $     7,682          $   11,096
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                       EXIDE CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2000
                (In thousands, except share and 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, 2000 for further information. The financial information contained herein is
unaudited.

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

The Company acquired GNB Technologies, Inc. (GNB) on September 29, 2000 (see
Note 6).  The Company's stock issuance related to the GNB acquisition is
considered a non cash investing activity in the accompanying consolidated
statements of cash flows. The Company's warrant issuance related to the GNB
acquisition is considered a non cash financing activity in the accompanying
consolidated statements of cash flows.

The diluted earnings per share calculation for the third quarter of fiscal 2001
included the impact of 621,000 net dilutive securities such as options and
warrants.

There is no difference between the weighted average basic and diluted shares in
the current and prior year to date earnings per share calculations, nor the
calculation for the third quarter of fiscal 2000, because the effects of any
outstanding stock options, grants and convertible securities were antidilutive.

Options to purchase approximately 5.3 million and 5.2 million shares at prices
ranging from $9.0625 to $29.50 and $10.125 to $29.50 were outstanding during the
third quarters of fiscal 2001 and fiscal 2000, respectively, but were not
included in the computation of diluted EPS. In fiscal 2001, these options were
not included as the options' exercise prices were greater than the average
market price of the common shares and, in fiscal 2000, these options were not
included since the Company reported a net loss.  These options expire in the
years 2001 to 2010 and 2001 to 2009, respectively.  The current year options
include those granted under the 2000 Broad-Based Stock Incentive Plan.

                                       6
<PAGE>

Total comprehensive income (loss) and its components are as follows:

<TABLE>
<CAPTION>
                               For the Three Months Ended    For the Nine Months Ended
                              -----------------------------------------------------------
                              December 31,      January 2,   December 31,     January 2,
                                  2000            2000          2000             2000
                              -----------      ----------    -----------     ----------
<S>                          <C>              <C>           <C>             <C>
Net income (loss)             $     3,968      $  (3,643)    $  (19,921)     $  (8,719)
Change in cumulative
 translation adjustment            15,625        (21,121)        (3,942)       (26,061)
                              -----------      ----------    -----------     ----------
Total comprehensive
 income (loss)                $    19,593      $ (24,764)    $  (23,863)     $ (34,780)
                              ===========      ==========    ===========     ==========
</TABLE>


SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities", as
amended by SFAS No. 138 "Accounting for Certain Derivative Instruments and
Certain Hedging Activities", establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities.  It requires that entities recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  The Company is currently
evaluating the impact of the statement and will be required to adopt it in the
first quarter of fiscal 2002.

The Securities and Exchange Commission ("SEC") has issued Staff Accounting
Bulletin 101 (SAB101)  which provides guidance on revenue recognition.  This
bulletin is effective for the Company in the fourth quarter of fiscal 2001. The
Company is currently evaluating the impact of SAB101 on its financial
statements.


(2)  INVENTORIES
----------------

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

                                           December 31,        March 31,
                                              2000               2000
                                          --------------     -------------

Raw materials                              $    122,441       $   111,168
Work-in-process                                 107,651            64,412
Finished goods                                  287,624           230,140
                                          --------------     -------------
                                           $    517,716       $   405,720
                                          ==============     =============


(3)  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

                                       7

<PAGE>

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.

  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 58 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 four Superfund sites.
  Other than these sites, the Company's allocation exceeds 5% at only eight
  sites for which the Company's share of liability has not been paid as of
  December 31, 2000. The current allocation at these eight 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.

                                       8
<PAGE>

  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.

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 December
31, 2000 the amount of such reserves on the Company's consolidated balance sheet
was $90,100, including $62,000 related to GNB facilities. Of this amount,
$69,700 was included in other noncurrent liabilities. 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.


(4)  COMMITMENTS AND CONTINGENCIES
----------------------------------

Exide is now or recently has been involved in several lawsuits pending in state
and federal courts in Alabama, Mississippi, Pennsylvania and South Carolina,
some of which were brought as purported class actions.  These actions allege
that Exide sold old or used batteries as new batteries, sold defective and
mislabeled batteries and improperly credited customer accounts.  The plaintiffs
in these cases are seeking compensatory and punitive damages and injunctive
relief.

In May 2000, Exide and counsel for the plaintiffs agreed to a settlement,
subject to several material contingencies, applicable notice, and court
approval, in the following battery quality cases: Martin v. Exide, filed July
12, 1998 in the United States District Court for the District of South Carolina
(the "Martin case"); Lush et al. v. Exide, filed November 18, 1999 in the
Circuit Court for Claiborne County, Mississippi; Gamma Group, et al. v. Exide,
filed January 29, 1999 in the United States District Court for the Eastern
District of Pennsylvania and Exide v. East Alabama Auto Parts Anniston, Inc.,
filed April 24, 1996 in the Circuit Court of Calhoun County Alabama (the "East
Alabama case"). The Alabama Attorney General had intervened in the East Alabama
case in November 1999.  The Attorney General's claim was dismissed on November
2, 2000 pursuant to a settlement.  Exide reserved approximately $13,400 for the
settlement of the private claims and the Alabama Attorney General claims in the
fourth quarter of fiscal 2000.  February 16, 2001 is the deadline for potential
class members to decide whether to join the settlement class or to reserve the
right to sue independently.  Additionally, a Fairness Hearing is scheduled with
the court on March 1, 2001.

                                       9
<PAGE>

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.  Discovery in this case is ongoing.

Exide is currently involved in litigation with certain former members of senior
management.  One of these cases, Arthur M. 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.  Mr. Hawkins also
alleges cancellation without notice of 240,406 shares of restricted stock. Exide
has filed a counterclaim asserting fraud, breach of fiduciary duty,
misappropriation of corporate assets and civil conspiracy. 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. All three cases
were stayed at the request of Messrs. Pearson and Gauthier on October 10, 2000
and at the request of Mr. Hawkins on January 24, 2001. The former management
cited the investigation by the U.S. Attorney for the Southern District of
Illinois as a basis for the stay. This investigation is discussed below.

Exide is now involved in several lawsuits pending in state and federal courts in
South Carolina and Pennsylvania.  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.  Finally, 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.  Discovery in
these cases is ongoing.

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
Arthur Hawkins, Alan Gauthier, Douglas Pearson and Joseph 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,

                                       10
<PAGE>

Gauthier and Pearson for violation of the Racketeer Influenced and Corrupt
Organizations Act and tortious interference with a prospective business
opportunity.  Exide has filed a motion to dismiss the two claims against it for
failure to state a claim upon which relief can be granted.  On December 5, 2000,
the Court entered an order staying the proceeding as to all defendants,
including Exide, pending the outcome of the investigation by the U.S. Attorney
for the Southern District of Illinois, discussed below.

On September 13 and October 14, 2000, Exide received subpoenas from the United
States Attorney for the Southern District of Illinois.  The subpoenas seek
documents relating primarily to Exide's past business relationship, under its
former management, with Sears, Roebuck and Co.  Exide is cooperating fully with
this investigation, and is currently conducting discussions with the government
in an effort to bring this matter to resolution.  Based upon positions the
government has taken in recent discussions, the Company now believes that it is
likely that either the Company will be indicted or that it will be required to
enter into a plea agreement which will include a substantial fine.

Exide has repudiated, based on an allegation of fraud in the inducement, a
battery supply contract it had with Advance Stores Company, Inc. ("Advance").
This resulted, on November 3, 2000, in a lawsuit for damages by Advance in the
Western District of Virginia.  This litigation is ongoing.

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, both individually and in the aggregate, will have a material adverse
effect on the Company's financial condition or results of operations, although
quarterly or annual operating results may be materially affected.


(5)  GLOBAL BUSINESS UNIT STRUCTURE REALIGNMENT
-----------------------------------------------

The Company announced in fiscal 2000 a realignment to a customer-focused global
business unit structure, effective April 1, 2000, to allow the Company to more
effectively service all of its customers' needs and requirements.  This strategy
replaced the Company's geographic based structure in place through March 31,
2000.

The Company now 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.  The prior year segment data below has been
restated to reflect the current year presentation.

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
                                         For the Three Months Ended December 31, 2000
                                         --------------------------------------------
                                Industrial             Transportation      Other(a)       Consolidated
                                ----------             --------------      --------       ------------
<S>                             <C>                    <C>              <C>               <C>
Net sales                       $  287,925              $   476,460     $        -         $   764,385

Gross profit                        83,728  (b)              98,568              -             182,296

Operating earnings                  23,491  (c)              22,701        (10,556)  (g)        35,636

<CAPTION>
                                         For the Three Months Ended January 2, 2000
                                         ------------------------------------------
                                Industrial             Transportation      Other(a)       Consolidated
                                ----------             --------------      --------       ------------
<S>                             <C>                    <C>              <C>               <C>
Net Sales                       $  198,823              $   419,705     $        -         $   618,528

Gross profit                        60,475                  111,790 (e)          -             172,265

Operating earnings                  18,252                   38,620 (e)    (20,169)  (f)        36,703

<CAPTION>
                                         For the Nine Months Ended December 31, 2000
                                         -------------------------------------------
                                Industrial             Transportation      Other(a)       Consolidated
                                ----------             --------------      --------       ------------
<S>                             <C>                    <C>              <C>               <C>
Net sales                       $  619,537              $ 1,104,822     $        -         $ 1,724,359

Gross profit                       185,828  (b)             255,309              -             441,137

Operating earnings                  50,968  (c)              26,163 (d)    (20,310)  (g)        56,821

<CAPTION>
                                         For the Nine Months Ended January 2, 2000
                                         -----------------------------------------
                                Industrial             Transportation      Other(a)       Consolidated
                                ----------             --------------      --------       ------------
<S>                             <C>                    <C>              <C>               <C>
Net Sales                       $  536,215      $         1,157,462     $        -         $ 1,693,677

Gross profit                       159,317                  291,881 (e)          -             451,198

Operating earnings                  33,940                   85,501 (e)    (31,943)  (f)        87,498
</TABLE>

(a) Includes certain corporate expenses as well as goodwill amortization.
(b) Includes a $7,800 non-recurring charge related to the earnings effect of
recording inventory at market value at the time of the acquisition of GNB.
(c) Includes $1,491 of restructuring charges (see Note 7) and the $7,800
non-recurring charge described in (b).
(d) Includes $30,000 of restructuring and other non-recurring charges (see Note
7).
(e) Includes a $3,175 non-recurring charge for the divestiture of certain
businesses.
(f) Includes a $14,262 non-recurring charge for the write-off of in process
research and development costs related to the acquisition of a controlling
interest in Lion Compact Energy.
(g) Includes $7,690 of restructuring charges (see Note 7).

                                       12
<PAGE>

(6) 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 approximately $368,000
(including $333,000 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 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.

The acquisition has been accounted for using the purchase method. GNB's results
of operations are included in the accompanying consolidated statement of
operations for the third quarter of fiscal 2001. GNB's preliminary opening
balance sheet is included in the accompanying condensed consolidated balance
sheet as of December 31, 2000. This allocation is preliminary and will likely
change upon resolution of open matters including the completion of appraisals,
the final assessment of certain contingencies including environmental and other
matters, the final identification and notification of additional restructuring
activities (see Note 7), the impact of any deferred taxes and the determination
of purchase price adjustments in accordance with the purchase agreement, if any.

The following unaudited supplemental information reflects the Company's pro
forma results of operations for the periods 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 calculations below also
include the impact of the 4,000 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.


<TABLE>
<CAPTION>
                        For the Three Months Ended   For the Nine Months Ended
                        --------------------------   ---------------------------
                                 January 2,           December 31,    January 2,
                                  2000 (a)             2000 (b)       2000 (c)
                                ------------         -------------   -----------
<S>                            <C>                    <C>           <C>
Net sales                       $    846,760           $ 2,213,674   $ 2,366,929
Net (loss)                      $     (6,510)          $   (35,837)  $   (90,584)
Earnings per share:
   Basic                        $      (0.26)          $     (1.34)  $     (3.56)
   Diluted                      $      (0.26)          $     (1.34)  $     (3.56)
</TABLE>

(a) Includes the Company's charge of $14,300 or $.56 per share, related to the
write-off of in-process research and development costs related to the
acquisition of a controlling interest in Lion Compact Energy and a charge of
$1,937, net of tax or $.08 per share for the divestiture of non-core businesses.

(b) Includes the Company's restructuring and other charges (see Note 7) of
$23,900, net of tax or $.89 per share and GNB restructuring and environmental
charges of $13,237, net of tax or $.49 per share. Also, includes the charge
related to the earnings effect of recording inventory at market value at the
time of the GNB acquisition of $4,758, net of tax or $.18 per share and the gain
on the sale of the Company's interest in Yuasa (see Note 8) of $7,930, net of
tax or $.30 per share.

(c) Includes GNB fixed asset write-downs and restructuring charges of $75,542,
or $2.96 per share.

                                       13
<PAGE>

(7) RESTRUCTURING
-----------------

The Company has been pursuing its strategy of growing its industrial business
and restructuring its transportation business to improve earnings and cash flow.
As part of that strategy, the Company, on September 29, 2000, announced the
first stage of its restructuring plans following the GNB acquisition. The
initial plan included the closure of GNB's Dallas facility, closure of certain
GNB and Exide distribution centers and branches and reductions in sales,
marketing and support staff.

The Company also announced, on August 28, 2000, actions to improve the
profitability of its Transportation business, including the closing of
automotive battery manufacturing operations in Maple, Ontario; merging its
Canadian and U.S. sales organizations; closing 11 North American distribution
facilities and the reduction of its motorsports sponsorships.

As a result of the above actions, in the second quarter of fiscal 2001 the
Company recorded pre-tax charges totaling $30,000 ($18,300 net of tax or $.86
per share) consisting of $25,100 of restructuring costs and $4,900 of merger
integration and other nonrecurring costs. The restructuring charges included
$13,400 for the closure of the Maple, Ontario automotive battery manufacturing
operations, $4,000 for the closure of branches and offices, $7,300 for severance
and other costs for reductions in staff and $400 of other restructuring costs.
Of the total $30,000 charge, $12,300 is cash related and is expected to be spent
within a year.

The Company also recorded $12,000 of restructuring reserves in GNB's preliminary
opening balance sheet related to the above actions, which are expected to be
spent over the next four quarters.

In the third quarter of fiscal 2001 the Company recorded $9,181 of additional
restructuring charges including $5,800 for the consolidation of accounting
functions in Europe and $1,491 for certain restructuring activities in the
Company's European Industrial operations. The remaining charges relate to
ongoing restructuring costs for the plan, announced in the second quarter of
fiscal 2001, to reduce the Company's sales, marketing and support staff, as well
as additional branch restructuring costs.

Through December 31, 2000, $12,300 of charges against the above reserves have
occurred consisting of $5,000 of severance and other cash payments and $7,300 of
asset write-downs. Remaining expenditures will occur over the next several years
as permitted under applicable regulations and in accordance with existing
contracts.

Additional restructuring charges will be recorded in the future as additional
plant closures and consolidation of administrative functions are identified as
part of the Company's program to improve our cost structure and to continue to
integrate GNB's operations.

The Company recorded restructuring charges of $39,336 in the fourth quarter of
fiscal 2000, consisting of $20,000 in severance benefits and $19,336 for
targeted plant and branch closings, primarily related to the realignment to a
customer-focused global business unit structure discussed in Note 5. The charges
related to the Company's planned closures of manufacturing operations and other
facilities, including the Reading, Pennsylvania plant and six branches in the
U.S., as well as the ongoing consolidation of European operations, and includes
headcount reductions of 168 employees in the U.S. and Europe. Through December
31, 2000, $25,835 of charges against the reserve have occurred consisting of
$15,163 of severance and other cash payments (including $12,553 in the first
nine months

                                       14
<PAGE>

of fiscal 2001) and $10,672 of asset write-downs. Remaining expenditures will
occur over the next several years as permitted under applicable regulations and
in accordance with existing contracts.

(8) SALE OF YUASA INVESTMENT
----------------------------

On November 10, 2000 the Company sold its 13.5 percent interest in Yuasa Inc.
for $29,900. The Company reported a pre-tax gain in other income of $13,000 on
the sale of this investment in the third quarter of fiscal 2001.

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

Factors Which Affect Our Financial Performance:

Competition. The Transportation and Industrial battery markets 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 now 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-US sales. In some instances gains in one currency may be
offset by losses in another. Our results for the periods presented were
adversely impacted by the overall weakness in European currencies.

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

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

Lead. Lead is the principal raw material used in the manufacture of batteries,
representing approximately one-third 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 reductions from us, and when lead
prices increase, customers tend to be more accepting of price increases.

Results of Operations

Three months ended December 31, 2000 compared with the three months ended
-------------------------------------------------------------------------
January 2, 2000.
---------------

Net sales increased 23.6% ($145.9 million) to $764.4 million in the third
quarter of fiscal 2001 from $618.5 million in the third quarter of fiscal 2000,
primarily due to the addition of GNB's

                                       15
<PAGE>

operations. The third quarter of fiscal 2001 was the first fiscal quarter
following the closing of the GNB acquisition on September 29, 2000. GNB's net
sales in the third quarter of fiscal 2000 were $228.2 million. The increase
resulting from GNB's operations, along with increased Industrial sales, was
offset by lower Transportation sales volume. Net sales were also negatively
impacted by $63.8 million due to the weaker Euro.

Industrial battery sales for the third quarter of fiscal 2001 were $287.9
million versus $198.8 million in the third quarter of fiscal 2000. GNB's net
sales in its Industrial business were $87.9 million in the third quarter of
fiscal 2000. Currency negatively impacted Industrial net sales by approximately
$33.5 million. The improvement on a constant currency basis resulted from strong
North American and European Industrial demand in our network power markets,
particularly related to telecommunication applications, as well as demand in our
motive power markets, including forklift and other material handling equipment
applications.

Net sales in the Transportation segment increased 13.5% to $476.5 million versus
$419.7 million last year. GNB's net sales in its Transportation business were
$140.3 in the third quarter of fiscal 2000. The addition of GNB's operations
were offset primarily by volume declines in the North American and European
aftermarket sector. Also, currency unfavorably impacted Transportation net sales
by approximately $30.3 million.

Gross profit increased $10.0 million to $182.3 million in the third quarter of
fiscal 2001 from $172.3 million in the third quarter in the prior year. GNB's
gross profit was $35.3 million in the third quarter of fiscal 2000. Weak
European currencies versus the U.S. dollar impacted gross profit by
approximately $18.3 million. The gross profit margin decreased to 23.8% in the
third quarter of fiscal 2001 from 27.9% in the third quarter of fiscal 2000 due
to lower GNB Transportation gross profit margins offset somewhat by the strong
Industrial battery operations and cost reduction measures. Gross profit was also
negatively impacted by the recording of a $7.8 million nonrecurring charge in
cost of sales related to the earnings effect of recording Industrial inventory
at market value at the time of the acquisition of GNB. The Company recorded a
$3.2 million nonrecurring charge in the third quarter of the prior year for the
divestiture of certain non-core businesses.

Industrial battery gross profit was $83.7 million this year versus $60.5 million
last year. GNB's Industrial gross profit was $23.8 million in the third quarter
of fiscal 2000. Strong Industrial demand was offset by $9.9 million in negative
currency impact and the $7.8 million non-recurring charge to cost of sales
described above. Gross margin as a percent of net sales was 29.1% in the current
year versus 30.4% last year. Excluding nonrecurring charges, gross profit was
31.8% this year.

Transportation battery gross profit was $98.6 million this year versus $111.8
million last year with the negative impact of North American and European
aftermarket volume declines primarily causing this decrease, along with a
currency impact of $8.4 million. GNB's gross profit was $11.5 million in the
third quarter of fiscal 2000. Gross margins were 20.7% in the current year
versus 26.6% in the prior year with the decrease primarily attributable to the
inclusion of lower GNB profit margins in the third quarter of fiscal 2001. The
Company recorded a $3.2 million nonrecurring charge in the third quarter of the
prior year for the divestiture of certain non-core businesses.

                                       16
<PAGE>

Selling, general and administrative expenses increased $11.1 million, from
$135.6 million in the third quarter of fiscal 2000 to $146.7 million in the
third quarter of fiscal 2001. GNB had $27.9 million of operating expenses in the
third quarter of fiscal 2000. A charge of $9.2 million was recorded in the
current year for restructuring activities, including $5.8 million for the
consolidation of accounting functions in Europe and $1.5 million for certain
restructuring activities in the Company's European Industrial operations. In the
third quarter of fiscal 2000, the Company recorded a $14.3 million nonrecurring
charge for the write-off of in-process research and development costs related to
the acquisition of a controlling interest in Lion Compact Energy. Weaker
European currencies favorably impacted operating expenses by approximately $14.0
million. Excluding the above, the current year decrease in selling, general and
administrative expenses was primarily due to lower variable operating expenses
due to lower sales levels and the impact of cost-reduction programs.

Operating income was $35.6 million versus $36.7 million last year. Excluding the
impact of non-recurring charges aggregating $17.0 million in the third quarter
of fiscal 2001 and $17.4 million in the third quarter of fiscal 2000 described
above, operating income decreased $1.5 million including the negative impact of
currency translation of approximately $4.3 million. Industrial operating income,
after excluding the $7.8 million non-recurring charge to cost of sales described
above and the $1.5 million restructuring charge described above was $32.8
million, or 11.4% of net sales, this year versus $18.3 million, or 9.2% of net
sales, last year. Transportation operating income, excluding the prior year
divestiture charge of $3.2 million, was $22.7 million, or 4.8% of net sales,
this year versus $41.8 million, or 10.0% of net sales, last year. These changes
are a result of the matters discussed above.

Interest expense increased $7.5 million from $27.1 million to $34.6 million
primarily due to interest charges related to the GNB acquisition financing.

Other (income) expense, net was $(8.7) million in the third quarter of fiscal
2001 versus $4.2 million in the third quarter of fiscal 2000. The change was
primarily due to the $13.0 million gain related to the Company's sale of its
stake in Yuasa, Inc. in the current year. Additional losses on receivables sold
related to the GNB acquisition financing were offset by the impact of currency
transaction gains in the third quarter of fiscal 2001 versus currency
transaction losses in the third quarter of fiscal 2000.

In the third quarter of fiscal 2001, income tax expense of $5.3 million was
recorded on income of $9.8 million. In fiscal 2000, income tax expense of $8.4
million was recorded on income of $5.5 million. The difference between the
federal statutory rate and the effective rate is primarily due to certain
nondeductible goodwill and differences in rates on foreign subsidiaries. Also,
in fiscal 2000 a valuation allowance was recorded on certain tax benefits deemed
not to meet the more likely than not realizable assessment of generally accepted
accounting principles.

Net income of $4.0 million in the third quarter of fiscal 2001 versus a net loss
of $(3.6) million in the third quarter of fiscal 2000 resulted from the items
discussed above.

Nine months ended December 31, 2000 compared with the nine months ended January
-------------------------------------------------------------------------------
2, 2000.
-------

Net sales increased 1.8% ($30.7 million) to $1,724.4 million for the first nine
months of fiscal

                                       17
<PAGE>

2001 from $1,693.7 million for the same period last year. Included in current
year net sales is the addition of GNB's operations beginning in the third fiscal
quarter. GNB's net sales in the third quarter of fiscal 2000 were $228.2
million. The increase resulting from GNB's operations in the third quarter of
fiscal 2001, along with increased Industrial sales, was offset by lower
Transportation sales volume. Net sales were also negatively impacted by $150.8
million due to the weaker Euro.

Industrial battery sales for the first nine months of fiscal 2001 were $ 619.5
million versus $536.2 million in the first nine months of fiscal 2000. GNB's net
sales in its Industrial business were $87.9 million in the third quarter of
fiscal 2000. Currency negatively impacted Industrial net sales by approximately
$81.0 million. The improvement on a constant currency basis resulted from strong
European Industrial demand, as well as strong demand in North America in the
third quarter of fiscal 2001, in our network power markets, particularly related
to telecommunication applications, as well as demand in our motive power
markets, including forklift and other material handling equipment applications.

Net sales in the Transportation segment for the first nine months of fiscal 2001
decreased 4.6% to $1,104.8 million versus $1,157.5 million last year. GNB's net
sales in its Transportation business were $140.3 in the third quarter of fiscal
2000. The addition of GNB's operations were offset primarily by volume declines
in the North American and European aftermarket sector. Also, currency
unfavorably impacted Transportation net sales by approximately $69.9 million.

Gross profit decreased 2.2% ($10.1 million) to $441.1 million for the first nine
months of fiscal 2001 compared to $451.2 million in the same period in the prior
year. GNB's gross profit was $35.3 million in the third quarter of fiscal 2000.
Weak European currencies versus the U.S. dollar negatively impacted gross profit
by approximately $43.5 million. The gross profit margin decreased to 25.6% in
the first nine months of fiscal 2001 from 26.6% for the first nine months of
fiscal 2000 due to weak Transportation gross profit margins offset by the strong
Industrial battery operations and cost reduction measures. Gross profit was also
negatively impacted in the current year by the recording of a $7.8 million
nonrecurring charge in cost of sales related to the earnings effect of recording
Industrial inventory at market value at the time of the acquisition of GNB. The
Company recorded a $3.2 million nonrecurring charge in the third quarter of the
prior year for the divestiture of certain non-core businesses.

Industrial battery gross profit was $185.8 million this year versus $159.3
million last year. GNB's Industrial gross profit was $23.8 million in the third
quarter of fiscal 2000. Strong Industrial demand in the current year was offset
by $24.4 million in negative currency impact and by the $7.8 million non-
recurring charge in the third quarter to cost of sales described above. Gross
margin as a percent of net sales was 30.0% in the current year versus 29.7% last
year.

Transportation battery gross profit was $ 255.3 million this year versus $ 291.9
million last year with the negative impact of North American and European
aftermarket volume declines primarily causing this decrease, along with a
currency impact of $19.1 million. GNB's gross profit was $11.5 million in the
third quarter of fiscal 2000. Gross margins were 23.1% in the current year
versus 25.2% in the prior year with the decrease primarily attributable to the
inclusion of lower GNB profit margins in the third quarter of fiscal 2001. The
Company

                                       18
<PAGE>

recorded a $3.2 million non-recurring charge in the third quarter of the prior
year for the divestiture of certain non-core businesses.

Selling, general and administrative expenses increased $20.6 million, from
$363.7 million in the first nine months of fiscal 2000 to $384.3 million in the
first nine months of fiscal 2001. GNB had $27.8 million of operating expenses in
the third quarter of fiscal 2000. The Company recorded restructuring and other
charges totaling $39.2 million in the current year consisting of $33.8 million
of restructuring costs and $5.4 million of merger integration and other
nonrecurring costs. The restructuring charges included $13.4 million for the
closure of the Maple, Ontario automotive manufacturing operations, $8.3 million
for severance and other costs for reductions in staff, $5.8 million for the
consolidation of accounting functions in Europe, $4.4 million for the closure of
branches and offices, $1.5 million for certain restructuring activities in the
Company's European Industrial operations and $0.4 million of other restructuring
costs. In the third quarter of fiscal 2000, the Company recorded a $14.3 million
nonrecurring charge for the write-off of in-process research and development
costs related to the acquisition of a controlling interest in Lion Compact
Energy. Weaker European currencies favorably impacted operating expenses by
approximately $35.2 million in the first nine months of fiscal 2001. Excluding
the above, the current year decrease in selling, general and administrative
expenses was primarily due to lower variable operating expenses due to lower
sales volume and the impact of cost-reduction programs.

Operating income was $56.8 million versus $87.5 million last year. Excluding the
impact of non-recurring charges aggregating $47.0 million in the first nine
months of fiscal 2001 and $17.4 million in the first nine months of fiscal 2000
described above, operating income decreased $1.1 million including the negative
impact of currency translation of approximately $8.3 million. Industrial
operating income, after excluding the $7.8 million non-recurring charge to cost
of sales described above and the $1.5 million restructuring charge described
above was $60.3 million, or 9.7% of net sales, this year versus $33.9 million,
or 6.3% of net sales, last year. Transportation operating income, excluding the
$30.0 million restructuring charge recorded in the second quarter this year and
the prior year divestiture charge of $3.2 million, was $56.2 million, or 5.1% of
net sales, this year versus $88.7 million, or 7.7% of net sales, last year.
These changes are a result of the matters discussed above.

Interest expense increased $6.1 million from $79.1 million to $85.2 million as a
result of the impact of additional interest charges on the GNB acquisition
financing offset partially by the impact of weaker European currencies.

Other expense, net was $(4.9) million for the first nine months of fiscal 2001
versus $6.9 million in the first nine months of fiscal 2000. The change was
primarily due to the $13.0 million gain related to the Company's sale of its
stake in Yuasa, Inc. The rest of the change was caused by additional losses on
receivables sold related to the GNB acquisition financing in fiscal 2001 and
gains on sales of assets in fiscal 2000 offsetting a more favorable impact from
currency transaction gains and losses in fiscal 2001.

In fiscal 2001, income tax benefits of $4.7 million were recorded on losses of
$23.4 million. In fiscal 2000, income tax expense of $8.9 million was recorded
on income of $1.5 million. The difference between the federal statutory rate and
the effective rate is primarily due to certain nondeductible goodwill and
differences in rates on foreign subsidiaries. Also, in fiscal 2000 a valuation
allowance was recorded on certain tax benefits deemed not to meet the more

                                       19
<PAGE>

likely than not realizable assessment of generally accepted accounting
principles.

The net loss was ($19.9) million in the first nine months of the current year
versus ($8.7) million last year as a result of the items discussed above.

Acquisition of GNB

As discussed in Note 6, 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 $368
million (including $333 million in cash and four million 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 million term loan under
its existing senior secured Global Credit Facilities Agreement, and a $100
million securitization of GNB accounts receivables. The Company also issued
warrants for 1,286,000 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 was generated in
fiscal 2000 and in the current year, and is expected to be generated during the
remainder of fiscal 2001, from the sale of non-core businesses. The Company has
a U.S. receivables purchase agreement and a European receivables purchase
agreement under which the other parties have committed, subject to certain
exceptions, to purchase selected accounts receivable, up to a maximum commitment
of $200.0 million (including GNB receivables) and $175.0 million, 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, reduced working capital requirements, borrowings
under the revolving credit portion of our senior secured Global Credit
Facilities Agreement, the proceeds from sales of accounts receivable under our
securitization facilities and/or sales of non-core businesses and assets.

Earnings before interest, taxes, depreciation and amortization (EBITDA),
excluding discounts on receivables sold, was $142.6 million for the first nine
months this year versus $162.4 million in the prior year. Excluding the
nonrecurring charges described above, EBITDA, on a constant currency basis, was
$193.4 million for the first nine months of this year versus $180.0 last year.
GNB had EBITDA of $16.6 million in the third quarter of fiscal 2000. Cash flows
provided by operating activities were $90.0 million (of which $161.8 million
related to net sales of receivables, including the sale of GNB receivables in
connection with the acquisition) in the first nine months of fiscal 2001. This
compares to cash flows used in

                                       20
<PAGE>

operating activities of $26.1 million (net of $4.2 million related to sales of
receivables) in the first nine months of fiscal 2000. Primary working capital at
the end of the third quarter this year was $671.3 million, as compared to $667.2
million for the same period last year. Primary working capital year on year is
down approximately $90 million, excluding currency impacts, divestitures and
GNB, principally due to inventory reductions. GNB's operations had approximately
$135 million in primary working capital at December 31, 2000.

Our capital expenditures were $38.2 million and $44.8 million in the nine months
ended December 31, 2000 and January 2, 2000, respectively. Capital expenditures
are estimated to be approximately $ 25 million in the fourth quarter of fiscal
2001, including expenditures at GNB facilities.

The Company generated more than $80.0 million in cash and assumed liabilities
from the sale of non-core businesses and other assets in fiscal 2000. On
November 10, 2000 the Company sold its 13.5 percent interest in Yuasa Inc. for
$29.9 million. The Company sold its Sure Start remanufactured starter and
alternator business during the first quarter of this year for total
consideration of $8.0 million, including $3.0 million of cash at closing and
$2.5 million of assumed liabilities. Other asset sales in the first nine months
of fiscal 2001 yielded $4.0 million of additional cash proceeds. Proceeds from
these sales in fiscal 2001 and fiscal 2000 were primarily used to reduce debt.
Businesses planned to be sold in the fourth quarter of fiscal 2001 and first
quarter of fiscal 2002 are expected to generate cash of approximately $ 35
million.

The Company has been pursuing its strategy of growing its Industrial business
and restructuring its Transportation business to improve earnings and cashflow.
As part of that strategy, the Company, on September 29, 2000, announced the
first stage of its restructuring plans following the GNB acquisition. The
initial plan included the closure of GNB's Dallas facility, closure of certain
GNB and Exide distribution centers and branches and reductions in sales,
marketing and support staff.

The Company also announced, on August 28, 2000, actions to improve the
profitability of its Transportation business, including the closing of
automotive battery manufacturing operations in Maple, Ontario; merging its
Canadian and U.S. sales organizations; closing 11 North American distribution
facilities and the restructuring of its motorsports sponsorships. This facility
is currently being redeveloped for Industrial battery manufacturing.

As a result of the above actions, in the second quarter of fiscal 2001 the
Company recorded pre-tax charges totaling $30.0 million ($18.3 million net of
tax). The charges consisted of $25.1 million of restructuring costs and $4.9
million of merger integration and other nonrecurring costs. Of the total $30.0
million charge, $12.3 million will be spent in cash over the next four quarters.
These cash outlays will be offset by prospective operating cost savings.

In the third quarter of fiscal 2001 the Company recorded $9.2 million of
additional restructuring charges including $5.8 million for the consolidation of
accounting functions in Europe and $1.5 million for certain restructuring
activities in the Company's European Industrial operations. The remaining
charges relate to ongoing restructuring costs for the plan, announced in the
second quarter of fiscal 2001, to reduce the Company's sales, marketing and
support staff, as well as additional branch restructuring costs.

                                       21
<PAGE>

The Company also recorded $12.0 million of restructuring reserves in GNB's
preliminary opening balance sheet related to the above actions, which are
expected to be spent within a year.

Through December 31, 2000, $12.3 million of expenditures against the above
reserves have occurred consisting of $5.0 million of severance and other cash
payments and $7.3 million of asset write-downs. Remaining expenditures will
occur over the next several years as permitted under applicable regulations and
in accordance with existing contracts.

In the fourth quarter of fiscal 2000 we recorded $39.3 million of restructuring
charges, related primarily to the Company's realignment to a customer-focused
global business unit strategy. This restructuring consisted of $20.0 million of
severance charges and $19.3 million in asset write-downs and closure costs
related to planned closures of manufacturing operations and other facilities,
including the Reading, Pennsylvania battery plant, certain U.S. branch locations
and the Company's ongoing consolidation of European operations, and included
headcount reductions of 168 employees.

The expected cash portion of the fourth quarter fiscal 2000 charge, largely
related to severance, is primarily being paid out in fiscal 2001. These cash
outlays will be offset by prospective operating cost savings. Cash payments for
severance in the first nine months of fiscal 2001 were approximately $12.6
million. Through December 31, 2000, $25.8 million of charges against the reserve
have occurred consisting of $15.1 million of severance and other cash payments
and $10.7 million of asset writedowns. Remaining expenditures will occur over
the next several years as permitted under applicable regulations and in
accordance with existing contracts.

Additional restructuring charges will be recorded in the future as additional
plant closures and consolidation of administrative functions are identified as
part of the Company's program to improve our cost structure and to continue to
integrate GNB's operations.

Total debt at the end of the third quarter was $1,392.6 million, including the
new debt from the GNB acquisition, as compared to $1,244.2 million at this same
time last year. Our availability under our credit line was approximately $120
million at quarter end. 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 senior secured Global Credit Facilities Agreement debt have
increased approximately 1.5% due to the GNB acquisition. Interest on the GNB
acquisition debt is based on LIBOR plus 4.5%.

We had an interest rate collar agreement, which reduced the impact of changes in
interest rates on a portion of our floating rate debt. The collar agreement
effectively limited the PIBOR (Paris Interbank Offered Rate) base interest rate
on 593.1 million French Francs (U.S. $100 million) of borrowings to no more than
6.6% and no less than 3.5% through December 23, 2000.

We had two currency and interest rate swap agreements which effectively
converted $110.5 million of borrowings under the senior secured Global Credit
Facilities Agreement and certain intercompany loans into 406.2 million French
Francs (U.S. $68.5 million) and 25.2

                                       22
<PAGE>

million British pounds sterling (U.S. $42 million). 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 13.7 million Euros and 3.3
million British pounds sterling, respectively. Simultaneously, the Company
entered into a six month forward contract to continue to hedge these
transactions.

During the fourth quarter of fiscal 2000 the Company assigned 382.5 million
French Francs (U.S. $64.5 million) of its then existing currency and interest
rate swap agreement to a new counterparty and received a cash payment of 8.5
million Euros. Simultaneously, the Company entered into a new 66.8 million Euro
(U.S. $64.5 million) 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 6.2 million Euros. Simultaneously, the Company
entered into a new 73.1 million Euro (U.S. $64.5 million) 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%.

We entered into a $60.0 million two year interest rate swap agreement on October
18, 2000 for which we will pay a quarterly fixed rate of 6.55% and receive a
three month LIBOR rate (currently 6.88%). This swap hedges a portion of the
variable interest exposure on our $900 million 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 million of our U.S. borrowings to no more than 6.5% through July 17,
2003.

Our variable rate based debt was approximately $638 million at December 31,2000
with $130 million of that debt hedged as discussed above.

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.

As of December 31, 2000, 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 deferred tax assets, net of certain valuation allowances, include net
operating loss carryforwards which management believes are 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

                                       23
<PAGE>

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 December 31, 2000. See our Form 10-K for the fiscal year ended March
31, 2000 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 involve 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
certain 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 our European 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, (ix)
the Company's integration of GNB requires substantial management time and is not
without risk and (x) the Company is exposed to fluctuations in interest rates on
our variable rate debt which can affect the Company's results. Therefore, the
Company cautions each reader of this report to carefully consider those factors
set forth above, 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.

Exide is now or recently has been involved in several lawsuits pending in state
and federal courts in Alabama, Mississippi, Pennsylvania and South Carolina,
some of which were brought as purported class actions. These actions allege that
Exide sold old or used batteries as new batteries, sold defective and mislabeled
batteries and improperly credited customer accounts. The plaintiffs in these
cases are seeking compensatory and punitive damages and injunctive relief.

In May 2000, Exide and counsel for the plaintiffs agreed to a settlement,
subject to several material contingencies, applicable notice, and court
approval, in the following battery quality cases: Martin v. Exide, filed July
12, 1998 in the United States District Court for the District of South Carolina
(the "Martin case"); Lush et al. v. Exide, filed November 18, 1999 in the
Circuit Court for Claiborne County, Mississippi; Gamma Group, et al. v. Exide,
filed January 29, 1999 in the United States District Court for the Eastern
District of Pennsylvania and Exide v. East Alabama Auto Parts Anniston, Inc.,
filed April 24, 1996 in the Circuit Court of Calhoun County Alabama (the "East
Alabama case"). The Alabama Attorney General had intervened in the East Alabama
case in November 1999. The Attorney General's claim was dismissed on November 2,
2000 pursuant to a settlement. Exide reserved approximately $13.4 million for
the settlement of the private claims and the Alabama Attorney General claims in
the fourth quarter of fiscal 2000. February 16, 2001 is the deadline for
potential class members to decide whether to join the settlement class or to
reserve the right to sue independently. Additionally, a Fairness Hearing is
scheduled with the court on March 1, 2001.

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 million. 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. Discovery in this case is ongoing.

Exide is currently involved in litigation with certain former members of senior
management. One of these cases, Arthur M. 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. Mr. Hawkins also
alleges cancellation without notice of 240,406 shares of restricted stock. Exide
has filed a counterclaim asserting fraud, breach of fiduciary duty,
misappropriation of corporate assets and civil conspiracy. 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. All three cases
were stayed at the request of Messrs. Pearson and Gauthier on October 10, 2000
and at the request of Mr. Hawkins on January 24, 2001. The former management
cited the investigation by the U.S. Attorney for the Southern District of
Illinois as a basis for the stay. This investigation is discussed below.

                                       26
<PAGE>

Exide is now involved in several lawsuits pending in state and federal courts in
South Carolina and Pennsylvania. 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. Finally, 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. Discovery in these
cases is ongoing.

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
Arthur Hawkins, Alan Gauthier, Douglas Pearson and Joseph 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. Exide has filed a motion to dismiss the two claims against it for
failure to state a claim upon which relief can be granted. On December 5, 2000,
the Court entered an order staying the proceeding as to all defendants,
including Exide, pending the outcome of the investigation by the U.S. Attorney
for the Southern District of Illinois, discussed below.

On September 13 and October 14, 2000, Exide received subpoenas from the United
States Attorney for the Southern District of Illinois. The subpoenas seek
documents relating primarily to Exide's past business relationship, under its
former management, with Sears, Roebuck and Co. Exide is cooperating fully with
this investigation, and is currently conducting discussions with the government
in an effort to bring this matter to resolution. Based upon positions the
government has taken in recent discussions, the Company now believes that it is
likely that either the Company will be indicted or that it will be required to
enter into a plea agreement which will include a substantial fine.

Exide has repudiated, based on an allegation of fraud in the inducement, a
battery supply contract it had with Advance Stores Company, Inc. ("Advance").
This resulted, on November 3, 2000, in a lawsuit for damages by Advance in the
Western District of Virginia. This litigation is ongoing.

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, both individually and in the aggregate, will have a material adverse
effect on the Company's financial condition or results of operations, although
quarterly or annual operating results may be materially affected.

                                       27
<PAGE>

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

The Company's Amended and Restated By-Laws have been amended as summarized, in
part, below:

The Company's annual meeting of stockholders shall be held at such date and time
as may be designated by the Company's Board of Directors. The Company must give
written or printed notice to its stockholders and directors no later than ten
(10) days before any meeting where the Company's stockholders are required or
permitted to take action. A stockholder wanting to transact business at the
annual meeting of stockholders must give notice to the secretary of the Company
no earlier than one hundred twenty (120) and no later than ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting. A
stockholder desiring to introduce an item of business at the Company's 2001
Annual Meeting must deliver written notice to the secretary of the Company no
earlier than April 12, 2001 and no later than May 12, 2001.

The Company's Amended and Restated By-Laws are filed herewith as Exhibit 3.1.

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

     (c) Exhibits.

          3              Amended and Restated By-Laws of the Registrant.

         10.1            Exide Corporation 2000 Broad-Based Stock Incentive
                         Plan, incorporated by reference to Exhibit 99 of the
                         Registrant's December 20,2000 Registration Statement on
                         Form S-8 (file No. 333-52266).

         10.2            Exide Corporation Non-Employee Directors Deferred Fee
                         Plan

                                       28
<PAGE>

     (d)  Reports on Form 8-K.

          On October 16, 2000, the Company filed a report on Form 8-K reporting
          under Item 2 the GNB acquisition.

          On November 20, 2000, the Company filed a report on Form 8-K reporting
          under Item 5 an amendment to the Company's Rights Agreement with
          American Stock Transfer and Trust Company.

          On December 13, 2000, the Company filed a report on Form 8-K/A
          reporting under Item 7 certain required financial statements and pro
          forma financial information related to the GNB acquisition.

                                       29
<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:  February 7, 2001                  By:  /s/ Kevin R. Morano
      -------------------------------         ---------------------------------
                                                    Kevin R. Morano
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                       30