##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal quarter ended June 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-11263
 
 EXIDE TECHNOLOGIES
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
(State or other jurisdiction of
incorporation or organization)
    
    23-0552730
(I.R.S. Employer
Identification Number)13000 Deerfield Parkway,
Building 200
Alpharetta, Georgia
(Address of principal executive offices)
    
    30004
(Zip Code)
 (678) 566-9000
(Registrants telephone number, including area code)
 
 þ  ̈
 þ o
 þ o




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1 FINANCIAL STATEMENTS (UNAUDITED)
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED JUNE 30, 2005 (SUCCESSOR COMPANY),
FOR THE PERIOD MAY 6, 2004 TO JUNE 30, 2004 (SUCCESSOR
COMPANY) AND FOR THE PERIOD APRIL 1, 2004 TO MAY 5, 2004
(PREDECESSOR COMPANY)
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30,
2005 AND MARCH 31, 2005 (SUCCESSOR COMPANY)
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED JUNE 30, 2005 (SUCCESSOR COMPANY),
FOR THE PERIOD MAY 6, 2004 TO JUNE 30, 2004 (SUCCESSOR
COMPANY), AND FOR THE PERIOD APRIL 1, 2004 TO MAY 5, 2004
(PREDECESSOR COMPANY)
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    19Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    27Item 4 CONTROLS AND PROCEDURES
    
    
    27PART II. OTHER INFORMATIONItem 1 LEGAL PROCEEDINGS
    
    
    31Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    31Item 3 DEFAULTS UPON SENIOR SECURITIES
    
    
    31Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    31Item 5 OTHER INFORMATION
    
    
    31Item 6 EXHIBITS
    
    
    31SIGNATURES
    
    
    32EX-31.1 SECTION 302 CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICEREX-31.2 SECTION 302 CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FIANCIAL OFFICEREX-32 CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements (Unaudited)
 EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited, in thousands, except per-share data)
 SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    for the Period
    
    for the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004NET SALES
    
    $
    669,332
    
    
    $
    397,928
    
    
    $
    214,607COST OF SALES
    
    
    567,116
    
    
    
    333,129
    
    
    
    179,137Gross profit
    
    
    102,216
    
    
    
    64,799
    
    
    
    35,470EXPENSES:Selling, marketing and advertising
    
    
    71,073
    
    
    
    41,288
    
    
    
    24,504General and administrative
    
    
    43,738
    
    
    
    23,389
    
    
    
    17,940Restructuring and impairment
    
    
    2,901
    
    
    
    2,447
    
    
    
    602Other (income) expense, net
    
    
    3,400
    
    
    
    (42,876
    )
    
    
    6,222Interest expense, net
    
    
    16,100
    
    
    
    6,026
    
    
    
    8,870137,212
    
    
    
    30,274
    
    
    
    58,138Income (loss) before
reorganization items, income
taxes and minority interest
    
    
    (34,996
    )
    
    
    34,525
    
    
    
    (22,668
    )REORGANIZATION ITEMS, NET
    
    
    1,372
    
    
    
    1,693
    
    
    
    18,434FRESH START ACCOUNTING ADJUSTMENTS, NET
    
    
    
    
    
    
    
    
    
    
    (228,371
    )GAIN ON DISCHARGE OF LIABILITIES SUBJECT TO
COMPROMISE
    
    
    
    
    
    
    
    
    
    
    (1,558,839
    )INCOME TAX BENEFIT
    
    
    (754
    )
    
    
    (828
    )
    
    
    (2,482
    )MINORITY INTEREST
    
    
    95
    
    
    
    33
    
    
    
    26Net income (loss)
    
    $
    (35,709
    )
    
    $
    33,627
    
    
    $
    1,748,564NET INCOME (LOSS) PER SHAREBasic and Diluted
    
    $
    (1.43
    )
    
    $
    1.35
    
    
    $
    63.86WEIGHTED AVERAGE SHARESBasic and Diluted
    
    
    25,000
    
    
    
    25,000
    
    
    
    27,383
  3




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##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands, except per-share data)
 Successor CompanyJune 30, 2005
    
    March 31, 2005ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    66,862
    
    
    $
    76,696Restricted cash
    
    
    824
    
    
    
    1,323Receivables, net of allowance for doubtful accounts of $22,110 and $22,471
    
    
    614,762
    
    
    
    687,715Inventories
    
    
    403,523
    
    
    
    397,689Prepaid expenses and other
    
    
    19,175
    
    
    
    21,275Deferred financing costs, net
    
    
    1,759
    
    
    
    1,725Deferred income taxes
    
    
    2,133
    
    
    
    4,305Total current assets
    
    
    1,109,038
    
    
    
    1,190,728PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    752,668
    
    
    
    799,763OTHER ASSETS:Intangible Assets, net
    
    
    191,207
    
    
    
    192,854Investments in affiliates
    
    
    6,648
    
    
    
    9,010Deferred financing costs, net
    
    
    12,024
    
    
    
    12,784Deferred income taxes
    
    
    53,408
    
    
    
    55,896Other
    
    
    28,381
    
    
    
    29,745291,668
    
    
    
    300,289Total assets
    
    $
    2,153,374
    
    
    $
    2,290,780LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Short-term borrowings
    
    $
    12,006
    
    
    $
    1,595Current maturities of long-term debt
    
    
    36,020
    
    
    
    632,116Accounts payable
    
    
    308,910
    
    
    
    340,480Accrued expenses
    
    
    353,366
    
    
    
    385,521Warrants liability
    
    
    3,062
    
    
    
    11,188Total current liabilities
    
    
    713,364
    
    
    
    1,370,900LONG-TERM DEBT
    
    
    617,808
    
    
    
    20,047NONCURRENT RETIREMENT OBLIGATIONS
    
    
    317,616
    
    
    
    329,628NONCURRENT DEFERRED TAX LIABILITY
    
    
    21,904
    
    
    
    24,178OTHER NONCURRENT LIABILITIES
    
    
    99,452
    
    
    
    106,004Total liabilities
    
    
    1,770,144
    
    
    
    1,850,757COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    MINORITY INTEREST
    
    
    12,215
    
    
    
    12,764STOCKHOLDERS EQUITYPreferred stock, $0.01 par value, 1,000 shares authorized, 0 shares issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 61,500 shares authorized, 24,510 and 24,407 shares issued and
outstanding
    
    
    234
    
    
    
    234Additional paid-in capital
    
    
    888,157
    
    
    
    888,157Accumulated deficit
    
    
    (502,632
    )
    
    
    (466,923
    )Accumulated other comprehensive income (loss)
    
    
    (14,744
    )
    
    
    5,791Total stockholders equity
    
    
    371,015
    
    
    
    427,259Total liabilities and stockholders equity
    
    $
    2,153,374
    
    
    $
    2,290,780
  4




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##### Table of Contents



EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
 SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    for the Period
    
    for the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (35,709
    )
    
    $
    33,627
    
    
    $
    1,748,564Adjustments to reconcile net income (loss) to net cash used in
operating activitiesDepreciation and amortization
    
    
    30,341
    
    
    
    21,699
    
    
    
    7,848Gain on discharge of liabilities subject to compromise
    
    
    
    
    
    
    
    
    
    
    (1,558,839
    )Fresh Start accounting adjustments, net
    
    
    
    
    
    
    
    
    
    
    (228,371
    )Unrealized gain on Warrants
    
    
    (8,126
    )
    
    
    (43,612
    )
    
    
    Net loss on asset sales
    
    
    1,596
    
    
    
    
    
    
    
    Provision for doubtful accounts
    
    
    1,426
    
    
    
    590
    
    
    
    473Non-cash provision for restructuring
    
    
    5
    
    
    
    84
    
    
    
    18Reorganization items, net
    
    
    1,372
    
    
    
    1,693
    
    
    
    18,434Minority interest
    
    
    95
    
    
    
    33
    
    
    
    26Amortization of deferred financing costs
    
    
    454
    
    
    
    
    
    
    
    1,251Changes in assets and liabilities, excluding effects of Fresh
Start accounting, acquisitions and divestituresReceivables
    
    
    42,282
    
    
    
    (5,781
    )
    
    
    45,924Inventories
    
    
    (22,687
    )
    
    
    (17,317
    )
    
    
    (10,873
    )Prepaid expenses and other
    
    
    2,147
    
    
    
    572
    
    
    
    286Payables
    
    
    (18,414
    )
    
    
    3,576
    
    
    
    (20,967
    )Accrued expenses
    
    
    (17,058
    )
    
    
    (3,536
    )
    
    
    (20,564
    )Noncurrent liabilities
    
    
    (5,192
    )
    
    
    (588
    )
    
    
    (294
    )Other, net
    
    
    11,962
    
    
    
    (6,849
    )
    
    
    9,898Net cash used in operating activities
    
    
    (15,506
    )
    
    
    (15,809
    )
    
    
    (7,186
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (11,545
    )
    
    
    (8,332
    )
    
    
    (7,152
    )Proceeds from sales of assets
    
    
    9,982
    
    
    
    3,600
    
    
    
    2,800Net cash used in investing activities
    
    
    (1,563
    )
    
    
    (4,732
    )
    
    
    (4,352
    )CASH FLOWS FROM FINANCING ACTIVITIES:Increase in short-term borrowings
    
    
    11,352
    
    
    
    376
    
    
    
    2,425Repayments under 9.125% Senior Notes (Deutschemark denominated)
    
    
    
    
    
    
    
    
    
    
    (110,082
    )Borrowings under Replacement DIP Credit Facility
    
    
    
    
    
    
    
    
    
    
    121,258Repayments under Replacement DIP Credit Facility
    
    
    
    
    
    
    
    
    
    
    (452,875
    )Borrowings under Senior Secured Credit Facility
    
    
    
    
    
    
    
    
    
    
    500,000Currency swap
    
    
    (12,084
    )
    
    
    
    
    
    
    Increase (decrease) in other debt
    
    
    9,733
    
    
    
    2,776
    
    
    
    (2,412
    )Financing costs and other
    
    
    
    
    
    
    
    
    
    
    (23,146
    )Net cash provided by financing activities
    
    
    9,001
    
    
    
    3,152
    
    
    
    35,168EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    (1,766
    )
    
    
    766
    
    
    
    (1,447
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (9,834
    )
    
    
    (16,623
    )
    
    
    22,183CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    76,696
    
    
    
    59,596
    
    
    
    37,413CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    66,862
    
    
    $
    42,973
    
    
    $
    59,596
  5




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EXIDE TECHNOLOGIES AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 
(In thousands, except share and per-share data)
(Unaudited)
 (1) BASIS OF PRESENTATION
       6




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(2) FRESH START REPORTING
   (3) WARRANTS
  7




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(4) COMPREHENSIVE INCOME (LOSS)
  Successor
    
    SuccessorCompany
    
    Company
    
    Predecessorfor the
    
    for the
    
    CompanyThree Months
    
    Three the Period
    
    For the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June
30, 2004
    
    May 5, 2004Net income (loss)
    
    $
    (35,709
    )
    
    $
    33,627
    
    
    $
    1,748,564Change in cumulative translation adjustment
    
    
    (20,535
    )
    
    
    (6,054
    )
    
    
    (7,591
    )Total comprehensive income (loss)
    
    $
    (56,244
    )
    
    $
    27,573
    
    
    $
    1,740,973
 (5) REORGANIZATION ITEMS, NET
  SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    For the Period
    
    For the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004Professional fees
    
    $
    828
    
    
    $
    1,693
    
    
    $
    18,515Interest income
    
    
    
    
    
    
    
    
    
    
    (81
    )Other
    
    
    544
    
    
    
    
    
    
    
    Total reorganization items, net
    
    $
    1,372
    
    
    $
    1,693
    
    
    $
    18,434Gain on settlement of liabilities subject
to compromise and recapitalization (Note
2)
    
    
    
    
    
    
    
    
    
    
    (1,558,839
    )Fresh Start accounting adjustments (Note 2)
    
    
    
    
    
    
    
    
    
    
    (228,371
    )Loss (gain) on reorganization items
    
    $
    1,372
    
    
    $
    1,693
    
    
    $
    (1,768,776
    )
   Professional fees
  8




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Interest income
  Other
  (6) INTANGIBLE ASSETS, NET
   Successor
    
    SuccessorCompany
    
    CompanyJune 30, 2005
    
    March 31, 2005Trademarks and tradenames, not subject to amortization
    
    $
    56,331
    
    
    $
    56,331Trademarks and tradenames, subject to amortization
    
    
    11,631
    
    
    
    11,885Customer relationships
    
    
    100,840
    
    
    
    101,938Technology
    
    
    22,405
    
    
    
    22,700$
    191,207
    
    
    $
    192,854
 (7) INVENTORIES
  Successor
    
    SuccessorCompany
    
    CompanyJune 30, 2005
    
    March 31, 2005Raw materials
    
    $
    63,027
    
    
    $
    62,552Work-in-process
    
    
    76,522
    
    
    
    76,097Finished goods
    
    
    263,974
    
    
    
    259,040$
    403,523
    
    
    $
    397,689
 (8) OTHER ASSETS
  Successor
    
    SuccessorCompany
    
    CompanyJune 30, 2005
    
    March 31, 2005Deposits
    
    $
    10,161
    
    
    $
    10,211Capitalized software, net
    
    
    8,987
    
    
    
    10,390Loan to affiliate
    
    
    4,930
    
    
    
    4,930Other
    
    
    4,303
    
    
    
    4,214$
    28,381
    
    
    $
    29,745
  9




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(9) DEBT
   Successor
    
    SuccessorCompany
    
    CompanyJune 30, 2005
    
    March 31, 2005Senior Secured Credit Facility
    
    $
    260,675
    
    
    $
    266,47010.5% Senior Secured Notes due 2013
    
    
    290,000
    
    
    
    290,000Floating Rate Convertible Senior Subordinated Notes due 2013
    
    
    60,000
    
    
    
    60,000Other, including capital lease obligations and other loans
at interest rates generally ranging from 0.0% to 11.0% due
in installments through 2015 (1)
    
    
    43,153
    
    
    
    35,693Total
    
    
    653,828
    
    
    
    652,163Lesscurrent maturities (2)
    
    
    36,020
    
    
    
    632,116$
    617,808
    
    
    $
    20,047
  
 (1)
    
    Includes various operating lines of credit and working capital facilities maintained by
certain of the Companys non-U.S. subsidiaries.(2)
    
    At March 31, 2005, the Company reclassified its borrowings under the Credit Agreement, the
10.5% Senior Secured Notes and the Floating Rate Convertible Senior Subordinated Notes as
current as a result of a default under the Credit Agreement. During the first fiscal quarter
of 2006, the Company secured an amendment and received a waiver of the default described
above. With the waiver, the long-term portion of the Credit Agreement and the Notes no longer
require classification as current. (10) INTEREST EXPENSE, NET
   (11) OTHER (INCOME) EXPENSE, NET
  10




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SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    For the Period
    
    For the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004Net loss on asset sales
    
    $
    1,596
    
    
    $
    
    
    
    $
    Equity income
    
    
    (535
    )
    
    
    (220
    )
    
    
    (164
    )Currency (gain) loss (1)
    
    
    11,674
    
    
    
    (1,100
    )
    
    
    6,283Gain on revaluation of Warrants
    
    
    (8,126
    )
    
    
    (43,612
    )
    
    
    (Gain) loss on revaluation and
settlement of foreign currency
forward contract (2)
    
    
    (1,081
    )
    
    
    2,206
    
    
    
    Other
    
    
    (128
    )
    
    
    (150
    )
    
    
    103$
    3,400
    
    
    $
    (42,876
    )
    
    $
    6,222
 
 (1)
    
    During the three months ended June 30, 2005, the currency loss is primarily from the
remeasurement of U.S. dollar-denominated borrowings under the European tranche of the Credit
Agreement and Euro-denominated intercompany borrowings in North America. In the period April
1, 2004 to May 5, 2004, the Company recognized net currency losses primarily from the
remeasurement of U.S. dollar-denominated intercompany borrowings in the United Kingdom.(2)
    
    In the three months ended June 30, 2005 and the period May 6, 2004 to June 30, 2004, the
Company recognized net (gains) losses on the marked-to-market of a foreign currency forward
contract. The contract had a maturity of May 9, 2005 and was settled on that date for a cash
payment of $12,084. (12) EMPLOYEE BENEFITS
  SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    For the Period
    
    For the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004Service cost
    
    $
    2,745
    
    
    $
    1,754
    
    
    $
    856Interest cost
    
    
    8,305
    
    
    
    5,636
    
    
    
    2,798Expected return on plan assets
    
    
    (5,370
    )
    
    
    (3,463
    )
    
    
    (1,638
    )Amortization
    
    
    
    
    
    
    
    
    
    
    839Net periodic benefit cost
    
    $
    5,680
    
    
    $
    3,927
    
    
    $
    2,855
  SuccessorCompany
    
    Successor
    
    Predecessorfor the
    
    Company
    
    CompanyThree Months
    
    For the Period
    
    For the PeriodEnded
    
    May 6, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 5, 2004Service cost
    
    $
    25
    
    
    $
    
    
    
    $
    Interest cost
    
    
    334
    
    
    
    227
    
    
    
    131Amortization
    
    
    
    
    
    
    
    
    
    
    (31
    )Net periodic benefit cost
    
    $
    359
    
    
    $
    227
    
    
    $
    100
  11




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(13) ENVIRONMENTAL MATTERS
  (14) COMMITMENTS AND CONTINGENCIES
  Claims Reconciliation
   Historical Federal Plea Agreement
  Pre-Petition Litigation Settlements
  Private Party Lawsuits and other Legal Proceedings
      12




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Environmental Matters
   .
   13




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Tampa, Florida
  Columbus, Georgia
  Sonalur, Portugal
   Guarantees
   Warranty
   Balance at March 31, 2005
    
    $
    49,030Accrual for warranties provided during the period
    
    
    12,254Settlements made (in cash or credit) during the period
    
    
    (12,878
    )Currency translation
    
    
    (1,372
    )Balance at June 30, 2005
    
    $
    47,034
 (15) RESTRUCTURING AND IMPAIRMENT
    14




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Severance
    
    ClosureCosts
    
    Costs
    
    TotalBalance at March 31, 2005
    
    $
    27,018
    
    
    $
    9,137
    
    
    $
    36,155Charges, Three Months ended June 30, 2005
    
    
    2,070
    
    
    
    831
    
    
    
    2,901Payments and currency translation
    
    
    (7,276
    )
    
    
    (3,015
    )
    
    
    (10,291
    )Balance at June 30, 2005
    
    $
    21,812
    
    
    $
    6,953
    
    
    $
    28,765
  (16) NET INCOME (LOSS) PER SHARE
  (17) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
    15




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conditional asset retirement obligation
 (18) SEGMENT INFORMATION
      For the Three Months Ended June 30, 2005Transportation
    
    Industrial EnergyEurope and
    
    
    
    
    
    Europe andNorth America
    
    ROW
    
    North America
    
    ROW
    
    Other (a)
    
    ConsolidatedSuccessor CompanyNet Sales
    
    $
    218,168
    
    
    $
    179,439
    
    
    $
    67,433
    
    
    $
    204,292
    
    
    $
    
    
    
    $
    669,332Gross Profit (e)
    
    
    30,473
    
    
    
    18,766
    
    
    
    13,000
    
    
    
    39,977
    
    
    
    
    
    
    
    102,216Income (loss) before
reorganization items,
income taxes and
minority interest(b)(e)
    
    
    4,082
    
    
    
    (1,647
    )
    
    
    4,369
    
    
    
    9,563
    
    
    
    (51,363
    )
    
    
    (34,996
    )
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##### Table of Contents



For the Period May 6, 2004 to June 30, 2004Transportation
    
    Industrial EnergyEurope and
    
    
    
    
    
    Europe andNorth America
    
    ROW
    
    North America
    
    ROW
    
    Other (a)
    
    ConsolidatedSuccessor CompanyNet Sales
    
    $
    136,502
    
    
    $
    107,143
    
    
    $
    33,197
    
    
    $
    121,086
    
    
    $
    
    
    
    $
    397,928Gross Profit
    
    
    18,916
    
    
    
    14,991
    
    
    
    7,528
    
    
    
    23,364
    
    
    
    
    
    
    
    64,799Income (loss) before
reorganization items,
income taxes and
minority interest (c)
    
    
    4,962
    
    
    
    2,350
    
    
    
    2,660
    
    
    
    4,206
    
    
    
    20,347
    
    
    
    34,525
 For the Period April 1, 2004 to May 5, 2004Transportation
    
    Industrial EnergyEurope and
    
    
    
    
    
    Europe andNorth America
    
    ROW
    
    North America
    
    ROW
    
    Other (a)
    
    ConsolidatedPredecessor CompanyNet Sales
    
    $
    75,299
    
    
    $
    58,927
    
    
    $
    19,193
    
    
    $
    61,188
    
    
    $
    
    
    
    $
    214,607Gross Profit
    
    
    11,121
    
    
    
    7,850
    
    
    
    4,775
    
    
    
    11,724
    
    
    
    
    
    
    
    35,470Income (loss) before
reorganization items,
income taxes and
minority interest (d)
    
    
    2,413
    
    
    
    691
    
    
    
    1,607
    
    
    
    1,914
    
    
    
    (29,293
    )
    
    
    (22,668
    )
 
 (a)
    
    Other includes shared services and corporate expenses, interest expense, net, currency
remeasurement losses (gains), and gains on revaluation of Warrants.(b)
    
    Includes restructuring charges of $388, $433, $365, $1,092 and $623 within Transportation
North America, Transportation Europe and ROW, Industrial Energy North America, Industrial
Energy Europe and ROW and Other, respectively (see Note 15). Includes gain on revaluation of
Warrants of $8,126 within Other.(c)
    
    Includes restructuring charges of $118, $1,450, $567 and $312 within Transportation North
America, Transportation Europe and ROW, Industrial Energy Europe and ROW and Other,
respectively (see Note 15). Includes gain on revaluation of Warrants of $43,612 within Other.(d)
    
    Includes restructuring charges of $65, $354, $277 and $(94) within Transportation North
America, Transportation Europe and ROW, Industrial Energy Europe and ROW and Other,
respectively (see Note 15).(e)
    
    Results of Transportation North America and Industrial Energy North America for the three
months ended June 30, 2005 reflect a change in the allocation of lead costs between the two
segments as compared to the prior period. Gross Profit and Income (loss) before
reorganization items, income taxes and minority interest of Industrial Energy North America
would have been $1,000 higher and Transportation North America $1,000 lower, if the allocation
change had not been made. (19) STOCK GRANTS AND OPTIONS
    17




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 (In thousands, except per share data)
   Executive Overview
 Business
    Factors Which Affect the Companys Financial Performance
 Lead.
 Competition
 Exchange Rates
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Markets
 Seasonality and weather.
  Interest rates.
 First Quarter of Fiscal 2006 Highlights and Outlook
        19




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Critical Accounting Policies and Estimates
     Results of Operations
 Three months ended June 30, 2005 compared with three months ended June 30, 2004
 Overview
  20




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Net Sales
      Gross Profit
      Expenses
  21




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22




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Reorganization items
  Gain on discharge of liabilities subject to compromise
  Fresh Start accounting adjustments, net
  Income Taxes
  Liquidity and Capital Resources
      23




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24




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Sources of Cash
      Uses of Cash
    25




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Financial Instruments and Market Risk
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risks
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  26




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Changes in Internal Control Over Financial Reporting
     
    
    We are enhancing established policies and procedures for accounting review of month-end
close, account reconciliation processes, journal entries, write-offs, restructuring
related entries, impairment reviews and tax related entries;
    
    Taken steps to reduce the complexity of our consolidation processes, including push-down
of responsibility for current consolidation activities to the appropriate levels in the
organization.
  
    
    Improving our documentation and training related to policies and procedures for the
controls related to our significant accounts and processes;
    
    Hiring additional accounting personnel to focus on our ongoing remediation initiatives and compliance efforts;
    
    Engaging expert resources to assist with worldwide tax planning and compliance;
    
    Re-allocating and/or relocating duties of finance personnel to enhance review and monitoring procedures.
 27




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28




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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
     29




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 
 
 Item 2. Unregistered Sales of Equity 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
 31.1
    
    Certification of Gordon Ulsh, President and Chief Executive Officer,
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.31.2
    
    Certification of J. Timothy Gargaro, Executive Vice President and
Chief Financial Officer, pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.32
    
    Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 Exide TechnologiesBy:

    /S/ J. Timothy GargaroJ. Timothy GargaroExecutive Vice President and Chief Financial OfficerDate: August 9, 2005Exide TechnologiesBy:

    /S/ Ian J. HarvieIan J. HarvieVice President and Corporate ControllerDate: August 9, 2005
 31