<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K
(Mark One)
/X/        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
                     For the fiscal year ended OCTOBER 31, 2000

                                       Or

/ /        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
                   For the transition period from _____ to _____


                        COMMISSION FILE NUMBER 333-52285

                        THE DOE RUN RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

                      NEW YORK                                  13-1255630
        (State or other jurisdiction of                        (IRS Employer
         incorporation or organization)                     Identification No.)

           1801 PARK 270 DRIVE, SUITE 300
                 ST. LOUIS, MISSOURI                               63146
      (Address of principal executive offices)                  (Zip Code)

 (Registrant's telephone number, including area code)     (314) 453-7100


Securities registered pursuant to Section 12(b) of the Act:

        Title of Each Class     Name of Each Exchange On Which Registered
        -------------------     -----------------------------------------
               None                           Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

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

                                                  / /    YES      /X/    NO

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

Number of shares outstanding of each of the issuer's classes of common stock, as
of January 29, 2001:
COMMON STOCK, $.10 PAR VALUE           1,000 SHARES
Aggregate market value of the voting stock held by non-affiliates of the
registrant: $0; all shares of the voting stock of the registrant are owned by
its parent, DR Acquisition Corp.

<PAGE>

<TABLE>
<CAPTION>
                           THE DOE RUN RESOURCES CORPORATION
                                  INDEX TO FORM 10-K

                                                                        Page No.
                                                                        --------
 PART I
<S>                                                                     <C>
        Item 1.     Business                                                   1

        Item 2.     Properties                                                 8

        Item 3.     Legal Proceedings                                         11

        Item 4.     Submission of Matters to a Vote of Security Holders       12

 PART II

        Item 5.     Market for Registrant's Common Equity and Related
                    Stockholder Matter                                        12

        Item 6.     Selected Financial Data                                   13

        Item 7.     Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                       14

        Item 7A.    Quantitative and Qualitative Disclosures About
                     Market Risk                                              24

        Item 8.     Financial Statements and Supplementary Data               24

        Item 9.     Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosures                      88

 PART III

        Item 10.    Directors and Executive Officers of the Registrant        88

        Item 11.    Executive Compensation                                    89

        Item 12.    Security Ownership of Certain Beneficial Owners
                    and Management                                            92

        Item 13.    Certain Relationships and Related Transactions            92

 PART IV

        Item 14.    Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K                                      94

        SIGNATURES                                                           97

        EXHIBIT INDEX                                                        98
</TABLE>

<PAGE>
                                     PART I

ITEM 1.  BUSINESS

         The Doe Run Resources Corporation (the Company) is a producer of base
and precious metals with operations in the United States and Peru. The Company
is the largest integrated lead producer in North America and the largest primary
lead producer in the western world. In Peru, the Company operates the La Oroya
smelter (La Oroya), one of the largest polymetallic processing facilities in the
world offering an extensive product mix of non-ferrous and precious metals,
including silver, copper, zinc, lead and gold.

         All of the Company's issued and outstanding capital stock is indirectly
owned by The Renco Group, Inc. (Renco). Renco is owned by trusts established by
Mr. Ira Leon Rennert, Renco's Chairman and Chief Executive Officer, for himself
and members of his family. As a result of such ownership, Mr. Rennert controls
the Company and its subsidiaries. The Company owns 100% of Doe Run Cayman Ltd.
(Doe Run Cayman), a Cayman Islands corporation. Doe Run Cayman indirectly owns
in excess of 99% of the interest in Doe Run Peru S.R.L. (Doe Run Peru) through
Doe Run Mining S.R.L. (Doe Run Mining), with a DE MINIMIS number of shares owned
by employees of both Doe Run Peru and Empresa Minera del Centro del Peru S.A.
(Centromin) pursuant to Peruvian law. Centromin is the Peruvian government
entity whose subsidiary held the assets and liabilities of La Oroya, which was
purchased pursuant to a Subscription Agreement on October 23, 1997 by Doe Run
Peru. Doe Run Mining and Doe Run Peru are Peruvian corporations.

         The Company's business in the United States includes an integrated
primary lead operation, a secondary lead operation and lead fabrication
operations. In Peru, the Company produces various base metals and precious
metals and has a copper mining and milling operation. These operations will be
discussed in greater detail in the "Overview" sections below. Reference with
respect to operating segment information is hereby made to "Item 8. Financial
Statements and Supplementary Data", Note 14 to the Company's Consolidated
Financial Statements. The Company's business does not involve: 1) seasonal
fluctuations, 2) unusual working capital requirements, 3) significant order
backlog or 4) federal contracting.

OVERVIEW -- U.S. OPERATIONS

         The Company's U.S. primary lead operation consists of two primary
smelters, which obtain concentrates from the Company's six mills and from
purchases in the open market. The mills are supplied with ore mined from eight
production shafts along approximately 40 miles of the Viburnum Trend in
southeastern Missouri, one of the world's most productive lead deposits. As of
October 31, 2000, the Company's U.S. ore reserves consisted of approximately 58
million proven and probable tons, containing grades of 5.78% lead, 1.25% zinc
and .23% copper. The Company also operates a secondary smelter in southeastern
Missouri where it produces lead metal from recycled lead-acid batteries and
other lead bearing materials. Through its subsidiary, Fabricated Products, Inc.
(FPI), the Company produces value-added lead products such as lead oxide, lead
sheet and lead bricks at facilities in Arizona, Washington and Texas. These
operations permit the Company to participate in and manage the entire lead life
cycle from mining lead ore, to producing refined lead metal, to fabricating
value-added lead products, to recycling batteries and other materials containing
lead.

         In fiscal 2000, the Company's U.S. operations shipped approximately
510,000 tons of refined lead metal and lead alloy products, including recycled
lead, representing approximately 22% of North American consumption and 8% of
western world consumption. In 2000, the Company's U.S. operations generated net
sales of $329.0 million and a net loss of $36.2 million.

         Approximately 70% of the U.S. operation's lead metal sales, in 2000,
were to battery manufacturers or their suppliers. Historically the lead-acid
battery has been the dominant technology for automotive and other starting,
lighting and ignition (SLI) batteries. Management believes this will continue to
be the case for the foreseeable future because of its cost competitiveness,
recyclability and existing infrastructure. Refined lead is also used in products
such as computer and television screens, ammunition, stationary batteries used
as backup power sources and rolled and extruded lead products used in radiation
shielding and roofing materials. The market for refined lead continues to grow
primarily as a result of worldwide economic growth. Management believes that
this growth will accelerate in the future as batteries become an even larger
portion of the lead market, particularly in light of the expected economic
growth in developing countries leading to increased vehicle population in those
economies. In addition, industry sources continue to forecast significant growth
in stationary and industrial battery consumption. Because of excellent product
quality, the Company's U.S. operations have a major share of this market
segment.

                                         1
<PAGE>


         Fluctuations in lead and other base metal prices could have a material
adverse effect on the results of operations, financial condition and liquidity
of the Company. These prices are affected by numerous factors beyond the
Company's control, including expectations for inflation, speculative activities,
global and regional demand and production, political and economic conditions and
production costs in major producing regions. The aggregate effect of these
factors is impossible for the Company to predict. The Company, by taking
advantage of its extensive polymetallic ore resources, is somewhat able to
reduce its exposure to metal price volatility through adjustments to its mining
and milling plans to take advantage of prevailing market conditions for lead and
zinc. In addition, sales from tolling services, by-products and fabricated
products provide the Company with sources of revenue largely independent of lead
prices. For the year ended October 31, 2000, approximately 80% of the Company's
net sales, inclusive of La Oroya, were derived from tolling services, metals
processing and other sources less sensitive to lead metal price fluctuations.

         The average market price, determined on the London Metal Exchange
(LME), for refined lead was $.21 per pound in fiscal 2000. Over the past three
years the LME lead price has declined as new mines have been developed in
Australia and Ireland, and as China has increased its lead metal production and
exports. During the second and third quarters of fiscal 2000 lead prices
declined to near historic lows. Despite modest improvement beginning late in the
third quarter, lead prices remain substantially below the ten-year average.

         Management believes that lead prices will recover from the current low
level, as several large lead-producing mines will be depleted beginning in 2001
through 2006. This should significantly reduce western world production and
bring about a deficit in supply versus demand. In recent months there has been a
sharp reduction in LME inventories. Between April 28, and December 31, 2000 the
LME lead inventory balance declined 77 thousand tons or approximately 37%.
During the same time frame, the monthly average LME lead price improved
approximately 10%. Some international commodity consultants are forecasting
higher lead prices in the next two to three years.

OVERVIEW-- PERUVIAN OPERATIONS

         The Company's Peruvian operations consist of the La Oroya smelting
complex, acquired in October 1997, and the Cobriza mine and mill, acquired in
August 1998. La Oroya's unique combination of base metal smelters, refineries
and by-product circuits enable it to process complex polymetallic concentrates
and to produce high quality finished metals and by-products. For the year ended
October 31, 2000, net sales and net income were $486.1 million and $13.1
million, respectively. Refined silver, copper, zinc, lead and gold accounted for
36%, 24%, 19%, 11% and 5%, respectively, of fiscal 2000 net sales. Sales of
various by-products accounted for the balance of fiscal 2000 sales. In 2000, La
Oroya was one of Peru's largest exporters, exporting approximately 88% of its
total shipments to North America, Europe and Asia, as well as other Latin
American countries. Its customers include end-users of base metals and metal
by-products, as well as international metal trading companies.

         La Oroya's operations consist of the smelting and refining of complex
concentrates obtained from Cobriza and other unaffiliated mining operations. La
Oroya typically purchases concentrate feedstock pursuant to contracts where the
cost of concentrates is based on a percentage of the payable base metal and
precious metal content of the concentrates, reduced by processing fees,
treatment charges to refine the concentrates and penalties for impurities within
the concentrates, such as arsenic, antimony and bismuth, which the smelter can
process and sell as by-products. Base metal prices are generally established by
reference to international metal markets, primarily the LME. Treatment charges
and penalties are negotiated with concentrate sellers. They are affected by
numerous factors beyond the Company's control including: expectations for
inflation, global and regional demand for smelter capacity, availability and
quality of concentrates and production costs in major producing regions. The
aggregate effect of these factors is impossible for the Company to predict.
Currently, La Oroya has secured approximately 90% of its concentrate
requirements for fiscal 2001, through material supplied by Cobriza and contracts
with suppliers. For the year ended October 31, 2000, approximately 25% of the La
Oroya smelter's copper concentrate requirements were met by Cobriza,
representing 100% of Cobriza's output.

         Because La Oroya pays for the majority of the metal content of the
concentrates purchased, it derives its operating profit primarily from treatment
charges and penalties. Additional operating profit is generated from the sale of
by-products, as well as from premiums over market prices received on its refined
metal sales. Because La Oroya's metallurgical recoveries are typically greater
than the percentage of metal content paid for, it is able to sell the excess
recoveries and increase its operating profit.

         The markets for La Oroya's products are global and continue to grow as
a result of worldwide economic growth. Given the diversity of its products and
by-products, the Company's financial performance is not solely dependent upon
any single product or by-product. Also, because the La Oroya smelter is
primarily a processor of

                                         2
<PAGE>


complex concentrates that are purchased based on market prices, its financial
performance is less sensitive to the volatility of metal prices.

THE COMPANY'S U.S. OPERATIONS

PRODUCTS AND SERVICES

         The principal products produced by the Company's U.S. operations
include refined lead from primary and secondary sources, zinc and copper
concentrates, fabricated lead products and other by-products. The Company
also generates revenue from tolling fees received for recycling spent
lead-acid batteries and other lead-bearing materials for its customers. The
following table sets forth net sales for the Company's products and services:

<TABLE>
<CAPTION>
                                                  Year Ended October 31,
                                                  ----------------------
                                               2000         1999          1998
                                               ----         ----          ----
                                                  (dollars in thousands)
<S>                                          <C>           <C>           <C>
Primary lead metal sales...............      $192,690      $217,062      $146,227
Secondary lead:
  Tolling..............................        24,230        23,441        21,892
  Metal sales..........................        38,810        31,754        31,110
  Other................................         4,821         5,620         6,547
Zinc concentrates......................        35,452        31,373        25,472
Copper concentrates....................         3,644         3,511         3,679
Fabricated Products....................        26,254        25,699        17,442
Other..................................         3,066         4,380         9,232
                                             --------      --------      --------
  Total................................      $328,967      $342,840      $261,601
                                             ========      ========      ========
</TABLE>

         For each of the years ended October 31, 2000, 1999, and 1998 exports
represented approximately 2% of the U.S. operations' net sales.

CUSTOMERS

         The Company's U.S. operations had approximately 160 lead metal
customers including six of the eight largest lead-acid battery manufacturers in
the world. These six customers accounted for approximately 38% of U.S. net sales
in fiscal 2000. The loss of any of the Company's large customers or curtailment
of purchases by these customers could have a material adverse effect on the
results of operations, financial condition and liquidity of the Company. No
single customer accounted for more than 10% of the U.S. operations' fiscal 2000
net sales.

COMPETITION

         The Company is the largest integrated lead producer in North America
and the largest primary producer in the western world. The Company competes
primarily in the North American market where its competitors are other major
primary and secondary lead producers. Competition within the North American
market is based primarily on quality, price, service, timely delivery and
reliability. Because lead is generally sold on a delivered basis with freight
charges included, the Company's central U.S. location allows it to have
transportation costs significantly lower than its major competitors with
operations outside of North America. Due to its location, the Company is also
able to provide its customers just-in-time delivery at a lower cost than most of
its competitors. In addition, management believes the Company's primary and
secondary production capacities and focus on the lead business as its core
business provide the Company with additional competitive advantages.

RAW MATERIALS

         Lead concentrates are supplied by the Company's mining operations and
purchased from third parties. For a discussion of the Company's mineral
reserves, see "Item 2. Properties -- Ore Reserves." At planned production rates,
U.S. operations expect to purchase approximately 18% of their annual concentrate
requirement. For fiscal 2001, the Company has contracts in place for
approximately 82% of its estimated purchased concentrate requirement. However,
current tightness in the lead concentrate market and barge transportation
problems due to low levels of the Mississippi River and ice have recently made
it difficult to obtain enough suitable lead concentrate feed. As a result,
scheduled

                                         3
<PAGE>


production at the Company's Herculaneum smelter was reduced approximately 8%,
or 5,000 tons from normal operating levels during the first quarter of fiscal
2001. Management cannot predict whether, or how long, these conditions will
continue, or what additional future impact on operations these shortages may
have if they continue.

         The Company's U.S. operations utilize various other raw materials,
principally coke, spent batteries and chemicals and reagents, which are secured
from external sources, primarily on the basis of competitive bid. The Company
believes that it has adequate sources of these raw materials to meet its present
production needs.

POWER

         The electric power source for the majority of the Company's U.S.
operations is Ameren UE, a public utility headquartered in St. Louis, Missouri.
The Viburnum-35 mine and Glover primary smelter obtain their electric power from
Black River Electric Cooperative, a public utility located in Southeastern
Missouri. Natural gas and propane are secured from external sources, primarily
under contracts that are awarded on the basis of competitive bid. The Company
believes that it has adequate power sources to meet its present production
needs. The cost of both natural gas and propane increased significantly during
2000 adversely affecting the Company's results of operations.

ENVIRONMENTAL MATTERS

         The Company's U.S. operations are subject to numerous federal, state
and local environmental laws and regulations governing, among other things, air
emissions, waste water discharge, solid and hazardous waste treatment, and
storage, disposal and remediation of releases of hazardous materials. In common
with much of the mining industry, the Company's facilities are located on sites
that have been used for heavy industrial purposes for decades and may require
remediation. Environmental laws and regulations may become more stringent in the
future which could increase costs of compliance. See "Item 8. Financial
Statements and Supplementary Data", Note 16 to the Company's Consolidated
Financial Statements.

EXPLORATION

         The Company continues to explore actively within the Viburnum Trend,
which is one of the world's most productive lead ore deposits, located in
southeastern Missouri. Historically, such exploration has replaced a substantial
portion of the annual production with additional reserves. Currently,
exploration drilling is being conducted in the vicinity of all eight of the
Company's mines in the Viburnum Trend district, both from the surface and from
underground, for the purpose of delineating additional ore reserves. In
addition, drilling work is being pursued in most of the mines to access ore
beyond the present mining areas. The Company also holds exploration tracts
outside the Viburnum Trend in the U.S. and in the Republic of South Africa that
are being actively explored. In Missouri, 50 miles east of the Viburnum trend,
the Company is performing pre-development work on a lead-zinc-cobalt deposit. In
South Africa, the Company is in the advanced stage of exploring a lead and zinc
deposit approximately 100 miles from Kimberly, in the center of the country. In
fiscal 2000, 1999 and 1998, the Company spent $4.2 million, $4.9 million and
$5.3 million, respectively, on exploration activities, including $2.4 million,
$3.7 million and $4.1 million, respectively, outside the Viburnum Trend.

SAFETY

         Throughout its operations, the Company strongly emphasizes providing
employees a safe working environment through extensive training to ensure safe
work practices and worker knowledge of proper equipment operation. In the U.S.,
the Company's mining and milling operations are regulated by the Mine Safety and
Health Administration of the Department of Labor (MSHA) and its smelting and
fabricating operations by the Occupational Safety and Health Administration of
the Department of Labor (OSHA). The Company believes it has achieved safety
results that are among the best in its industry classifications. In 2000, the
Company's Sweetwater mine was presented the Sentinels of Safety Award, for 1999,
by the National Mining Association and MSHA, for being the safest in the
underground metal mine category. Each year since 1973, one of the mining units
has been named either the safest or second safest underground metal mine in the
United States by MSHA. The Company has achieved the top award 15 times in the
last 28 years. The smelting operations have achieved a strong safety record as
well, with typical loss time accident rates averaging approximately three to
four times better than industry averages in recent years.

EMPLOYEES

         As of October 31, 2000, the Company had 430 active salaried employees
and 1,323 active hourly employees in the United States. Management believes that
its labor relations are good. At October 31, 2000, 141 hourly employees

                                         4
<PAGE>


were represented by Local 7450 of the United Steelworkers of America (USWA).
Effective May 1999, the Company reached a three-year agreement with the
union, with a wage only reopener in May 2001.

THE COMPANY'S PERUVIAN OPERATIONS

PRODUCTS

         La Oroya's principal products include refined silver, copper, zinc,
lead and gold. In addition, La Oroya produces a variety of by-products,
including bismuth, indium, tellurium, antimony, cadmium, selenium, sulfuric
acid, zinc-silver concentrate, zinc sulfate, copper sulfate, arsenic trioxide
and others. The following table sets forth net sales for each of La Oroya's
principal products.

<TABLE>
<CAPTION>
                                 Year Ended October 31,
                                 ----------------------
                              2000         1999 (a)     1998 (a)
                              ----         --------     --------
                                    (dollars in thousands)
         <S>                 <C>           <C>          <C>
         Silver...........   $174,651      $170,023     $157,666
         Copper...........    118,452       102,235      107,242
         Zinc.............     90,564        77,969       74,700
         Lead.............     53,262        54,754       58,424
         Gold Bullion.....     26,345        19,719       18,530
         By-Products......     22,801        32,734       32,758
                             --------      --------     --------
                 Total....   $486,075      $457,434     $449,320
                             ========      ========     ========
         (a)   Prior year figures reflect a reclassification to conform to
               current year presentation.
</TABLE>

CUSTOMERS

         La Oroya had approximately 421 customers in 2000, including a wide
variety of industrial and international trading companies, of which the five
largest accounted for approximately 38% of its net sales. In 2000, approximately
88% of net sales were exported, with sales to North American countries
representing approximately 31% of net sales, followed by Latin America, Asia and
Europe with 22%, 17% and 18% of net sales, respectively. Substantially all of La
Oroya's 2000 metal sales were pursuant to contractual agreements, typically one
year or less. Such contracts generally set forth minimum volumes and pricing
mechanisms. Substantially all of La Oroya's sales were denominated in U.S.
dollars.

COMPETITION

         La Oroya is among the largest metal processing facilities in the world.
Its unique combination of base metal smelters, refineries and by-product
circuits are capable of processing complex concentrates into high quality base
and precious metals. Only three other facilities in the western world have the
capability to treat lead and copper concentrates containing high antimony,
arsenic, bismuth and precious metal values in addition to a variety of residues.
Unlike La Oroya, none of these facilities has a dedicated zinc production
circuit. As a result of La Oroya's proximity to significant sources of
concentrates, management believes that it operates at a geographic competitive
advantage. In addition, La Oroya's proximity to Lima's Callao port provides
ready access to major world markets.

RAW MATERIALS

         La Oroya's primary raw material is concentrate feedstock. In addition,
the Company utilizes various other raw materials, principally water,
electricity, oxygen, coal and fluxes.

         COPPER. During 2000, approximately 60% of the copper concentrates
processed at La Oroya were obtained from the Peruvian domestic market,
approximately 45% of which were supplied by Cobriza. In fiscal 2001, La Oroya
expects to obtain approximately 62% of its copper concentrates from the Peruvian
domestic market, 40% of which will come from Cobriza. The balance of its copper
concentrate requirements will be obtained primarily from neighboring Latin
American countries. The Company believes that sufficient concentrates will be
available to meet its requirements for the foreseeable future.

                                       5
<PAGE>


         ZINC. All of the zinc concentrates processed at La Oroya, during 2000,
were secured from the Peruvian domestic market. La Oroya requires approximately
90,000 tons of zinc metal contained in concentrates per year to maximize
production capacity. With present mine production, the Company believes that
sufficient concentrates will be available to meet its requirements for the
foreseeable future.

         LEAD. Approximately 98% of La Oroya's 2000 lead concentrates were
obtained from the Peruvian domestic market, with the Paragsha and Mahr Tunnel
mines, owned by Volcan Compania Minera S.A., accounting for approximately 41% of
the total feedstock. Because La Oroya has no local Peruvian competitors in lead
smelting, it has a substantial freight advantage for all of the concentrates
produced in Peru, the total of which far exceeds La Oroya's requirements.

         WATER. Water for the La Oroya facility is obtained from three main
sources: the Mantaro River, the Tishgo River and the Cuchimachay Spring.
Management believes these three sources, in addition to numerous adjacent
springs and wells provide adequate water supplies for the facility.

         OTHER. At La Oroya, an oxygen plant supplies oxygen for the oxy-fuel
burners of the reverberatory furnace of the copper smelter and for the blast
furnaces of the lead smelter. The oxygen plant was constructed in 1994 with a
capacity of 353 tons per day. It is owned by a local bank and leased to the
Company under a sale and leaseback agreement. Coal is imported to produce
metallurgic coke for the lead circuit blast furnaces. Fluxes consumed in the
smelting process are supplied primarily from La Oroya's limestone and silica
deposits adjacent to the facility. Management believes that its sources of these
materials are adequate to support operations for the foreseeable future.

         ELECTRICAL POWER. La Oroya receives electric power from Empressa de
Generacion Electrica del Centro S.A., (Egecen), a local electric power company
owned by Centromin. The smelting complex consumes approximately 64 megawatts of
ongoing load, which represents approximately one-third of the capacity of
Egecen. La Oroya has a nine year power supply contract with Egecen, which
management believes will provide sufficient power to La Oroya at satisfactory
long-term rates. The contract expires in October 2007. Most of Cobriza's
electrical power is also provided by Egecen. Cobriza's requirements do not
represent a significant portion of Egecen's capacity.

ENVIRONMENTAL MATTERS

         Modern environmental legislation has been introduced only in the last
decade in Peru. For mining and metallurgical activities, the Ministry of Energy
and Mines (MEM) is the principal regulatory authority. The MEM has issued
"maximum permissible limits" for liquid effluent and air emissions. In addition,
the Consejo Nacional del Ambiente (National Environmental Council) coordinates
government regulations and policies, including the air quality standards for
Peru. The Direccion General de Salud Ambiental (Directorate General of
Environmental Health) (DIGESA), a division of the Ministerio de Salud (Ministry
of Health), issues wastewater discharge permits based on standards governing
receiving water quality. Peruvian law requires all new mining or metallurgical
operations, and existing operations that are undergoing an expansion of over 50%
of installed capacity, to submit to the MEM an Estudio de Impacto Ambiental
(Environmental Impact Study).

         For mining and metallurgical operations in existence prior to 1994,
concession holders (i.e. owner/operators) were required to submit to the MEM an
Evaluacion Ambiental Preliminar (Preliminary Environmental Assessment) (EVAP)
that identified environmental impacts and twelve months of baseline monitoring.
Based on the results of the EVAP, the operator submitted to the MEM a Programa
de Adecuacion y Manejo Ambiental (Environmental Remediation and Management
Program) (PAMA) that consisted of an environmental impact analysis, monitoring
plan and data, mitigation measures and closure plan. The PAMA also sets forth
the actions and corresponding annual investments the concession holder agrees to
undertake in order to achieve compliance with the applicable standards prior to
expiration of the PAMA (ten years for smelters, such as La Oroya's operations,
and five years for any other type of mining or metallurgical operation, like
Cobriza). The required amount of annual investment must not be less than 1% of
annual sales. Once approved, the PAMA functions as the equivalent of an
operating permit with which the operator must comply. After expiration of the
PAMA, the operator must comply with all applicable standards and requirements.
Mining, metallurgical and processing operators must present annual sworn
statements to the MEM that describe their operations and resultant emissions. In
addition, Peruvian environmental law allows operators to enter into a Contrato
de Estabilidad Administrativa Ambiental (Contract for Administrative
Environmental Stabilization) (Environmental Stabilization Agreement) in order to
provide some potential limit to the applicability of new laws during the life of
the PAMA.

                                          6
<PAGE>


         The initial PAMA for La Oroya's predecessor was submitted by Centromin
and approved by the MEM on January 13, 1996. The PAMA was modified in connection
with the acquisition of La Oroya to reflect a reallocation of environmental
responsibilities between Centromin and the Company, and corresponding revisions
were made to the investment schedule. The MEM approved separate PAMAs for
Centromin and the Company and an Environmental Stabilization Agreement for the
Company.

Doe Run Peru has committed under its PAMA to implement the following projects
through December 31, 2006:
    -  New sulfuric acid plants
    -  Treatment plant for the copper refinery effluent
    -  Industrial waste water treatment plant for the smelter and refinery
    -  Improve Huanchan lead and copper slag deposits
    -  Build an arsenic trioxide deposit
    -  Management and disposal of lead and copper slag wastes
    -  Domestic waste water treatment and domestic waste disposal

         La Oroya's operations historically and currently exceed some of the
applicable MEM maximum permissible limits pertaining to air emissions, ambient
air quality and wastewater effluent quality. The PAMA projects, which are more
fully discussed below, have been designed to achieve compliance with these
requirements prior to the expiration of the PAMA on January 13, 2007. No
assurance can be given that implementation of the PAMA projects is feasible or
that their implementation will achieve compliance with the applicable legal
requirements by the end of the PAMA period. The Company requested permission
from the MEM to change certain PAMA projects and the timing of their completion.
However, there can be no assurance that the MEM will approve proposed changes to
the PAMA or that implementation of the changes will not increase the cost of
compliance. Further, there can be no assurance that the Peruvian government will
not, in the future, require compliance with additional environmental regulations
that could adversely affect the Company's business, financial condition or
results of operations. Under the Subscription Agreement, Centromin agreed to
indemnify the Company against environmental liability arising out of its prior
operations, and performance of the indemnity has been guaranteed by the Peruvian
government through the enactment of the Supreme Decree No. 042-97-PCM. However,
there can be no assurance that Centromin will satisfy its environmental
obligations and investment requirements, including those in its PAMA, or that
the guarantee will be honored. Any failure by Centromin to satisfy its
environmental obligations could adversely affect the Company's business,
financial condition or results of operations.

         As part of the acquisitions of La Oroya and Cobriza, the Company
entered into certain agreements with MEM to expand and modernize the operations
of La Oroya and Cobriza, including expenditures to comply with environmental
regulations in Peru, such as those governing the treatment, handling and
disposal of solid wastes, liquid effluent discharges and gaseous emissions.
Principal projects related to environmental matters at the La Oroya smelter
include: 1) building sulfuric acid plants for the metal circuits, 2) new
converter and roaster technology for the copper circuit, 3) replacement of the
roaster equipment for the zinc circuit, 4) water and sewage treatment
facilities, and 5) slag and slimes handling equipment and disposal facilities.
The Company estimates that expenditures related to environmental matters and
related process changes will be approximately $190 million through fiscal 2007.

         The Cobriza mine has a separate PAMA in which the Company has committed
to complete projects to manage tailings, sewage and garbage by mid-2002. After
beginning construction on the largest of the projects, the tailings backfill
project, the revised project cost estimate increased substantially. As a result,
the Company has requested a revision of its PAMA from the MEM, which would allow
it to operate for a time without completing the backfill project. Future
economic and operating conditions could affect the Company's ability to complete
the backfill project. The Company is currently in compliance with its
requirement to reduce emissions from the mine under the PAMA through a decrease
in production. The Company is delaying further spending on the tailing projects
in the PAMA while tailings options, mine plans and cost estimates are reviewed.
At this time, it is not possible to determine whether the MEM will allow the
Company to amend its PAMA. Mine plans and costs could change if the MEM does not
allow the Company to amend its PAMA.

         In conjunction with the MEM agreement, the Company has undertaken a
ten-year capital investment program, which runs through 2007, to enhance various
elements of its operations. The objectives of the capital investment program are
increasing net sales by improving product quality, increasing production
capacity and reducing unit costs. In addition, through planned environmental
expenditures, the Company will endeavor to achieve compliance with environmental
regulations in Peru. Management believes that additional financing will be
necessary in order to fund the capital investment program. The Company is
currently pursuing various financing alternatives in the interest of proceeding
with the capital investment program while maintaining sufficient liquidity.
There can be no assurance that

                                         7
<PAGE>


the pursuit of alternative financing will be successful. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations --Liquidity and Capital Resources."

SAFETY

         In Peru, the MEM is responsible for regulations enacted to minimize
accidents. It conducts annual inspections to ensure compliance with numerous
safety standards. The Company's Peruvian operations suffered three fatal
accidents during 2000 and one in the first month of fiscal 2001 involving two
contract laborers and two employees of the Company. Two of the fatalities
resulted from accidents involving mobile equipment at the Cobriza mine and the
third was the result of a rock fall. The fourth was an accident with an overhead
crane at La Oroya. Management has thoroughly investigated each of these
incidents and reinforced the appropriated safety procedures with the workforce.
Despite these unfortunate incidents, the safety performance of the Peruvian
operations, in terms of both fatalities and lost time accidents, has improved
significantly. Under the Company's management, lost time accidents rates are
lower by more than 50% at La Oroya and more than 65% at Cobriza, compared to
similar periods under the former owner. With further assistance and direction
provided by the U.S. representatives of the Company, the Peruvian operations
will continue to maintain a high regard for safety and health.

EMPLOYEES

         As of October 31, 2000, the Company's Peruvian employees included 983
active salaried employees, 2,248 active hourly employees, and 1,521 people on a
contract basis. There are three unions for hourly employees and two unions for
salaried employees. The principal union representing 79% of the hourly employees
is the Sindicato de Trabajadores Metalurgicos La Oroya (La Oroya Metallurgic
Workers Union). The Sindicato de Trabajadores Ferroviarios La Oroya (La Oroya
Railway Workers Union) and the Sindacato de Trabajudones Cobriza (Cobriza
Workers Union) each represent 4% of the hourly workers. The remaining hourly
workers, 13%, are not affiliated with a union. On July 26, 1998, the Company
entered into a five-year labor agreement with the hourly unions at La Oroya. The
salaried employees are represented by the Sindicato de Empleados Yauli-La Oroya
(Yauli-La Oroya Employees Union), representing 39% of the salaried employees and
by the Sindicato de Empleados Ferroviarios La Oroya (La Oroya Railway Employees
Union), representing 3% of salaried employees. The remaining salaried employees,
58%, are not affiliated with a union. The current salaried employees' labor
agreement continues until December 31, 2002. Management believes the Company's
labor relations are good.

ITEM 2.  PROPERTIES

U.S. OPERATIONS

         The Company's Missouri mining operations utilize eight production
shafts that form a north-south line along approximately 40 miles of the Viburnum
Trend ore body. Three production shafts, Viburnum-28, Viburnum-29 and
Viburnum-35, lie within a five-mile radius east, north and south, respectively,
of Viburnum, Missouri. Viburnum is located approximately 125 miles southwest of
St. Louis, Missouri. The Buick, Brushy Creek, West Fork, Fletcher and Sweetwater
production shafts are within thirty miles of Viburnum.

         The Company also has available six grinding/floatation mills located
near its production shafts. Four of the mills are currently operating. The
Viburnum and West Fork mills are on care and maintenance status. All of the
mining and milling facilities are accessible by state or county roads or
Company-owned haul roads. Products are shipped by truck over public roads or by
rail. The Viburnum and Buick mills have rail access.

                                         8
<PAGE>


           The production capacities of the Company's mills are as follows:

<TABLE>
<CAPTION>
                                            Concentrator Capacity
                            Mill               (Tons per Day)
                        -------------       ---------------------
                        <S>                 <C>
                        Viburnum                   12,000
                        Buick                       7,200
                        Fletcher                    5,000
                        Brushy Creek                5,000
                        West Fork                   4,000
                        Sweetwater                  6,800

</TABLE>

         The Herculaneum primary lead smelter, with a capacity of 250,000 tons
per year, is located approximately 35 miles south of St. Louis on the
Mississippi River in Herculaneum, Missouri. The Company owns the property. The
Herculaneum smelter is the largest primary lead smelter in North America and the
second largest in the world.

         Located in Glover, Missouri, approximately 20 miles southeast of the
Sweetwater production shaft, the Glover primary smelter has a capacity of
approximately 136,000 tons per year. The Company owns the property.

         The secondary lead recycling smelter is located in Boss, Missouri
approximately ten miles south of Viburnum. The Company owns the property. The
annual capacity of the facility is approximately 145,000 tons. The facility
operates under a Resource Conservation and Recovery Act (RCRA) permit allowing
it to handle waste, primarily lead-bearing material.

         The secondary facility submitted a PSD (Prevention of Significant
Deterioration) air permit application to Missouri Department of Natural
Resources, in November 2000, which would allow the facility to expand its
production limit to nearly 193,000 tons annually. The permit review for this
application should be completed by mid to late 2001.

         The Company's fabricated products operations are located in Casa
Grande, Arizona, Vancouver, Washington, and Houston, Texas. All facilities are
leased.

         The Company owns the property where the necessary surface structures
for mining and milling are located. The mineral rights are held either by fee
title or mineral leases with either private landowners or the federal
government. There are also numerous prospecting permits, most of which are for
exploration of new mineral ore deposits. Five of the production leases are
private leases and 11 are government leases. The mineral leases with private
landowners have no expiration periods. The government leases are for a period of
either 10 or 20 years and are renewable. The Company makes royalty payments
under these leases.

The Company's leases from the federal government consist of the following:

<TABLE>
<CAPTION>
                     Number of         Expiration
     Location         Leases              Date
     --------         ------              ----
     <S>             <C>              <C>
     Viburnum              4          March 31, 2018
     Fletcher              2          May 31, 2003
     Buick                 1          October 31, 2004
     Brushy Creek          2          May 31, 2003
     West Fork             1          January 31, 2003
     Sweetwater            1          December 31, 2003

</TABLE>

         The Company's $50 million Senior Secured Notes are secured by a first
priority lien in the Sweetwater and West Fork mine and mill properties and the
Glover smelter property. These properties were acquired from Asarco
Incorporated's Missouri Lead Division (MLD) in September of 1998 (MLD
Acquisition).

                                          9
<PAGE>


ORE RESERVES

         The following table sets forth the mineable reserves, estimated by the
Company, as of October 31, 2000 for the Viburnum Trend mineral deposits and the
Higdon deposit, which is outside the Viburnum Trend.

<TABLE>
<CAPTION>
                           RESERVE --MINEABLE RESERVES
                             AS OF OCTOBER 31, 2000

                                                                Grade+
                                                       -------------------------
                                           Tons         Lead      Zinc   Copper
                                      --------------
                                      (in thousands)
<S>                                   <C>               <C>       <C>    <C>
Proven..............................     12,061         8.01%     1.63%   .32%
Probable............................     46,121         5.20%     1.15%   .20%
                                         ------
    Total Proven and Probable.......     58,182         5.78%     1.25%   .23%
                                         ======
</TABLE>

+        The estimated average extraction recovery, of metals, after allowing
         for expected dilution for lead, zinc and copper are approximately 89%.
         These losses are included in the above reserve table. Estimated average
         metallurgical recoveries for lead, zinc and copper are 96.5%, 83.0% and
         50.0%, respectively. Metallurgical recovery losses have not been
         included in the above reserve table.

         The term "reserve" means that part of a mineral deposit which could be
economically and legally extracted or produced at the time of the reserve
determination. The term "proven (measured) reserves" means reserves for which:
1) quantity is computed from dimensions revealed in outcrops, trenches, workings
or drill holes; grade and/or quality are computed from the results of detailed
sampling and 2) the sites for inspection, sampling and measurement are spaced so
closely and the geologic character is so well defined that size, shape, depth
and mineral content of reserves are well-established. The term "probable
(indicated) reserves" means reserves for which quantity and grade and/or quality
are computed from information similar to that used for proven (measured)
reserves, but the sites for inspection, sampling, and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance, although
lower than that for proven (measured) reserves, is high enough to assume
continuity between points of observation.

PERUVIAN OPERATIONS

         La Oroya's operations are located in central Peruvian Andes town of La
Oroya, approximately 110 miles from the Peruvian capital of Lima and at an
altitude of approximately 12,000 feet above sea level. The complex is linked to
port facilities by highway and railroad service. Most supply sources also have
rail service. The facilities consist of a copper smelter, lead smelter, copper
refinery, lead refinery, copper fabricating plant, zinc refinery, precious
metals refinery, antimony plant, arsenic plant, coke plant, cadmium plant,
maintenance shops and other support facilities. Current production capacities of
primary products are as follows:

<TABLE>
<CAPTION>
            Product                                 Annual Capacity
            -------                                 ---------------
            <S>                                     <C>
            Copper (short tons)                          77,000
            Lead (short tons)                           132,000
            Zinc (short tons)                            86,000
            Silver (thousands of troy ounces)            35,000
            Gold Bullion (thousands of troy ounces)          93
</TABLE>

         The Cobriza mine is located approximately 250 miles southeast of Lima
in the district of San Pedro de Coris, Chucampa Province. Access to the site is
by improved dirt road through rugged terrain. Concentrates produced at the mine
are trucked 130 miles over dirt road to Huancayo and then an additional 70 miles
over paved road to the La Oroya smelter. Cobriza's mill has a capacity of 10,000
tons per day and its current throughput is approximately 4,500 tons per day.

         Landholdings at Cobriza include approximately 2,600 acres of surface
ownership and approximately 128,000 acres of mining concessions. The current
mining operation is located on a portion of the area held. Economic

                                       10
<PAGE>


mineralization outside the existing mining area has not been confirmed. The
Company's estimates, which have not been audited, indicate proven and
probable ore reserves of approximately 6.0 million tons containing
approximately 1.21% copper. The surface structures of the Cobriza mining
operations cover approximately 200,000 square feet.

ITEM 3.  LEGAL PROCEEDINGS

         Doe Run is a defendant in several lawsuits alleging certain damages
from lead emissions stemming from the operations at the Herculaneum smelter. The
cases brought in the Circuit Court 23rd Judicial Circuit at Hillsboro, Jefferson
County, Missouri are: KARLA RICHARDSON ET AL. V. THE DOE RUN RESOURCES CORP., ET
AL, filed September 12, 1995; SARA DIXON, ET AL. V. THE DOE RUN RESOURCES CORP,
filed August 25, 1995; RONALD HEATH, ET AL. V. THE DOE RUN RESOURCES CORP. ET
AL., filed November 20, 1995; ANDREA MASSA, ET AL. V. THE DOE RUN RESOURCES
CORP., ET AL., filed December 8, 1995; GOVREAU, II, ET AL. V. THE DOE RUN
RESOURCES CORP., ET AL, filed May 21, 1999 and CASEY, ET AL. V. THE DOE RUN
RESOURCES CORP., ET AL., filed March 23, 2000. The DIXON and HEATH cases are
class action lawsuits. In the DIXON case, the plaintiffs are seeking to have
certified two separate classes. The first class would consist of property owners
in a certain section of Herculaneum, alleging that property values have been
damaged due to the operations of the smelter. The second class would consist of
children who lived in Herculaneum during a period of time when they were six
months to six years old, and the remedy sought is medical monitoring for the
class. On December 5, 2000, the court denied class certification for both the
alleged property damage class and the alleged medical monitoring class in the
DIXON case. The HEATH case is seeking certification of a class of property
owners allegedly damaged by operations from the smelter, but the potential size
of the class is every homeowner in Herculaneum, Missouri. Preliminary
investigation and research by Doe Run indicates property values in Herculaneum
are consistent with those of surrounding communities and have not been affected
by the smelter. Based on rules for class certification and the reasoning in the
December 5 ruling in the DIXON case by the court, Doe Run believes class
certification is unlikely in the HEATH case.

         The RICHARDSON, MASSA, GOVREAU and CASEY cases are personal injury
actions by seventeen individuals who allege damages from the effects of lead
poisoning they attribute to operations at the smelter and seek punitive damages
The Company is vigorously defending all of these claims.

         The Company entered into a voluntary Administrative Order of Consent
with the U.S. EPA and the Missouri Department of Natural Resources in September,
2000, and a consent judgement wihth the Missouri Department of Natural Resources
and the Missouri Air Conservation Commission in December 2000. The AOC and
consent judgement both relate to the operation of the Herculaneum smelter. See
"Item 8. Financial Statements and Supplementary Data", Note 16 to the Company's
Consolidated Financial Statements.

         On May 21, 1999, CHARLES MULLINS, II, ET AL. V. THE DOE RUN RESOURCES
CORPORATION, was filed in the Circuit Court 23rd Judicial Circuit at Hillsboro,
Jefferson County, Missouri. The case alleges certain damages from discontinued
mine facilities in St. Francois County. The plaintiffs seek to have certified
two separate classes. The first class would consist of property owners, alleging
that property values have been damaged due to the tailings from the discontinued
operations. The second class would be composed of children, and the remedy
sought is medical monitoring for the class.

         The Company is one of several defendants in YOUNG ET AL. V LEAD
INDUSTRIES ASSOCIATION, INC., ET AL. (previously COFIELD ET AL. V LEAD
INDUSTRIES ASSOCIATION, INC., ET AL.) filed on September 21, 1999 in the Circuit
Court for Baltimore City, Maryland. This is a class action seeking to certify as
a class the owners of all housing in the State of Maryland built prior to 1978
that has lead paint on the premises. The complaint alleges that all defendants
were members of Lead Industries Association (LIA), a trade association, who
improperly promoted lead paint and seeks damages for paint removal for all such
housing in the state of Maryland. This suit also seeks punitive damages.

         The Company, with several other defendants, was named in several
lawsuits alleging personal injuries as a result of lead poisoning from exposure
to lead paint and tetraethyl lead dust. SMITH ET AL. V. LEAD INDUSTRIES
ASSOCIATION, INC. ET AL., was filed on September 21, 1999 in the Circuit Court
for Baltimore City, Maryland. The Company has not been served on the remaining
four suits: HALL V. LEAD INDUSTRIES ASSOCIATION, INC. ET AL., HART V. LEAD
INDUSTRIES ASSOCIATION, INC. ET AL., WILLIAMS V. LEAD INDUSTRIES ASSOCIATION,
INC. ET AL. AND RANDLE V. LEAD INDUSTRIES ASSOCIATION, INC. ET AL, all filed in
the Circuit Court for Baltimore City, Maryland. The suits requests damages,
including punitive damages.

         On February 14, 2000, CITY OF ST. LOUIS VS. LEAD INDUSTRIES
ASSOCIATION, INC. ET AL was filed in the Circuit Court of the City of St. Louis,
Missouri. The Company and several other parties were named defendants in the
suit for costs allegedly incurred and to be incurred by the plaintiff for the
care of lead-poisoned persons, education programs for

                                       11
<PAGE>


children injured by exposure to lead and the abatement of lead hazards
purportedly created by the defendants in the City of St. Louis. The complaint
alleges that the defendants made material misrepresentations and intentional
omissions of material facts to the City and/or its residents regarding the
nature of lead and lead products, such as paint. The suit also seeks punitive
damages. Discovery has yet to be initiated.

         On November 1, 2000, one hundred and seven individual cases were filed
in the Circuit Court of the City of St. Louis, Missouri, that list the Company
among the defendants, alleging that the employees or ex-employees of Burlington
Northern Railroad who filed the cases were exposed to lead from the hauling of
lead concentrates by the railroad.

         The Company is unable at this time to state with certainty the expected
outcome and the final costs of any of these cases. Therefore, there can be no
assurance that these cases would not have a material adverse effect on the
results of operations, financial condition and liquidity of Doe Run.

         All existing litigation involving La Oroya at the time of the
acquisition was retained by Centromin. In Peru, the Company is involved in
various claims and lawsuits incidental to the ordinary course of its business
that are not expected to have a material adverse effect on the business,
financial condition and results of operations of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
quarter ended October 31, 2000.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         All of the Company's issued and outstanding common equity, 1000 shares
of common stock, $.10 par value, are owned by a single stockholder, DR
Acquisition Corp., a wholly-owned subsidiary of Renco, which Mr. Rennert
controls. There is no established public trading market for these shares.








                                        12
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

               SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

         The following tables set forth historical consolidated financial data
of The Doe Run Resources Corporation and subsidiaries for the five fiscal years
ended October 31, 2000, which have been derived from the Company's audited
consolidated financial statements. It is important that the selected historical
consolidated financial data presented below be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's audited financial statements and the accompanying
notes included elsewhere in this document.

<TABLE>
<CAPTION>
                                                 Year Ended October 31,
                                 ---------------------------------------------------------
                                   1996       1997      1998 (a)    1999 (a)      2000
                                   ----       ----      --------    --------      ----
                                                (dollars in thousands)
<S>                              <C>        <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA:
 Net sales....................   $274,930   $280,467    $710,921    $800,274    $815,042
 Cost of sales................    215,489    234,351     599,522     686,027     723,178
 Depletion, depreciation and
   amortization...............     13,654     14,718      24,540      31,400      30,520
 Selling, general and
   administrative expenses....     10,079     10,959      29,370      30,842      32,142
 Exploration expense..........      2,912      2,705       4,312       3,919       4,337
                                 ---------------------------------------------------------
 Operating income.............     32,796     17,734      53,177      48,086      24,865
 Interest expense.............     14,348     13,740      40,659      59,417      61,595
 Interest income..............        113         21       9,586      14,755      14,433
 Other income (expense).......        355        (37)        775      (1,346)        935
                                 ---------------------------------------------------------
 Income (loss) before income
   tax expense and
   extraordinary item.........     18,916      3,978      22,879       2,078     (21,362)
 Income tax expense...........      6,451      4,331      11,398       3,488       1,753
                                 ---------------------------------------------------------
 Income (loss) before
   extraordinary item.........     12,465       (353)     11,481      (1,410)    (23,115)
 Extraordinary item net of
   income tax benefit.........         --     (1,062)     (4,388)         --          --
                                 ---------------------------------------------------------
 Net income (loss)............   $ 12,465   $ (1,415)   $  7,093    $ (1,410)   $ (23,115)
                                 =========================================================
 (a) Prior year figures reflect reclassification of certain costs to
     conform to current year presentation.
</TABLE>

<TABLE>
<CAPTION>
                                                           As of October 31,
                                       -----------------------------------------------------------
                                           1996         1997        1998        1999       2000
                                           ----         ----        ----        ----       ----
                                                          (dollars in thousands)
<S>                                    <C>          <C>         <C>         <C>         <C>
BALANCE SHEET DATA:
Cash...............................    $            $   8,943   $   4,646   $   9,886   $   8,295
Working capital....................       33,989       64,306     139,892     141,896     129,938
Property, plant and equipment, net.      104,162      207,630     264,047     269,042     275,514
Total assets.......................      203,914      384,440     663,639     664,717     664,945

Total debt (including current
   portion)........................       82,791      234,740     478,302     485,868     513,510
 Shareholder's equity..............       20,830       14,174      18,578      16,621      (6,914)

</TABLE>
                                        13
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         The following discussion and analysis includes both the U.S. operations
and the Peruvian operations of the Company and should be read in conjunction
with the consolidated financial statements of the Company and the notes thereto,
and other financial information included herein.

CONSOLIDATED FINANCIAL POSITION

         During the fiscal year ended October 31, 2000 (2000), net cash provided
by operating activities was $9.1 million and capital expenditures were $37.3
million. As a result, total debt, mainly revolving loans and short-term
borrowings, increased by $27.6 million.

RESULTS OF OPERATIONS

         FISCAL 2000 COMPARED TO FISCAL 1999

         The Company reported a net loss of $23.1 million for 2000 compared to a
net loss of $1.4 million for the twelve months ended October 31, 1999 (1999).
The Company's U.S. operations reported a net loss of $36.2 million (excluding
intercompany fee revenue of $18.9 million) for 2000 compared to a net loss of
$31.2 million (excluding intercompany fee revenue of $17.7 million) for 1999,
reflecting the effects of lower realized prices for lead metal and higher
production costs. These factors were partially offset by the absence, in 2000,
of the write-off of deferred tax balances of $6.2 million associated with a
change in the Company's tax status to a qualified subchapter S subsidiary during
1999. See "Item 1. Financial Statements - Note 1 to the Company's Consolidated
Financial Statements" for a discussion of the change in tax status.

        Peruvian operations generated net income of $13.1 million for 2000
(excluding intercompany fees and eliminations of $18.9 million) compared to net
income of $29.8 million (excluding intercompany fees and eliminations of $17.6
million) for 1999. The decrease in Peruvian net income was due primarily to the
absence of the tax benefit for loss carryforwards recognized in 1999, increased
production costs and increased depreciation.

        The Company's results for the year ended October 31, 2000 reflect
declines in the market price of lead metal and silver and increases in the price
of copper and zinc from the prior year. The following table sets forth average
London Metal Exchange (LME) prices for lead, copper and zinc and the average
London Bullion Market Association (LBMA) price for silver for the periods
indicated:

<TABLE>
<CAPTION>
                                    Year Ended October 31,
                               ---------------------------------
                                  2000        1999        1998
                               ---------------------------------
      Average Prices
      --------------
      <S>                      <C>         <C>         <C>
       Lead ($/short ton)      $  414.00   $  458.40   $  486.40
       Copper ($/short ton)     1,634.40    1,394.00    1,546.40
       Zinc ($/short ton)       1,039.00      946.80      954.20
       Silver ($/troy ounce)        5.03        5.18        5.63

</TABLE>


        As a result of the recent low lead price the Company's U.S. operations
had operating losses in 2000. The Company has made changes to its operations,
described below, which it expects will reduce certain costs, and achieve certain
operating efficiencies, in an effort to mitigate the impact of low metal prices.
However, prices sustained at these levels or decreasing further are likely to
result in the continuation of operating losses for the Company's U.S.
operations.

                                       14
<PAGE>

        The following table sets forth the Company's production statistics for
the periods indicated:


<TABLE>
<CAPTION>

                                                                              Year Ended October 31,
                                                                      ------------------------------------
                                                                         2000         1999         1998
                                                                      ----------   ----------   ----------
              <S>                                                     <C>          <C>          <C>
              U.S. Operations
              ---------------
                Lead metal - primary (short tons)                       382,474      384,441      266,739
                Lead metal - secondary (short tons)                     144,087      117,718      109,788
                Lead concentrates (metal content, short tons)           319,184      381,769      262,684
                Ore Grade                                                 5.77%        5.66%        5.52%

              Peruvian Operations
              -------------------
                Refined copper (short tons)                              72,616       74,314       70,042
                Refined lead (short tons)                               130,963      120,129      117,975
                Refined zinc (short tons)                                86,097       80,940       78,508
                Refined silver (thousands of troy ounces)                34,696       32,639       27,712
                Refined gold (thousands of troy ounces)                      93           71           63
                Copper concentrates (metal content, short tons)          19,523       23,934       27,123 (a)
                Ore Grade (copper content)                                0.91%        0.97%        1.16% (a)

</TABLE>

             (a) The Company's Cobriza mining operation was acquired on August
                 31, 1998. Production for 1998 includes production under the
                 former owner for the period prior to the acquisition.



         The Company continuously evaluates production plans in an effort to
optimize mine production during periods of sustained low lead metal prices. On
April 19, 2000 the Company announced operating changes at its U.S. mining
operations intended to increase grade and lower unit production costs. These
changes, which were implemented in the third quarter, involved a restructuring
of the mine/mill operations resulting in a workforce reduction of
approximately 12% at the U.S. mining operations. Two of the Company's six
mills were idled and placed on care and maintenance and three of the Company's
eight mines were effectively idled, mining only small quantities of selected
high-grade ore. During 2000 the mining operations were able to increase lead
and zinc ore grades by approximately 2%, and 21%, respectively, compared to
1999. However, selective mining of higher-grade ore caused a reduction in the
total ore mined of approximately 18% for the year, from 7.0 million tons in
1999 to 5.7 million tons in 2000. As a result, production of lead metal
contained in concentrates in 2000 decreased by approximately 16%, compared
to 1999.

         Major mine development work initiated late in the second quarter
yielded less than expected ore grades, and as a result, ore grade estimates
under the operating mode discussed above have been revised downward. However,
management expects that annualized tons of ore mined during fiscal 2001 will
increase approximately 1% from the fiscal 2000 levels. Lead ore grade is
expected to improve approximately 3% in fiscal 2001, but zinc and copper
grades are expected to be lower by approximately 8% and 33%, respectively.
Annualized production of lead metal contained in concentrates is expected to
increase approximately 4% from the 2000 level.

         At these mine production rates, the primary smelters must purchase
concentrates in the open market to operate near capacity. For fiscal 2001, the
Company expects to purchase approximately 18% of its concentrate requirements,
and has contracts in place for approximately 82% of its estimated purchased
concentrate requirement. Due to current tightness in the market for lead
concentrates and barge transportation problems, discussed previously,
scheduled production at the Company's Herculaneum smelter was reduced
approximately 8%, or 5,000 tons from normal operating levels during the first
quarter of fiscal 2001.

         In addition to production changes discussed above, management is in
the process of implementing cost reduction measures primarily resulting from
an in-depth cost analysis of the mining/milling operations. These measures
include strategic sourcing of raw materials, equipment and supplies, enhanced
ordering procedures and controls, improved maintenance planning and
scheduling, improved maintenance procedures, and others. The benefits of these
changes resulted in modest improvements in unit production costs in the fourth
quarter of fiscal 2000, and the full impact is expected to be realized by the
end of fiscal 2001.

         Primary smelter production, in 2000 was slightly less than 1999
despite production interruptions during the year. In second quarter, the
Herculaneum smelter made major repairs to one of its blast furnaces, which
caused it to be

                                      15

<PAGE>

offline for more than a month. At the Company's Glover smelter, the structural
failure of a storage hopper caused furnace and sinter plant downtime during
the second quarter and cooling system failures on a blast furnace slowed
production during the third quarter. Production rates at both Glover and
Herculaneum were at normal levels at year end.

         Secondary smelter production exceeded the prior year by 22% in 2000.
The increase is primarily the result of installation of a new burner, with an
improved design, on the smelter's reverberatory furnace during the fourth
quarter of 1999, as well as modifications that were made to the blast furnace
during the first quarter of 2000. These changes combined increased total
secondary smelter capacity by approximately 27%. The production results for
2000 represent the eighth consecutive annual production record for the Buick
secondary facility.

         The Company has substantially completed its remediation on a site of
historical mine operations of the Company's predecessors in St. Francois
County, Missouri. The work on the Big River Mine Tailings site consisted of
reshaping and contouring mine tailings and chat, and protecting them from
erosion and blowing with rock cover or vegetation as appropriate. The work was
performed safely, and within original cost and time estimates. Remaining
activities include constructing fencing on a portion of the site's perimeter
and maintenance of the vegetation on the site.

         In Peru, the La Oroya metallurgical complex increased the capacities
of its lead and zinc refineries by approximately five percent each during the
third quarter of 1999. In addition, the Company continues to replace equipment
and make process improvements throughout the plant. The impact of these
changes is reflected in La Oroya's production performance. For 2000, La Oroya
set new annual production records for lead, zinc silver and gold. Lead
production increased 9% over the prior year, zinc and silver production were
each up approximately 6% and gold bullion production improved by more than
31%. Copper production was about 2% less than the prior year primarily due to
a shortfall in copper concentrate feed from the Company's Cobriza mining
operations, discussed below. The increases in silver and gold production were
primarily the result of acquiring concentrate feed with higher content of
these metals.

         At the Company's Cobriza copper mining operation, ore grade in the
available working areas declined significantly, from 0.97% in 1999 to 0.91% in
2000. In May 2000, the Company implemented changes in operations intended to
improve ore grade and reduce unit production cost. The changes involved a
workforce reduction of approximately 19% and a reduction in annualized ore
production of approximately 31% from the fiscal 1999 levels. Ore grade
improved from 0.86% in the second quarter to 0.92% and 1.04% in the third and
fourth quarters, respectively. It is anticipated that ore grade will average
approximately 1.06% for fiscal 2001. As the new operating plan was
implemented, ground support, ventilation and other development work was
accelerated in an effort to improve ore grade. Operating costs for Cobriza
were up 14% for 2000, compared to 1999, primarily as a result of this
development work. As a result of the lower grade and reduced ore production,
copper metal contained in concentrates produced in 2000 was 18% lower for the
year, compared to 1999. In 2000, the combination of reduced production and
increased operating cost, resulted in a significant increase in the cost of
metal units delivered to La Oroya for the year.

         On May 28, 2000, a presidential runoff election was held in Peru,
after which the incumbent, President Fujimori, was declared the winner. Amid
allegations of irregularities, the election was boycotted by international
election oversight organizations and by Alejandro Toledo, the challenger to
President Fujimori. The events surrounding the election were widely reported
by the international press and criticized by the United States and other
countries. Subsequently, following a series of events, Mr. Fujimori submitted
his resignation. In November 2000, an interim government led by Mr. Valentin
Paniagua assumed power. Mr. Paniagua has installed a new cabinet and made
changes to the military leadership. The Paniagua government has achieved
credibility both in Peru and abroad, and large-scale street protests in Lima
have ended. New elections are scheduled for April 2001.

         As of January 15 2001, the Company's operations in Peru have been
unaffected by these developments. However, management recognizes the potential
for political instability, social unrest, and deterioration of economic
conditions, which could adversely impact the operating activities, results of
operations and financial condition of the Company.

                                      16

<PAGE>

         The following tables set forth the separate operating results, sales
volumes and realized prices for the Company's U.S. and Peruvian operations
(excluding intercompany transactions) for the periods indicated:

                                     RESULTS OF U.S. OPERATIONS


<TABLE>
<CAPTION>

                                                                    Year Ended October 31,
                                                       ----------------------------------------------
                                                           2000             1999             1998
                                                       ------------     ------------     ------------
     <S>                                               <C>              <C>              <C>
     Net sales (a)                                       $ 328,967        $ 342,840        $ 261,601

     Costs and expenses:
          Cost of sales                                    296,418          295,005          231,166
          Depletion, depreciation and amortization          20,760           23,557           17,726
          Selling, general and administrative               17,854           17,450           17,171
          Exploration                                        2,851            3,919            4,312
                                                         ---------        ---------        ---------
              Total costs and expenses                     337,883          339,931          270,375
                                                         ---------        ---------        ---------
              Income (loss) from operations                 (8,916)           2,909           (8,774)

     Other income (expense):
          Interest expense                                 (42,037)         (40,786)         (26,730)
          Interest income                                   14,105           14,119            8,977
          Other, net                                         1,540             (184)            (939)
                                                         ---------        ---------        ---------
                                                           (26,392)         (26,851)         (18,692)
                                                         ---------        ---------        ---------

         Loss before income tax expense
                and extraordinary item                     (35,308)         (23,942)         (27,466)
     Income tax expense (benefit)                              869            7,239           (1,272)
                                                         ---------        ---------        ---------
          Loss before extraordinary item                   (36,177)         (31,181)         (26,194)
     Extraordinary item                                        -                -             (2,019)
                                                         ---------        ---------        ---------
         Net loss                                        $ (36,177)       $ (31,181)       $ (28,213)
                                                         =========        =========        =========

</TABLE>

        (a) Intercompany fees that are eliminated in the consolidated results of
            the Company and have been excluded from the results presented above
            are as follows:


<TABLE>
<CAPTION>

<S>                                                      <C>              <C>              <C>
         Net Sales                                       $  18,942        $  17,690        $  16,089


Sales Volumes (short tons)
--------------------------
     Lead metal                                            443,374          450,782          312,448
     Zinc concentrates                                     100,778           99,419           76,515
     Copper concentrates                                    12,769           15,883           17,753

Realized Prices ($/ton)(b)
--------------------------
     Lead metal                                          $  522.13        $  551.97        $  567.57
     Zinc concentrates                                      351.78           315.56           332.90
     Copper concentrates                                    285.38           221.05           207.23

</TABLE>

        b)  Net realized prices for metals, concentrates, and by-products
            include the effects of changes in: 1) premiums received, including
            charges for special alloys and shapes, 2) adjustments to
            provisionally priced sales, 3) treatment and refining charges and 4)
            net hedging activity.


                                                17

<PAGE>

                                     RESULTS OF PERUVIAN OPERATIONS


<TABLE>
<CAPTION>

                                                                    Year Ended October 31,
                                                       ----------------------------------------------
                                                           2000             1999             1998
                                                       ------------     ------------     ------------
     <S>                                               <C>              <C>              <C>

     Net sales (a)                                       $ 486,075        $ 457,434        $ 449,320

     Costs and expenses:
          Cost of sales (a)                                426,760          391,022          368,356
          Depletion, depreciation and amortization           9,760            7,843            6,814
          Selling, general and administrative (a)           14,288           13,392           12,199
          Exploration                                        1,486              -                -
                                                         ---------        ---------        ---------
              Total costs and expenses                     452,294          412,257          387,369
                                                         ---------        ---------        ---------
               Income from operations                       33,781           45,177           61,951

     Other income (expense):
          Interest expense                                 (19,558)         (18,631)         (13,929)
          Interest income                                      328              636              609
          Other, net                                          (605)          (1,162)           1,714
                                                         ---------        ---------        ---------
                                                           (19,835)         (19,157)         (11,606)
                                                         ---------        ---------        ---------

          Income before income tax expense
                and extraordinary item                      13,946           26,020           50,345
     Income tax expense (benefit)                              884           (3,751)          12,670
                                                         ---------        ---------        ---------
          Income before extraordinary item                  13,062           29,771           37,675
     Extraordinary item                                        -                -             (2,369)
                                                         ---------        ---------        ---------
         Net income                                      $  13,062        $  29,771        $  35,306
                                                         =========        =========        =========

</TABLE>

        (a) Intercompany sales and fees that are eliminated in the consolidated
            results of the Company and have been excluded from the results
            presented above are as follows:


<TABLE>

<S>                                                      <C>              <C>              <C>
     Net sales                                           $   1,573        $   2,898        $   3,311
     Cost of sales                                           1,573            3,013            3,196
     Selling, general and administrative expense            18,942           17,690           16,089

Sales Volumes
-------------
          Copper (short tons)                               72,658           74,352           70,629
          Lead (short tons)                                127,702          115,730          119,022
          Zinc (short tons)                                 85,325           81,743           79,291
          Silver (thousands of troy ounces)                 34,574           32,722           27,957
          Gold (thousands of troy ounces)                       93               71               63

Realized Prices (b)
-------------------
          Copper ($/ton)                                 $1,630.26        $1,375.02        $1,539.35
          Lead ($/ton)                                      417.08           473.12           518.44
          Zinc ($/ton)                                    1,061.40           953.82           991.14
          Silver  ($/troy ounce)                              5.05             5.20             5.64
          Gold  ($/troy ounce)                              282.68           278.47           296.66

</TABLE>

        b)  Net realized prices for metals, concentrates, and by-products
            include the effects of changes in: 1) premiums received,
            including charges for special alloys and shapes, 2) adjustments
            to provisionally priced sales, 3) treatment and refining
            charges and 4) net hedging activity.

                                                18

<PAGE>

         Results of operations for the years ended October 31, 2000, 1999, and
1998 include the results of the Company's U.S. and Peruvian operations. In
order to provide a more meaningful analysis, the results of operations
attributable to Peruvian operations will be noted and discussed separately
under "Results of Peruvian Operations."

         NET SALES for 2000 were $815.0 million compared to $800.3 million for
1999. An increase of $28.6 million is attributable to Peruvian operations.
U.S. net sales for 2000 were $13.9 million less than the 1999 period primarily
due to lower lead metal prices and volume, partially offset by increased
realized prices for zinc concentrates. The average LME price for lead metal
declined 10% in 2000, compared to 1999. However, as a result of improved
premiums, the Company's net realized price was only 5% lower than the prior
year, reducing net sales by $13.2 million. Lead metal sales volume was 2%
lower than the prior year, reducing net sales by $4.1 million. Sales volume
was adversely affected by reduced automotive battery demand and increased
competition from imported lead. For 2000, automotive battery demand in the
U.S. was down about 1%, compared to 1999, while imports of lead metal
increased by approximately 80,000 tons or 40%. Zinc concentrate sales were
$4.1 million higher in 2000 compared to 1999, primarily due to the increase in
the LME zinc price.

         COST OF SALES for 2000 was $723.2 million compared to $686.0 million
for 1999. Of this increase, $35.7 million is attributable to Peruvian
operations. U.S. cost of sales for 2000 increased by $1.4 million compared to
1999. The unit production cost of primary lead metal increased by
approximately 4%, compared to the prior year, accounting for an increase of
$8.4 million in cost of sales. Unit production costs for zinc and copper
concentrates also increased compared to the prior year. Primary production
costs increased due to: 1) the impact of reduced mine production volume 2)
repair costs and reduced production volume associated with the primary smelter
production problems discussed previously and 3) costs related to increased
production of lead alloy products. The primary production cost increases were
partially offset by lower unit production costs at the Buick smelter, which
reduced cost of sales by $5.7 million, and lower lead metal sales volume.

         DEPLETION, DEPRECIATION AND AMORTIZATION for 2000 decreased by $0.9
million compared to 1999. An increase of $1.9 million is attributable to
Peruvian operations. The decrease in depletion, depreciation, and amortization
for U.S. operations of $2.8 million for 2000 was primarily attributable to a
significant number of assets with five-year lives that were fully depreciated
in March of 1999 and a reduction in depletion expense associated with lower
mine production rates and the shifting of production to areas with lower
depletion rates.

         EXPLORATION expense for 2000 increased $0.4 million compared to the
prior year. An increase $1.5 million is attributable to Peruvian operations.
In the U.S., exploration expense decreased by $1.1 million due to the
completion of underground test work on a Missouri property, which was in
process during 1999. This reduction was partially offset by increased costs
associated with an ongoing feasibility study on a South African property.

         INCOME FROM OPERATIONS for 2000 was $24.9 million compared to $48.1
million for 1999. A decrease of $11.4 million is attributable to Peruvian
operations. The remaining fluctuation is primarily due to the factors
discussed above.

         INTEREST EXPENSE for 2000 increased $2.2 million compared to 1999. An
increase of $1.0 million was attributable to Peruvian operations. The
remaining fluctuation is the result of higher average borrowings and a higher
rate in 2000 on floating rate debt.

         OTHER, net income was $0.9 million in 2000, compared to other net
expense of $1.3 million in 1999. Of the $2.2 million difference, $0.6 million
is attributable to Peruvian operations. For U.S. operations, other net income
was $1.5 million in 2000 compared to other net expense of $0.2 in 1999. The
change is primarily due to a full year of rental income on capital assets
provided for Peruvian operations, compared to only four months of income in
1999.

         INCOME TAX EXPENSE for 2000 reflects the provision for the Company's
Peruvian subsidiaries of $884 and Peruvian taxes on intercompany fees earned
by the U.S. operations. See also "Item 1. Financial Statements--Note 2 to the
Company's Consolidated Financial Statements." As a result of a change in tax
status, the Company is not subject to federal and most state income taxes.

         FISCAL 1999 COMPARED TO FISCAL 1998

         NET SALES for 1999 were $800.3 million compared to $710.9 million for
1998. Of this increase, $8.1 million is attributable to Peruvian operations.
U.S. net sales for 1999 were $81.2 million greater than 1998 primarily due to
increased lead metal and zinc concentrate sales volume partially offset by
lower metal prices. Lead metal net sales increased 40% from $177.3 million in
1998 to $248.8 million in 1999. An increase of $71.5 million is due to
increased production and sales volume, which resulted primarily from the MLD
Acquisition, and continued strong demand in the

                                      19

<PAGE>

U.S. market. The average LME price for lead metal decreased 6% in 1999,
compared to 1998. After improvements in premiums and hedging, the Company's
net realized price was 3% lower in 1999, resulting in a decline in net sales
of $7.0 million. Zinc concentrate sales were $5.9 million higher in 1999,
compared to 1998, due to a 30% volume increase partially offset by a 5%
reduction in the net realized price. Other sales were higher primarily due to
an increase of approximately $8.3 million in sales by FPI, which was partially
offset by a reduction in sales of imported zinc metal and by-products. FPI's
sales improved primarily due to a return to full production by its Seafab
Metals division, after relocating its fabricating plant during 1998. Increased
sales of radiation shielding products by its Lone Star Lead division also
contributed to the increase.

         COST OF SALES for 1999 was $686.0 million compared to $599.5 million
for 1998. Of this increase, $22.7 million is attributable to Peruvian
operations. U.S. cost of sales for 1999 increased by $63.8 million, or 28%
compared to 1998. Lead metal sales volume improved 44% or 138,334 tons over
the prior year, increasing cost of sales by $77.5 million. Other volume
changes added approximately $8.0 million to cost of sales. These volume
increases were partially offset by lower unit production costs, which were
primarily the result of the Company's programs of cost reduction and the
productivity enhancements, and efficiencies realized as a result of the MLD
Acquisition.

         DEPLETION, DEPRECIATION AND AMORTIZATION for 1999 increased by $6.9
million compared to 1998. Of this increase, $1.0 million is attributable to
Peruvian operations. The increase in depletion, depreciation, and amortization
for U.S. operations for 1999 is primarily attributable to the MLD Acquisition
partially offset by assets becoming fully depreciated during the year.

         INCOME FROM OPERATIONS for the 1999 was $48.1 million compared to
$53.2 million the 1998. A decrease of $16.8 million is attributable to
Peruvian operations. The remainder of the change is primarily due to the
increased sales and production volumes and lower production cost discussed
above.

         INTEREST EXPENSE increased by $18.8 million in 1999, compared to
1998, due to an increase in the Company's average outstanding debt balance and
higher average interest rates. The increase in the Company's average
outstanding debt balance was approximately $154.5 million from 1998 to 1999.
This increase was primarily the result of the $125 million deposit made in a
foreign bank as collateral for a loan made to Doe Run Mining (Special Term
Deposit). Borrowing to finance the MLD Acquisition and increased working
capital required for operation of the MLD assets also contributed to the
increase.

         INTEREST INCOME increased $5.2 million from 1998 to 1999 primarily
due to interest income on the $125.0 million Special Term Deposit.

         INCOME TAX EXPENSE for 1999 reflects the impact of the change in tax
status effective at the beginning of the fiscal year. Due to this change, the
elimination of federal and most state deferred tax assets and liabilities
resulted in a charge to income tax expense of $6.2 million, for U.S.
operations, in 1999. Peruvian taxes in 1999 reflect recognition of tax
benefits related to tax losses generated in 1999 and to an acquired tax loss
of Cobriza, recognized upon its merger with Doe Run Peru S.R.L., for which no
previous benefit had been recognized.

    RESULTS OF PERUVIAN OPERATIONS

         FISCAL 2000 COMPARED TO FISCAL 1999

         Net sales for 2000 were $486.1 million compared to $457.4 million in
1999. The increase is primarily the result of higher sales volumes for lead,
zinc, silver and gold and improved realized prices for copper, zinc and gold,
partially offset by lower realized prices for lead and silver, and reduced
by-product sales. The production improvements discussed previously increased
refined silver sales volume by 1.9 million ounces or 6%, increasing net sales
by $9.6 million. Gold bullion sales volume was up more than 22 thousand ounces
or 32%, compared to the prior year, accounting for $6.2 million of the sales
increase. Higher lead and zinc volumes added another $9.1 million to the net
sales improvement. The Company's net realized price for refined copper
increased by 19% in 2000, increasing net sales by $18.5 million. Improvements
in zinc realized prices added $9.2 million to the net sales increase. These
increases were partially offset by lower realized prices for lead metal and
bullion lead, which reduced net sales by $8.8 million, and the absence $6.5
million of blister copper sales which were eliminated in 2000 in favor of more
profitable refined copper sales.

         COST OF SALES for 2000 was $426.8 million, compared to $391.0 million
in 1999. A 27% increase in the unit production cost of refined copper
increased cost of sales by $25.0 million. This increase was primarily the
result of

                                      20

<PAGE>

higher feed costs for copper due to a 12% increase in LME copper price, the
increase in the cost of concentrates produced by Cobriza, discussed
previously, and a reduction in copper treatment and refining charges of
approximately 11%. Higher sales volumes for refined lead, zinc, silver and
gold increased cost of sales by $21.1 million. These increases were partially
offset by lower feed cost for lead metal and bullion lead, and reduced
by-product sales volume, primarily blister copper.

         DEPRECIATION AND AMORTIZATION expense increased by $1.9 million in
2000, compared to 1999 prior year, primarily due to recent capital additions.

         EXPLORATION Expense increased due to work done to identify additional
reserves within, and in the immediate vicinity of, the Company's Cobriza mine.

         INCOME FROM OPERATIONS decreased $11.4 million for 2000, compared to
1999 due primarily to the factors discussed above.

         INTEREST EXPENSE increased $0.9 million in 2000 compared to 1999 due
primarily to an increase in the average outstanding revolver balance of
approximately $13.5 million.

         INTEREST INCOME decreased $0.3 million for 2000, compared to 1999,
due primarily to interest from a customer on a past due account receivable in
1999, which has been collected.

         Other, net expense was $0.6 million in 2000 compared to $1.2 million
in 1999. The decrease was primarily due to fluctuations in foreign currency
transaction gains and losses and reductions in other miscellaneous expenses,
offset by the reduction in the insurance recoveries related to the turbine
failures at La Oroya's oxygen plant, which occurred in 1998 and 1999.

         INCOME TAXES for 2000 reflect the non-deductibility of certain
interest expenses, offset by the recognition of benefits relating to deferred
tax assets for which benefit had not previously been recognized.

         FISCAL 1999 COMPARED TO FISCAL 1998

         NET SALES for 1999 were $457.4 million compared to $449.3 million in
1998. The increase is due to improved sales volumes partially offset by lower
metal prices. Production improvements increased refined silver sales volume by
4.8 million ounces or 17%, increasing net sales by $26.9 million. Primarily
due to the decrease in the average LBMA price for silver, the Company's net
realized price for refined silver was 8% lower in 1999, reducing net sales by
$14.6 million. Refined copper net sales were lower by $5.3 million in 1999,
compared to 1998, due to a 10% decrease in the net realized price partially
offset by a 5% increase in sales volume.

         COST OF SALES increased $22.7 million from 1998 to 1999. Increased
sales volumes of silver, lead, copper, blister copper and other by-products,
partially offset by lower refined zinc sales volume, account for a $34.5
million increase in cost of sales. The increase due to volume was partially
offset by lower unit production costs for lead, zinc and silver that were
primarily the result of lower cost of feed costs for these metals. The feed
costs were lower in 1999, compared to 1998 due to the decrease in average
market prices for metals, partially offset by lower treatment charges for
copper.

         DEPRECIATION AND AMORTIZATION expense increased by $1.0 million 1999,
compared to 1998, primarily due to recent capital additions.

         INCOME FROM OPERATIONS decreased $16.8 million for 1999, compared to
1998, due primarily to the factors discussed above.

         INTEREST EXPENSE increased $4.7 million for 1999 compared to the
prior year, due to an increase of approximately $40.2 million in the average
outstanding debt balance and higher average interest rates.

         OTHER NET, expense was $1.2 million in 1999 compared to other net
income of $1.7 million in 1998. The change is primarily due to fluctuations in
exchange gains and losses partially offset by reductions of expenses related
to the El Nino flooding that occurred during 1998 and other miscellaneous
income.

                                      21

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

                  The Company's liquidity requirements arise from its working
capital requirements, and capital investment and debt service obligations.
The Company's primary available sources of liquidity are cash provided by
operating activities and two revolving credit facilities. In the U.S., the
Company has available a revolving credit facility (the Doe Run Revolving
Credit Facility) that provides for advances by the lender to a maximum of
$100.0 million less outstanding letters of credit, based on specific
percentages of eligible receivables and inventories. As of October 31, 2000,
$24.9 million was outstanding, exclusive of $7.4 million of letters of
credit, under the Doe Run Revolving Credit Facility. On January 26, 2001, the
Company entered into an amendment of the Doe Run Revolving Credit Facility
which extends the term to January 15, 2003 and establishes a reserve against
calculated availability of $5.0 million. Excluding the additional covenants
described below, no other significant terms of the original agreement were
amended.

         In Peru, the Company has available a revolving credit facility (the
Doe Run Peru Revolving Credit Facility) that provides for advances by the
lender to a maximum of $50.0 million, less outstanding letters of credit,
based upon specific percentages of eligible receivables and inventories.
Effective March 30, 2000 the Company's primary lender in Peru had approved
the increase in the maximum advance under the revolving credit facility from
its previous limit of $40,000 to $50,000, subject to documentation. The
Company is still in negotiations with the lender about certain terms of the
agreement, and there can be no assurance that an agreement will be reached.
In addition the lender approved an independent line of $10,000 for the
issuance of guarantee letters. Unlike the Revolving Credit Facility, this
independent line is not committed and is subject to modification or
cancellation at the option of the lender. If the borrowings under the
revolving credit agreement exceed $40,000, the availability under the
uncommitted guarantee letter line will be frozen until the borrowings are
brought back down to $40,000. At October 31, 2000, $33.0 million was
outstanding under the Doe Run Peru Revolving Credit Facility. In addition, an
independent line of $10.0 million is available for the issuance of guarantee
letters of which $1.5 million was outstanding as of October 31, 2000. The
Company also has available, in Peru, unsecured and uncommitted credit
arrangements and additional availability related to letters of credit and
customs bonds, provided by local banks. At October 31, 2000, $9.3 million
exclusive of $11.6 million of letters of credit and customs bonds was
outstanding under these arrangements.

         Net unused availability at October 31, 2000 was $30.5 million under
the Doe Run Revolving Credit Facility and $7.6 million under the Doe Run Peru
Revolving Credit Facility. In addition to availability under the credit
facilities, the Company had $8.3 million of cash at October 31, 2000. At
December 31, 2000 availability was $21.4 million (exclusive of the effects of
the reserve discussed above) under the Doe Run Revolving Credit Facility and
$10.4 million under the Doe Run Peru Revolving Credit Facility, and the
Company's cash balance was $12.5 million.

         For 2000, cash provided by operating activities was $9.1 million,
cash used in investing activities was $37.3 million and cash provided by
financing activities, primarily increases in revolving loans and short-term
borrowings, was $26.6 million.

         In the U.S., the Company had capital expenditures of $10.1 million
for 2000 and has projected total capital expenditures, for fiscal 2001, of
approximately $9.8 million, primarily to support ongoing operations and for
operational and environmental improvements. In addition to these capital
investments, the Company's U.S. operations expended an average of
approximately $71 million per year on repairs and maintenance from fiscal 1996
through fiscal 2000. As a result of these expenditures, the Company believes
that it operates and will continue to maintain modern and efficient facilities.

         As part of the acquisition of its Peruvian operations, the Company
has undertaken a capital investment program, in part to satisfy an investment
commitment of $120.0 million by October 23, 2002, as set forth in the purchase
agreement. For expenditures through October 31, 1999 Centromin has approved
qualifying expenditures under the investment commitment of approximately $58
million. The Company has submitted additional expenditures for fiscal 2000,
which have not yet been approved. Peruvian operations had capital expenditures
of $27.2 million in 2000 and have projected total capital expenditures for
fiscal 2001 of approximately $15.0 million, primarily for environmental
improvements and to support ongoing operations.

                                      22
<PAGE>

         The Company has substantial indebtedness and debt service
requirements. As of October 31, 2000, on a consolidated basis, the Company
had $513.5 million of indebtedness outstanding, or $388.5 million net of the
Special Term Deposit securing certain indebtedness. The Company has recently
developed projections for fiscal year 2001, which include the changes in
mining operations, discussed previously, and reductions in finished goods
inventory. These projections indicate that liquidity should be adequate
during fiscal 2001, however, if metal prices and premiums decrease from
projected levels, there may be a significant adverse impact on liquidity.
Changes in operating results, such as production interruptions or less than
expected ore grade could also adversely impact liquidity. Management will
monitor liquidity closely and will reevaluate capital, exploration and
maintenance spending levels and consider further changes in operations in
order to maintain sufficient liquidity. In addition, the Company is currently
pursuing various financing alternatives intended to improve its ability to
meet working capital and capital investment requirements while maintaining
sufficient liquidity and financial flexibility. There can be no assurance
that the pursuit of alternative financing will be successful.

         The Doe Run Revolving Credit Facility, the Doe Run Peru Revolving
Credit Facility, and the indentures governing the Notes contain numerous
covenants and restrictions. At October 31, 2000, the more restrictive
covenants included limitations on allowable indebtedness and maintenance of a
minimum net worth, as defined. Under the indentures covering the Company's
Senior Notes, Senior Secured Notes and Floating Rate Notes limit principal
outstanding under various Peruvian working capital facilities to $60 million.
The Company was in compliance with all applicable covenants at October 31,
2000. The amendment discussed above includes changes to the net worth
requirement, as well as the addition of a limitation on capital expenditures
in the U.S. and requirements for earnings before interest, taxes,
depreciation, depletion and amortization (EBITDA). The Company was in
compliance with the provisions of the amendment at the date of the amendment.

         The ability of the Company to meet its debt service requirements and
to comply with these covenants is dependent upon future operating performance
and financial results, which are subject to financial, economic, political,
competitive and other factors affecting the Company, many of which are beyond
the Company's control.

IMPACT OF ACCOUNTING STANDARDS NOT YET ADOPTED

        Statement of Financial Accounting Standards No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (FAS 133), was issued by the
Financial Accounting Standards Board in June 1998. Under FAS 133, entities are
required to carry all derivative instruments in the statement of financial
position at fair value. The accounting for changes in the fair value (i.e.
gains and losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship, and if so, whether
the derivative instrument is designated as hedge of exposures to changes in
fair values, cash flows or foreign currencies. If the hedged exposure is
changes in fair values, the gain (loss) is recognized in earnings in the
period of change, with an equal and offsetting (loss) gain recognized on the
change in value of the hedged item. If the hedged exposure is changes in cash
flows, the effective portion of the gain (loss) is reported as a component of
other comprehensive income (outside earnings) until the forecasted hedged
transaction affects earnings, when it is reclassified into earnings.

        The Company plans to adopt FAS 133 beginning November 1, 2000, the
first quarter in which it is required by the standard. The cumulative effect
of the adoption of the standard will be included in net income in the first
quarter of fiscal 2001. The Company expects that adoption of FAS 133 will
result in a net transition loss of approximately $4.4 million and a gain
recorded in other comprehensive income of $70 thousand. The majority of the
loss is generated by written call options, which do not qualify for hedge
accounting, except in special circumstances, under the standard. The Company
expects that the adoption of FAS 133 will increase the volatility of reported
earnings and other comprehensive income. In general, the amount of volatility
will vary with the level of derivative activities and metal prices during any
period.

                                      23

<PAGE>

FORWARD-LOOKING STATEMENTS

        This report includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 which involve known
and unknown risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of the Company to differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such risks, uncertainties, and
other important factors include, among others: general economic and business
conditions; increasing industry capacity and levels of imports of non-ferrous
metals or non-ferrous metals products; industry trends, including product
pricing; competition; currency fluctuations; the loss of any significant
customer; availability of qualified personnel; effects of future collective
bargaining agreements; outcome of litigation; changing environmental
requirements, political uncertainty and major equipment failures. These
forward-looking statements speak only as of the date of this report. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions, or circumstances on which any such statement is
based.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        In the normal course of its business, the Company has used in the
past, and may use in the future, forward sales commitments and commodity put
and call option contracts to manage its exposure to fluctuations in the prices
of lead, copper, zinc, silver, and gold. Contract positions are designed to
ensure that the Company will receive a defined minimum price for certain
quantities of its production. Gains and losses and the related costs paid or
premiums received for option contracts which hedge the sales prices of
commodities are recognized in net sales when the related production is sold.
None of the aforementioned activities have been entered into for speculative
purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Financial statements and supplementary data follow immediately and are
listed in Item 14 of Part IV of this report.



























                                      24



<PAGE>







                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
The Doe Run Resources Corporation
     and Subsidiaries:

We have audited the accompanying consolidated balance sheets of The Doe Run
Resources Corporation and subsidiaries as of October 31, 2000 and 1999, and
the related consolidated statements of operations, comprehensive income and
shareholders' equity, and cash flows for each of the years in the three-year
period ended October 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Doe
Run Resources Corporation and subsidiaries as of October 31, 2000 and 1999,
and the results of their operations and their cash flows for each of the
years in the three-year period ended October 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.


                                                        (signed) KPMG LLP




December 14, 2000, except as to note 9
which is as of January 26, 2001





                                      25
<PAGE>

                                        THE DOE RUN RESOURCES CORPORATION
                                           CONSOLIDATED BALANCE SHEETS
                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                                                                        OCTOBER 31,
                                                                                             -------------------------------
                                                                                                 2000                1999
                                                                                             ------------        -----------
<S>                                                                                          <C>                 <C>
                                                                 ASSETS

Current assets:
    Cash                                                                                       $   8,295           $   9,886
    Trade accounts receivable, net of allowance for
       doubtful accounts of $143 and $645, respectively                                           77,018              88,884
    Inventories                                                                                  118,726             120,261
    Prepaid expenses and other current assets                                                     42,344              33,861
    Net deferred tax assets                                                                        2,592               2,115
                                                                                               ---------           ---------
       Total current assets                                                                      248,975             255,007

Property, plant and equipment, net                                                               275,514             269,042
Special term deposit                                                                             125,000             125,000
Net deferred tax assets                                                                            4,598               1,606
Other noncurrent assets, net                                                                      10,858              14,062
                                                                                               ---------           ---------
       Total assets                                                                            $ 664,945           $ 664,717
                                                                                               =========           =========

                                                  LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
    Short-term borrowings and current maturities of long-term debt                             $  14,824           $   8,582
    Accounts payable                                                                              53,424              54,736
    Accrued liabilities                                                                           50,789              49,793
                                                                                               ---------           ---------
       Total current liabilities                                                                 119,037             113,111

Long-term debt, less current maturities                                                          498,686             477,286
Other noncurrent liabilities                                                                      54,136              57,699
                                                                                               ---------           ---------
       Total liabilities                                                                         671,859             648,096

Shareholder's equity (deficit):

    Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                                                     -                   -
    Additional paid-in capital                                                                     5,238               5,238
    Retained earnings (deficit)                                                                  (10,947)             12,168
    Accumulated other comprehensive loss                                                          (1,205)               (785)
                                                                                               ---------           ---------
       Total shareholder's equity (deficit)                                                       (6,914)             16,621
                                                                                               ---------           ---------
       Total liabilities and shareholder's equity (deficit)                                    $ 664,945           $ 664,717
                                                                                               =========           =========

</TABLE>

              The accompanying notes are an integral part of these consolidated
                                      financial statements.


                                               26

<PAGE>

                                             THE DOE RUN RESOURCES CORPORATION
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                                  YEAR ENDED OCTOBER 31,
                                                                  ---------------------------------------------------
                                                                      2000               1999               1998
                                                                  ------------       ------------       -------------
<S>                                                               <C>                <C>                <C>
Net sales                                                           $ 815,042          $ 800,274           $ 710,921

Costs and expenses:
      Cost of sales                                                   723,178            686,027             599,522
      Depletion, depreciation and amortization                         30,520             31,400              24,540
      Selling, general and administrative                              32,142             30,842              29,370
      Exploration                                                       4,337              3,919               4,312
                                                                    ---------          ---------           ---------
        Total costs and expenses                                      790,177            752,188             657,744
                                                                    ---------          ---------           ---------
        Income from operations                                         24,865             48,086              53,177
Other income (expense):
      Interest expense                                                (61,595)           (59,417)            (40,659)
      Interest income                                                  14,433             14,755               9,586
      Other, net                                                          935             (1,346)                775
                                                                    ---------          ---------           ---------
                                                                      (46,227)           (46,008)            (30,298)
                                                                    ---------          ---------           ---------
        Income (loss) before income tax expense and
           extraordinary item                                         (21,362)             2,078              22,879
Income tax expense                                                      1,753              3,488              11,398
                                                                    ---------          ---------           ---------
        Income (loss) before extraordinary item                       (23,115)            (1,410)             11,481

Extraordinary item related to early retirement
        of debt, net of income tax benefit                                -                  -                (4,388)
                                                                    ---------          ---------           ---------

Net income (loss)                                                   $ (23,115)         $  (1,410)          $   7,093
                                                                    =========          =========           =========


</TABLE>

              The accompanying notes are an integral part of these consolidated
                                      financial statements.









                                               27

<PAGE>

                             THE DOE RUN RESOURCES CORPORATION
        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND SHAREHOLDERS' EQUITY
                                          (DEFICIT)
                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                                                  YEAR ENDED OCTOBER 31,
                                                                  -----------------------------------------------------
                                                                       2000               1999               1998
                                                                  --------------     --------------     ---------------
<S>                                                               <C>                <C>                <C>

Net income (loss)                                                   $  (23,115)        $   (1,410)        $     7,093

Minimum pension liability                                                 (420)              (785)               -
                                                                    ----------         ----------         -----------
      Comprehensive income (loss)                                      (23,535)            (2,195)              7,093

Shareholders' equity, beginning of year                                 16,621             18,578              14,174
      Less dividends declared and paid:
         Preferred stock - $76 per share                                   -                  -                  (189)
      Redemption of preferred stock                                        -                  -                (2,500)
      Additional paid in capital - expenses paid by parent                 -                  238                 -
                                                                    ----------         ----------         -----------
Shareholder's equity (deficit), end of year                         $   (6,914)        $   16,621         $    18,578
                                                                    ==========         ==========         ===========

</TABLE>

              The accompanying notes are an integral part of these consolidated
                                      financial statements.









                                               28




<PAGE>


                    THE DOE RUN RESOURCES CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                         (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              Year Ended October 31,
                                                                 -----------------------------------------------
                                                                     2000             1999            1998
                                                                 --------------  ---------------  --------------
<S>                                                               <C>             <C>              <C>
Cash flows from operating activities:
 Net income (loss)                                                $   (23,115)    $     (1,410)    $     7,093
 Extraordinary item related to retirement of debt                        -                -              6,750
 Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   Depreciation, depletion and amortization                            30,520           31,400          24,540
   Imputed interest and amortization of deferred financing fees         3,757            3,979           2,288
   Deferred income taxes                                               (3,469)             (92)         (3,560)
   Expenses paid by parent                                               -                 238            -
   Increase (decrease) resulting from changes in:
      Trade accounts receivable                                        11,866           (2,546)        (30,967)
      Inventories                                                       1,535            6,542         (25,066)
      Prepaid expenses and other current assets                        (8,620)          (3,404)        (24,044)
      Accounts payable                                                 (1,312)           1,038          12,128
      Accrued liabilities                                                 982             (899)         15,048
      Other noncurrent assets and liabilities, net                     (3,075)           1,319           1,218
                                                                 --------------  ---------------  --------------
            Net cash provided by (used in) operating activities         9,069           36,165         (14,572)

Cash flows from investing activities:
 Special term deposit                                                    -                -           (125,000)
 Purchases of property, plant and equipment                           (37,254)         (35,939)        (27,689)
 Payments for acquisitions                                               -                (375)        (58,189)
                                                                 --------------  ---------------  --------------
     Net cash used in investing activities                            (37,254)         (36,314)       (210,878)

Cash flows from financing activities:
 Proceeds from revolving loans and
    short term borrowings, net                                         31,781          (13,417)         45,842
 Proceeds from long-term debt                                            -               5,665         424,713
 Payments on long-term debt                                            (5,187)          (4,431)       (230,845)
 Proceeds from sale/leaseback transactions                               -              17,923            -
 Payment of deferred financing costs                                     -                (351)        (15,868)
 Payment of dividends                                                    -                -               (189)
 Redemption of preferred stock                                           -                -             (2,500)
                                                                 --------------  ---------------  --------------
     Net cash provided by financing activities                         26,594            5,389         221,153
                                                                 --------------  ---------------  --------------
     Net increase (decrease) in cash                                   (1,591)           5,240          (4,297)

Cash at beginning of year                                               9,886            4,646           8,943
                                                                 --------------  ---------------  --------------
Cash at end of year                                               $     8,295     $      9,886     $     4,646
                                                                 ==============  ===============  ==============

Supplemental disclosure of cash flow information -
 Cash paid during the period for:
   Interest, net of capitalized interest                          $    57,831     $     55,507     $    32,653
                                                                 ==============  ===============  ==============
   Income taxes                                                   $     1,651     $      6,577     $    19,524
                                                                 ==============  ===============  ==============

            The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                        29
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           PRINCIPLES OF CONSOLIDATION

       These consolidated financial statements include the accounts of The Doe
       Run Resources Corporation and its wholly owned subsidiaries (the
       Company). All material intercompany balances and transactions have been
       eliminated.

           RECLASSIFICATIONS

       Certain balances have been reclassified from their previous presentation
       in order to conform to their current presentation.

           NATURE OF BUSINESS

       The principal domestic business of the Company is the exploration,
       development, mining and processing of base metals, primarily lead, and
       recycling of lead-acid batteries and other lead-bearing materials. The
       Company's fabrication businesses fabricate lead products used in
       radiation and X-ray shielding, pollution control devices, and medical
       equipment; produce lead oxide for use in automotive batteries and
       fabricate and repair lead-lined process equipment. In Peru, the Company
       is engaged in the mining, smelting and refining of polymetallic
       concentrates, mainly copper, lead, zinc and silver which are sold as
       refined metals primarily to customers located outside of Peru.

           FOREIGN CURRENCY TRANSLATION

       The functional currency of the Company's foreign subsidiaries is the U.S.
       Dollar. Accordingly, foreign currency transaction gains and losses are
       included in determining net income.

           USE OF ESTIMATES

       The preparation of consolidated financial statements in conformity with
       generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities, the disclosure of contingent assets and liabilities at the
       date of the consolidated financial statements and the reported amounts of
       revenues and expenses during the reporting periods. Actual results could
       differ from these estimates.

           INVENTORIES

       Finished metals and concentrates, metals and concentrates in process and
       raw materials are stated at the lower of cost or market. The last-in,
       first-out (LIFO) method of determining cost is used for the majority of
       the Company's inventories. Supplies and repair parts are principally
       stated at average cost, net of reserves for obsolescence.

       Inventory costs include labor, material and other production costs.

                                        30
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


           PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment are recorded at the lower of cost or fair
       value. Long-lived assets are reviewed for impairment when events or
       circumstances indicate that the carrying amount of the assets may not be
       recoverable. The impairment loss on such assets, as well as long-lived
       assets and certain identifiable intangibles to be disposed of, is
       measured as the amount by which the carrying value of the assets exceeds
       the fair value of the assets.

       Major additions and improvements to property, plant and equipment are
       capitalized, at cost, when they significantly increase the productive
       capacity or the life of the asset. Routine or unanticipated repair and
       maintenance expenditures, which do not extend the useful life or increase
       the productive capacity of the asset, are charged to operations as
       incurred. Major expenditures required to maintain the originally
       anticipated productive capacity and life of the asset (such as furnace
       rebuilds), for which both the amount and timing can be reasonably
       estimated, are accrued and charged to operations over the period through
       the next anticipated maintenance date.

       Mineral interests are amortized using the units of production method.

       Depreciation is computed using the straight-line method over the
       estimated useful lives of the assets, as follows:

             Buildings and improvements              3 to 20 years
             Machinery and equipment                 2 to 15 years

       Facilities at which operations have temporarily ceased may be placed on a
       standby care and maintenance basis. The Company continues to depreciate
       the related assets during the standby period and the expected useful
       lives are adjusted prospectively to reflect the reduced usage. During the
       standby period all care and maintenance expenditures incurred are
       expensed.

           DEFERRED FINANCING COSTS

       Deferred financing costs represent fees paid in conjunction with the
       acquisition of long-term debt and are amortized using the interest method
       over the term of the respective debt.

           EXPLORATION AND DEVELOPMENT COSTS

       Exploration costs are charged to operations as incurred. Development
       costs incurred to maintain production at operating mines are charged to
       operations as incurred. Development expenditures for mining properties
       that are considered to be commercially feasible, but are not yet
       producing, and major development expenditures at operating mines that are
       expected to benefit future production are capitalized and amortized using
       the units of production method over the estimated proven ore reserves to
       be benefited.

           RECLAMATION COSTS

       The Company's mines and related processing facilities are subject to
       governance by various agencies that have established minimum standards
       for reclamation. Company estimates of mine closure costs are accrued and
       charged to expense using the units of production method during the
       estimated life of the operations. A reserve for reclamation costs has
       been established for the restoration of certain abandoned mining and
       processing sites based on current estimates of the cost to comply with
       existing standards. Routine environmental expenditures are expensed as
       incurred or capitalized and depreciated depending on their future
       economic benefit.

                                        31
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


           COMMITMENTS AND CONTINGENCIES

       The Company accrues for loss contingencies, including costs associated
       with environmental remediation obligations, when such costs are probable
       and reasonably estimable. Accruals are reviewed and adjusted as
       circumstances change. Costs of future expenditures for environmental
       remediation obligations are not discounted to their present value.

           REVENUE RECOGNITION

       Sales are recorded as products are shipped to customers. Concentrate and
       certain smelter product sales are recorded based on estimated weights,
       metal contents and prices using applicable customer agreements and hedge
       contracts. Revenues with respect to such sales are adjusted to reflect
       settlement when final weights, metal contents and prices are determined.

           RISK MANAGEMENT

       The Company's use of derivative financial instruments is limited to
       managing well-defined commodity price risks related to inventories and
       future production. Derivative financial instruments are not used for
       trading purposes. The Company may, from time to time, enter into forward
       physical sales agreements with customers or futures contracts, which fix
       prices for a portion of its anticipated future production, generally for
       periods not exceeding twelve months. The Company may also periodically
       buy futures contracts to offset the effect of certain fixed-price forward
       physical sales commitments. In addition, the Company may employ the use
       of commodity options to achieve the result of the aforementioned
       transactions. Because the Company matches the month of the derivative
       financial instruments used with the month of physical shipment and the
       exchange on which the price of both the physical sale and the derivative
       financial instrument are settled is the same, management believes that
       the majority of these derivatives are highly effective in reducing its
       risks with respect to price fluctuations. To the extent these
       transactions meet the requirements for hedge accounting, gains and losses
       realized on such transactions, as well as any cost or revenue associated
       therewith, are recognized in net sales when the related production is
       sold. If an instrument does not meet the requirements for hedge
       accounting, gains and losses are recognized immediately.

           RESEARCH AND DEVELOPMENT

       Research and development costs are expensed when incurred and are
       included in selling, general and administrative expenses on the
       consolidated statements of operations. Research and development costs are
       not significant.

           INCOME TAXES

       On January 15, 1999, Renco filed an election, with the consent of its
       shareholders, with the Internal Revenue Service to change its taxable
       status from that of a subchapter C corporation to that of a subchapter S
       corporation, effective November 1, 1998. At the same time, Renco elected
       for the Company to be treated as a qualified subchapter S subsidiary
       (QSSS). Most states in which the Company operates will follow similar tax
       treatment. QSSS status requires the ultimate shareholders to include
       their pro rata share of the Company's income or loss in their individual
       tax returns. The election does not affect foreign income taxes related to
       the Company's foreign subsidiaries.

       Deferred tax assets and liabilities are recognized in foreign
       jurisdictions for the future tax consequences attributable to differences
       between the financial statement carrying amounts of existing assets and
       liabilities and their respective tax bases. Deferred tax assets and
       liabilities are measured using enacted tax rates expected to apply to
       taxable income in the years in which those temporary differences are
       expected to be recovered or settled.

                                        32
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(2)    BUSINESS ACQUISITIONS

           MISSOURI LEAD OPERATIONS

       On September 1, 1998, the Company purchased certain assets of Asarco
       Incorporated's (ASARCO) Missouri Lead Division (MLD), including a lead
       smelter and two mines. The acquisition was accounted for under the
       purchase method and the purchase price was allocated to the fair value of
       the assets acquired and liabilities assumed as follows:

       <TABLE>
       <S>                                                      <C>
       Inventories and other current assets                     $    6,804
       Property, plant and equipment                                51,633
       Accounts payable and other accrued liabilities               (1,106)
       Reserve for reclamation costs                                (2,690)
                                                                  -----------

                                                                $   54,641
                                                                  ===========
       </TABLE>

       In addition, the Company will be required to pay additional consideration
       to ASARCO Incorporated if in any of the five calendar years beginning
       January 1, 1999 the London Metal Exchange spot lead price exceeds $.285
       per pound. The maximum contingent consideration to be paid under the
       agreement is $12,500 As of October 31, 2000, no additional consideration
       under this agreement has been paid or is owed by the Company.

       On August 31, 1998, Doe Run Mining S.R.L. (Doe Run Mining), a Peruvian
       subsidiary, acquired the stock of Empresa Minera Cobriza S.A. (Cobriza)
       from Empresa Minera del Centro del Peru S.A. (Centromin), an entity owned
       by the Peruvian government. The assets purchased included a copper mine,
       mill and other assets related to the operation of the mine. The purchase
       price was $7,500, of which approximately $3,000 was paid at closing and
       payments of $1,495 were made August 31, 1999 and 2000, with the remainder
       payable August 31, 2001. The pro forma results of operations of Cobriza
       have not been presented as they were not significant, and all of
       Cobriza's production was previously sold to Doe Run Peru S.R.L. (Doe Run
       Peru), a subsidiary of Doe Run Mining.

(3)    RELATED PARTY TRANSACTIONS

       The Company has entered into a management consulting agreement with The
       Renco Group, Inc. (Renco). Renco's subsidiary, DR Acquisition Corp.,
       holds all of the Company's common stock. Under the agreement, Renco will
       provide the Company with management services for an annual fee. The
       agreement was amended in 1998 to increase the annual fee from $1,200 to
       $2,400. The agreement is automatically renewed every three years, unless
       either party gives six months prior notice, with the current term ending
       October 31, 2003. Fees expensed under this agreement were $2,400, $2,400,
       and $2,000 for the years ended October 31, 2000, 1999, and 1998,
       respectively.

       In addition to these fees, in conjunction with the financing transactions
       discussed in Note 9, the Company paid Renco $2,311 in 1998 which was
       accounted for as a deferred financing cost and is being amortized
       according to the policy described in Note 1.

       To obtain the advantages of volume, Renco purchases certain categories of
       property and casualty insurance for a number of its subsidiaries,
       including the Company, and the actual cost of such insurance, without
       markup, is reimbursed by the covered subsidiaries. For the years ended
       October 31, 2000, 1999, and 1998, the Company reimbursed Renco for costs
       of approximately $4,294, $3,695, and $4,352, respectively, under the
       Renco insurance program.

                                        33
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(4)    INVENTORIES

       Inventories consist of the following:

       <TABLE>
       <CAPTION>
                                                           October 31,
                                                   ----------------------------
                                                       2000            1999
                                                  -------------    ------------
       <S>                                        <C>              <C>
       Finished metals and concentrates           $   20,408       $   10,575
       Metals and concentrates in process             50,526           60,139
       Materials, supplies and repair parts           47,792           49,547
                                                    ----------       ----------
                                                  $  118,726       $  120,261
                                                    ==========       ==========
</TABLE>

       Materials, supplies and repair parts are stated net of reserves for
       obsolescence of $4,472 and $4,300 at October 31, 2000 and 1999,
       respectively.

       The FIFO cost of inventories valued under the LIFO cost method were
       approximately $79,032 and $80,235 at October 31, 2000 and 1999,
       respectively. If the FIFO cost method had been used to determine cost,
       inventories would have been $1,116 and $1,729 higher at October 31, 2000
       and 1999, respectively.

       As a result of reducing certain inventory quantities valued on the LIFO
       basis, lower inventory costs prevailing in previous years were charged to
       cost of sales in 2000 and 1999. The Company calculates the effect of LIFO
       liquidations on net income based on the current cost method. The effect
       was an increase in net income of $27 and $400 for the years ended October
       31, 2000 and 1999, respectively.

(5)    PREPAID TAXES AND TAX CREDITS

       Certain of the Company's Peruvian subsidiaries are required to prepay
       income taxes monthly. The balance of prepaid taxes was $11,893 and
       $11,861 at October 31, 2000 and 1999, respectively.

       In Peru, value added tax (VAT) paid on purchases can be offset against
       the VAT resulting from local sales, Peruvian income tax obligations and
       other taxes collected by the Peruvian Public Treasury. In addition, the
       Company may apply for a refund in the form of cash or negotiable credit
       notes from the tax authorities. The tax credits receivable were $19,550
       and $9,966 at October 31, 2000 and 1999, respectively. The entire credit
       on Peruvian value added tax outstanding as of October 31, 2000 was
       collected subsequent to year-end.

                                        34
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(6)    PROPERTY, PLANT AND EQUIPMENT, NET

       Property, plant and equipment, net consists of the following:

       <TABLE>
       <CAPTION>
                                                             October 31,
                                                     --------------------------
                                                         2000          1999
                                                     ------------  ------------
        <S>                                          <C>           <C>
        Land                                         $   12,442    $   12,471
        Buildings and improvements                       68,237        64,615
        Machinery and equipment                         252,508       240,510
        Mineral interests                                31,313        31,313
        Construction in progress                         42,017        21,654
                                                     ------------  ------------

                                                        406,517       370,563
        Less accumulated depreciation and depletion     131,003       101,521
                                                     ------------  ------------

        Property, plant and equipment, net           $  275,514    $  269,042
                                                     ============  ============
        </TABLE>

       Rental expense applicable to minimum rentals under operating leases was
       $8,633, $7,567, and $6,883 for the years ended October 31, 2000, 1999,
       and 1998, respectively. Contingent rental payments, based primarily on
       equipment usage, were $1,210, $405, and $532 for the years ended October
       31, 2000, 1999, and 1998, respectively.

       The Company's operating leases relate primarily to operating equipment,
       office facilities and office equipment. The minimum rental commitments
       under noncancellable leases, with terms in excess of one year are as
       follows:

       <TABLE>
       <CAPTION>

        Fiscal year ending October 31:
        <S>                                                     <C>
            2001                                                $      7,766
            2002                                                       5,869
            2003                                                       3,653
            2004                                                       1,979
            2005                                                       1,192
            Thereafter                                                 2,715
                                                                   ------------

                                                                $     23,174
                                                                   ============
</TABLE>

(7)    SPECIAL TERM DEPOSIT

       The Special Term Deposit represents a deposit made in a foreign bank as
       collateral for a loan made to Doe Run Mining. See further discussion in
       Note 9.

                                        35
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(8)    ACCRUED LIABILITIES

       Accrued liabilities consist of the following:

       <TABLE>
       <CAPTION>
                                                               OCTOBER 31,
                                                          --------------------
                                                             2000      1999
                                                          ---------  ---------
       <S>                                                 <C>       <C>
       Interest                                            $ 6,576    $ 6,467
       Reclamation and environmental                         4,988      4,331
       Property taxes                                        4,678      4,878
       Payroll, related taxes and employee benefits         20,673     22,127
       Other                                                13,874     11,990
                                                          ---------  ---------

                                                           $50,789    $49,793
                                                          =========  =========
</TABLE>

       Reclamation and environmental costs represents the estimate of
       reclamation and environmental spending for the following fiscal year.
       See Note 16.

(9)    DEBT

       Long-term debt consists of the following:

       <TABLE>
       <CAPTION>
                                                                 OCTOBER 31,
                                                             -------------------
                                                               2000      1999
                                                             --------- ---------
       <S>                                                   <C>       <C>
       Revolving credit facilities                           $  57,891 $  31,813
       11.25% unsecured senior notes due March 15, 2005        200,000   200,000
       Floating interest rate unsecured senior notes due
           March 15, 2003, effective rate of 13.07% at
           October 31, 2000                                     55,000    55,000
       11.25% secured senior notes due March 15, 2005,
           less unamortized discount of $3,536 and $4,345
           at October 31, 2000 and 1999, respectively           46,464    45,655
       Note payable to foreign bank                            125,000   125,000
       Deferred purchase price obligation, no stated
           interest rate                                         1,382     2,638
       Note payable, interest payable at 9.89%, maturing
           July 6, 2009                                          5,224     5,582
       Sale and leaseback obligations                           12,916    16,055
       Capital leases                                              317       513
                                                             --------- ---------

                                                               504,194   482,256
        Less current maturities                                  5,508     4,970
                                                             --------- ---------

                   Long-term debt, less current maturities   $ 498,686 $ 477,286
                                                             ========= =========
</TABLE>
                                        36
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       The Company has available two revolving credit facilities. The first
       facility allows the Company to borrow up to $100,000 and expires March
       12, 2001. The availability of loans under the facility is limited to a
       percentage of eligible U.S. accounts receivable and inventories, less any
       outstanding loans and letters of credit. Revolving loans outstanding
       under this facility were $24,891 and $11,813 at October 31, 2000 and
       1999, respectively. Actual availability was $30,465 at October 31, 2000.
       The facility bears interest at the prime rate plus .75% per annum at an
       effective rate of 10.25% at October 31, 2000. The Company is also
       obligated to pay an unused line fee equal to .25% on the amount by which
       the maximum credit of $100,000 exceeds the average daily balance of
       outstanding loans and letters of credit. The facility is secured by
       accounts receivable and inventories generated by the Company's U.S.
       operations. All cash received from the Company's domestic operations is
       wired daily to the financial institutions to pay down the outstanding
       loan balance, if any.

       The second facility allows Doe Run Peru to borrow up to $50,000 and
       expires June 19, 2002. Effective March 30, 2000 the Company's primary
       lender in Peru had approved the increase in the maximum advance under the
       revolving credit facility from its previous limit of $40,000 to $50,000,
       subject to documentation. The Company is negotiating with the lender
       about certain terms of the agreement, and there can be no assurance that
       an agreement will be reached. In addition the lender approved an
       independent line of $10,000 for the issuance of guarantee letters. Unlike
       the Revolving Credit Facility, this independent line is not committed and
       is subject to modification or cancellation at the option of the lender.
       If the borrowings under the revolving credit agreement exceed $40,000,
       the availability under the uncommitted guarantee letter line will be
       frozen until the borrowings are brought back down to $40,000.

       The Doe Run Peru facility bears interest at LIBOR (1-month, 3-month or
       6-month rate, depending on the term of the loan) plus 2.0% per annum. The
       facility is secured by accounts receivable and inventories generated by
       the Company's Peruvian operations. The effective rate was 8.66% at
       October 31, 2000. Revolving loans outstanding under this facility were
       $33,000 and $20,000 at October 31, 2000 and 1999, respectively. An unused
       line fee of .375% per annum on the average unused portion of the line is
       payable quarterly, in arrears. Availability of loans under the facility
       is limited to a percentage of Doe Run Peru's eligible accounts receivable
       and inventories, less any outstanding loans and letters of credit. Actual
       availability was $7,632 at October 31, 2000.

       On March 12, 1998, the Company completed the sale of $200,000 11.25%
       senior notes (the Fixed Rate Notes) and $55,000 Floating Interest Rate
       Senior Notes due 2003 (collectively, the Unsecured Notes). The Unsecured
       Notes are guaranteed by certain subsidiaries of the Company. See Note 17
       for disclosures regarding guarantor subsidiaries. The Company used
       $125,000 of the proceeds from the Unsecured Notes to make the Special
       Term Deposit into a foreign bank, which in turn loaned such amount to Doe
       Run Mining. The Special Term Deposit and note payable to the foreign bank
       have payment terms that match the timing and amount of the payments on
       $125,000 of the Fixed Rate Notes, except that additional interest of
       0.25% through September 11, 2004 is payable on the note payable to the
       foreign bank. The note payable to the foreign bank is collateralized by
       the Special Term Deposit. Doe Run Mining used the proceeds of the note
       payable to the foreign bank to repay the $100,000 balance of a term loan,
       plus accrued interest thereon of $1,004, repay a $23,000 subordinated
       note to the Company and pay fees of $313.

       The remaining $130,000 of the proceeds of the Unsecured Notes, plus the
       $23,000 repayment of the subordinated note by Doe Run Mining, were used
       by the Company to: (1) repay principal and interest on a term loan of
       $128,125 and $1,127, respectively, (2) repay balances under existing
       revolving credit facilities of $14,444, (3) pay Renco $5,000 to redeem
       the $2,500 preferred stock, plus accrued dividends thereon of $189, and a
       transaction fee of $2,311 and (4) pay related fees and expenses of
       $6,553.

       On September 1, 1998, the Company completed the sale of $50,000 11.25%
       senior secured notes (the Secured Notes). Proceeds of $43,400, net of
       issue discount of $5,287 and fees of $1,313, were used to finance the

                                        37
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       acquisition of the MLD, as discussed in Note 2. The notes are secured by
       the property, plant and equipment acquired and are guaranteed by certain
       subsidiaries of the Company. See Note 17.

       The deferred purchase price obligation is payable to Centromin for the
       assets of the Cobriza mine purchased in 1998 as discussed in Note 2.
       Payments of $1,495 are due annually for three years beginning August 31,
       1999. The note has no stated interest rate and has been discounted to an
       effective rate of 10%.

       The note payable financed the purchase of certain equipment, and is
       secured by that equipment. The note is payable in monthly installments of
       $75.

       In January 1999, Doe Run Peru finalized an agreement for the sale and
       leaseback of its oxygen plant at the La Oroya facility for $17,162. Doe
       Run Peru has an option to repurchase the oxygen plant at the end of the
       five-year lease term for $200. In April 1999, Doe Run Peru entered into a
       sale and leaseback of computer equipment for $761. These transactions
       have been accounted for as financing arrangements. The interest rates
       applicable under the oxygen plant and computer equipment leases are
       12.35% and 8.50%, respectively.

       In conjunction with early extinguishment of long-term debt, the Company
       recognized extraordinary charges of $4,388, net of income tax benefits of
       $2,362, in 1998.

       The aggregate estimated amounts of long-term debt maturing after October
       31, 2000 are as follows:

       <TABLE>
       <CAPTION>
       Fiscal year ending October 31:
       <S>                                      <C>
            2001                                $     5,508
            2002                                     37,348
            2003                                     84,485
            2004                                      2,011
            2005                                    247,050
            Thereafter                              127,792
                                                  ------------

                                                $   504,194
                                                  ============
</TABLE>

       At October 31, 2000, the Company's various debt agreements contained
       certain requirements with respect to net worth and coverage of fixed
       charges. These agreements also place limitations on dividend payments
       and other outside borrowings. The Company was in compliance with all
       debt covenants at October 31, 2000, and accordingly, the related debt
       is classified as noncurrent.

       On January 26, 2001, the Company entered into an amendment of its U.S.
       revolving credit facility. The amendment extends the term of the facility
       to January 15, 2003. In addition, the amendment includes changes to the
       net worth requirement, as well as the addition of a limitation on capital
       expenditures in the U.S. and requirements for earnings before interest,
       taxes, depreciation, depletion and amortization (EBITDA). The Company was
       in compliance with the provisions of the amendment at the date of the
       amendment.

       Doe Run Peru has available unsecured and uncommitted lines of credit and
       additional availability for letters of credit and custom bonds provided
       by local banks. Borrowings are in the form of short-term notes, with
       interest rates determined at the borrowing date. Borrowings under the
       unsecured and uncommitted lines of credit were $9,316 and $3,612 at
       October 31, 2000 and 1999, respectively. The average interest rate on
       outstanding borrowings as of October 31, 2000 was 8.80%.

                                         38
<PAGE>

                       THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                              (DOLLARS IN THOUSANDS)



(10)   FAIR VALUE OF FINANCIAL INSTRUMENTS

       At October 31, 2000 and 1999, the fair values of the Company's financial
       instruments, except for long-term debt and the hedge positions described
       in Note 15, were not materially different from their carrying amounts.

       The fair values of the Company's long-term debt were based on the
       estimates of incremental borrowing rates for similar types of borrowing
       arrangements or dealer quotes. The fair value of the Company's long-term
       debt was approximately $327,042 and $433,000 at October 31, 2000 and
       1999, respectively.

(11)   INCOME TAXES

       On January 15, 1999, Renco filed an election, with the consent of its
       shareholders, with the Internal Revenue Service to change its taxable
       status from that of a subchapter C corporation to that of a subchapter S
       corporation, effective November 1, 1998. At the same time, Renco elected
       for the Company to be treated as a qualified subchapter S subsidiary
       (QSSS). Most states in which the Company operates will follow similar tax
       treatment. QSSS status requires the ultimate shareholders to include
       their pro rata share of the Company's income or loss in their individual
       tax returns. The election does not affect foreign income taxes related to
       the Company's foreign subsidiaries. As a result of this change in tax
       status, the elimination of federal and most state deferred tax assets and
       liabilities for income tax purposes totaling $6,200 was recorded as
       income tax.

       For the previous fiscal years, the Company, pursuant to a tax sharing
       agreement with Renco, provided for federal income taxes as if the Company
       filed separate income tax returns except that, generally, no carryforward
       of net operating losses was permitted. The Company remitted to Renco
       annually the amount of federal income taxes provided. The Company's
       current state income tax expense reflects payments to Renco for taxes
       paid on its behalf.

       Doe Run Cayman is subject to the regulations of the Cayman Islands, which
       currently have no corporate income or capital gains tax. Doe Run Cayman's
       subsidiaries located in Peru are subject to Peruvian taxation. The
       statutory income tax rate in Peru is 30%. Doe Run Peru has obtained a
       ten-year tax stabilization agreement with the Peruvian government, which
       provides for Peruvian taxation based on tax statutes and regulations
       prevailing on November 6, 1997, beginning with the Peruvian tax year
       ending on December 31, 1997 through December 31, 2006.

       Income tax expense is comprised of the following:


<TABLE>
<CAPTION>

                                        YEAR ENDED OCTOBER 31,
                                  ------------------------------------
                                     2000         1999         1998
                                  -----------  -----------  ----------
        <S>                       <C>          <C>          <C>
        Current:
            Federal               $      -          238     $   3,446
            State                        -            -           529
            Foreign                  5,222        3,342        10,983
                                  -----------  -----------  ----------
                                     5,222        3,580        14,958
                                  -----------  -----------  ----------
        Deferred:
            Federal                      -        6,200        (6,200)
            Foreign                 (3,469)      (6,292)        2,640
                                  -----------  -----------  ----------
                                    (3,469)         (92)       (3,560)
                                  -----------  -----------  ----------

                                  $  1,753     $  3,488     $  11,398
                                  ===========  ===========  ==========

</TABLE>

                                      39

<PAGE>

                       THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                              (DOLLARS IN THOUSANDS)



       As a result of the change in tax status, the Company was not subject to
       federal income taxation for the years ended October 31, 2000 and 1999.
       Income tax expense for the year ended October 31, 1998 differed from the
       amount computed by applying the statutory federal corporate income tax
       rate of 35% to income before income tax expense as a result of the
       following:


<TABLE>

        <S>                                                                        <C>
        Income tax expense at statutory rate                                       $         8,008
        Increase (reduction) in income tax expense resulting
            from:
               Change in the balance of the valuation allowance
                 for deferred tax assets                                                     1,786
               Nondeductible expenses                                                          894
               State income taxes, net of federal benefit                                      344
               Other, net                                                                      366
                                                                                     ---------------
                                                                                   $        11,398
                                                                                     ===============

</TABLE>

       The income tax expense recorded in the consolidated statement of
       operations for the year ended October 31, 1999 reflects primarily: 1)
       deferred federal income tax expense of $6,200 relating to the elimination
       of net U.S. federal and state deferred tax assets, including related
       valuation allowances, as a result of the change in tax status, 2) current
       U.S. federal income tax expense resulting from the change in tax status,
       which will be paid by Renco and 3) the income tax provision of the
       Company's Peruvian subsidiaries. The net income tax benefit generated by
       the Peruvian subsidiaries for the years ended October 31, 2000 and 1999
       results primarily from the recognition of benefits related to tax losses
       generated in 2000 and 1999 and to the recognition in 1999 of an acquired
       tax loss of Cobriza for which no previous benefit was recognized. As a
       result of a merger of Cobriza with Doe Run Peru S.R.L., management
       believes that it is more likely than not that the future benefits of this
       tax loss will be realized.

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities are as
       follows:


<TABLE>
<CAPTION>

                                                                                            OCTOBER 31,
                                                                                     --------------------------
                                                                                        2000          1999
                                                                                     ------------  ------------
        <S>                                                                        <C>            <C>
        Deferred tax assets:
            Inventories                                                            $     1,959    $     2,071
            Property, plant and equipment                                               25,033         31,747
            Accrued liabilities                                                          1,348            960
            Tax loss carryforwards                                                      12,315          4,996
            Other noncurrent assets and liabilities                                      2,851          3,930
                                                                                     ------------  ------------
                                                                                        43,506         43,704
            Less valuation allowance                                                   (25,903)       (33,083)
                                                                                     ------------  ------------
                   Total deferred tax assets                                            17,603         10,621
                                                                                     ------------  ------------

        Deferred tax liabilities:
            Inventories and other current assets                                          (628)           (39)
            Property, plant and equipment                                               (9,785)        (6,861)
                                                                                     ------------  ------------
                   Total deferred tax liabilities                                      (10,413)        (6,900)
                                                                                     ------------  ------------
                   Net deferred tax assets                                         $     7,190    $     3,721
                                                                                     ============  ============

</TABLE>

                                      40

<PAGE>

                       THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                              (DOLLARS IN THOUSANDS)



       The deferred tax assets as of October 31, 2000 and 1999 relate solely to
       the Company's Peruvian subsidiaries. The deferred tax assets and
       liabilities related to property, plant and equipment are principally due
       to differences in book and tax allocations of the excess of the fair
       value of the sum of assets acquired, less liabilities assumed over the
       purchase price paid and accelerated depreciation methods used for tax
       purposes.

       Net operating loss carryforwards in Peru are available for use for four
       years beginning with the first year the Company has taxable income
       against which it can take a credit.

       Management believes that sufficient uncertainty exists regarding the
       realization of certain deferred tax assets and that a valuation allowance
       is required. The valuation allowance decreased $7,180 and $27,233 in the
       years ended October 31, 2000 and 1999, respectively. Of the change in
       1999, $15,114 related to the U.S. federal net deferred tax assets
       eliminated as a result of the change in tax status. The remainder of the
       change in 1999 results from a change in management's assessment regarding
       the future realization of deferred tax assets as a result of the merger
       of Doe Run Peru S.R.L and Cobriza and estimates of future earnings. In
       addition, benefits were realized in 2000 and 1999 relating to certain
       deferred tax assets against which a valuation allowance had previously
       been provided.

(12)   EMPLOYEE BENEFITS

       DOMESTIC PLANS

           DEFINED BENEFIT PLANS

       The Company sponsors a noncontributory defined benefit plan for its U.S.
       and expatriate employees. Benefits provided to salaried employees under
       the defined benefit plan are based on final average compensation and
       years of service. Benefits provided to hourly employees are based on a
       flat rate and years of service. The Company has also adopted a
       supplemental defined benefit plan, The Supplemental Employee Retirement
       Plan (SERP), effective November 1, 1996. The SERP provides benefits to
       those participants of the defined benefit plan whose benefits under the
       plan are limited by Sections 401(a)(17) or 415 of the Internal Revenue
       Code. Benefits under the SERP represent the amount by which the benefits
       under the defined benefit plan, if such benefits were not limited, exceed
       those benefits the participants are entitled to receive. The SERP plan is
       unfunded.

       Net periodic pension expense is comprised of the following:


<TABLE>
<CAPTION>

                                                                                 YEAR ENDED OCTOBER 31,
                                                                         ---------------------------------------
                                                                            2000         1999          1998
                                                                         -----------  ------------  ------------
        <S>                                                            <C>           <C>           <C>
        Service cost                                                   $    2,330    $   2,323     $     1,754
        Interest cost on projected benefit obligation                       4,841        4,435           4,040
        Expected return on assets                                          (5,262)      (4,622)         (4,504)
        Net amortization and deferral of unrecognized net
            losses                                                            164          761             269
                                                                         -----------  ------------  ------------
                   Net periodic pension expense                        $    2,073    $   2,897     $     1,559
                                                                         ===========  ============  ============

</TABLE>

                                      41

<PAGE>

                       THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                              (DOLLARS IN THOUSANDS)



       The following assumptions were used in the determination of net periodic
pension expense:


<TABLE>
<CAPTION>

                                                                               YEAR ENDED OCTOBER 31,
                                                                     --------------------------------------------
                                                                        2000            1999            1998
                                                                     ------------  ---------------  -------------
        <S>                                                          <C>           <C>              <C>
        Discount rates                                                    7.75%          7.50%            6.75%
        Rate of increase in compensation levels                           3.00%          3.00%            3.00%
        Expected long-term rate of return on assets                       9.00%          9.00%            9.00%

</TABLE>

The following table sets forth the funded status of the Company's defined
benefit plan:


<TABLE>
<CAPTION>

                                                                                            OCTOBER 31,
                                                                                    ----------------------------
                                                                                        2000           1999
                                                                                    -------------  -------------
        <S>                                                                       <C>             <C>
        Change in benefit obligation:
             Beginning of year                                                    $     64,360    $    63,998
             Service cost                                                                2,330          2,323
             Interest cost                                                               4,841          4,435
             Actuarial (gains)/losses                                                     (278)        (3,372)
             Plan amendments                                                                 7            -
             Benefits paid                                                              (3,420)        (3,024)
                                                                                    -------------  -------------
             End of year (a)                                                      $     67,841    $    64,360
                                                                                    =============  =============

       (a)    Includes accumulated benefit obligation related to the SERP plan of $3,253 and $2,917, respectively

        Change in plan assets:
             Beginning of year at fair value                                      $     59,299    $    52,722
             Actual return on plan assets                                               11,203          9,591
             Employer contributions                                                      1,685             10
             Benefits paid                                                              (3,420)        (3,024)
                                                                                    -------------  -------------
             End of year at fair value                                            $     68,767    $    59,299
                                                                                    =============  =============

        Reconciliation of funded status:
           Plan assets (projected benefit obligation) in excess of
               projected benefit obligation (plan assets)                         $        926   $     (5,061)
             Unamortized net transition asset                                              587            626
             Unrecognized actuarial (gains) losses                                        (548)         5,800
             Unrecognized prior service cost                                                13            -
                                                                                    -------------  -------------
                  Net amount recognized                                           $        978    $     1,365
                                                                                    =============  =============

        Amounts recognized in the balance sheet:
            Prepaid benefit cost - noncurrent                                     $      2,456    $     2,284
            Intangible asset                                                               207          1,054
            Accrued benefit liability - current                                            (20)           (20)
            Accrued benefit liability - noncurrent                                      (2,870)        (2,738)
            Accumulated other comprehensive income                                       1,205            785
                                                                                    -------------  -------------
                   Net asset at end of year                                       $        978    $     1,365
                                                                                    =============  =============

</TABLE>



                                                      42

<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       POSTRETIREMENT BENEFIT PLANS

       The Company sponsors three postretirement medical plans for its U.S. and
       expatriate employees. Two of these plans are self-insured plans. The
       plans generally cover medical expenses subject to deductibles, copayments
       and limits on specified coverage. For persons retired on or before
       January 1, 1992, the retiree's contribution to the cost of these plans
       varies primarily based upon the date of retirement and the respective
       plan. Effective January 1, 1992, the Company's contribution to the cost
       of coverage of employees retiring after that date decreased gradually,
       until, beginning in 1997, retirees pay 100% of the cost of coverage. The
       Company maintains stop-loss insurance for claims exceeding $200 per
       person in any calendar year for those plans that are self-insured.

       Net periodic postretirement benefit cost includes the following
       components:

       <TABLE>
       <CAPTION>
                                                              October 31,
                                                        -----------------------
                                                         2000    1999     1998
                                                        ------- ------- -------
       <S>                                              <C>     <C>     <C>
       Service cost                                     $  59   $  85   $  41
       Interest cost                                      729     709     754
       Amortization of gains                              (93)    (57)    (91)
                                                        ------- ------- -------

              Net periodic postretirement benefit cost  $ 695   $ 737   $ 704
                                                        ======= ======= =======
</TABLE>

       The postretirement benefit plans are unfunded. The following illustrates
       the Company's postretirement benefit obligation:

       <TABLE>
       <CAPTION>
                                                                         October 31,
                                                                   ------------------------
                                                                     2000         1999
                                                                   -----------  -----------
       <S>                                                        <C>          <C>
       Change in benefit obligation:
           Beginning of year                                      $  10,333    $  10,935
           Service cost                                                  59           85
           Interest cost                                                729          709
           Actuarial (gains)/losses                                    (347)        (484)
           Benefits paid                                               (778)        (912)
                                                                   -----------  -----------
           End of year                                            $   9,996    $  10,333
                                                                   ===========  ===========

       Reconciliation of funded status:
           Projected benefit obligation in excess of plan assets  $  (9,996)   $ (10,333)
           Unrecognized actuarial gains                              (2,889)      (2,635)
                                                                   -----------  -----------
                Accrued postretirement benefit cost               $ (12,885)   $ (12,968)
                                                                   ===========  ===========

           Current portion                                        $    (953)   $    (982)
           Noncurrent portion                                     $ (11,932)   $ (11,986)
</TABLE>

       The weighted average annual assumed rate of increase in the per capita
       cost of covered benefits (i.e., health care cost trend rate) for the
       medical plans was 6% for fiscal 2000, and 5% thereafter. A one percentage
       point increase/(decrease) in each year would increase/(decrease) the
       accumulated postretirement benefit obligation and the net periodic
       postretirement benefit cost by $549/$(520) and $42/$(40), respectively.

                                        43
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


           DEFINED CONTRIBUTION PLANS AND PROFIT SHARING PROGRAM

       The Company sponsors a 401(k) plan that covers substantially all U.S. and
       expatriate employees. Participants can contribute up to 15% of
       compensation on a before-tax basis. The Company's mandatory match under
       the plan is 25% of the first 6% of a participant's before-tax
       contribution. The Company may make additional contributions at
       management's discretion. The Company's expense representing its matching
       contribution was $686, $607, and $495 for the years ended October 31,
       2000, 1999, and 1998, respectively. Plan assets consist primarily of
       investments in common stock and debt securities.

       The Company has a profit sharing program, which covers substantially all
       U.S. employees. The program provides for a distribution to employees
       equal to 15% of U.S. income before income tax expense, plus any
       extraordinary items, excluding the related tax effect. At management's
       discretion, a portion of the distribution may be made in the form of a
       contribution to the 401(k) plan. The remainder is paid in cash to
       employees. The Company had no expense for the years ended October 31,
       2000, 1999, and 1998 as a result of losses before income tax expense in
       the U.S.

           FOREIGN PLANS

       Doe Run Peru is required to make semiannual deposits into a bank account
       for severance indemnity benefits for Peruvian employees under Peruvian
       government regulations. The balance in the account represents the full
       benefit due to such employees upon termination. The Company accrues for
       the additional amount that would be contributed to the account since the
       last deposit date as if all such employees were to terminate as of the
       balance sheet date. The Company's expense related to severance indemnity
       benefits was $2,951, $2,786 and $2,573 for the years ended October 31,
       2000, 1999 and 1998, respectively.

       In accordance with government regulations in Peru, employees are entitled
       to receive 8% of the Doe Run Peru's taxable income, 50% of which is
       distributed to employees based on number of days worked, and the
       remaining distributed in proportion to their salaries. Such profit
       sharing, which is tax deductible, is limited to 18 times the annual
       salary for each worker. Any excess is to be reserved and used for
       training of the workers. The Company had no expense relating to workers'
       profit sharing payments years ended October 31, 2000 and 1999, due to tax
       losses in those years. The Company's expense was $2,098 for the year
       ended October 31, 1998.

       In addition, the Company recorded the deferred workers' profit sharing
       asset of $2,094 and $1,104 at October 31, 2000 and 1999, respectively.
       The Company expects to recover the deferred workers' profit sharing asset
       through future reduction of workers' profit sharing payments.

(13)   BUSINESS AND CREDIT CONCENTRATIONS

       Metal prices fluctuate and are affected by numerous factors beyond the
       Company's control, including expectations for inflation, speculative
       activities, the relative exchange rate of the U.S. dollar, global and
       regional demand and production, political and economic conditions and
       production costs in major producing regions. The aggregate effect of
       these factors makes it impossible for the Company to predict metal
       prices. Fluctuations in metal prices could have a material adverse effect
       on the results of operations, financial condition and liquidity of the
       Company.

       For the years ended October 31, 2000, 1999, and 1998, approximately 70%,
       65%, and 67%, respectively, of the Company's U.S. operations' revenues
       from unaffiliated customers were from U.S. battery manufacturers
       (primarily automotive) or their suppliers. At October 31, 2000 and 1999,
       the accounts receivable balances related to these U.S. battery
       manufacturers were $33,239 and $33,393, respectively.

                                        44
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       No single customer accounted for greater than 10% of consolidated
       revenues for the years ended October 31, 2000, 1999 and 1998.

 (14)  SEGMENT INFORMATION

       The Company's operating segments are separately managed business units
       that are distinguished by products, location and production process. The
       primary lead segment includes integrated mining, milling and smelting
       operations located in Missouri. The secondary lead segment, located in
       Missouri, recycles lead-bearing feed materials, primarily spent
       batteries. The fabricated products segment produces value-added lead
       products. The Peruvian operations produces an extensive product mix of
       non-ferrous and precious metals through the Company's subsidiary, Doe Run
       Peru.

       The accounting policies of the segments are the same as those described
       in the summary of significant accounting policies, except that the
       primary lead, secondary lead and fabricated products segments value
       finished metals and concentrates, work in process and raw materials
       inventories at FIFO cost. Certain functions are performed at the
       Company's corporate office for the primary lead and secondary lead
       segments, such as sales and billing, as well as the general
       administration of the Company. Related accounts receivable and corporate
       overhead expenses are not allocated to operating segments.

       OPERATING SEGMENTS - REVENUES

       <TABLE>
       <CAPTION>
                                                                      Year Ended October 31,
                                                            ------------------------------------------
                                                               2000           1999           1998
                                                            ------------   ------------   ------------
          <S>                                              <C>            <C>            <C>
          Revenues from external customers:
               Peruvian operations                         $   486,075    $  457,434     $   449,320
               Primary lead                                    233,372       243,075         182,222
               Secondary lead                                   67,273        60,016          58,872
               Fabricated products                              26,231        25,700          17,462
                                                            ------------   ------------   ------------
                         Total                                 812,951       786,225         707,876
                                                            ------------   ------------   ------------
          Revenues from other operating segments: (1)
               Peruvian operations                               1,573         2,898           3,311
               Primary lead                                      2,535         1,516             549
               Secondary lead                                      588           745             677
               Fabricated products                                  23             -               -
                                                            ------------   ------------   ------------
                         Total                                   4,719         5,159           4,537
                                                            ------------   ------------   ------------
                         Total reportable segments             817,670       791,384         712,413
          Other revenues (2)                                     2,091        14,049           3,045
          Intersegment eliminations                             (4,719)       (5,159)         (4,537)
                                                            ------------   ------------   ------------
                         Total revenues                    $   815,042    $  800,274     $   710,921
                                                            ============   ============   ============
</TABLE>

       (1) Transactions between segments consist of metal sales recorded based
           on sales contracts that are negotiated between segments on an
           arms-length basis.

       (2) Other revenues consist of metal sales not attributed to operating
           segments and gains (losses) on hedging transactions.

                                        45
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

        REVENUES BY COUNTRY (3)                                                          Year Ended October 31,
                                                                              -----------------------------------------
                                                                                 2000           1999          1998
                                                                              ------------  -------------  ------------
        <S>                                                                  <C>           <C>
              United States                                                  $   453,732   $   493,163    $   401,053
              Peru                                                                56,126        68,333        120,455
              Japan                                                               67,918        29,183         25,001
              Brazil                                                              59,555        50,184         40,086
              United Kingdom                                                      48,982        37,379          8,984
              India                                                                5,137        28,890         10,435
              Other                                                              123,592        93,142        104,907
                                                                              ------------  -------------  ------------
                   Total revenues                                            $   815,042   $   800,274    $   710,921
                                                                              ============  =============  ============
</TABLE>

       (3)    Revenues are attributed to countries based on destination of
              shipments.


        OPERATING SEGMENTS - EBITDA (EARNINGS BEFORE INTEREST,
             TAXES, AND DEPLETION, DEPRECIATION AND AMORTIZATION)

<TABLE>
<CAPTION>
                                                                                         Year Ended October 31,
                                                                             ------------------------------------------
                                                                                 2000           1999          1998
                                                                             -------------  -------------  ------------
        <S>                                                                 <C>            <C>            <C>
             Peruvian operations                                            $    44,442    $    51,743    $   70,594
             Primary lead                                                        13,606         28,795        17,489
             Secondary lead                                                      15,316         10,917         9,594
             Fabricated products                                                  2,654          2,464          (458)
                                                                             -------------  -------------  ------------
                   Total reportable segments                                     75,998         93,919        97,219
             Other revenues and expenses (4)                                     (3,155)           109        (2,761)
             Corporate selling, general and administrative expenses             (16,529)       (16,045)      (15,874)
                 Intersegment eliminations                                            6            157           (92)
                                                                             -------------  -------------  ------------
                   Consolidated EBITDA                                           56,320         78,140        78,492
             Depreciation, depletion and amortization                           (30,520)       (31,400)      (24,540)
             Interest income                                                     14,433         14,755         9,586
             Interest expense                                                   (61,595)       (59,417)      (40,659)
                                                                             -------------  -------------  ------------
                   Income before taxes and extraordinary item               $   (21,362)   $     2,078    $   22,879
                                                                             =============  =============  ============
</TABLE>

       (4) Other revenues and expenses include primarily exploration expenses,
           gains and losses recognized on hedge transactions, and adjustments
           necessary to state inventories at LIFO cost.

<TABLE>
<CAPTION>
        OPERATING SEGMENTS - TOTAL ASSETS                                                       October 31,
                                                                                       ------------------------------
                                                                                            2000            1999
                                                                                       ---------------  -------------
        <S>                                                                           <C>              <C>
              Peruvian operations                                                     $    282,041     $    266,784
              Primary lead                                                                 140,088          147,316
              Secondary lead                                                                30,960           30,347
              Fabricated products                                                           11,979           12,687
                                                                                       ---------------  -------------
                    Total reportable segments                                              465,068          457,134
              Unallocated corporate assets (5)                                             246,766          252,862
              Intersegment eliminations                                                    (46,889)         (45,279)
                                                                                       ---------------  -------------
                    Total assets                                                      $    664,945     $    664,717
                                                                                       ===============  =============
</TABLE>

       (5) Unallocated corporate assets consist primarily of the Special Term
           Deposit, cash, primary lead and secondary lead segments' accounts
           receivable, investments in subsidiaries, pension assets, and deferred
           financing costs.

                                          46
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


(15)   COMMITMENTS AND CONTINGENCIES

           INVESTMENT COMMITMENT

       According to the Contract described in Note 2, Doe Run Peru is obligated
       to expend $120,000 through October 23, 2002 to expand and modernize its
       operations, including certain expenditures to comply with environmental
       regulations within Peru, as discussed below. In the event that Doe Run
       Peru has not fulfilled its obligations under the investment commitment by
       the end of October 23, 2002, it will be obligated to pay a penalty to
       Centromin equal to 30% of any shortfall. As of October 31, 2000,
       Centromin had approved qualifying expenditures through October 31, 1999
       totaling approximately $58,400. The Company has submitted its
       expenditures for the year ended October 31, 2000, which are pending
       approval by Centromin. It is possible that these expenditures will not be
       accepted in their entirety as qualifying under the Contract, however
       management does not believe that any disallowed expenditures will affect
       the Doe Run Peru's ability to meet its commitment.

           TOLLING

       The Company has entered into a tolling arrangements with major battery
       manufacturers whereby the manufacturers will deliver spent lead-acid
       batteries and other lead-bearing material to the Company's recycling
       facility and, for a processing fee, the Company will return finished lead
       metal. The largest of these contracts expires in December 2001. The
       agreements cover approximately 13% of the Company's anticipated combined
       primary and secondary lead metal production for the 2001 fiscal year.

           SALES

       The Company has commitments to sell approximately 92%, 88%, 76%, 47% and
       89% of its anticipated 2001 lead, copper, zinc, silver and gold metal
       production, respectively under agreements, with terms of generally less
       than one year. Sales prices are generally based on the average quoted
       exchange prices for the month of shipment, plus a premium.

           HEDGING

       The fair market value of the Company's hedging positions at October 31,
       2000 and 1999 is the difference between quoted prices at the respective
       period-end and the contract settlement value. The fair market value
       represents the estimated net cash the Company would receive (pay) if the
       contracts were canceled on the respective dates. To the extent management
       has designated these contracts as hedges, the related gains and losses
       will be recognized in net sales when the related production is sold.
       These fair market values are exclusive of deferred option premium income
       relating to these contracts of $1,552 and $1,083 at October 31, 2000 and
       1999, respectively.

       The Company's open hedging positions at October 31, 2000 were:

           FUTURES SALES (PURCHASE) CONTRACTS (NUMBERS NOT IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    Fair
            Metal      Quantity           Price Range            Market Value       Period
           -------- -------------- ---------------------------  -------------- --------------------
           <S>       <C>            <C>                        <C>              <C>
           Lead      40,509  tons   $.1988/lb. to $.2400/lb.   $   (403,000)    Nov. 00 to Dec. 01
           Copper    (4,325) tons   $.8140/lb. to $.9072/lb.       (669,619)    Nov. 00 to Mar. 01
           Zinc      (5,897) tons   $.4967/lb. to $.5498/lb.       (157,943)    Nov. 00 to Jun. 01
           Silver    (175,000) oz   $5.59/oz. to $5.70/oz.         (217,975)    Nov. 00
</TABLE>
                                        47
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
           SOLD CALL OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

                                                                   Fair
            Metal      Quantity           Price Range           Market Value       Period
           -------- -------------- --------------------------  -------------- --------------------
           <S>       <C>            <C>                       <C>              <C>
           Copper      12,973 tons  $.7800/lb. to $.9000/lb.  $  (1,544,285)   Nov. 00 to Aug. 01
           Lead        72,890 tons  $.2041/lb. to $.2404/lb.     (1,480,600)   Nov. 00 to Feb. 02
           Zinc         4,904 tons  $.5216/lb. to $.5670/lb.        (15,470)   Nov. 00 to Apr. 01
           Silver    150,000   oz.   $5.00/oz. to $5.10/oz.          (4,200)   Nov. 00 to Dec. 00
           Gold        3,000   oz.    $285/oz. to $290/oz.           (2,600)   Nov. 00 to Dec. 00
</TABLE>
<TABLE>
<CAPTION>
           SOLD PUT OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

                                                                    Fair
            Metal      Quantity           Price Range            Market Value       Period
           -------- -------------- --------------------------  -------------- --------------------
           <S>       <C>            <C>                       <C>              <C>
           Copper       1,261 tons  $.8200/lb. to $.8845/lb.  $    (275,000)   Nov. 00 to Feb. 01
           Lead        19,566 tons  $.2063/lb. to $.2223/lb.       (112,300)   Nov. 00 to Apr. 01
           Zinc         6,560 tons  $.4876/lb. to $.5443/lb.       (260,500)   Nov. 00 to May. 01
           Silver    200,000   oz.   $4.70/oz. to $4.85/oz.         (22,500)   Nov. 00 to Dec. 00
           Gold        3,000   oz.    $270/oz. to $280/oz.          (33,700)   Nov. 00 to Dec. 00
</TABLE>

       The Company's open hedging positions at October 31, 1999 were:

<TABLE>
<CAPTION>
           FUTURES SALES (PURCHASE) CONTRACTS (NUMBERS NOT IN THOUSANDS)

                                                                    Fair
            Metal      Quantity           Price Range            Market Value       Period
           -------- -------------- ---------------------------  -------------- -------------------
           <S>       <C>            <C>                         <C>            <C>
           Lead      (32,656) tons   $.2184/lb. to $.2404/lb.  $    (100,150)  Nov. 99 to Dec. 01
           Copper         771 tons   $.7974/lb. to $.8042/lb.         (6,143)  Nov. 99 to Jan. 00
</TABLE>
<TABLE>
<CAPTION>
           SOLD CALL OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

                                                                    Fair
            Metal      Quantity           Price Range            Market Value       Period
           -------- -------------- --------------------------  -------------- --------------------
           <S>       <C>            <C>                       <C>              <C>
           Copper     9,400 tons    $.7800/lb. to $.9200/lb.  $  (1,213,975)   Nov. 99 to Aug. 00
           Lead      32,776 tons    $.2404/lb. to $.2570/lb.        (76,799)   Nov. 99 to Dec. 99
           Zinc       9,825 tons    $.4944/lb. to $.5216/lb.       (351,733)   Nov. 99 to Mar. 00
           Silver    370,000 oz.     $5.51/oz. to $5.90/oz.         (39,348)   Nov. 99 to Dec. 99
</TABLE>
                                        48
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
           SOLD PUT OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

                                                                    Fair
            Metal      Quantity           Price Range            Market Value       Period
           -------- -------------- --------------------------  -------------- --------------------
           <S>       <C>            <C>                       <C>              <C>
           Copper      1,550 tons   $.6600/lb. to $.7600/lb.  $     297,724    Nov. 99 to Aug. 00
           Lead        3,250 tons   $.2250/lb. to $.2404/lb.        (37,417)   Nov. 99 to Jan. 00
           Zinc        1,125 tons   $.4876/lb. to $.4899/lb.        (10,734)   Nov. 99 to Mar. 00
</TABLE>

       Sold put option contracts used by the Company to offset certain fixed
       price sales to customers do not meet the definition of a hedge, and the
       net mark to market adjustment related to these contracts was a loss of
       $242, for the year ended October 31, 2000. No net mark to market
       adjustments were required in the years ended October 31, 1999 and 1998.

       The Company does not obtain collateral or other security to support hedge
       instruments subject to credit risk, but assesses the reliability and
       reputation of its counterparties before contracts are established.

           LETTERS OF CREDIT

       At October 31, 2000, the Company had issued irrevocable standby letters
       of credit totaling $7,416 in connection with the Company's insurance and
       bonding activities. The Company also had outstanding standby letters of
       credit and customs bonds of $2,840 and $8,768, respectively, relating to
       concentrate and other purchases and a custom bond of $1,500 as collateral
       for the deferred purchase price obligation discussed in Note 9.

           EMPLOYMENT AGREEMENTS

       The Company has employment agreements with a number of its senior
       executives through October 31, 2001, with automatic renewal annually
       unless written notice is given at least three months prior to the
       expiration date.

(16)   ENVIRONMENTAL AND LITIGATION MATTERS

       ENVIRONMENTAL

       The Company has recorded a liability of $31,183 as of October 31, 2000,
       which represents management's best estimate of known obligations relating
       to environmental and reclamation matters, which are discussed below.

              DOMESTIC OPERATIONS

       The Company is subject to numerous federal, state and local environmental
       laws and regulations governing, among other things, air emissions, waste
       water discharge, solid and hazardous waste treatment, and storage,
       disposal and remediation of releases of hazardous materials. In common
       with much of the mining industry, the Company's facilities are located on
       sites that have been used for heavy industrial purposes for decades and
       may require remediation. The Company has made and intends to continue
       making the necessary expenditures for environmental remediation and
       compliance with environmental laws and regulations. Environmental laws
       and regulations may become more stringent in the future which could
       increase costs of compliance.

                                        49
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       Primary smelter slag produced by and stored at the primary smelter in
       Herculaneum, Missouri is currently exempt from hazardous waste regulation
       under the Resource Conservation and Recovery Act of 1976, as amended
       (RCRA), but is subject to a state closure permit. The Company has accrued
       approximately $1,000 related to the cost of closure pursuant to this
       permit, which is management's best estimate of closure costs under the
       current requirements of the permit.

       The Company signed a voluntary Administrative Order of Consent (AOC) in
       September 2000 to study and address issues related to the slag pile,
       plant property, community soils adjacent to the primary smelter in
       Herculaneum, elevated blood lead levels in the community and lead
       releases from the plant. At this time, it is not possible to determine
       the outcome of the study or what potential remediation actions, if any,
       may be required after the study is completed. In addition, the Company
       has agreed to replace the soil in yards of private residences within a
       half-mile of the smelter. The estimated cost of this cleanup is
       approximately $800, to be performed in fiscal 2001 and the first part of
       2002. The Company has also agreed to test soils in an area outside the
       half-mile zone to determine if additional remediation is required. The
       estimated cost may change if required levels of remediation are different
       than currently estimated or if additional homes are identified as a
       result of soil testing.

       The Company, working with the Missouri Department of Natural Resources
       and the Missouri Air Conservation Commission, has developed a new plan to
       bring the Herculaneum smelter in compliance with the ambient air quality
       standard for lead promulgated under the federal Clean Air Act. The plan
       was included in a consent judgement entered into by the Company in
       December 2000, and has been approved at the state level and by the U.S.
       EPA. Capital expenditures for the control measures were approximately
       $1,400 in fiscal 2000 and are expected to be $11,000 thereafter,
       approximately $3,000 of which will be spent in fiscal 2001.

       The Company has received notice that it is a potentially responsible
       party (PRP) subject to liability under The Comprehensive Environmental
       Response, Compensation and Liability Act of 1980, as amended (CERCLA) at
       the following sites: six sites in St. Francois County, Missouri,
       including the Big River Mine Tailings site, the Bonne Terre site, the
       Federal site, the National site, the Rivermines site and the Leadwood
       site; the Oronogo-Durenweg site in Jasper County, Missouri; the Cherokee
       County site in Cherokee County, Kansas; the Tar Creek site in Ottawa
       County, Oklahoma; the Block "P" site in Cascade County, Montana; and the
       Missouri Electric Works site in Cape Girardeau, Missouri. There are two
       additional sites in St. Francois County for which the EPA has indicated
       it will issue notice. These sites involve historical operations of
       predecessors of the Company. CERCLA provides for strict and, in certain
       circumstances, joint and several liability for response costs and natural
       resource damages. The Company has a reserve as of October 31, 2000 of
       approximately $10,500 for these sites, including the two additional sites
       in St. Francois County, which the Company believes is adequate based on
       its investigations to date. However, depending upon the types of
       remediation required and certain other factors, costs at these sites,
       individually or collectively, could have a material adverse effect on the
       results of operations, financial condition and liquidity of the Company.

       The Company signed a voluntary AOC in 1994 with the EPA to remediate the
       Big River Mine Tailings site; the remediation work required by the AOC
       has been substantially completed, and will be followed by revegetation
       and ongoing monitoring and maintenance activities.

       The Company has also signed AOCs to perform an Engineering
       Evaluation/Cost Analysis (EE/CA) on each of the Bonne Terre, National,
       Rivermines, and Leadwood sites for remediation of the mine waste areas at
       these sites. In addition, the Company has signed an AOC with the EPA to
       conduct a Remedial Investigation/Feasibility Study (RI/FS) to assess
       potential off-site impacts of site operations on and the need for
       remediation regarding groundwater, residential soils, several creeks and
       a river. The RI/FS is being conducted by a third party with completion
       currently expected within two years. The Company has signed an order to
       conduct interim measures until the RI/FS is complete, consisting of blood
       lead testing of young children, residential soil sampling, and

                                        50
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       limited soil remediation as indicated by the testing and sampling
       results. The Company believes the current reserves assigned to these
       sites are adequate. However, should remediation goals or areas change,
       requiring substantially increased measures, there can be no assurance
       that the reserves would be adequate.

       The Company has been advised by the EPA that it is considering taking
       certain response actions at a mine site in Madison County, Missouri known
       as the Mine LaMotte Site. A predecessor of the Company was a former
       operator of the site in a joint venture with another company. The EPA has
       not decided whether any action will be taken, but the Company and the
       joint venture partner have signed an AOC to conduct an RI/FS at the site.
       This site is substantially smaller than the sites in St. Francois County
       where the Company has been named a PRP, and the potential issues are less
       complex. The Company has also been advised that remediation is required
       at a related small satellite mine site. After conducting an
       investigation, the Company has determined that it was not involved in
       operations at the satellite site. At this time, based on this preliminary
       information and an inspection of the sites, management does not believe
       that any future action will result in a material adverse impact to the
       results of operations, financial condition or liquidity of the Company.

       The Company's Buick recycling facility is subject to corrective action
       requirements under RCRA as a result of a storage permit for certain
       wastes issued in 1989. This will involve remediation of solid waste
       management units at the site, although the plan for corrective action has
       not yet been finalized. The Company has reserves as of October 31, 2000
       of approximately $1,600 for corrective action and $2,600 for closure
       costs for the permitted storage area. While management believes these
       reserves are adequate based on expectations of the closure plan
       requirements, regulators could require that additional measures be
       included in the finalized plan, which could change the estimate of the
       costs for corrective action.

       The Company's domestic operating facilities have wastewater discharge
       permits issued under the federal Clean Water Act, as amended. It is
       possible that stricter discharge limits than previously in effect may be
       included in certain permits now in renewal. If additional treatment
       facilities were required under these permits, capital expenditures of
       approximately $2,500 would be required. Management does not expect an
       appreciable increase in operating costs.

       The Company's mining and milling operations include six mine waste
       disposal facilities that are subject to Missouri mine closure permit
       requirements. The total expected cost of closure is $11,000. Certain
       closure requirements have already been performed, and the remaining
       estimated cost of future closure activities is approximately $7,600. The
       Company's mine and mill closure reserves were approximately $7,400 as of
       October 31, 2000.

              FOREIGN OPERATIONS

       Doe Run Peru submitted to and received approval from the Peruvian
       government for an Environmental Adjustment and Management Program (PAMA)
       that consisted of an environmental impact analysis, monitoring plan and
       data, mitigation measures and closure plan. The PAMA also sets forth the
       actions and corresponding annual investments the concession holder agrees
       to undertake in order to achieve compliance with the maximum applicable
       limits prior to expiration of the PAMA (ten years for smelters, such as
       Doe Run Peru's operations in La Oroya, and five years for any other type
       of mining or metallurgical operation like Cobriza). The required amount
       of annual investment must not be less than one percent of annual sales.
       Once approved, the PAMA functions as the equivalent of an operating
       permit with which the operator must comply. After expiration of the PAMA,
       the operator must comply with all applicable standards and requirements.
       Future changes in legal rules and maximum permissible levels would not be
       applicable to Doe Run Peru for the remaining period of the PAMA.

                                        51
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       Doe Run Peru has committed under its PAMA to implement the following
       projects at its La Oroya smelter through December 31, 2006:

       - New sulfuric acid plants
       - Treatment plant for the copper refinery effluent
       - Industrial waste water treatment plant for the smelter and refinery
       - Improve Huanchan lead and copper slag deposits
       - Build an arsenic trioxide deposit
       - Management and disposal of lead and copper slag wastes
       - Domestic waste water treatment and domestic waste disposal

       Through October 31, 2000, the Company had spent approximately $18,600 on
       projects under the La Oroya PAMA.

       Annual spending on a calendar year basis as approved in the La Oroya PAMA
       is as follows:

<TABLE>
<CAPTION>
                                              Estimated
                       Year                      Cost
                     -------                -------------
                       <S>                    <C>
                       2001                     13,800
                       2002                     14,300
                       2003                     13,180
                       2004                     30,055
                       2005                     34,790
                       2006                     42,040
                                            -------------
                                              $148,165
                                            =============
</TABLE>

       The current estimate for the total to be expended on environmental
       projects under the PAMA and on additional related process changes for Doe
       Run Peru is approximately $190,000 for this period. Doe Run Peru has
       requested permission from the MEM to change certain PAMA projects and the
       timing of their completion. However, there can be no assurance that the
       MEM will approve proposed changes to the PAMA or that implementation of
       the changes will not increase the cost of compliance.

       Doe Run Peru's operations historically and currently exceed some of the
       applicable Ministry of Energy and Mines (MEM) maximum permissible limits
       pertaining to air emissions, ambient air quality and waste water effluent
       quality. The PAMA projects, which are more fully discussed below, have
       been designed to achieve compliance with such requirements prior to the
       expiration of the PAMA on January 13, 2007. No assurance can be given
       that implementation of the PAMA projects is feasible or that their
       implementation will achieve compliance with the applicable legal
       requirements by the end of the PAMA period. Further, there can be no
       assurance that the Peruvian government will not in the future require
       compliance with additional or different environmental obligations that
       could adversely affect Doe Run Peru's business, financial condition or
       results of operations. Under the purchase agreement related to the
       acquisition of the La Oroya assets in October 1997, Empresa Minera del
       Centro del Peru S.A. (Centromin), the previous owner of the La Oroya
       assets, agreed to indemnify Doe Run Peru against environmental liability
       arising out of its prior operations, and performance of the indemnity has
       been guaranteed by the Peruvian government through the enactment of the
       Supreme Decree No. 042-97-PCM. However, there can be no assurance that
       Centromin will satisfy its environmental obligations and investment
       requirements, including those in its PAMA, or that the guarantee will be
       honored. Any failure by Centromin to satisfy its environmental
       obligations could adversely affect Doe Run Peru's business, financial
       condition or results of operations.

                                        52
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       The Cobriza mine has a separate PAMA in which the Company has committed
       to complete projects to manage tailings, sewage and garbage by mid-2002.
       The Company has spent approximately $8,300 under the PAMA as of October
       31, 2000. After beginning construction on the largest of the projects,
       the tailings backfill project, revisions to the cost estimate increased
       substantially. As a result, the Company has requested a revision of its
       PAMA from the MEM, which would allow it to operate for a time without
       completing the backfill project. Future economic and operating conditions
       could affect the Company's ability to complete the backfill project. The
       Company is currently in compliance with its requirement to reduce
       emissions from the mine under the PAMA through a decrease in production.
       The Company is delaying further spending on the tailing projects in the
       PAMA while tailings options, mine plans and cost estimates are reviewed.
       At this time, it is not possible to determine whether the MEM will allow
       the Company to amend its PAMA. Mine plans and costs could change if the
       MEM does not allow the Company to amend its PAMA.

       The Company is responsible for the closure costs relating to a zinc
       ferrite disposal site. The Company has accrued $7,200 for the closure
       costs and, although a plan for closure of the site has not been
       finalized, management believes that this reserve is adequate.

          CONSOLIDATED

       The Company believes its reserves for domestic and foreign environmental
       and reclamation matters are adequate, based on the information currently
       available. Depending upon the type and extent of remediation activities
       required, costs in excess of established reserves are reasonably
       possible. Therefore, there can be no assurance that additional costs,
       both individually and in the aggregate, would not have a material adverse
       effect on the results of operations, financial condition and liquidity of
       the Company.

          LITIGATION

       The Company is a defendant in six lawsuits alleging certain damages
       stemming from the operations at the Herculaneum smelter. Two of these
       cases are class action lawsuits. In one case, the plaintiffs seek to have
       certified two separate classes. The first class would consist of property
       owners in a certain section of Herculaneum, alleging that property values
       have been damaged due to the operations of the smelter. The second class
       would be composed of children who lived in Herculaneum during a period of
       time when they were nine months to six years old, and the remedy sought
       is medical monitoring for the class. On December 5, 2000 the court denied
       class certification for both classes. The second case is similarly
       seeking certification of a class of property owners allegedly damaged by
       operations from the smelter, but the potential size of the class is every
       home in Herculaneum, Missouri. Investigation and research by the Company
       indicates property values in Herculaneum are consistent with those of
       surrounding communities and have not been affected by the smelter.
       Finally, based on rules for class certification, and the reasoning in the
       December 5 court ruling in the first case, the Company believes class
       certification in the second case is unlikely. The December 5, 2000 ruling
       denying class certification in one of the cases appears to support this
       conclusion.

       The other four cases are personal injury actions by seventeen individuals
       who allege damages from the effects of lead poisoning due to operations
       at the smelter. Punitive damages also are being sought in each case. The
       Company is vigorously defending all of these claims.

       Because the cases are in discovery, the Company is unable at this time to
       state with certainty the expected outcome of and the final costs of any
       of these cases. Therefore, there can be no assurance that these cases
       would not have a material adverse effect, both individually and in the
       aggregate, on the results of operations, financial condition and
       liquidity of the Company.

                                        53
<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)


       On May 21, 1999, a lawsuit was filed against the Company alleging certain
       damages from discontinued mine facilities in St. Francois County. The
       plaintiffs seek to have certified two separate classes. The first class
       would consist of property owners, alleging that property values have been
       damaged due to the tailings from the discontinued operations. The second
       class would be composed of children, and the remedy sought is medical
       monitoring for the class. The Company intends to vigorously defend itself
       against this claim. The Company is unable at this time to state with
       certainty the expected outcome of and the final costs of this suit.
       Therefore, there can be no assurance the suit will not have a material
       adverse effect on the results of operations, financial condition and
       liquidity of the Company.

       The Company, with several other defendants, has been named in six cases
       in Maryland. One case is seeking certification as a class the owners of
       all housing in the State of Maryland built prior to 1978 that have lead
       paint on the premises. The complaint alleges that all defendants were
       members of Lead Industries Association (LIA), a trade association, and
       that the defendants improperly promoted lead paint. The suit seeks
       damages for paint removal for all such housing in the State of Maryland.
       The other suits seek damages, alleging personal injuries as a result of
       lead poisoning from exposure to lead paint and tetraethyl lead dust. The
       suits seek punitive damages. Discovery has just begun, and the Company is
       unable at this time to state with certainty the expected outcome of and
       the final costs of any of these cases. Therefore, there can be no
       assurance that these cases would not have a material adverse effect on
       the results of operations, financial condition and liquidity of the
       Company.

       In February, 2000 the Company and several other parties were named
       defendants in a suit brought by the City of St. Louis, Missouri for costs
       allegedly incurred and to be incurred by the plaintiff for the care of
       lead-poisoned persons, education programs for children injured by
       exposure to lead and the abatement of lead hazards purportedly created by
       the defendants in the City of St. Louis. The complaint alleges that the
       defendants made material misrepresentations and intentional omissions of
       material facts to the City and/or its residents regarding the nature of
       lead and lead products, such as paint. The suit also seeks punitive
       damages. Discovery has yet to be initiated, the Company is unable at this
       time to state with certainty the expected outcome of and the final costs
       of any of these cases. Therefore, there can be no assurance that these
       cases would not have a material adverse effect on the results of
       operations, financial condition and liquidity of the Company.

       On November 1, 2000, one hundred and seven individual cases were filed
       that list the Company among the defendants, alleging that the employees
       or ex-employees of Burlington Northern Railroad who filed the cases were
       exposed to lead from the hauling of lead concentrates by the railroad.
       These cases were recently filed, and the Company is unable at this time
       to state with certainty the expected outcome of and the final costs of
       any of these cases. Therefore, there can be no assurance that these cases
       would not have a material adverse effect on the results of operations,
       financial condition and liquidity of the Company.

(17)   GUARANTOR SUBSIDIARIES

       The Guarantor Subsidiaries (Fabricated Products, Inc. (FPI) and DR Land
       Holdings, LLC (the Domestic Guarantors) Doe Run Cayman Ltd. (Doe Run
       Cayman) and certain subsidiaries, Doe Run Mining S.R.L. and its
       subsidiaries Doe Run Development S.A.C. and Doe Run Peru) have jointly
       and severally, fully, unconditionally and irrevocably guaranteed the
       Unsecured Notes and Secured Notes of the Company. Separate financial
       statements and other disclosures concerning certain Guarantor
       Subsidiaries and disclosures concerning non-Guarantor Subsidiaries have
       not been presented because management has determined that such
       information is not material to investors.

                                        54
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (DOLLARS IN THOUSANDS)



(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of October 31, 2000


<TABLE>
<CAPTION>

                                                             The Company
                                                              Excluding               Doe Run Cayman    Doe Run
                                                              Guarantor    Domestic    and Certain      Peru and
                                                            Subsidiaries  Guarantors   Subsidiaries   Subsidiaries  Eliminations
                                                            ------------  ----------   ------------   ------------  ------------
<S>                                                         <C>           <C>         <C>             <C>           <C>
                                                                      ASSETS

Current assets:
     Cash                                                     $     -     $    -        $      45      $   8,250     $     -
     Trade accounts receivable, net of allowance for
         doubtful accounts                                       48,745      3,197            -           25,425          (349)
     Inventories                                                 49,388      1,988            -           67,364           (14)
     Prepaid expenses and other current assets                    7,510        202         (2,176)        38,483        (1,675)
     Net deferred tax assets                                        -          -              (34)         2,626           -
     Due from subsidiaries                                       18,882        -              -              -         (18,882)
     Due from parent                                                -          -              -           34,667       (34,667)
                                                              ---------   --------      ---------      ---------     ---------
         Total current assets                                   124,525      5,387         (2,165)       176,815       (55,587)
Property, plant and equipment, net                              130,822      6,657            -          138,035           -
Special term deposit                                            125,000        -              -              -             -
Net deferred tax assets                                             -          -              -            4,598           -
Other noncurrent assets, net                                     10,258        205            197            198           -
Investment in subsidiaries                                       27,209        -          197,390            -        (224,599)
                                                              ---------   --------      ---------      ---------     ---------
         Total assets                                         $ 417,814   $ 12,249      $ 195,422      $ 319,646     $(280,186)
                                                              =========   ========      =========      =========     =========

                                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term borrowings and current maturities
         of long-term debt                                    $     396   $    -        $   1,382      $  13,046     $     -
     Accounts payable                                            19,043      2,011            -           32,719          (349)
     Accrued liabilities                                         29,186        357          3,339         19,582        (1,675)
     Due to subsidiaries                                            -          -           34,667            -         (34,667)
     Due to parent                                                  -        7,965          3,887          7,030        18,882)
                                                              ---------   --------      ---------      ---------     ---------
         Total current liabilities                               48,625     10,333         43,275         72,377       (55,573)
Long-term debt, less current maturities                         331,183        -          125,000         42,503           -
Other noncurrent liabilities                                     44,920      1,840            -            7,376           -
                                                              ---------   --------      ---------      ---------     ---------
         Total liabilities                                      424,728     12,173        168,275        122,256       (55,573)
Shareholders' equity:
     Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                      0        -              -              -             -
     Common stock, $1 par value, 1,000 shares authorized,
         issued, and outstanding                                    -            1            -              -              (1)
     Common stock, $1 par value, 2,005,000 shares authorized,
         issued and outstanding                                     -          -            2,005            -          (2,005)
     Common stock, one nuevo sole par value, 729,548,057
         shares authorized, issued and outstanding                  -          -              -          271,435      (271,435)
     Additional paid in capital                                   5,238      1,205            -          (16,234)       15,029
     Due from parent                                                -          -              -         (104,090)      104,090
     Retained earnings (deficit) and accumulated other
         comprehensive loss                                     (12,152)    (1,130)        25,142         46,279       (70,291)
                                                              ---------   --------      ---------      ---------     ---------
         Total shareholders' equity (deficit)                    (6,914)        76         27,147        197,390      (224,613)
                                                              ---------   --------      ---------      ---------     ---------
         Total liabilities and shareholders' equity (deficit) $ 417,814   $ 12,249      $ 195,422      $ 319,646     $(280,186)
                                                              =========   ========      =========      =========     =========

<CAPTION>

                                                                   The
                                                                 Company
                                                                 -------
<S>                                                             <C>
                                                                      ASSETS

Current assets:
     Cash                                                       $   8,295
     Trade accounts receivable, net of allowance for
         doubtful accounts                                         77,018
     Inventories                                                  118,726
     Prepaid expenses and other current assets                     42,344
     Net deferred tax assets                                        2,592
     Due from subsidiaries                                            -
     Due from parent                                                  -
                                                                ---------
         Total current assets                                     248,975
Property, plant and equipment, net                                275,514
Special term deposit                                              125,000
Net deferred tax assets                                             4,598
Other noncurrent assets, net                                       10,858
Investment in subsidiaries                                            -
                                                                ---------
         Total assets                                           $ 664,945
                                                                =========

                                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term borrowings and current maturities
         of long-term debt                                      $  14,824
     Accounts payable                                              53,424
     Accrued liabilities                                           50,789
     Due to subsidiaries                                              -
     Due to parent                                                    -
                                                                ---------
         Total current liabilities                                119,037
Long-term debt, less current maturities                           498,686
Other noncurrent liabilities                                       54,136
                                                                ---------
         Total liabilities                                        671,859
Shareholders' equity:
     Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                      0
     Common stock, $1 par value, 1,000 shares authorized,
         issued, and outstanding                                      -
     Common stock, $1 par value, 2,005,000 shares authorized,
         issued and outstanding                                       -
     Common stock, one nuevo sole par value, 729,548,057
         shares authorized, issued and outstanding                    -
     Additional paid in capital                                     5,238
     Due from parent                                                  -
     Retained earnings (deficit) and accumulated other
         comprehensive loss                                       (12,152)
                                                                ---------
         Total shareholders' equity (deficit)                      (6,914)
                                                                ---------
         Total liabilities and shareholders' equity (deficit)   $ 664,945
                                                                =========

</TABLE>

                                                55

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (DOLLARS IN THOUSANDS)



(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of October 31, 1999


<TABLE>
<CAPTION>

                                                             The Company
                                                              Excluding               Doe Run Cayman    Doe Run
                                                              Guarantor    Domestic    and Certain      Peru and
                                                            Subsidiaries  Guarantors   Subsidiaries   Subsidiaries  Eliminations
                                                            ------------  ----------   ------------   ------------  ------------
<S>                                                         <C>           <C>         <C>             <C>           <C>
                                                                      ASSETS

Current assets:
     Cash                                                     $   7,197   $ (1,347)     $      39      $   3,997     $     -
     Trade accounts receivable, net of allowance for
         doubtful accounts                                       46,162      4,292             67         38,864          (501)
     Inventories                                                 47,368      1,791            -           71,122           (20)
     Prepaid expenses and other current assets                    6,580        145            (77)        27,958          (745)
     Net deferred tax assets                                        -          -              (50)         2,165           -
     Due from subsidiaries                                       11,321        -              -              122       (11,443)
     Due from parent                                                -          -              -           23,622       (23,622)
                                                              ---------   --------      ---------      ---------     ---------
         Total current assets                                   118,628      4,881            (21)       167,850       (36,331)
Property, plant and equipment, net                              140,663      7,784            -          120,595           -
Special term deposit                                            125,000        -              -              -             -
Net deferred tax assets                                             -          -              (40)         1,646           -
Other noncurrent assets, net                                     13,205        292            242            323           -
Investment in subsidiaries                                       33,029        -          188,227            -        (221,256)
                                                              ---------   --------      ---------      ---------     ---------
         Total assets                                         $ 430,525   $ 12,957      $ 188,408      $ 290,414     $(257,587)
                                                              =========   ========      =========      =========     =========

                                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term borrowings and current maturities
         of long-term debt                                    $     357   $    -        $   1,279      $   6,946     $     -
     Accounts payable                                            16,479      1,901             67         36,790          (501)
     Accrued liabilities                                         30,967        478          2,546         16,547          (745)
     Due to subsidiaries                                            -          -           23,744            -         (23,744)
     Due to parent                                                  -        8,666          1,386          1,269       (11,321)
                                                              ---------   --------      ---------      ---------     ---------
         Total current liabilities                               47,803     11,045         29,022         61,552       (36,311)
Long-term debt, less current maturities                         317,693        -          126,359         33,234           -
Other noncurrent liabilities                                     48,408      1,890            -            7,401           -
                                                              ---------   --------      ---------      ---------     ---------
         Total liabilities                                      413,904     12,935        155,381        102,187       (36,311)
Shareholders' equity:
     Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                      0        -              -              -             -
     Common stock, $1 par value, 1,000 shares authorized,
         issued, and outstanding                                    -            1            -              -              (1)
     Common stock, $1 par value, 2,005,000 shares authorized,
         issued and outstanding                                     -          -            2,005            -          (2,005)
     Common stock, one nuevo sole par value, 729,548, 057
         shares authorized, issued and outstanding                  -          -              -          271,435      (271,435)
     Additional paid in capital                                   5,238      1,205            -          (16,234)       15,029
     Due from parent                                                -          -              -         (104,865)      104,865
     Retained earnings and accumulated other
         comprehensive loss                                      11,383     (1,184)        31,022         37,891       (67,729)
                                                              ---------   --------      ---------      ---------     ---------
         Total shareholders' equity                              16,621         22         33,027        188,227      (221,276)
                                                              ---------   --------      ---------      ---------     ---------
         Total liabilities and shareholders' equity           $ 430,525   $ 12,957      $ 188,408      $ 290,414     $(257,587)
                                                              =========   ========      =========      =========     =========

<CAPTION>

                                                                   The
                                                                 Company
                                                                 -------
<S>                                                             <C>
                                                                      ASSETS

Current assets:
     Cash                                                       $   9,886
     Trade accounts receivable, net of allowance for
         doubtful accounts                                         88,884
     Inventories                                                  120,261
     Prepaid expenses and other current assets                     33,861
     Net deferred tax assets                                        2,115
     Due from subsidiaries                                            -
     Due from parent                                                  -
                                                                ---------
         Total current assets                                     255,007
Property, plant and equipment, net                                269,042
Special term deposit                                              125,000
Net deferred tax assets                                             1,606
Other noncurrent assets, net                                       14,062
Investment in subsidiaries                                            -
                                                                ---------
         Total assets                                           $ 664,717
                                                                =========

                                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term borrowings and current maturities
         of long-term debt                                       $  8,582
     Accounts payable                                              54,736
     Accrued liabilities                                           49,793
     Due to subsidiaries                                              -
     Due to parent                                                    -
                                                                ---------
         Total current liabilities                                113,111
Long-term debt, less current maturities                           477,286
Other noncurrent liabilities                                       57,699
                                                                ---------
         Total liabilities                                        648,096
Shareholders' equity:
     Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                        0
     Common stock, $1 par value, 1,000 shares authorized,
         issued, and outstanding                                      -
     Common stock, $1 par value, 2,005,000 shares authorized,
         issued and outstanding                                       -
     Common stock, one nuevo sole par value, 729,548, 057
         shares authorized, issued and outstanding                    -
     Additional paid in capital                                     5,238
     Due from parent                                                  -
     Retained earnings and accumulated other
         comprehensive loss                                        11,383
                                                                ---------
         Total shareholders' equity                                16,621
                                                                ---------
         Total liabilities and shareholders' equity             $ 664,717
                                                                =========

</TABLE>

                                                56

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (DOLLARS IN THOUSANDS)



(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of October 31, 2000


<TABLE>
<CAPTION>

                                                             The Company
                                                              Excluding               Doe Run Cayman    Doe Run
                                                              Guarantor    Domestic    and Certain      Peru and
                                                            Subsidiaries  Guarantors   Subsidiaries   Subsidiaries  Eliminations
                                                            ------------  ----------   ------------   ------------  ------------
<S>                                                         <C>           <C>         <C>             <C>           <C>
Net sales                                                     $ 324,801   $ 26,254      $  13,373      $ 487,648     $ (37,034)

Costs and expenses:
     Cost of sales                                              277,320     22,250            -          428,333        (4,725)
     Depletion, depreciation and amortization                    19,188      1,572            -            9,760           -
     Selling, general and administrative                         16,529      1,325          9,550         37,053       (32,315)
     Exploration                                                  2,851        -              -            1,486           -
                                                              ---------   --------      ---------      ---------     ---------
        Total costs and expenses                                315,888     25,147          9,550        476,632       (37,040)
                                                              ---------   --------      ---------      ---------     ---------
        Income from operations                                    8,913      1,107          3,823         11,016             6

Other income (expense):
     Interest expense                                           (42,023)    (1,028)       (14,666)        (4,892)        1,014
     Interest income                                             15,119        -              -              328        (1,014)
     Other, net                                                   1,565        (25)            97           (702)          -
     Equity in earnings of subsidiaries                          (5,820)       -            9,163             -         (3,343)
                                                              ---------   --------      ---------      ---------     ---------
                                                                (31,159)    (1,053)        (5,406)        (5,266)       (3,343)
                                                              ---------   --------      ---------      ---------     ---------
        Income (loss) before income tax
              expense (benefit)                                 (22,246)        54         (1,583)         5,750        (3,337)
     Income tax expense (benefit)                                   869        -            4,297         (3,413)          -
                                                              ---------   --------      ---------      ---------     ---------
        Net income (loss)                                     $ (23,115)  $     54      $  (5,880)     $   9,163     $  (3,337)
                                                              =========   ========      =========      =========     =========

<CAPTION>

                                                                   The
                                                                 Company
                                                                 -------
<S>                                                             <C>
Net sales                                                       $ 815,042

Costs and expenses:
     Cost of sales                                                723,178
     Depletion, depreciation and amortization                      30,520
     Selling, general and administrative                           32,142
     Exploration                                                    4,337
                                                                ---------
        Total costs and expenses                                  790,177
                                                                ---------
        Income from operations                                     24,865

Other income (expense):
     Interest expense                                             (61,595)
     Interest income                                               14,433
     Other, net                                                       935
     Equity in earnings of subsidiaries                               -
                                                                ---------
                                                                  (46,227)
                                                                ---------
        Income (loss) before income tax
              expense (benefit)                                   (21,362)
     Income tax expense (benefit)                                   1,753
                                                                ---------
        Net income (loss)                                       $ (23,115)
                                                                =========

</TABLE>


                                                57

<PAGE>


                                         THE DOE RUN RESOURCES CORPORATION

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              (DOLLARS IN THOUSANDS)


(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                                       CONSOLIDATING STATEMENT OF OPERATIONS
                                            YEAR ENDED OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                                 The Company
                                                  Excluding                 Doe Run Cayman     Doe Run
                                                  Guarantor     Domestic     and Certain       Peru and                     The
                                                 Subsidiaries  Guarantors    Subsidiaries    Subsidiaries  Eliminations   Company
                                                 ------------  ----------   --------------   ------------  ------------   --------
<S>                                              <C>           <C>          <C>              <C>           <C>            <C>

Net sales                                          $337,091      $25,700        $12,163        $460,332      $(35,012)    $800,274

Costs and expenses:
     Cost of sales                                  275,621       21,687              1         394,034        (5,316)     686,027
     Depletion, depreciation and amortization        22,054        1,503              -           7,843             -       31,400
     Selling, general and administrative             16,045        1,405          9,435          33,810       (29,853)      30,842
     Exploration                                      3,919            -              -               -             -        3,919
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Total costs and expenses                    317,639       24,595          9,436         435,687       (35,169)     752,188
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Income from operations                       19,452        1,105          2,727          24,645           157       48,086

Other income (expense):
     Interest expense                               (40,586)      (1,101)       (14,835)         (3,796)          901      (59,417)
     Interest income                                 15,020            -              -             636          (901)      14,755
     Other, net                                         (40)        (144)           974          (2,136)            -       (1,346)
     Equity in earnings of subsidiaries              11,983            -         25,731               -       (37,714)           -
                                                 ------------  ----------   --------------   ------------  ------------   --------
                                                    (13,623)      (1,245)        11,870          (5,296)      (37,714)     (46,008)
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Income (loss) before income tax
              expense (benefit)                       5,829         (140)        14,597          19,349       (37,557)       2,078
     Income tax expense (benefit)                     7,239            -          2,631          (6,382)            -        3,488
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Net income (loss)                          $ (1,410)     $  (140)       $11,966        $ 25,731      $(37,557)    $ (1,410)
                                                 ============  ==========   ==============   ============  ============   ========
</TABLE>



                                                                58
<PAGE>


                                         THE DOE RUN RESOURCES CORPORATION

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              (DOLLARS IN THOUSANDS)


(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                                       CONSOLIDATING STATEMENT OF OPERATIONS
                                            YEAR ENDED OCTOBER 31, 1998


<TABLE>
<CAPTION>
                                                 The Company
                                                  Excluding                 Doe Run Cayman     Doe Run
                                                  Guarantor     Domestic     and Certain       Peru and                     The
                                                 Subsidiaries  Guarantors    Subsidiaries    Subsidiaries  Eliminations   Company
                                                 ------------  ----------   --------------   ------------  ------------   --------
<S>                                              <C>           <C>          <C>              <C>           <C>            <C>

Net sales                                          $261,454      $17,462       $  8,032        $452,631      $(28,658)    $710,921

Costs and expenses:
     Cost of sales                                  215,885       16,530             22         371,530        (4,445)     599,522
     Depletion, depreciation and amortization        16,621        1,105              -           6,814             -       24,540
     Selling, general and administrative             15,874        1,297          5,716          30,604       (24,121)      29,370
     Exploration                                      4,312            -              -               -             -        4,312
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Total costs and expenses                    252,692       18,932          5,738         408,948       (28,566)     657,744
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Income (loss) from operations                 8,762       (1,470)         2,294          43,683           (92)      53,177

Other income (expense):
     Interest expense                               (26,730)        (798)       (13,175)           (754)          798      (40,659)
     Interest income                                  9,775            -            151             458          (798)       9,586
     Other, net                                        (846)         (93)            98           1,616             -          775
     Equity in earnings of subsidiaries              16,861            -         32,404               -       (49,265)           -
                                                 ------------  ----------   --------------   ------------  ------------   --------
                                                       (940)        (891)        19,478           1,320       (49,265)     (30,298)
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Income (loss) before income tax expense
           (benefit) and extraordinary item           7,822       (2,361)        21,772          45,003       (49,357)      22,879
     Income tax expense (benefit)                    (1,290)          18             71          12,599             -       11,398
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Income (loss) before extraordinary item       9,112       (2,379)        21,701          32,404       (49,357)      11,481
        Extraordinary item                           (2,019)           -         (2,369)              -             -       (4,388)
                                                 ------------  ----------   --------------   ------------  ------------   --------
        Net income (loss)                          $  7,093      $(2,379)      $ 19,332        $ 32,404      $(49,357)    $  7,093
                                                 ============  ==========   ==============   ============  ============   ========
</TABLE>


                                                                59
<PAGE>


                                         THE DOE RUN RESOURCES CORPORATION

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              (DOLLARS IN THOUSANDS)


(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           YEAR ENDED OCTOBER 31, 2000


<TABLE>
<CAPTION>
                                                 The Company
                                                  Excluding                 Doe Run Cayman     Doe Run
                                                  Guarantor     Domestic     and Certain       Peru and                     The
                                                 Subsidiaries  Guarantors    Subsidiaries    Subsidiaries  Eliminations   Company
                                                 ------------  ----------   --------------   ------------  ------------   --------
<S>                                              <C>           <C>          <C>              <C>           <C>            <C>

Net cash provided by (used in) operating
   activities                                       $(8,487)     $ 2,413        $(2,760)       $ 21,246       $(3,343)    $  9,069
Cash flows from investing activities:
       Purchases of property, plant and equipment    (9,689)        (365)             -         (27,200)            -      (37,254)
       Investment in subsidiaries                     5,820            -         (9,163)              -         3,343            -
                                                 ------------  ----------   --------------   ------------  ------------   --------
         Net cash provided by (used in)
            investing activities                     (3,869)        (365)        (9,163)        (27,200)        3,343      (37,254)
Cash flows from financing activities:
       Proceeds from revolving loans
         and short-term borrowings, net              13,077            -              -          18,704             -       31,781
       Payments on long-term debt                      (357)           -         (1,495)         (3,335)            -       (5,187)
       Loans from parent/subsidiaries                (7,561)        (701)        13,424          (5,162)            -            -
                                                 ------------  ----------   --------------   ------------  ------------   --------
         Net cash provided by (used in)
             financing activities                     5,159         (701)        11,929          10,207             -       26,594
                                                 ------------  ----------   --------------   ------------  ------------   --------
         Net increase (decrease) in cash             (7,197)       1,347              6           4,253             -       (1,591)

Cash at beginning of year                             7,197       (1,347)            39           3,997             -        9,886
                                                 ------------  ----------   --------------   ------------  ------------   --------
Cash at end of year                                 $     -      $     -        $    45        $  8,250       $     -     $  8,295
                                                 ============  ==========   ==============   ============  ============   ========

</TABLE>






                                                                60
<PAGE>


                                         THE DOE RUN RESOURCES CORPORATION

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                              (DOLLARS IN THOUSANDS)


(17) GUARANTOR SUBSIDIARIES (CONTINUED)

                                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           YEAR ENDED OCTOBER 31, 1999


<TABLE>
<CAPTION>
                                                 The Company
                                                  Excluding                 Doe Run Cayman     Doe Run
                                                  Guarantor     Domestic     and Certain       Peru and                     The
                                                 Subsidiaries  Guarantors    Subsidiaries    Subsidiaries  Eliminations   Company
                                                 ------------  ----------   --------------   ------------  ------------   --------
<S>                                              <C>           <C>          <C>              <C>           <C>            <C>

Net cash provided by (used in) operating
   activities                                      $ 27,678      $ 1,175       $ 14,382        $ 30,644      $(37,714)    $ 36,165
Cash flows from investing activities:
       Purchases of property, plant and equipment   (12,543)        (120)             -         (23,276)            -      (35,939)
       Payments for acquisitions                       (375)           -              -                                       (375)
       Investment in subsidiaries                   (11,983)           -        (25,731)              -        37,714            -
                                                 ------------  ----------   --------------   ------------  ------------   --------
           Net cash provided by (used in)
             investing activities                   (24,901)        (120)       (25,731)        (23,276)       37,714      (36,314)
Cash flows from financing activities:
       Proceeds from (payments on) revolving loans
           and short-term borrowings, net            (9,029)           -              -          (4,388)            -      (13,417)
       Proceeds from long-term debt                   5,665            -              -               -             -        5,665
       Payments on long-term debt                      (978)           -         (1,495)         (1,958)            -       (4,431)
       Proceeds from sale/leaseback transactions          -            -              -          17,923             -       17,923
       Payment of deferred financing costs             (351)           -              -               -             -         (351)
       Loans from parent/subsidiaries                 9,113       (2,402)        12,862         (19,573)            -            -
                                                 ------------  ----------   --------------   ------------  ------------   --------
           Net cash provided by (used in)
              financing activities                    4,420       (2,402)        11,367          (7,996)            -        5,389
                                                 ------------  ----------   --------------   ------------  ------------   --------
           Net increase (decrease) in cash            7,197       (1,347)            18            (628)            -        5,240

Cash at beginning of year                                 -            -             21           4,625             -        4,646
                                                 ------------  ----------   --------------   ------------  ------------   --------
Cash at end of year                                $  7,197      $(1,347)      $     39        $  3,997      $      -     $  9,886
                                                 ============  ==========   ==============   ============  ============   ========

</TABLE>




                                                                61

<PAGE>


                     THE DOE RUN RESOURCES CORPORATION

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (DOLLARS IN THOUSANDS)

(17) GUARANTOR SUBSIDIARIES (CONTINUED)


              CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                       YEAR ENDED OCTOBER 31, 1998

<TABLE>
<CAPTION>
                                                    The Company
                                                     Excluding               Doe Run Cayman   Doe Run
                                                     Guarantor     Domestic   and Certain     Peru and                    The
                                                    Subsidiaries  Guarantors  Subsidiaries  Subsidiaries  Eliminations  Company
                                                    ------------  ----------  ------------  ------------  ------------ -----------
<S>                                                 <C>           <C>        <C>            <C>           <C>          <C>
Net cash provided by (used in) operating activities  $   24,261    $    132   $   26,055    $  (15,755)   $  (49,265)  $ (14,572)
Cash flows from investing activities:
       Special term deposit                            (125,000)          -            -             -             -    (125,000)
       Purchases of property, plant and equipment       (10,748)     (6,065)           -       (10,876)            -     (27,689)
       Payment for acquisitions                         (54,640)          -       (3,507)          (42)            -     (58,189)
       Investment in subsidiaries                       (16,861)          -      (32,404)            -        49,265           -
                                                    ------------  ----------  ------------  ------------  ------------ -----------
           Net cash provided by (used in)
             investing activities                      (207,249)     (6,065)     (35,911)      (10,918)       49,265    (210,878)
Cash flows from financing activities:
       Proceeds from (payments on) revolving loans
           and short-term borrowings, net                20,842           -       (3,000)       28,000             -      45,842
       Proceeds from long-term debt                     299,713           -      125,000             -             -     424,713
       Payments on long-term debt                      (130,845)          -     (100,000)            -             -    (230,845)
       Payment of deferred financing costs              (15,056)          -         (312)         (500)            -     (15,868)
       Loans from parent/subsidiaries                     9,444       5,933      (14,162)       (1,215)            -           -
       Payment of dividends                                (189)          -            -             -             -        (189)
       Redemption of preferred stock                     (2,500)          -            -             -             -      (2,500)
                                                    ------------  ----------  ------------  ------------  ------------ -----------
           Net cash provided by financing activities    181,409       5,933        7,526        26,285             -     221,153
                                                    ------------  ----------  ------------  ------------  ------------ -----------
           Net decrease in cash                          (1,579)          -       (2,330)         (388)            -      (4,297)

Cash at beginning of year                                 1,579           -        2,351         5,013             -       8,943
                                                    ------------  ----------  ------------  ------------  ------------ -----------
Cash at end of year                                  $        -    $      -   $       21    $    4,625    $        -   $   4,646
                                                    ============  ==========  ============  ============  ============ ===========
</TABLE>





                                       62
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Shareholders
Doe Run Peru S.R.L:

We have audited the accompanying balance sheets of Doe Run Peru S.R.L. and
its subsidiaries as of October 31, 2000 and 1999, and the related combined
statements of operations, changes in shareholders' equity and cash flows for
the years then ended. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Doe Run
Peru S.R.L. and its subsidiaries as of October 31, 2000 and 1999, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.

Lima, Peru

December 6, 2000

Countersigned by:                         KPMG Caipo y Associados





/s/ Juan Jose Cordova
---------------------------
Juan Jose Cordova (Partner)
Peruvian Public Accountant
Registration No 18869






                                        63
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of Doe Run S.R.L.:

We have audited the accompanying combined statements of operations, changes in
shareholders' equity and cash flows of Doe Run Peru S.R.L. (a Peruvian company),
its consolidated subsidiary and Empresa Minera Cobriza S.R.L. for the year ended
October 31, 1998. These combined financial statements are the responsibility of
the companies' management. Our responsibility is to express an opinion on these
combined financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in The United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined results of operations of Doe Run Peru
S.R.L., its subsidiary and Empresa Minera Cobriza S.R.L. and their cash flows
for the year ended October 31, 1998, in conformity with accounting principles
generally accepted in The United States of America.

Countersigned by:


/s/Marco Antonio Zaldivar

Marco Antonio Zaldivar                     MEDINA, ZALDIVAR Y ASSOCIADOS
C.P.C. Register 12477

Lima, Peru
December 6, 2000


                                       64
<PAGE>

<TABLE>
<CAPTION>
                               DOE RUN PERU S.R.L.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

                                                                                    October 31,
                                                                          -----------------------------
                                                                               2000           1999
                                                                          -----------------------------
                                   A S S E T S
<S>                                                                        <C>            <C>
Current assets:
   Cash                                                                    $   8,250      $   3,997
   Trade accounts receivable                                                  25,425         38,864
   Due from related parties                                                   34,667         23,744
   Inventories                                                                67,364         71,122
   Prepaid expenses and other current assets                                  38,483         27,958
   Net deferred tax assets                                                     2,626          2,165
                                                                          ----------     ----------
            Total current assets                                             176,815        167,850

Property, plant and equipment, net                                           138,035        120,595
Deferred financing fees, net                                                     198            323
Net deferred tax assets                                                        4,598          1,646
                                                                          ----------     ----------
            Total assets                                                   $ 319,646      $ 290,414
                                                                          ==========     ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings and current maturities
      of long-term debt                                                    $  13,046      $   6,946
   Accounts payable                                                           32,719         36,790
   Due to related parties                                                      7,030          1,269
   Accrued liabilities                                                        19,582         16,547
                                                                          ----------     ----------
            Total current liabilities                                         72,377         61,552

Long-term debt, less current maturities                                       42,503         33,234
Other noncurrent liabilities                                                   7,376          7,401
                                                                          ----------     ----------
        Total liabilities                                                    122,256        102,187
Shareholders' equity:
   Capital stock, $ 0.3709 par value, 729,548,157 shares in 2000,
      S/ 1 par value, 729,548,057 shares in 1999                             271,435        271,435
   Additional paid-in capital                                                (16,234)       (16,234)
   Due from shareholder                                                     (104,090)      (104,865)
   Retained earnings                                                          67,189         58,026
   Accumulated other comprehensive income                                    (20,910)       (20,135)
                                                                          ----------     ----------
           Total shareholders' equity                                        197,390        188,227
                                                                          ----------     ----------
         Total liabilities and shareholders' equity                        $ 319,646      $ 290,414
                                                                          ==========     ==========
</TABLE>
             The accompanying notes are an integral part of these combined
                                  financial statements.

                                        65
<PAGE>


                               DOE RUN PERU S.R.L.
                        COMBINED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Year Ended October 31,
                                                      --------------------------------------
                                                          2000         1999          1998
                                                      -----------  ------------  -----------
<S>                                                   <C>          <C>           <C>
Net sales                                             $  487,648   $   460,332   $  452,631
                                                      -----------  ------------  -----------
Costs and expenses:
   Costs of sales                                        428,333       394,034      371,530
   Exploration and development                             1,486             -            -
   Depreciation                                            9,760         7,843        6,814
   Fees and commissions to related parties                26,446        23,983       20,333
   Selling, general and administrative expenses           10,607         9,827       10,271
                                                      -----------  ------------  -----------
           Total costs and expenses                      476,632       435,687      408,948
                                                      -----------  ------------  -----------
           Income from operations                         11,016        24,645       43,683
                                                      -----------  ------------  -----------
Other income (expense):
   Interest expense                                       (4,892)       (3,796)        (754)
   Interest income                                           328           636          458
   Exchange difference                                      (372)       (1,805)         105
   Other, net                                               (330)         (331)       1,511
                                                      -----------  ------------  -----------
                                                          (5,266)       (5,296)       1,320
                                                      -----------  ------------  -----------
           Income before income tax expense (benefit)      5,750        19,349       45,003

Income tax expense (benefit)                              (3,413)       (6,382)      12,599
                                                      -----------  ------------  -----------
           Net income                                 $    9,163   $    25,731   $   32,404
                                                      ===========  ============  ===========
</TABLE>






            The accompanying notes are an integral part of these combined
                              financial statements.

                                       66
<PAGE>


                               DOE RUN PERU S.R.L.
             COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      Cobriza   Additional               Retained    Accumulated
                                          Capital       net      paid-in     Due from    earnings   comprehensive
                                           stock      assets     capital    shareholder  (deficit)     income         Total
                                         ---------  ----------  ----------  -----------  ---------  -------------  ----------
<S>                                      <C>        <C>         <C>         <C>          <C>        <C>            <C>
Balance as of October 31, 1997           $ 247,926  $      -     $      -   $ (125,000)  $   (109)  $      (109)   $ 122,817

 Acquisition of Cobriza                          -     7,275            -            -          -             -        7,275
 Net income                                      -         -            -            -     32,404        32,404       32,404
                                         ---------  ----------  ----------  -----------  ---------  -------------  ----------
Balance as of October 31, 1998             247,926     7,275            -     (125,000)    32,295        32,295      162,496

 Foreign currency translation adjustment         -         -            -       20,135          -       (20,135)           -
 Merger of Doe Run Peru S.R.L and Cobriza   23,509    (7,275)     (16,234)           -          -             -            -
 Net income                                      -         -            -            -     25,731        25,731       25,731
                                         ---------  ----------  ----------  -----------  ---------  -------------  ----------
Balance as of October 31, 1999             271,435         -      (16,234)    (104,865)    58,026        37,891      188,227

 Foreign currency translation adjustment         -         -            -          775          -          (775)           -
 Net income                                      -         -            -            -      9,163         9,163        9,163
                                         ---------  ----------  ----------  -----------  ---------  -------------  ----------
Balance as of October 31, 2000           $ 271,435  $      -     $(16,234)  $ (104,090)  $ 67,189   $    46,279    $ 197,390
                                         =========  ==========  ==========  ===========  =========  =============  ==========
</TABLE>


           The accompanying notes are an integral part of these combined
                            financial statements.

                                         67
<PAGE>


                               DOE RUN PERU S.R.L.
                        COMBINED STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                        2000            1999              1998
                                                                   ------------     ------------     ------------
<S>                                                                   <C>              <C>             <C>
Cash flows from operating activities:
   Net income                                                         $   9,163        $  25,731       $  32,404
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
   Deferred income taxes                                                 (3,413)          (6,382)          2,569
   Depreciation                                                           9,760            7,843           6,814
   Amortization of deferred financing fees                                  125              125              52
   Increase (decrease) resulting from changes in:
      Trade accounts receivable                                          13,439           (7,929)        (30,545)
      Inventories                                                         3,758           13,927         (19,636)
      Prepaid expenses and other current assets                         (10,525)          (4,735)        (19,334)
      Trade accounts payable                                             (4,071)           6,038           7,117
      Accrued liabilities                                                 3,035           (4,175)          4,804
      Other noncurrent liabilities                                          (25)             201               -
                                                                   ------------     ------------     ------------
      Net cash provided by (used in) operating activities                21,246           30,644         (15,755)
                                                                   ------------     ------------     ------------
Cash flows from investing activities:
   Additions of fixed assets                                            (27,200)         (23,276)        (10,918)
                                                                   ------------     ------------     ------------
      Net cash used in investing activities                             (27,200)         (23,276)        (10,918)
                                                                   ------------     ------------     ------------
Cash flows from financing activities:
   Net proceeds from revolving loans                                     13,000           (8,000)         28,000
   Cash provided by sales and leaseback transactions                          -           17,923               -
   Cash provided by short-term borrowings, net                            5,704            3,612               -
   Payments on sale and leaseback                                        (3,335)          (1,958)              -
   Increase in due from related parties                                  (5,162)         (19,573)         (1,215)
   Payment of deferred financing fees                                         -                -            (500)
                                                                   ------------     ------------     ------------
      Net cash provided by (used in) financing activities                10,207           (7,996)         26,285
                                                                   ------------     ------------     ------------
      Net increase (decrease) in cash                                     4,253             (628)           (388)

Cash at beginning of year                                                 3,997            4,625           5,013
                                                                   ------------     ------------     ------------
Cash at end of year                                                   $   8,250        $   3,997       $   4,625
                                                                   ============     ============     ============

Supplemental disclosure of cash flow information
         Cash paid during the period for:
          Interest                                                    $   5,205        $   3,671       $     754
                                                                   ============     ============     ============
          Peruvian income tax                                         $       -        $   5,400       $  16,951
                                                                   ============     ============     ============
</TABLE>

          The accompanying notes are an integral part of these combined
                             financial statements.

                                        68
<PAGE>


                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

1.     NATURE OF BUSINESS

       Doe Run Peru S.R.L. (Doe Run Peru or the Company) is a Peruvian company
       incorporated on September 8, 1997 and 99.9% owned by Doe Run Mining
       S.R.L. (Doe Run Mining). See Note 2.

       Doe Run Peru is engaged in the smelting and refining of polymetallic
       concentrates, mainly copper, lead and zinc, which are sold primarily to
       customers located outside of Peru as refined metals.

2.     BUSINESS ACQUISITIONS

       On October 23, 1997, Doe Run Peru acquired substantially all of the
       outstanding shares of Empresa Metalurgica La Oroya S.A. (Metaloroya), a
       Peruvian corporation which was formed for purposes of consummating the
       sale of certain assets and liabilities of La Oroya, a division of
       Centromin Peru S.A. (Centromin), an entity owned by the Peruvian
       government. The acquisition was made through a Contract of Stock
       Transfer, Capital Increase and Stock Subscription (the Metaloroya
       Contract), which required a capital increase in Metaloroya of $126,500 in
       exchange for 51% of the shares and a payment of $121,400 for the transfer
       of the remaining 49%.

       In the November 3, 1997 Extraordinary Shareholders' Meeting of Doe Run
       Peru and Metaloroya the merger of Metaloroya into Doe Run Peru, the
       surviving company, was approved. The merger was effective on December 30,
       1997.

       Effective March 1, 1999, Doe Run Mining merged Doe Run Peru and Empresa
       Minera Cobriza S.A. (Cobriza), an entity previously controlled by Doe Run
       Mining since the acquisition of substantially all of Cobriza's
       outstanding shares on August 31, 1998. The financial statements of the
       Company reflect the historical cost basis of assets and liabilities and
       the results of operations of Cobriza for the periods before the merger,
       during which Doe Run Peru and Cobriza were under common control.

       Effective November 1, 1999, the Doe Run Peru was merged with Doe Run Air
       S.A.C. (Doe Run Air), a subsidiary of Doe Run Peru. The increase in
       shares outstanding in the current fiscal year represents the transfer of
       shares to the minority shareholders of Doe Run Air.

3.     BASIS OF PRESENTATION

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities,
       the disclosure of contingent assets and liabilities at the date of the
       combined financial statements, and the reported amounts of revenues and
       expenses during the reporting period. Actual results could differ from
       those estimates.

       The combined financial statements of the Company have been prepared in
       accordance with the accounting principles generally accepted in the
       United States of America (U.S. GAAP).



                                       69
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       RECLASSIFICATIONS

       Certain balances have been reclassified from their previous presentation
       in order to conform to their current presentation.

4.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       INVENTORIES

       Inventories are stated at the lower of cost or market. The cost of
       refined metals and concentrates for sale, as well as metals and
       concentrates in process are determined under the last-in, first-out
       method (LIFO). Materials, supplies and spare parts are principally stated
       at average cost.

       Inventory costs include concentrates purchased, labor, depreciation and
       other production costs.

       PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment are recorded at the lower of cost or fair
       value. Long-lived assets are reviewed for impairment when events or
       circumstances indicate that the carrying amount of the assets may not be
       recoverable. The impairment loss on such assets, as well as long-lived
       assets and certain identifiable intangibles to be disposed of, is
       measured as the amount by which the carrying value of the assets exceeds
       the fair value of the assets.

       Depreciation is calculated on a straight-line basis at the rates
       indicated in Note 9. Major additions and improvements to property, plant
       and equipment are capitalized, at cost, when they significantly increase
       the productive capacity or the life of the assets. Routine or
       unanticipated repair and maintenance expenditures, which do not extend
       the useful life or increase the productive capacity of the asset, are
       charged to operations as incurred. Major expenditures required to
       maintain the originally anticipated productive capacity and life of the
       assets, for which both the amount and timing can be reasonably estimated,
       are deferred and charged to operations over the period through the next
       anticipated maintenance date.

       DEFERRED FINANCING FEES

       Deferred financing fees represent fees paid in conjunction with the
       acquisition of revolving loans and are amortized using the interest
       method over the term of the respective line of credit.

       EXPLORATION AND DEVELOPMENT COSTS

       Exploration costs are charged to operations as incurred. Development
       costs incurred to maintain production at operating mines are charged to
       operations as incurred. Development expenditures for mining properties
       that are considered to be commercially feasible, but are not yet
       producing, and major development expenditures at operating mines that are
       expected to benefit future production are capitalized and amortized using
       the units of production method over the estimated proven ore reserves to
       be benefited.


                                      70
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

       COMMITMENTS AND CONTINGENCIES

       The Company accrues for loss contingencies, including costs associated
       with environmental remediation obligations, when such costs are probable
       and reasonably estimable. Accruals are reviewed and adjusted as
       circumstances change. Costs of future expenditures for environmental
       remediation obligations are not discounted to their present value.

       REVENUE RECOGNITION

       Sales are recorded when title passes to the customer, which typically
       occurs at the time of shipment. Sales are recorded based on estimated
       weights, assays and prices using applicable customer agreements and hedge
       contracts. Revenues with respect to such sales are adjusted to reflect
       settlement when final weights, metal contents and prices are determined.

       RISK MANAGEMENT

       The Company's use of derivative financial instruments is limited to
       managing well-defined commodity price risks related to inventories and
       future production. Derivative financial instruments are not used for
       trading purposes. The Company may, from time to time, enter into forward
       physical sales agreements with customers or futures contracts, which fix
       prices for a portion of its anticipated future production, generally for
       periods not exceeding twelve months. The Company may also periodically
       buy futures contracts to offset the effect of certain fixed-price forward
       physical sales commitments. In addition, the Company may employ the use
       of commodity options to achieve the results of the aforementioned
       transactions. Because the Company matches the month of the derivative
       financial instruments used with the month of physical shipment and the
       exchange on which the price of both the physical sale and the derivative
       financial instrument are settled is the same, management believes that
       the majority of these derivatives are highly effective in reducing its
       risks with respect to price fluctuations. To the extent these
       transactions meet the requirements for hedge accounting, gains and losses
       realized on such transactions, as well as any cost or revenue associated
       therewith, are recognized in net sales when the related production is
       sold. If an instrument does not meet the requirements for hedge
       accounting, gains and losses are recognized immediately.

       DEFERRED INCOME TAXES

       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. Deferred tax assets and liabilities are measured using enacted
       tax rates expected to apply to taxable income in the years in which those
       temporary differences are expected to be recovered or settled.

       DEFERRED WORKERS' PROFIT SHARING

       In accordance with government regulations in Peru, employees are entitled
       to receive 8% of the Doe Run Peru's taxable income, 50% of which is
       distributed to employees based on number of days worked, and the
       remaining distributed in proportion to their salaries. Such profit
       sharing, which is tax deductible, is limited to 18 times the annual
       salary for each worker. Any excess is to be reserved and used for
       training of the workers.


                                      71
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       Because workers' profit sharing is calculated on taxable income, the
       Company recognizes the effect of temporary differences between financial
       reporting and tax bases of assets and liabilities related to workers'
       profit sharing on a basis consistent with that used for income taxes.

5.     REMEASUREMENT INTO U.S. DOLLARS

       The functional currency of Doe Run Peru is the U.S. dollar. Until
       December 31, 1999 the accounting records of Doe Run Peru and its
       subsidiary were kept in Peruvian nuevos soles and have been remeasured
       into U.S. dollars. Since January 1st, 2000 the accounting records of Doe
       Run Peru are kept in U.S. dollars due to a modification of the Metaloroya
       Contract described in Note 2. This change does not have an effect on the
       financial position or results of operations of Doe Run Peru.

       The methodology utilized for the re-measurement of nuevos soles into U.S.
       dollars has been the established by SFAS 52 as follows:

       (a)    Non-monetary accounts have been re-measured at historical exchange
              rates.

       (b)    Monetary accounts in Peruvian currency have been re-measured at
              free market average exchange rates in effect at the respective
              year-end, see Note 6.

       (c)    Income and expenses have been re-measured at the average monthly
              exchange rates. Cost of sales was determined from its components
              once re-measured. The net effect of foreign exchange differences
              has been reflected in the accompanying combined statements of
              operations.

6.     FOREIGN CURRENCY TRANSACTION AND EXCHANGE RISK EXPOSURE

       Under current law, foreign currency transactions are made through the
       Peruvian financial banking system at free market exchange rates. The
       exchange rates in effect were S/3.515, S/3.489 and S/3.060 per each $1
       for assets at October 31, 2000, 1999 and 1998, respectively, and S/3.510,
       S/3.493 and S/3.072 per each $1 for liabilities at October 31, 2000, 1999
       and 1998, respectively.

       Assets and liabilities denominated in Peruvian nuevos soles are as
       follows (in thousands):

<TABLE>
<CAPTION>
                                                                               October 31,
                                                              ---------------------------------------------
                                                                  2000             1999             1998
                                                              -----------       -----------     -----------
       <S>                                                    <C>               <C>             <C>
       Assets:
          Cash                                                   S/ 1,854          S/   675        S/   578
          Due from related parties                                 57,588            41,638               -
          Prepaid expenses and other current assets                 2,074            78,147          61,707
                                                              -----------       -----------     -----------
                                                                   61,516           120,460          62,285
                                                              -----------       -----------     -----------
       Liabilities:
          Accrued liabilities                                      32,139            47,582          61,191
                                                              -----------       -----------     -----------
                                                                   32,139            47,582          61,191
                                                              -----------       -----------     -----------
                Net position                                     S/29,377          S/72,878        S/ 1,094
                                                              ===========       ===========     ===========
</TABLE>

                                                 72
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       Net foreign currency transaction gains (losses) relating to transactions
       denominated in Peruvian nuevos soles were $(372), $(1,805) and $105 for
       the years ended October 31, 2000, 1999 and 1998, respectively, which have
       been reflected in the combined statements of operations in other income
       (expense), net.

       On October 23, 1997, Doe Run Peru granted to its shareholder, Doe Run
       Mining, a loan which does not accrue interest and matures in October 23,
       2002. This receivable is denominated in nuevos soles. The balance of
       $104,090 and $104,865 at October 31, 2000 and 1999, respectively, is
       reported as a component of shareholders' equity. This loan is long term
       in nature and management anticipates that it will not be settled in the
       forseeable future. Accordingly, gains and losses on the loan are reported
       in the same manner as currency translation adjustments, as a component of
       shareholders' equity.

7.     INVENTORIES

       Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                      October 31,
                                                            -----------------------------
                                                               2000               1999
                                                            ----------         ----------
       <S>                                                  <C>                <C>

       Refined metals and concentrates for sale                $ 2,307            $ 1,414
       Metals and concentrates in process                       45,753             47,970
       Materials, supplies and spare parts                      19,304             21,738
                                                            ----------         ----------
                                                               $67,364            $71,122
                                                            ==========         ==========
</TABLE>

       Materials, supplies and spare parts are stated net of reserves for
       obsolescence of $250 and $0 at October 31, 2000 and 1999, respectively.

       The FIFO cost of inventories valued under the LIFO cost method were
       approximately $48,972 and $50,965 at October 31, 2000 and 1999,
       respectively. If the FIFO cost method had been used to determine cost,
       inventories would have been $1,185 and $1,785 higher at October 31, 2000
       and 1999, respectively.

       As a result of reducing certain inventory quantities valued on the LIFO
       basis, lower inventory costs prevailing in previous years were charged to
       cost of sales in 2000 and 1999. The Company calculates the effect of LIFO
       liquidations on net income based on the current cost method. The effect
       was an increase in net income of $27 and $400 for 2000 and 1999,
       respectively. There was no LIFO liquidation in fiscal 1998.


                                       73
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


8.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

       Prepaid expenses and other current assets consist of the following:

<TABLE>
<CAPTION>
                                                                    October 31,
                                                         -----------------------------
                                                               2000            1999
                                                         -----------       -----------
       <S>                                               <C>               <C>

       Credit on Peruvian value added tax                    $19,251           $ 9,574
       Prepaid Peruvian income tax                            11,893            11,861
       Deferred workers' profit sharing                        2,094             1,104
       Other                                                   5,245             5,419
                                                         -----------       -----------
                                                             $38,483           $27,958
                                                         ===========       ===========
</TABLE>

       The value added tax (VAT) paid on purchases can be offset against the VAT
       resulting from local sales, Peruvian income tax and other taxes collected
       by the Peruvian Public Treasury. In addition, the Company may apply for a
       refund in the form of cash or negotiable credit notes from the tax
       authorities.

       The entire credit on Peruvian value added tax outstanding as of October
       31, 2000 was collected subsequent to year-end.

9.     PROPERTY, PLANT AND EQUIPMENT, NET

       Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>

                                                         Average Annual                  October 31,
                                                          Depreciation          ----------------------------
                                                             Rate                   2000             1999
                                                       ------------------       ------------     -----------
       <S>                                             <C>                      <C>              <C>

       Cost:
          Land                                                       -             $  5,989        $  5,989
          Buildings and improvements                           5% and 10%            20,224          19,595
          Machinery and equipment                                   6.67%            85,595          78,523
          Transportation units                                     33.33%             3,610           3,116
          Other equipment                                     10% and 20%            12,245           7,948
          Construction in progress                                   -               34,940          20,232
                                                                                -----------      -----------
                                                                                    162,603         135,403
       Less accumulated depreciation                                                 24,568          14,808
                                                                                -----------      -----------
                                                                                   $138,035        $120,595
                                                                                ===========      ===========
</TABLE>



                                         74
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


10.    ACCRUED LIABILITIES

       Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                                    October 31,
                                                                         -------------------------------
                                                                             2000                1999
                                                                         ------------        -----------
           <S>                                                           <C>                 <C>

           Salaries, wages and employee benefits                            $ 7,978            $ 7,451
           Due to power company                                               2,465              2,523
           Accounts payable to contractors                                    2,786              1,156
           Taxes payable                                                      1,302              1,507
           Other accrued liabilities                                          5,050              3,910
                                                                          -----------        -----------
                                                                            $19,581            $16,547
                                                                          ===========        ===========
</TABLE>

11.    DEBT

<TABLE>
<CAPTION>

       Long-term debt consists of the following:

                                                                                  October 31,
                                                                          ---------------------------
                                                                              2000           1999
                                                                          ------------   ------------
         <S>                                                              <C>            <C>

         Revolving credit facility                                            $33,000        $20,000
         Sale and leaseback obligations                                        12,912         16,055
         Capital leases                                                           321            513
                                                                          ------------   ------------
                                                                               46,233         36,568
         Less current maturities                                                3,730          3,334
                                                                          ------------   ------------
                   Long-term debt, less current maturities                    $42,503        $33,234
                                                                          ============   ============
</TABLE>

       The revolving credit facility with a Peruvian bank allows Doe Run Peru to
       borrow up to $50,000 and expires June 19, 2002. Effective March 30, 2000,
       the Company's primary lender in Peru had approved the increase in the
       maximum advance under the revolving credit facility from its previous
       limit of $40,000 to $50,000, subject to documentation. The Company is
       still in negotiating with the lender about certain terms of the
       agreement, and there can be no assurance that an agreement will be
       reached. In addition the lender approved an independent line of $10,000
       for the issuance of guarantee letters. Unlike the Revolving Credit
       Facility, this independent line is not committed and is subject to
       modification or cancellation at the option of the lender. If the
       borrowings under the revolving credit agreement exceed $40,000, the
       availability under the uncommitted guarantee letter line will be frozen
       until the borrowings are brought back down to $40,000.


                                      75
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       The facility bears interest at LIBOR (1-month, 3-month or 6-month rate,
       depending on the term of the loan) plus 2.0% per annum. The facility is
       secured by accounts receivable and inventories. The average effective
       rate was 8.66% at October 31, 2000. An unused line fee of 0.375% per
       annum on the average unused portion of the line is payable quarterly, in
       arrears. In the event of non-payment of any part of the principal or
       interest owed, Doe Run Peru would pay an additional 3% per annum.
       Individual loans must be greater than $1,000. Availability of loans under
       the facility is limited to a percentage of eligible accounts receivable
       and inventories, less any outstanding loans and letters of credit. Actual
       availability was $7,632 at October 31, 2000.

       In January 1999, Doe Run Peru finalized an agreement for the sale and
       leaseback of its oxygen plant at the La Oroya facility for $17,162. Doe
       Run Peru has an option to repurchase the oxygen plant at the end of the
       five-year lease term for $200. In April 1999, Doe Run Peru entered into a
       three-year sale and leaseback of computer equipment for $761. These
       transactions have been accounted for as financing arrangements. The
       interest rates applicable under the oxygen plant and computer equipment
       leases are 12.35% and 8.50%, respectively.

       The aggregate estimated amounts of long-term debt maturing after October
       31, 2000 are as follows:

            Fiscal year ending October 31:
              2001                                            $ 3,730
              2002                                             36,911
              2003                                              4,112
              2004                                              1,480
                                                              -------
                                                              $46,233
                                                              =======

       Doe Run Peru has available unsecured and uncommitted lines of credit and
       additional availability for letters of credit and custom bonds provided
       by local banks. Borrowings are in the form of short-term notes, with
       interest rates determined at the borrowing date. Borrowings under the
       unsecured and uncommitted lines of credit were $9,316 and $3,612 at
       October 31, 2000 and 1999, respectively. The average interest rate on
       outstanding borrowings as of October 31, 2000 was 8.80%.

       The Doe Run Peru Revolving Credit Facility contains certain covenants
       that set a net worth requirement, limit indebtedness and investments and
       restrict the payment of dividends in the event of default. An event of
       default could result in the termination of the Revolving Credit Facility
       and/or the acceleration of all amounts due thereunder. The Company was in
       compliance with the covenants as of October 31, 2000, and accordingly,
       the related debt is classified as noncurrent.



                                      76
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


12.    OTHER LONG-TERM LIABILITIES

       Other long-term liabilities are principally comprised of estimated
       closure cost of a zinc ferrite site of $7,200, as explained in Note 15.

13.    TAXATION

       (a)    Doe Run Peru and its subsidiary are subject to Peruvian taxation.
              The statutory income tax rate of 30% is applied separately to the
              taxable income of each company and not to the consolidated taxable
              income.

       (b)    Doe Run Peru is a party to a Tax Stabilization Agreement and a
              Contract of Guarantees and Measures to Promote Investments with
              the Peruvian Government as follows:

              TAX STABILIZATION AGREEMENT

              The Tax Stabilization Agreement expires as of December 31, 2006.
              Under this agreement, Doe Run Peru will utilize tax statutes
              prevailing as of November 6, 1997. The principal provisions of the
              agreement are as follows:

              -  Utilization of the tax statutes prevailing as of April 25,
                 1994. In exercise of the regulation permitted in the tenth
                 clause of the Tax Stabilization Agreement, Doe Run Peru adopted
                 the tax statutes prevailing as of November 6, 1997.
              -  Custom duties will be calculated at rates ranging from 15% to
                 25%.
              -  Free trade of its products.
              -  No restrictions on the use of proceeds from export sales.
              -  Free conversion of foreign currency generated by local sales.
              -  No discrimination in foreign currency transactions.

              CONTRACT OF GUARANTEES AND MEASURES TO PROMOTE INVESTMENTS

              On December 30, 1997, Doe Run Peru signed a Contract of Guarantees
              and Measures to Promote Investments. This agreement is effective
              beginning in the calendar year ended December 31, 2007, provided
              that Doe Run Peru complies with the committed investments related
              to the improvements of the facilities [see Note 15(b)], and
              provides tax stability through December 31, 2022. The principal
              provisions are similar to those established in the Tax
              Stabilization Agreement, except that Doe Run Peru will utilize the
              tax statutes prevailing as of December 23, 1997.


                                      77
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       The provision for Peruvian income tax is comprised of the following for
       the years ended October 31, 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                    2000          1999           1998
                                                                 -----------   -----------   -----------
                <S>                                              <C>           <C>           <C>

                Current                                            $     -       $     -        $10,030
                Deferred                                            (3,413)       (6,382)         2,569
                                                                 -----------   -----------   -----------
                   Total income tax expense (benefit)              $(3,413)      $(6,382)       $12,599
                                                                 ===========   ===========   ===========
</TABLE>

       Peruvian income tax expense (benefit) differed from the amount computed
       by applying the statutory income tax rate of 30% to income before income
       tax expense (benefit) as a result of the following:

<TABLE>
<CAPTION>
                                                                         2000           1999           1998
                                                                     -----------     -----------    ----------
               <S>                                                   <C>             <C>            <C>

               Income tax expense at statutory rate                    $ 1,725        $  5,805       $13,501
               Increase (reduction) in income tax expense
                  resulting from:
                     Change in the balance of the valuation
                         allowance for deferred tax assets              (7,180)        (12,413)       (5,211)
                     Effect of converting Peruvian nuevos
                         soles into U.S. dollars                          (233)           (169)        1,891
                     Other, net, primarily nondeductible expenses        2,275             395         2,418
                                                                     -----------     -----------    ----------
                                                                       $(3,413)       $ (6,382)      $12,599
                                                                     ===========     ===========    ==========
</TABLE>

       The income tax benefit in fiscal 2000 and 1999 results primarily from the
       recognition of tax losses generated in 2000 and 1999 and to the
       recognition in 1999 of the acquired tax loss of Cobriza for which no
       previous benefit was recognized. As a result of the merger of Doe Run
       Peru and Cobriza, management believes that it is more likely than not
       that the future benefits of this tax loss will be realized.


                                      78
<PAGE>


                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities are as
       follows:

<TABLE>
<CAPTION>
                                                                      2000            1999
                                                                    --------        --------
                <S>                                                 <C>             <C>
                Deferred tax assets:
                      Inventories                                   $  1,959        $  2,071
                      Other current liabilities                        1,382           1,010
                      Property, plant and equipment                   25,033          31,747
                      Tax loss carryforwards                          12,315           4,996
                      Other noncurrent assets and liabilities          2,851           3,970
                                                                    --------        --------
                                                                      43,540          43,794
                Less valuation allowance                             (25,903)        (33,083)
                                                                    --------        --------
                                                                      17,637          10,711
                                                                    --------        --------
                Deferred tax liabilities:
                       Other current assets                             (628)            (39)
                       Property, plant and equipment                  (9,785)         (6,861)
                                                                    --------        --------
                                                                     (10,413)         (6,900)
                                                                    --------        --------
                                 Net deferred tax asset             $  7,224        $  3,811
                                                                    ========        ========
</TABLE>

       The tax loss carryforwards in Peru are available for use for four years
       beginning with the first year the Company obtains taxable income against
       which it can take a credit.

       Management believes that sufficient uncertainty exists regarding the
       realization of certain deferred tax assets and that a valuation allowance
       is required. The change in valuation allowance reflects a change in
       management's assessment regarding the future realization of deferred tax
       assets as a result of the merger of Doe Run Peru S.R.L and Cobriza and
       estimates of future earnings. In addition, benefits were realized in 2000
       and 1999 relating to certain deferred tax assets against which a
       valuation allowance had previously been provided.




                                      79
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


14.    EMPLOYEE BENEFITS

       SEVERANCE INDEMNITIES

       Doe Run Peru is required to make semiannual deposits into a bank account
       for severance indemnity benefits for Peruvian employees under Peruvian
       government regulations. The balance in the account represents the full
       benefit due to such employees upon termination. The Company accrues for
       the additional amount that would be contributed to the account since the
       last deposit date as if all such employees were to terminate as of the
       balance sheet date. The Company's expense related to severance indemnity
       benefits was $2,951, $2,786 and $2,573 for the years ended October 31,
       2000, 1999 and 1998, respectively.

       WORKERS' PROFIT SHARING

       In accordance with government regulations in Peru, employees are entitled
       to receive 8% of the Doe Run Peru's taxable income, 50% of which is
       distributed to employees based on number of days worked, and the
       remaining distributed in proportion to their salaries. Such profit
       sharing, which is tax deductible, is limited to 18 times the annual
       salary for each worker. Any excess is to be reserved and used for
       training of the workers. The Company had no expense relating to workers'
       profit sharing payments years ended October 31, 2000 and 1999, due to tax
       losses in those years. The Company's expense was $2,098 for the year
       ended October 31, 1998.

       In addition, the Company recorded the deferred workers' profit sharing
       asset of $2,094 and $1,104 at October 31, 2000 and 1999, respectively.
       The Company expects to recover the deferred workers' profit sharing asset
       through future reduction of workers' profit sharing payments.

15.    COMMITMENTS AND CONTINGENCIES

       INVESTMENT COMMITMENTS

       (a)    According to the Contract described in Note 2, Doe Run Peru is
              obligated to expend $120,000 through October 23, 2002 to expand
              and modernize its operations, including certain expenditures to
              comply with environmental regulations within Peru, as discussed
              below. In the event that Doe Run Peru has not fulfilled its
              obligations under the investment commitment by the end of October
              23, 2002, it will be obligated to pay a penalty to Centromin equal
              to 30% of any shortfall. As of October 31, 2000, Centromin had
              approved qualifying expenditures through October 31, 1999 totaling
              approximately $58,400. The Company has submitted its expenditures
              for the year ended October 31, 2000, which are pending approval by
              Centromin. It is possible that these expenditures will not be
              accepted in their entirety as qualifying under the Contract,
              however management does not believe that any disallowed
              expenditures will affect the Doe Run Peru's ability to meet its
              commitment. Management plans to fund its commitments through
              future operating cash flows.

       (b)    According to the Contract of Guarantees and Measures to Promote
              Investments mentioned in Note 13(b), (as modified on December 21,
              1999) Doe Run Peru has committed to performing certain economic
              expansion projects by December 31, 2006, in order to provide tax
              stability from January 1, 2007 through December 31, 2022. Doe Run
              Peru expects to spend $93,761 to


                                      80
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


              expand and modernize its facilities, including environmental
              expenditures. To the extent the related investments are made
              before October 23, 2002, they can also be considered as part of
              the $120,000 investment discussed in the above paragraph. Through
              October 31, 2000, Doe Run Peru has invested approximately $26,273.

              On October 2, 2000 the Company requested to the Energy and Mines
              Minister a partial modification to the referred contract in above
              paragraph, adding to and deleting certain previously approved
              projects, increasing the anticipated costs from $93,761 to
              $105,587 through December 31, 2006. Up to date, the approval of
              this request is pending.

       ENVIRONMENTAL MATTERS

       Doe Run Peru submitted to and received approval from the Peruvian
       government for an Environmental Adjustment and Management Program (PAMA)
       that consisted of an environmental impact analysis, monitoring plan and
       data, mitigation measures and closure plan. The PAMA also sets forth the
       actions and corresponding annual investments the concession holder agrees
       to undertake in order to achieve compliance with the maximum applicable
       limits prior to expiration of the PAMA (ten years for smelters, such as
       Doe Run Peru's operations in La Oroya, and five years for any other type
       of mining or metallurgical operation like Cobriza). The required amount
       of annual investment must not be less than one percent of annual sales.
       Once approved, the PAMA functions as the equivalent of an operating
       permit with which the operator must comply. After expiration of the PAMA,
       the operator must comply with all applicable standards and requirements.
       Future changes in legal rules and maximum permissible levels would not be
       applicable to Doe Run Peru for the remaining period of the PAMA.

       Doe Run Peru has committed under its PAMA to implement the following
       projects at its La Oroya smelter through December 31, 2006:

      -  New sulfuric acid plants
      -  Treatment plant for the copper refinery effluent
      -  Industrial waste water treatment plant for the smelter and refinery
      -  Improve Huanchan lead and copper slag deposits
      -  Build an arsenic trioxide deposit
      -  Management and disposal of lead and copper slag wastes
      -  Domestic waste water treatment and domestic waste disposal

      Through October 31, 2000, the Company had spent approximately $18,600 on
      projects under the La Oroya PAMA.



                                      81
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       Annual spending on a calendar year basis approved in the La Oroya PAMA is
       as follows:

                                                Estimated
                       Year                       Cost
                      ------                    ---------

                       2001                       13,800
                       2002                       14,300
                       2003                       13,180
                       2004                       30,055
                       2005                       34,790
                       2006                       42,040
                                                --------
                                                $148,165
                                                ========

       The current estimate for the total to be expended on environmental
       projects under the PAMA and on additional related process changes for Doe
       Run Peru is approximately $190,000 for this period. Doe Run Peru has
       requested permission from the MEM to change certain PAMA projects and the
       timing of their completion. However, there can be no assurance that the
       MEM will approve proposed changes to the PAMA or that implementation of
       the changes will not increase the cost of compliance.

       Doe Run Peru's operations historically and currently exceed some of the
       applicable Ministry of Energy and Mines (MEM) maximum permissible limits
       pertaining to air emissions, ambient air quality and waste water effluent
       quality. The PAMA projects, which are more fully discussed below, have
       been designed to achieve compliance with such requirements prior to the
       expiration of the PAMA on January 13, 2007. No assurance can be given
       that implementation of the PAMA projects is feasible or that their
       implementation will achieve compliance with the applicable legal
       requirements by the end of the PAMA period. Further, there can be no
       assurance that the Peruvian government will not in the future require
       compliance with additional or different environmental obligations that
       could adversely affect Doe Run Peru's business, financial condition or
       results of operations. Under the purchase agreement related to the
       acquisition of the La Oroya assets in October 1997, Empresa Minera del
       Centro del Peru S.A. (Centromin), the previous owner of the La Oroya
       assets, agreed to indemnify Doe Run Peru against environmental liability
       arising out of its prior operations, and performance of the indemnity has
       been guaranteed by the Peruvian government through the enactment of the
       Supreme Decree No. 042-97-PCM. However, there can be no assurance that
       Centromin will satisfy its environmental obligations and investment
       requirements, including those in its PAMA, or that the guarantee will be
       honored. Any failure by Centromin to satisfy its environmental
       obligations could adversely affect Doe Run Peru's business, financial
       condition or results of operations.

       The Cobriza mine has a separate PAMA in which the Company has committed
       to complete projects to manage tailings, sewage and garbage by mid-2002.
       The Company has spent approximately $8,300 under the PAMA as of October
       31, 2000. After beginning construction on the largest of the projects,
       the tailings backfill project, revisions to the cost estimate increased
       substantially. As a result, the Company has requested a revision of its
       PAMA from the MEM, which would allow it to operate for a time without
       completing the backfill project. Future economic and operating conditions
       could affect the Company's ability to complete the backfill project. The
       Company is currently in compliance with its requirement to reduce
       emissions from the mine under the PAMA through a decrease in production.


                                      82
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       The Company is delaying further spending on the tailing projects in the
       PAMA while tailings options, mine plans and cost estimates are reviewed.
       At this time, it is not possible to determine whether the MEM will allow
       the Company to amend its PAMA. Mine plans and costs could change if the
       MEM does not allow the Company to amend its PAMA.

       LITIGATION

       All existing and pending litigation at the time of the acquisition of
       Metaloroya was retained by Centromin. The Company is from time to time, a
       party to litigation arising in normal course of its business. Management
       believes that none of these actions will have a material adverse effect
       on the financial position or results of operations of the Company.

       LETTERS OF CREDIT

       At October 31, 2000 the Company had outstanding standby letters of credit
       and customs bonds of $2,840 and $8,768, respectively, relating to
       concentrate and other purchases.

       SALES COMMITMENTS AND CONCENTRATION

       The Company has commitments to sell approximately 90%, 88%, 76%, 47% and
       89% of its anticipated 2001 lead, copper, zinc, silver and gold metal
       production, respectively under agreements, with terms of generally less
       than one year. Sales prices are generally based on the average quoted
       exchange prices for the month of shipment, plus a premium.

       Doe Run Peru derives its revenue from the sale of its refined metals and
       other products to numerous customers. Doe Run Peru's three largest
       customers accounted for: 10%, 10% and 7%, respectively, of net sales in
       the year ended October 31, 2000, 8%, 8%, and 6%, respectively, of net
       sales in the year ended October 31, 1999 and 9%, 6%, and 5% for the year
       ended October 31, 1998. The customers have sales contracts, under which
       the Company will supply products at prices based on international market
       quotations.

       HEDGING

       The Company utilizes derivative financial instruments to reduce certain
       market risks and to protect its Peruvian source income. These market
       risks consist of the impact of changes in prices of base and precious
       metals. The world market prices for the Company's products fluctuate
       widely and its revenues and expenses are directly related to those
       prices.

       The Company's derivative activities are limited in volume and confined to
       risk management activities. The Company does not hold or issue financial
       instruments for trading purposes.

       The Company enters into futures contracts and options to manage
       well-defined commodity price risks related to its inventories and future
       production. The fair market value of the Company's hedging positions as
       of October 31, 2000 and 1999 is the difference between quoted prices at
       the respective period-end and the contract settlement value and
       represents the estimated net cash the Company would receive (pay) if the
       contracts were canceled on the respective dates. To the extent that
       management has designated these contracts as hedges, the related gains
       and losses will be recognized in net sales when the related production is
       sold. These fair market values are exclusive of deferred option


                                      83
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       premium income relating to these contracts of $575 and $282 at
       October 31, 2000 and 1999, respectively.

       The Company's open hedging positions as of October 31, 2000 were:
       (numbers not in thousands)

       SOLD/(PURCHASED) FUTURES CONTRACTS

<TABLE>
<CAPTION>

                                                                     Fair market
         Metal       Quantity               Price range                 value           Period
       --------    -------------     --------------------------      -----------    ---------------
       <S>         <C>               <C>                             <C>            <C>
       Copper       (5,096) tons     $0.8140/lb. to $0.9072/lb.       $(682,619)    Nov 00 - Mar 01
       Zinc         (4,795) tons     $0.4967/lb. to $0.5053/lb.        $(99,674)    Nov 00 - Dec 00
       Silver      (175,000) oz.       $5.59/oz. to $5.70/oz.         $(217,975)    Nov 00
</TABLE>

       SOLD/(PURCHASED) CALL OPTION CONTRACTS

<TABLE>
<CAPTION>

                                                                     Fair market
         Metal       Quantity               Price range                 value           Period
       --------    -------------     --------------------------      ------------    ---------------
       <S>         <C>               <C>                             <C>             <C>
       Copper        8,848 tons      $0.8000/lb. to $0.9000 /lb.     $(1,100,385)    Nov 00 - Aug 01
       Zinc          1,102 tons      $0.5670/lb. to $0.5670/lb.          $(2,100)    Nov 00 - Mar 01
       Silver       150,000 oz.        $5.00/oz. to $5.10/oz.            $(4,200)    Nov 00 - Dec 00
       Gold           3,000 oz.      $285.00/oz. to $290.00/oz.          $(2,600)    Nov 00 - Dec 00
</TABLE>

       SOLD/(PURCHASED) PUT OPTION CONTRACTS

<TABLE>
<CAPTION>

                                                                     Fair market
         Metal       Quantity               Price range                 value           Period
       --------    -------------     --------------------------      -----------    ---------------
       <S>         <C>               <C>                             <C>            <C>
       Copper        1,261 tons      $0.8200/lb. to $0.8845 /lb.      $(275,000)    Nov 00 - Feb 01
       Zinc          3,197 tons      $0.4876/lb. to $0.4990/lb.        $(80,600)    Nov 00 - Mar 01
       Silver       200,000 oz.        $4.70/oz. to $4.85/oz.          $(22,500)    Nov 00 - Dec 00
       Gold           3,000 oz.      $270.00/oz. to $280.00/oz.        $(33,700)    Nov 00 - Dec 00
</TABLE>

       The Company's open hedging positions as of October 31, 1999 were:
       (numbers not in thousands)

       SOLD CALL OPTION CONTRACTS

<TABLE>
<CAPTION>

                                                                     Fair market
         Metal       Quantity               Price range                 value           Period
       --------    -------------     --------------------------      ------------    ---------------
       <S>         <C>               <C>                             <C>            <C>
       Copper        9,400 tons      $0.7800/lb. to $0.9200/lb.      $(1,213,975)    Nov 99 - Aug 00
       Lead            551 tons      $0.2495/lb. to $0.2495/lb.          $     -     Nov 99
       Silver       370,000 oz.        $5.51/oz. to $5.90/oz.           $(39,348)    Nov 99 - Dec 99
</TABLE>

       PURCHASED PUT OPTION CONTRACTS

<TABLE>
<CAPTION>

                                                                     Fair market
         Metal       Quantity               Price range                 value           Period
       --------    -------------     --------------------------      -----------    ---------------
       <S>         <C>               <C>                             <C>            <C>
       Copper       1,550 tons       $0.6600/lb. to $0.7600/lb.      $297,724       Nov 99 - Aug 00
</TABLE>

       Sold put option contracts used by the Company to offset certain fixed
       price sales to customers do not meet the definition of a hedge, and the
       net mark to market adjustment related to these contracts was a loss of
       $242, for the year ended October 31, 2000. No net mark to market
       adjustments were required in the years ended October 31, 1999 and 1998.


                                                 84
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       ZINC FERRITE DISPOSAL

       According to the Metaloroya Agreement (see Note 2), the Company was
       entitled to use the existing zinc ferrite disposal site until October 23,
       2000. After this date, the Company could take ownership of this deposit
       or abandon it, create a new site, and remit to Centromin $7,200, the
       estimated cost of closure. On September 29, 2000, the Company decided to
       take ownership of this deposit. Therefore, it subscribed an agreement
       with Centromin for transferring to the Company the concessions (lands),
       including the zinc ferrite existing in the deposit. Pursuant to this
       contract, the transfer was effective as of October 22, 2000. The Company
       has accrued $7,200 for the closure costs and, although a plan for closure
       of the site has not been finalized, management believes that this reserve
       is adequate.

16.    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The fair values of the Company's long-term debt were estimated using
       discounted cash flow analysis, based on the estimates of incremental
       borrowing rates for similar types of borrowing arrangements. At October
       31, 2000 and 1999, the fair values of the Company's financial
       instruments, except for the hedge positions described in Note 15, were
       not materially different from their carrying amounts.

17.    RELATED PARTY TRANSACTIONS

       The Company has signed the following agreements with Doe Run Mining and
       Doe Run Resources Corporation (Doe Run Resources), indirect parent of Doe
       Run Mining through its subsidiary Doe Run Cayman Ltd.:

       (a)    Effective October 23, 1997, Doe Run Peru entered into a Technical,
              Managerial and Professional Agreement with Doe Run Resources.
              Pursuant to this agreement, Doe Run Resources provided to Doe Run
              Peru professional staffing and equipment for performing technical,
              managerial and professional services for the period from October
              23, 1997 to March 8, 1998. The agreed fee was $3,800.

       (b)    On March 9, 1998, Doe Run Peru entered into a Technical,
              Managerial and Professional Agreement with Doe Run Mining.
              Pursuant to this agreement, Doe Run Mining provides to Doe Run
              Peru staffing and equipment for performing technical, managerial
              and professional services. Doe Run Peru pays 2% of Doe Run Peru's
              cash operating expenses (excluding the sales agency commissions to
              Doe Run Resources and Doe Run Mining) and 10% of Doe Run Peru's
              capital expenditures. The related expense was $11,780 and $10,145
              for the years ended October 31, 2000 and 1999, respectively, and
              $5,800 for the period from March 9, 1998 to October 31, 1998. The
              term of this agreement is for two years after which it is
              automatically renewed on an annual basis unless either party gives
              notice of non-renewal.

       (c)    On January 1, 1998, Doe Run Peru entered into a Foreign Sales
              Agency and Hedging Services Agreement. Pursuant to the terms and
              conditions included in the agreement, Doe Run Resources agreed to
              perform marketing and selling of metallurgical products and
              trading and hedging services for the period from January 1, 1998
              to March 8, 1998. The commission was 3% of the foreign sales and
              amounted to $1,600.

              On March 9, 1998, Doe Run Peru entered into an agreement with
              conditions similar to the above-described agreement. The amount
              expensed was $13,073 and $11,821 for the years ended


                                      85
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


              October 31, 2000 and 1999, respectively, and $6,800 for the period
              from March 9, 1998 to October 31, 1998. The term of this agreement
              is for two years after which it is automatically renewed on an
              annual basis unless either party gives notice of non-renewal.

       (d)    On March 9, 1998, Doe Run Peru entered into a Domestic Sales
              Agency Agreement. Pursuant to the terms and conditions included in
              the agreement, Doe Run Mining agreed to perform marketing and
              selling of metallurgical products and trading. The commission is
              3% of the domestic sales. The amount expensed was $1,593 and
              $2,018 for the years ended October 31, 2000 and 1999,
              respectively, and $2,300 for the period from March 9, 1998 to
              October 31, 1998. The term of this agreement is for two years
              after which it is automatically renewed on an annual basis unless
              either party gives notice of non-renewal.

       In addition to the above described, the following balances relating to
       intercompany transactions were outstanding as of October 31, 2000 and
       1999:

       (a)    On October 23, 1997, Doe Run Peru granted to its shareholder, Doe
              Run Mining, a $125,000 loan which does not accrue interest and
              matures in October 23, 2002. This receivable is denominated in
              nuevos soles. The balance of $104,090 and $104,865 at October 31,
              2000 and 1999, respectively, is recorded as a reduction of
              shareholders' equity. This loan is long term in nature and
              management anticipates that it will not be settled in the
              forseeable future. Accordingly, gains and losses on the loan are
              reported in the same manner as currency translation adjustments,
              as a component of shareholders' equity.

       (b)    As of October 31, 2000 and 1999, the Company had a receivable from
              Doe Run Mining of $34,541 and $23,621, respectively, related to
              payments made on behalf of this entity (primarily, interest on
              loans and repayments of a revolving loan). The Company also had
              receivables from Doe Run Development S.A.C. of $126 and $122 at
              October 31, 2000 and 1999, respectively, related to payments made
              on behalf of this company in connection with its current
              operations.

              At October 31, 2000 and 1999 the Company had payables to Doe Run
              Mining S.R.L. of $0 and $19,897, respectively, primarily for the
              fees described above.

       (c)    Doe Run Peru had payables to Doe Run Resources of $7,030 and
              $1,269 at October 31, 2000 and 1999, respectively, related to the
              fees described above, hedging activity and to payments made by Doe
              Run Resources on behalf of Doe Run Peru. These payables did not
              accrued interest.

              Included in Trade Accounts Receivable, the Company had balances
              due from Doe Run Resources for sales of refined metals of $0 and
              $67 at October 31, 2000 and 1999, respectively. Sales related to
              these accounts were $1,573, $2,898 and $2,632 for the years ended
              October 31, 2000, 1999 and 1998, respectively.

       As a result of these transactions, the Company had a due from and due to
       related parties of $34,667 and $7,030 at October 31, 2000 and $23,744 and
       $1,269 at October 31, 1999, respectively. These balances, except for
       trade receivables, are shown separately in the combined balance sheets.

       Doe Run Cayman and its wholly-owned subsidiary, Doe Run Mining, and Doe
       Run Peru have jointly and severally, fully, unconditionally guaranteed
       $200,000 11.25% senior notes due 2005 and $55,000 floating interest rate
       senior notes due 2003, issued by Doe Run Resources (collectively, the
       Unsecured


                                      86
<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


       Notes). Additionally, the above-referred companies together with their
       subsidiaries have jointly and severally, fully, unconditionally
       guaranteed $50,000 aggregate principal amount of 11.25% senior Secured
       Notes due 2005, issued by Doe Run Resources (the Secured Notes).

       The guarantee of Doe Run Peru is contractually subordinated to the
       indebtedness of Doe Run Peru under the Revolving Credit Facility
       described in Note 11.

       The Secured Notes and the Unsecured Notes contain certain covenants that
       limit the ability of Doe Run Peru and its subsidiary to, among other
       things, incur additional indebtedness, make certain restricted payments,
       consummate certain asset sales, enter into certain transactions with
       affiliates, incur lines, impose restrictions on the ability of a
       subsidiary to pay dividends or make certain payments to Doe Run Resources
       and its subsidiaries, merge or consolidate with any other person or sell,
       assign, transfer, lease, convey or otherwise dispose of all or
       substantially all of its assets. The Company is in compliance with these
       covenants as of October 31, 2000.

18.    GEOGRAPHIC DATA

       The following is an analysis of net sales by country of destination:

<TABLE>
<CAPTION>
                                                2000              1999              1998
                                            -----------        -----------      -----------
       <S>                                  <C>                <C>              <C>
       USA                                     $154,911          $159,506          $148,870
       Peru                                      56,126            68,333           120,455
       Brazil                                    59,555            50,184            40,086
       England                                   48,982            37,379             9,165
       Japan                                     67,918            29,183            24,955
       India                                      5,054            28,864            10,426
       Other                                    100,240            91,183           104,334
                                            -----------        -----------      -----------
          Total sales                          $492,786          $464,632          $458,291

       Less:
          Sales expense, net                      5,138             4,300             5,660
                                            -----------       -----------      ------------
          Total net sales                      $487,648          $460,332          $452,631
                                            ===========       ===========      ============
</TABLE>






                                            87


<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

         None.


                                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information regarding the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME                                AGE                                POSITION
----                                ---                                --------
<S>                                 <C> <C>
Ira Leon Rennert..................  66  Chairman and sole Director of the Company, Doe Run Cayman and FPI
Jeffrey L. Zelms..................  56  Vice Chairman, President and Chief Executive Officer of the Company
                                        and President of Doe Run Cayman
Marvin K. Kaiser..................  59  Vice President and Chief Financial Officer of the Company and FPI,
                                        Vice President of Doe Run Cayman and Finance Manager of Doe Run
                                        Mining and Doe Run Peru
Richard L. Amistadi...............  56  Vice President Sales and Marketing of the Company
Kenneth R. Buckley................  62  Vice President of the Company and General Manager of Doe Run Mining,
                                        Doe Run Peru and Cobriza
John E. FitzSimmons...............  55  Vice President Primary Smelting
Jerry L. Pyatt....................  45  Vice President Secondary Smelting of the Company, President FPI
Juan Carlos Huyhua, Ph.D..........  48  Operations Manager of Doe Run Peru
</TABLE>

         Ira Leon Rennert has been Chairman, Chief Executive Officer and deemed
beneficial shareholder of the parent company, Renco (including predecessors),
since Renco's first acquisition in 1975, Chairman and Director of the Company
since April 1994, Chairman and Director of Doe Run Cayman since October 1997 and
Chairman and Director of FPI since August 1996. Renco holds controlling
interests in a number of manufacturing concerns operating in businesses not
competing with the Company including Renco Steel Holdings, Inc., WCI Steel,
Inc., Renco Metals, Inc., AM General Corporation and Lodestar Holdings, Inc.

         Jeffrey L. Zelms has served as Vice Chairman of the Company since
December 1998 and as President and Chief Executive Officer of the Company and
its predecessor since August 1984 and President of Doe Run Cayman since October
1997. Mr. Zelms has over 30 years of experience in the mining industry. Mr.
Zelms serves on the boards of directors of Homestake Mining Company and Phoenix
Textiles.

         Marvin K. Kaiser has served as Vice President and Chief Financial
Officer of the Company and its predecessor since January 1994 and of FPI since
April 1998, Vice President of Doe Run Cayman since October 1997 and Finance
Manager of Doe Run Mining and Doe Run Peru since October 1997. From June 1989 to
December 1993, Mr. Kaiser was the Chief Financial Officer of AMAX Gold, Inc., a
gold producing company. Mr. Kaiser is a Certified Public Accountant.

         Richard L. Amistadi has served as Vice President of Sales and Marketing
of the Company and its predecessor since November 1986. Mr. Amistadi has over 30
years of experience in sales, marketing and product development of lead metal,
lead alloys, zinc metal, lead, zinc and copper concentrates and associated
by-products.

         Kenneth R. Buckley has served as Vice President of the Company since
September 1996, General Manager of Doe Run Mining and Doe Run Peru since October
1997 and General Manager of Cobriza since August 31, 1998. From January 1996
until September 1996, Mr. Buckley was Vice President of Smelting for the
Company. Mr. Buckley served as General Manager of the Resource Recycling
Division for the Company and its predecessor from September 1988 until January
1996. Mr. Buckley has over 35 years of experience in managing metal milling and
smelting operations in five countries.

         John E. FitzSimmons has served as Vice President of Primary Smelting of
the Company since 1989. Prior to his present assignment, Mr. FitzSimmons served
as General Manager of Doe Run's Smelting Division from August 1986 until
December 1989 and from January 1993 to September 1998. From January 1990 until
January 1993, he served as Vice President of Mining and General Manager. Mr.
FitzSimmons joined St. Joe Minerals Corporation, the Company's predecessor, more
than 33 years ago, supervising every aspect of lead and zinc smelting
operations.

                                       88
<PAGE>


         Jerry L. Pyatt was named Vice President Secondary Smelting of the
Company January 1, 2000. Prior to that time, Mr. Pyatt served as General Manager
of the Company's Resource recycling Division and has been President of FPI since
October 1, 1998. Mr. Pyatt joined the Company in 1991 as a Metallurgical
Engineer.

         Juan Carlos Huyhua, Ph. D., has been Operations Manager of Doe Run Peru
since October 1997. From January 1995 to June 1997, Dr. Huyhua was Chief
Operating Officer of Centromin. Dr. Huyhua has served in various capacities for
Centromin since 1978, including as Assistant General Manager--Metallurgical
Operations, General Superintendent--Smelting and Refining Department and
Manager--Metallurgical Operations. Dr. Huyhua received his doctorate in
Extractive Metallurgy from the New Mexico Institute of Mining and Technology in
1989.


ITEM 11.  EXECUTIVE COMPENSATION

         The following table sets forth certain information concerning
compensation of the named executive officers by the Company for services
rendered to it in all capacities:

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                                     LTIP
                                                                                  PAYOUTS(b)
                                                                  ANNUAL            PAYOUTS
                                                   FISCAL     COMPENSATION(a)      LONG-TERM        ALL OTHER
      NAME AND POSITION                             YEAR     SALARY      BONUS    COMPENSATION    COMPENSATION
      -----------------                             ----     ------      -----    ------------   --------------
                                                                                                       (c)
                                                                                                       ---
<S>                                                <C>       <C>       <C>        <C>              <C>
Ira Leon Rennert(d)                                 2000        --        --           --          $2,400,000
   Chairman of the Board and sole Director          1999        --        --           --           2,400,000
                                                    1998        --        --           --           4,311,004
--------------------------------------------------------------------------------------------------------------
Jeffrey L. Zelms                                    2000     $500,000  $400,000        --             121,463
   Vice Chairman, President and Chief               1999      253,821   450,000        --              68,401
    Executive Officer                               1998      251,952   450,000       $125,000         33,042
--------------------------------------------------------------------------------------------------------------
Marvin K. Kaiser                                    2000      240,000    80,000        --              41,796
    Vice President and Chief Financial Officer      1999      195,000    80,000        --              38,851
                                                    1998      187,200   180,000         25,000         18,558
--------------------------------------------------------------------------------------------------------------
Richard L. Amistadi                                 2000      213,000    75,000        --              38,763
    Vice President Sales and Marketing              1999      187,500    75,000        --              37,517
                                                    1998      180,000    75,000         37,500         17,471
--------------------------------------------------------------------------------------------------------------
Kenneth R. Buckley                                  2000      200,000   158,333        --             124,762
    Vice President                                  1999      185,400   155,900        --             124,219
                                                    1998      186,398   225,000         12,500        120,356
--------------------------------------------------------------------------------------------------------------
John E. FitzSimmons                                 2000      162,631    80,000        --              18,200
     Vice President Primary Smelting                1999      149,435    80,000        --              27,402
                                                    1998      142,248    80,000        --              22,600
</TABLE>

---------------

(a)      Value of perquisites and other personal benefits did not exceed the
         lesser of $50,000 or 10% of total salary and bonus for any named
         executive officer.

(b)      The amounts shown as "LTIP Payouts" in the table for each named
         executive officer represent contractual payments under such officer's
         net worth appreciation agreements. See "Net Worth Appreciation
         Agreements."

(c)      The amounts shown as "All Other Compensation" in the table for fiscal
         2000 for each named executive officer, except Mr. Rennert, represent
         payments to Messrs. Zelms, Kaiser, Amistadi, Boyer, Buckley and
         FitzSimmons under the gainsharing and profit sharing plans of $66,299,
         $36,996, $33,963, $25,494 and $13,400, respectively, auto allowance of
         $40,140 for Mr. Zelms and $4,800 of for Messrs. Kaiser, Amistadi and
         FitzSimmons, $15,024 of life insurance premiums and medical expenses
         for Mr. Zelms and $99,268 of expatriate compensation for Mr. Buckley.

                                       89
<PAGE>


(d)      Mr. Rennert receives no compensation directly from the Company. He is
         Chairman of the Board and the deemed beneficial shareholder of Renco
         which receives a management fee from the Company pursuant to the
         Management Consultant Agreement (as defined). The amount shown as all
         other compensation to Mr. Rennert are the management fees paid by the
         Company to Renco. In addition, for fiscal 1998, the Company paid to
         Renco a transaction fee of approximately $2.3 million upon consummation
         of the offering of the Secured Notes. See "Item 13. Certain
         Relationships and Related Transactions."

NET WORTH APPRECIATION AGREEMENTS

         The named executive officers (with the exception of Mr. Rennert) and
six other current and former employees of the Company are each parties to net
worth appreciation agreements with the Company, pursuant to which, upon
termination of each person's employment with the Company, he is entitled to
receive a fixed percentage of the increase in the net worth of the Company, as
defined, from a base date until the end of the fiscal quarter preceding the date
of his termination. Such amount is payable without interest in 40 equal
quarterly installments, commencing three months after the termination of each
person's employment, and at three month intervals thereafter. In addition, Mr.
Buckley's agreement provides for a "Peru Credit" under which he is entitled to
receive a fixed percentage of the cumulative net income of Doe Run Mining S.R.L.
with provisions similar to those described above. Two other employees are
parties to net worth appreciation agreements providing for a Peru Credit.

         The following table summarizes the net worth appreciation agreements
now held by the named executive officers and the amounts earned thereunder.

<TABLE>
<CAPTION>
                                                             ACCUMULATED
                                                                AS OF
                                      NET WORTH              OCTOBER 31,
                                     PERCENTAGE   BASE DATE    2000(a)
                                     ----------   ---------    -------
  <S>                                <C>          <C>        <C>
  Jeffrey L. Zelms..................     5.0%       4/7/94     $    -
  Marvin K. Kaiser..................     1.0        4/7/94          -
  Richard L. Amistadi...............     1.5        4/7/94          -
  Kenneth R. Buckley................     0.5        4/7/94          -
  Kenneth R. Buckley - Peru Credit..     1.0(b)   10/23/97      251,420
  John E. FitzSimmons...............     1.0        4/7/94          -
</TABLE>

-----------

(a)      Represents the gross aggregate amount that each participant is entitled
         to receive as of October 31, 2000, subject to the vesting terms of the
         applicable agreement.

(b)      Peru credit for Mr. Buckley vested 100% on October 23, 2000.

         The net worth appreciation agreements also provide that, in the event
of payment of a dividend or a sale of the Company, the active participants will
be entitled to receive a percentage of the dividend or the net proceeds of the
sale equal to their maximum percentages under the agreements.

                                           90
<PAGE>


RETIREMENT PLANS
         The following table shows the estimated amount of annual retirement
income (calculated as a straight life annuity benefit) payable to employees
under The Doe Run Resources Corporation Retirement Plan for Salaried
Employees(the Plan), supplemented by the Doe Run Resources Corporation
Supplemental Employee Retirement Plan (SERP). The SERP is a non-qualified plan
under which any benefits not payable from Plan assets by reason of the
limitations imposed by the Internal Revenue Code of 1986, as amended (the Code)
are paid by the Company. The benefits paid are not subject to any deduction for
Social Security or other offset amount.

<TABLE>
<CAPTION>
                                 PENSION PLAN TABLE

                             Approximate Annual Retirement Benefits
                ---------------------------------------------------------------
 Final Average  15 Years of  20 Years of  25 Years of  30 Years of  35 Years of
 Compensation     Service      Service      Service      Service      Service
 -------------  -----------  -----------  -----------  -----------  -----------
 <S>            <C>          <C>          <C>          <C>          <C>
     $ 125,000    $ 28,125     $ 37,500    $  46,875     $ 56,250     $ 65,625
       150,000      33,750       45,000       56,250       67,500       78,750
       175,000      39,375       52,500       65,625       78,750       91,875
       200,000      45,000       60,000       75,000       90,000      105,000
       225,000      50,625       67,500       84,375      101,250      118,125
       250,000      56,250       75,000       93,750      112,500      131,250
       300,000      67,500       90,000      112,500      135,000      157,500
       400,000      90,000      120,000      150,000      180,000      210,000
       450,000     101,250      135,000      168,750      202,500      236,250
       500,000     112,500      150,000      187,500      225,000      262,500
       600,000     135,000      180,000      225,000      270,000      315,000
       700,000     157,500      210,000      262,500      315,000      367,500
       800,000     180,000      240,000      300,000      360,000      420,000
       900,000     202,500      270,000      337,500      405,000      472,500
     1,000,000     225,000      300,000      375,000      450,000      525,000
</TABLE>

         Retirement benefits are based on a Member's monthly "Compensation" for
the highest 36 consecutive months out of the final 120 months. "Compensation"
covered by the Plan includes basic salary, overtime pay, cash bonuses, amounts
contributed through a salary reduction arrangement to a qualified plan which
meets the requirements of Section 401(k) of the Internal Revenue Code or to a
cafeteria plan which meets the requirements of Section 125 of the Internal
Revenue Code. "Compensation" covered by the plan does not include commissions,
income from the exercise of stock options or income from shadow stock, other
special pay or allowances, severance pay, payments in the nature of royalties,
and the cost to the Company of any public or private employee benefit plan.

         As of December 31, 2000, the following officers had completed the
number of years of service indicated opposite their names: Jeffrey L. Zelms, 32
years; Marvin K. Kaiser, 7 years; Richard L. Amistadi, 32 years; Kenneth R.
Buckley, 23 years; John E. FitzSimmons, 34 years. Covered compensation under the
Plan for the year ended October 31, 2000 did not differ by more than 10% from
the compensation disclosed in the Summary Compensation Table.


EMPLOYMENT AGREEMENTS

         The named executive officers are parties to employment agreements with
the Company which expire October 31, 2001, except for Mr. Buckley's, which
expires December 31, 2001. The agreements are automatically renewable for
additional one-year terms, unless either party gives written notice at least
three months of the respective renewal dates. Pursuant to the terms of these
agreements compensation is composed of: 1) a base annual salary, 2) a year-end
bonus of not less than $50,000 nor more than $100,000 for Mr. Zelms, not less
than $30,000 nor more than $60,000 for each of the other named executive
officers, as may be determined by the Company in its sole discretion and 3) such
additional amounts, if any, as the sole Director may determine from time to time
in his discretion.

         The agreements require that, during the term of their employment, the
officers shall not directly or indirectly, engage in any aspect of the business
of lead mining, milling, recycling or sale within the continental United States
as an officer, director, partner, proprietor, investor, associate, employee or
consultant except with the Company. In addition, each of the above executive
officers has agreed to maintain the confidentiality of information obtained
during employment with the Company.

                                        91
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of the date
hereof with respect to beneficial ownership of the Company's common stock by
each beneficial owner of 5% or more of the common stock, each director and each
named executive officer of the Company during the last fiscal year, and by all
directors and executive officers of the Company as a group. Except as otherwise
noted, the persons named in the table below have sole voting and investment
power with respect to all shares or interests, as applicable, shown as
beneficially owned by them.

<TABLE>
<CAPTION>

Name                                                                              Number
----                                                                                of     Percent
                                                                                  Shares   -------
                                                                                  ------
<S>                                                                               <C>      <C>
The Renco Group, Inc.(a)(b)......................................................   1,000   100.0%
DR Acquisition Corp.(a)..........................................................   1,000   100.0
Ira Leon Rennert(a)(c)...........................................................   1,000   100.0
Jeffrey L. Zelms.................................................................    --      --
Marvin K. Kaiser.................................................................    --      --
Richard L. Amistadi..............................................................    --      --
Kenneth R. Buckley...............................................................    --      --
John E. Fitzsimmons..............................................................    --      --
All directors and executive officers of the Company as a group (7 persons).......   1,000   100.0
</TABLE>

-----------

(a)      The address of this beneficial owner is c/o The Renco Group, Inc., 30
         Rockefeller Plaza, Suite 4225, New York, New York 10112.

(b)      Renco is deemed to beneficially own the shares owned by DRA due to
         Renco's ownership of all of the outstanding capital stock of DR
         Acquisition Corp.

(c)      Mr. Rennert is deemed to beneficially own the interests and shares
         owned by Renco due to the ownership by trusts established by him for
         himself and members of his family of all of the outstanding common
         stock of Renco.

         By virtue of Renco's indirect ownership of all of the outstanding
common stock of the Company, and Mr. Rennert's ownership of the stock of Renco,
Mr. Rennert is in position to control actions that require the consent of a
majority of the holders of equity interests in the Company and its subsidiaries.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Under a management consultant agreement, dated as of April 7, 1994, as
amended (Management Consultant Agreement), between Renco and the Company, the
Company pays an annual fee of $2.4 million to Renco. The Management Consultant
Agreement provides that the Company shall not make any payment thereunder which
would violate any of its agreements with respect to any of its outstanding
indebtedness. The Management Consultant Agreement extends to October 31, 2003
and thereafter shall continue for additional terms of three years each unless
sooner terminated by either party by giving six months prior written notice.
Management believes that the agreement will continue beyond October 31, 2003. In
the year ended October 31, 2000, the Company paid management fees to Renco in
the amount of $2.4 million. The Company believes that the cost of obtaining the
type and quality of services rendered by Renco under the Management Consultant
Agreement was, and continues to be, no less favorable than that at which the
Company could obtain such services from unaffiliated entities.

         To obtain the advantages of volume, Renco purchases certain insurance
coverages for its subsidiaries, including the Company, and the cost of such
insurance, without markup, is reimbursed by the covered subsidiaries. Currently,
the major areas of insurance coverage obtained under the Renco programs for the
Company's U.S. operations are property, business interruption and fidelity and
for its Peruvian operations foreign general liability and fidelity. The premiums
for property, business interruption, fidelity and foreign general liability (as
applicable) are allocated by Renco to its covered subsidiaries, substantially as
indicated in the underlying policies. Renco also purchases and administers
certain insurance policies exclusively for the Company's U.S. operations,
including fiduciary, general and product liability, workers' compensation,
political risk, automobile liability, and casualty umbrella, and for its
Peruvian operations, including property, business interruption, general and
product liability, workers' compensation, automobile liability and casualty

                                        92
<PAGE>


umbrella. The cost of such insurance, without markup, is reimbursed by the
Company as incurred. The total insurance cost reimbursed under the Renco
insurance programs in fiscal 2000 was approximately $5.3 million, of which Doe
Run financed $.9 million directly with insurance premium finance companies. The
Company believes that its insurance costs were less than would have been
incurred had the respective insurance been obtained directly.

         Pursuant to a tax sharing agreement between the Company and Renco, the
Company pays to Renco an amount equal to the amount the Company would have been
required to pay for taxes on a stand-alone basis to the Internal Revenue Service
and the applicable state taxing authority, as the case may be, except that the
Company will not have the benefit of any of its tax loss carryforwards unless
such tax losses were a result of timing differences between the Company's
accounting for tax and financial reporting purposes. This agreement also
provides that transactions between the Company and Renco and its other
subsidiaries are accounted for on a cash basis and not on an accrual basis.

         Effective with the beginning of fiscal 1999, Renco, formerly a C
corporation, elected to be treated as an S corporation pursuant to a change in
the Federal tax laws allowing corporations with subsidiaries to elect such
Subchapter S status. In connection with that election, Renco is permitted to
designate its subsidiaries as qualified S corporation subsidiaries, and the
Company has been so designated. As a result, the Company's taxable income will
be included in Renco's shareholders' income tax returns. Generally, no provision
for federal income taxes will be included in the Company's statements of income
for periods beginning after October 31, 1998. The Company will continue to
provide for foreign, state and local income taxes for those taxing jurisdictions
that do not recognize qualified S corporation subsidiary status. However, under
the "build-in gains" provisions of the tax law, federal and state taxes may
become payable and will be charged to the Company's statement of income. Such
taxes are measured by the excess of the fair market value of assets over their
tax bases on the effective date of the S corporation election if the appreciated
assets are disposed of within the ten-year post-conversion period. It is not
management's present intent to trigger any taxes under the built-in gains
provisions of the tax laws. Deferred tax assets of $8.0 million and deferred tax
liabilities of $1.8 million were reflected as a charge and credit to income,
respectively, in the first quarter of the Company's consolidated statement of
income in fiscal 1999.

         The Company may from time to time in the future sell zinc and other
alloys to WCI Steel, Inc., an indirect subsidiary of Renco. The Company believes
that such sales are on an arm's length basis at a price no less favorable than
that at which the Company could sell to unaffiliated entities.





                                           93
<PAGE>



                                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
     A.  Documents filed as part of this Form 10-K:

         1.  FINANCIAL STATEMENTS (included in Part II, Item 8):                                         PAGE #
                                                                                                        --------
     <S>                                                                                                <C>
             a) The Doe Run Resources Corporation
                 Independent Auditors' Report                                                               25
                 Consolidated Balance Sheets - October 31, 2000 and 1999                                    26
                 Consolidated Statements of Operations - Years ended October 31, 2000,
                    1999 and 1998                                                                           27
                 Consolidated Statements of Comprehensive Income and Shareholders'
                    Equity - Years ended October 31, 1999, 1998 and 1997                                    28
                 Consolidated Statements of Cash Flows - Years ended October 31, 2000,
                    1999 and 1998                                                                           29
                 Notes to Consolidated Financial Statements                                              30-62

             b) Doe Run Peru S.R.L
                 Independent Auditors' Report                                                               63
                 Report of Independent Accountants                                                          64
                 Balance Sheets - October 31, 2000 and 1999                                                 65
                 Combined Statements of Operations - Years ended October 31, 2000,
                    1999 and 1998                                                                           66
                 Combined Statements of Shareholders' Equity - Years ended
                    October 31, 2000, 1999 and 1998                                                         67
                 Combined Statements of Cash Flows - Years ended October 31, 2000,
                    1999 and 1998                                                                           68
                 Notes to Combined Financial Statements                                                  69-87




         2.  FINANCIAL STATEMENT SCHEDULES  (included in Part IV):

             Independent Auditor's Report                                                                   95
             Schedule II        Valuation and Qualifying Accounts                                           96

              Schedules not listed above have been omitted because the
              information required to be set forth therein is not applicable or
              is included in the consolidated financial statements or notes
              thereto.

         3.  EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K.

              The information called for by this paragraph is contained in the
              Exhibit Index of this report which is incorporated herein by
              reference.
</TABLE>


                                           94
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
The Doe Run Resources Corporation and Subsidiaries:

Under date of December 14, 2000, except as to note 9 which is as of January
26, 2001, we reported on the consolidated balance sheets of The Doe Run
Resources Corporation and subsidiaries as of October 31, 2000 and 1999, and
the related consolidated statements of operations, comprehensive income and
shareholders' equity and cash flows for each of the years in the three-year
period ended October 31, 2000, which are included in the report on Form 10-K.
In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule in the Form 10-K. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

                                                            (signed) KPMG LLP

December 14, 2000, except as to note 9
which is as of January 26, 2001











                                        95
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Schedule II
                                                                                                             -----------

                                     THE DOE RUN RESOURCES CORPORATION

                                     Valuation and Qualifying Accounts

                                Years ended October 31, 2000, 1999 and 1998

                                           (dollars in thousands)


                                                                              Additions     Deductions -
                                                                Balance at   charged to      write-offs
                                                                 beginning    costs and        against      Balance at
                                                                  of year     expenses        allowance     end of year
                                                                -----------  -----------    -------------   -----------
<S>                                                             <C>          <C>            <C>             <C>
Year ended October 31, 2000:
       Applied against asset accounts:
       Allowance for doubtful accounts                          $    675          16              548            143
       Allowance for inventory obsolescence                     $  4,300         437              265          4,472
Year ended October 31, 1999:
       Applied against asset accounts:
       Allowance for doubtful accounts                          $    876         103              304            675
       Allowance for inventory obsolescence                     $  4,559          66              325          4,300
Year ended October 31, 1998:
       Applied against asset accounts:
       Allowance for doubtful accounts                          $    729         147                -            876
       Allowance for inventory obsolescence                     $  4,977         124              542          4,559
</TABLE>
















                                                          96
<PAGE>


(b) REPORTS ON FORM 8-K.

         None
                                             S I G N A T U R E S


         Pursuant to the requirements of Section 13 or 15(d) 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.


                          THE DOE RUN RESOURCES CORPORATION
                          (Registrant)


                  By:                     /s/ Jeffrey L. Zelms
                          ------------------------------------------------------
                                             Jeffrey L. Zelms
                            Vice Chairman, President and Chief Executive Officer

                                             January 29, 2001
                          ------------------------------------------------------
                                                 (Date)



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>

     <S>                                                      <C>                                    <C>
     Ira Leon Rennert
     Chairman of the Board and Director                             /s/ Ira Leon Rennert               January 29, 2001
                                                              -----------------------------------    --------------------
                                                                         Signature                           Date

     Jeffrey L. Zelms
     Vice Chairman, President and Chief Executive Officer
     (principal executive officer)                                  /s/ Jeffrey L. Zelms               January 29, 2001
                                                              -----------------------------------    --------------------
                                                                         Signature                           Date


     Marvin K. Kaiser
     Vice President and Chief Financial Officer
     (principal financial and accounting officer)                   /s/ Marvin K. Kaiser               January 29, 2001
                                                              -----------------------------------    --------------------
                                                                         Signature                           Date
</TABLE>


    SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
       SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
                SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

         No annual report to security holders covering the registrant's last
fiscal year and no proxy statement, form of proxy or other proxy soliciting
material with respect to any annual or other meeting of security holders has
been or will be sent to security holders.




                                      97
<PAGE>




                                                EXHIBIT INDEX

<TABLE>
<CAPTION>

  EXHIBIT                            DESCRIPTION
    NO.                              -----------
    ---
   <S>    <C>

     3.1  Certificate of Incorporation of Doe Run.(1)
     3.2  Amended and Restated By-laws of Doe Run.(1)
     3.3  Certificate of Incorporation of FPI.(1)
     3.4  Bylaws of FPI.(1)
     3.5  Certificate of Incorporation of Doe Run Cayman.(1)
     3.6  Memorandum and Articles of Association of Doe Run Cayman.(1)
     3.7  Constitucion de Sociedad Comercial de Responsibilidad Limitada de Doe
          Run Mining (with English translation).(1)
     3.8  Constitucion de Sociedad Comercial de Responsibilidad Limitada de Doe
          Run Peru (with English translation).(1)
   3.9.1  Constitucion Simultanea de Sociedad Anonima Cerrada de Doe Run Air
          (with English translation).(3)
   3.9.2  Constitucion Simultanea de Sociedad Anonima Cerrada de Doe Run
          Development (with English translation).(3)
   3.9.3  Modificacion Total de Estatuto Social, Designacion de membros de
          Directorio, Nombramiento de Gerente General, Nombriento de Apoderados
          Especiales y Otorgamiento de Poderes Especiales de Cobriza (with
          English translation).(3)
     3.10 Certificate of Formation of DRLH. (3)
     3.11 Limited Liability Company Agreement of DRLH. (3)
    4.1.1 Indenture, dated as of March 12, 1998, by and among Doe Run, as
          issuer, FPI, Doe Run Cayman, Doe Run Mining and Doe Run Peru, as
          guarantors, and State Street Bank and Trust Company, as trustee,
          relating to the 11 1/4% Senior Notes due 2005, Series A, Floating
          Interest Rate Senior Notes due 2003, Series A, 11 1/4% Senior Notes due
          2005, Series B and Floating Interest Rate Senior Notes due 2003,
          Series B and the Guarantees thereof (containing, as exhibits,
          specimens of the Notes and the Guarantees).(1)
    4.1.2 First Supplemental Indenture, dated as of September 1, 1998, by and
          among Doe Run, as issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run
          Peru, Doe Run Air and Doe Run Development, as guarantors, and State
          Street Bank and Trust Company, as trustee, supplementing the
          Indenture, dated as of March 12, 1998.(2)
    4.1.3 Second Supplemental Indenture, dated as of September 16, 1998, by and
          among Doe Run, as issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run
          Peru, Doe Run Air, Doe Run Development and Cobriza, as guarantors, and
          State Street Bank and Trust Company, as trustee, supplementing the
          Indenture, dated as of March 12, 1998.(3)
    4.1.4 Third Supplemental Indenture, dated as of January 13, 1999, by and
          among Doe Run, as issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run
          Peru, Doe Run Air, Doe Run Development, Cobriza and DR Land Holdings,
          LLC ("DRLH"), as guarantors, and State Street Bank and Trust Company,
          as trustee, supplementing the Indenture, dated as of March 12, 1998.
          (3)
    4.2.1 Indenture, dated as of September 1, 1998, by and among Doe Run, as
          issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run Peru, Doe Run Air
          and Doe Run Development, as guarantors, and State Street Bank and
          Trust Company, as trustee, relating to the 11 1/4% Senior Secured Notes
          due 2005, Series A and 11 1/4% Senior Secured Notes due 2005, Series B
          and the Guarantees thereof (containing, as exhibits, specimens of the
          Notes and the Guarantees).(2)
    4.2.2 First Supplemental Indenture, dated as of September 16, 1998, by and
          among Doe Run, as issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run
          Peru, Doe Run Air, Doe Run Development and Cobriza, as guarantors, and
          State Street Bank and Trust Company, as trustee, supplementing the
          Indenture, dated as of September 1, 1998.(3)
    4.2.3 Second Supplemental Indenture, dated as of January 13, 1999, by and
          among Doe Run, as issuer, FPI, Doe Run Cayman, Doe Run Mining, Doe Run
          Peru, Doe Run Air, Doe Run Development, Cobriza and DRLH, as
          guarantors, and State Street Bank and Trust Company, as trustee,
          supplementing the Indenture, dated as of September 1, 1998. (3)
    4.2.4 Pledge Agreement, dated as of January 15, 1999, by Doe Run to State
          Street Bank and Trust Company. (3)
      4.4 Registration Rights Agreement, dated as of September 1, 1998, by and
          among Doe Run, FPI, Doe Run Cayman, Doe Run Mining, Doe Run Peru, Doe
          Run Air, Doe Run Development and Jefferies & Company, Inc., relating
          to the 11 1/4% Senior Secured Notes due 2005.(2)
   10.1.1 Employment Agreement, dated as of April 7, 1994, between The Doe Run
          Resources Corporation and Jeffrey


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          L. Zelms.(1)
   10.1.2 Employment Agreement, dated as of April 7, 1994, between The Doe Run
          Resources Corporation and Marvin K. Kaiser.(1)
   10.1.3 Employment Agreement, dated as of April 7, 1994, between The Doe Run
          Resources Corporation and Richard L. Amistadi.(1)
   10.1.4 Employment Agreement, dated as of April 7, 1994, between The Doe Run
          Resources Corporation and John E. FitzSimmons.(6)
   10.1.5 Employment Agreement, dated as of April 7, 1994, as amended, between
          The Doe Run Resources Corporation and Kenneth R. Buckley.(1)
   10.2.1 Net Worth Appreciation Agreement, dated as of April 7, 1994, as
          amended, between The Doe Run Resources Corporation and Jeffrey L.
          Zelms.(1)
   10.2.2 Net Worth Appreciation Agreement, dated as of April 7, 1994, as
          amended, between The Doe Run Resources Corporation and Marvin K.
          Kaiser.(1)
   10.2.3 Net Worth Appreciation Agreement, dated as of April 7, 1994, as
          amended, between The Doe Run Resources Corporation and Richard L.
          Amistadi.(1)
   10.2.4 Net Worth Appreciation Agreement, dated as of April 7, 1994, as
          amended, between The Doe Run Resources Corporation and John E.
          FitzSimmons.(6)
   10.2.5 Net Worth Appreciation Agreement, dated as of January 15, 1999, as
          amended, between The Doe Run Resources Corporation and Kenneth R.
          Buckley.(6)
   10.2.6 Form of second amendment to net worth appreciation agreements dated
          January 15, 1999 (Amendments to Exhibits 10.1.1-10.1.4). (6)
     10.3 The Doe Run Resources Corporation Supplemental Employee Retirement
          Plan.(1)
     10.4 The Doe Run Company Executive Tax Services Plan.(1)
   10.5.1 Loan and Security Agreement, dated March 12, 1998, by and among Doe
          Run, FPI and Congress Financial Corporation.(1)
   10.5.2 Amendment No. 1 to Loan and Security Agreement, dated September 1,
          1998, among Doe Run, FPI and Congress Financial Corporation. (2)
   10.5.3 Amendment No. 2 to Loan and Security Agreement, dated January 13,
          1999, by and among Doe Run, FPI and Congress Financial Corporation.
          (3)
   10.5.4 Guarantee, dated January 13, 1999, between DRLH and Congress
          Financial Corporation. (3)
   10.5.5 Amendment No. 3 to Loan and Security Agreement dated February 1,
          1999 by and among the Doe Run Resources Corporation, Fabricated
          Products, Inc. and Congress Financial Corporation (4) Ex. 10.1
   10.5.6 Amendment No. 4 to Loan and Security Agreement dated June 11, 1999
          by and among the Doe Run Resources Corporation, Fabricated Products,
          Inc. and Congress Financial Corporation (5) Ex 10.3
   10.5.7 Amendment No. 5 to Loan and Security Agreement dated June 11, 1999
          by and among the Doe Run Resources Corporation, Fabricated Products,
          Inc. and Congress Financial Corporation (8)
     10.6 Contrato de Transferencia de Acciones, Aumento del Capital Social y
          Suscripcion de Acciones de La Empresa Metalurgica La Oroya S.A.
          (Contract of Stock Transfer, Capital Increase and Stock Subscription)
          (with English translation).(1)
     10.7 Programa de Adecuacion y Manejo Ambiental (Environmental Remedy and
          Management Program) (with English translation).(1)
   10.8.1 Convenio de Estabilidad Juridica Entre el Estado y La Empresa
          Metalurgica La Oroya S.A. (Legal Stability Agreement between the State
          and Empresa Metalurgica La Oroya S.A.) (with English translation).(1)
   10.8.2 Convenio de Estabilidad Juridica con Doe Run Mining S.R. Ltda.
          (Legal Stability Agreement with Doe Run MiningCommission for Foreign
          Investments and Technologies) (with English translation).(1)
   10.8.3 Convenio de Estabilidad Juridica con Doe Run Mining S.R. Ltda.
          (Legal Stability Agreement with Doe Run MiningMinistry of Energy and
          Mines) (with English translation).(1)
   10.8.4 Convenio de Estabilidad Juridica con Doe Run Peru S.R. Ltda. (Legal
          Stability Agreement with Doe Run PeruMinister of Energy and Mines)
          (with English translation).(1)
   10.8.5 Convenio de Estabilidad Juridica con Doe Run Peru S.R. Ltda. (Legal
          Stability Agreement with Doe Run PeruVice Minister of Mines) (with
          English translation).(1)
   10.8.6 Convenio de Estabilidad Juridica con Doe Run Cayman Ltd. (Legal
          Stability Agreement with Doe Run CaymanCommission for Foreign
          Investments and Technologies) (with English translation).(1)
   10.8.7 Remite Contrato de Estabilidad Administrativa Ambiental
          (Environmental Stability Agreement) (with English translation).(1)
   10.9.1 Contrato de Linea de Credito en Moneda Extranjero (Contract for a
          Line of Credit in Foreign Currency), dated


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<PAGE>


          June 11, 1998, between Banco de Credito del Peru and Doe Run Peru
          (with English translation).(1)
   10.9.2 Modificacion al Contrato de Linea de Credito en Moneda Extranjera y
          al Contrato de Afectacion en Garantia de Pagos y/o Cobranzas y de
          Cuentas Cobranza (amendment to the Contract for Line of Credit in
          Foreign Currency and Collection Account Agreement, dated as of October
          6, 1998, between Banco de Credito del Peru and Doe Run Peru S.R.L.
          (English translation to be filed by amendment).(3)
   10.9.3 Amendments to Contract for a Line of Credit in Foreign Currency,
          dated June 11, 1998 (with English translation) (7) Ex. 10.1.1
    10.10 Contrato de Afectacion en Garantia de Pagos y/o Cobranzas y de
          Cuentas Cobranza (Collection Account Agreement), dated June 11, 1998,
          between Banco de Credito del Peru and Doe Run Peru (with English
          translation).(1)
    10.11 Contrato de Prenda de Minerales (Ore Collateral Agreement), dated
          June 11, 1998, between Banco de Credito del Peru and Doe Run Peru
          (with English translation).(1)
    10.12 Security Agreement, dated as of September 1, 1998, by Doe Run in
          favor of State Street Bank and Trust Company, as trustee and
          collateral agent.(2)
    10.13 Intercreditor Agreement, dated as of September 1, 1998, between State
          Street Bank and Trust Company, as note trustee, and Congress Financial
          Corporation, as lender.(2)
    10.14 Management Consulting Agreement, dated as of April 17, 1994, as
          amended, between The Renco Group, Inc. and The Doe Run Resources
          Corporation.(3)
    10.15 Financial leasing dated January 20, 1999 entered into by and between
          Credito Leasing S.A. and Banco de Credito del Peru as party of the
          first part and Doe Run Peru S.R.L. as party of the second part
          (English) (5) Ex. 10.1
    10.16 Unconditional Guarantee dated June 11,1999 by and among the Doe Run
          Resources Corporation, Boeing Capital Corporation and First Security
          Bank, N.A. (5) Ex 10.2.1
    10.17 Promissory Note dated July 6, 1999 by and among Boeing Capital
          Corporation and First Security Bank, N.A. (5) Ex 10.2.2
    10.18 Loan and Security Agreement dated June 11, 1999 by and among Boeing
          Capital Corporation and First Security Bank, N.A. (5) Ex 10.2.3
       21 List of Subsidiaries of Registrant. (3)

</TABLE>
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(1)      Incorporated by reference to the same numbered exhibit filed with the
         Registration Statement on Form S-4, as amended, (File No. 333-52285)
         originally filed May 11, 1998

(2)      Incorporated by reference to Form 8-K (File No. 333-52285) filed
         September 16, 1998.

(3)      Incorporated by reference to the same numbered exhibit filed with the
         Registration Statement on Form S-4, as amended, (File No. 333-66291),
         originally filed October 29, 1998.

(4)      Incorporated by reference to the exhibit number in Form 10Q filed June
         11, 1999.

(5)      Incorporated by reference to the exhibit number in Form 10Q filed
         September 13, 1999.

(6)      Incorporated by reference to the exhibit number in Form 10K filed
         January 26, 2000.

(7)      Incorporated by reference to the exhibit number in Form 10Q filed June
         8, 2000.

(8)      Filed with this Form 10K.



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