<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, 1999

                                       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:

<TABLE>
<CAPTION>
Title of Each Class                  Name of Each Exchange on Which Registered
-------------------                  -----------------------------------------
<S>                                  <C>
      None                                         Not Applicable
</TABLE>

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 26, 2000: 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>

                          THE DOE RUN RESOURCES CORPORATION
                                   INDEX TO FORM 10-K

<TABLE>
<CAPTION>

                                                                            PAGE NO.
                                                                            --------
<S>                                                                        <C>
PART I

       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                                                  23

       Item 8.    Financial Statements and Supplementary Data                  23

       Item 9.    Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosures                        102

PART III

       Item 10.   Directors and Executive Officers of the Registrant          102

       Item 11.   Executive Compensation                                      103

       Item 12.   Security Ownership of Certain Beneficial Owners
                  and Management                                              106

       Item 13.   Certain Relationships and Related Transactions              106

PART IV

       Item 14.   Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K                                         108

       SIGNATURES                                                             111

       EXHIBIT INDEX                                                          112

</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 is
hereby made to "Item 8. Financial Statements and Supplementary Data", Note 13
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 six mills. 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, 1999, the Company's U.S. ore
reserves consisted of approximately 65 million proven and probable tons,
containing grades of 5.62% lead, 1.13% zinc and .22% 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 1999, the Company shipped approximately 516,000 tons of
refined lead metal and lead alloy products, including recycled lead,
representing approximately 28% of North American consumption and 10% of
western world consumption. In fiscal 1999, the Company's U.S. operations
generated net sales of $342.8 million and a net loss of $31.2 million.

         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, zinc and copper. 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, 1999, approximately 73% 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 at the London Metal Exchange
(LME), for refined lead was $.23 per pound in fiscal 1999. As of December 31,
1999, the LME price for lead had declined to just under $.22 per pound. Over
the past two years the price has dropped as new sources of ore have been
developed in Australia and Ireland, and as

                                       1
<PAGE>

China has increased its lead metal production and exports. Current prices are
near historical lows. Management believes that prices will recover from these
levels in the next several years, as several large lead producing mines will
be depleted of ore. This should bring about a balance or slight deficit in
supply versus demand. Over the past ten years, the average price of lead has
been approximately $.27 per pound. Management believes that lead prices over
the long term will reflect the historical industry average. In spite of low
lead prices, the Company's U.S. operations' income from operations was
marginally positive in fiscal 1999. While the Company expects to reduce
certain costs and achieve certain operating efficiencies during fiscal 2000
in an effort to mitigate the impact of low lead metal prices, these prices
could decrease further in the future to levels resulting in operating losses.

         The lead-acid battery remains the most cost competitive technology
for starting, lighting and ignition (SLI) batteries, primarily automotive,
and management believes this trend will continue. 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.

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 deliver finished metals and by-products that meet
international quality standards. For the year ended October 31, 1999, net
sales and net income were $461.7 million and $29.8 million, respectively.
Refined copper, silver, zinc, lead and gold accounted for 22%, 37%, 17%, 12%
and 4%, respectively, of fiscal 1999 net sales. Sales of various by-products
accounted for the balance of fiscal 1999 sales. For the year ended October
31, 1999, La Oroya was one of Peru's largest exporters, exporting
approximately 85% 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 are sold as by-products. Base metal prices, treatment charges
and penalties are generally established by reference to prevailing
international market prices. Currently, La Oroya has secured approximately
90% of its concentrate requirements for fiscal 2000, through material
supplied by Cobriza and contracts with suppliers. For the year ended October
31, 1999, approximately 34% 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 complex concentrates that are purchased based on
market prices, its financial performance is less sensitive to the volatility
of metal prices.

                                       2
<PAGE>

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,
                                                                         ----------------------
                                                                     1999         1998          1997
                                                                     ----         ----          ----
                                                                          (dollars in thousands)
<S>                                                               <C>            <C>            <C>
Primary lead metal sales........................................   $217,062      $146,227       $156,077
Secondary lead:
     Tolling....................................................     23,441        21,892         22,369
     Metal sales................................................     31,754        31,110         29,039
     Other......................................................      5,620         6,547          6,063
Zinc concentrates...............................................     31,373        25,472         24,772
Copper concentrates.............................................      3,511         3,679          8,822
Fabricated Products.............................................     25,699        17,442         24,121
Other...........................................................      4,380         9,232          6,633
                                                                   --------      --------       --------
      Total.....................................................   $342,840      $261,601       $277,896
                                                                   ========      ========       ========

</TABLE>

         For the year ended October 31, 1999, 1998, and 1997 exports
represented  approximately  2%, 2% and 7% of the U.S. operations' net sales,
respectively.

CUSTOMERS

         The Company's U.S. operations had approximately 156 lead metal
customers in fiscal 1999 of which the five largest accounted for
approximately 35% of lead metal net sales. Approximately 70% of lead metal
net sales were pursuant to contractual agreements, typically one year or
less. Such contracts generally set forth minimum volume and pricing terms.
The Company's customers include six of the seven largest lead-acid battery
manufacturers in the world. These six customers accounted for approximately
34% of U.S. net sales in fiscal 1999. The loss of any of the Company's large
customers or curtailment of purchases by such 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 Company's consolidated fiscal 1999 net sales.

COMPETITION

         The Company's U.S. operation 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.

                                       3
<PAGE>

RAW MATERIALS

         The Company's U.S. operations utilize various raw materials,
principally coke, electricity, natural gas, propane and spent batteries.
These raw materials are secured from external sources, primarily under
contracts that are awarded on the basis of competitive bid. In addition, lead
concentrates are supplied by the Company's mining operations and purchased
from third parties. The Company believes that it has adequate sources of
these raw materials to meet its present production needs. For a discussion of
the Company's mineral reserves, see "Item 2. Properties -- Ore Reserves."

ELECTRICAL 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.

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 15 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, with a view to 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 in the advanced stage of exploring 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. The Company is performing geological
and geochemical surveys, surface drilling and underground work in an area
covering approximately 150,000 acres. In fiscal 1999, 1998 and 1997, the
Company spent $4.9 million, $5.3 million and $6.2 million, respectively, on
exploration activities, including $3.7 million, $4.1 million and $2.6
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. 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 14 times in the last
27 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.

                                       4
<PAGE>

EMPLOYEES

         As of October 31, 1999, the Company had 458 active salaried
employees and 1,375 active hourly employees in the United States. Management
believes that its labor relations are good. At October 31, 1999, 138 hourly
employees 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 copper, silver, 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. The 1997 figures reflect activity preceding the Company's
acquisition of La Oroya.

<TABLE>
<CAPTION>
                                                Twelve Months Ended October 31,
                                                -------------------------------
                                                1999          1998          1997
                                                ----          ----          ----
                                                     (dollars in thousands)
<S>                                            <C>           <C>          <C>
Copper...................................       $103,392      $111,398     $148,898
Silver...................................        170,116       157,857       98,006
Zinc.....................................         76,305        76,370       83,521
Lead.....................................         56,560        60,782       65,385
Gold Bullion.............................         19,734        18,533       14,605
By-Products..............................         35,627        30,040       21,469
                                                --------      --------     --------
        Total............................       $461,734      $454,980     $431,884
                                                ========      ========     ========

</TABLE>

CUSTOMERS

         La Oroya had approximately 412 customers in 1999, including a wide
variety of industrial and international trading companies, of which the five
largest accounted for approximately 38% of its net sales. In 1999,
approximately 85% of net sales were exported, with sales to North American
countries representing approximately 35% of net sales, followed by Latin
America, Asia and Europe with 19%, 15% and 16% of net sales, respectively.
Substantially all of La Oroya's 1999 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 capable of processing complex concentrates into base and
precious metals and various by-products enable it to produce products that
meet stringent international quality standards. 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 raw materials, principally water,
electricity, oxygen, coal and fluxes.

                                       5
<PAGE>

         COPPER. During 1999, approximately 62% of the copper concentrates
processed at La Oroya were obtained from the Peruvian domestic market,
approximately 53% of which was supplied by Cobriza. In fiscal 2000, La Oroya
expects to obtain approximately 69% of its copper concentrates from the
Peruvian domestic market, 50% 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.

         ZINC. All of the zinc concentrates processed at La Oroya, during
1999, were secured from the Peruvian domestic market. La Oroya requires
approximately 98,600 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 1999 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. La Oroya installed an oxygen plant in 1994 with a capacity of
353 tons per day. In January 1999 the Company entered into a sale and
leaseback agreement for the La Oroya oxygen plant. See "Item 8 Financial
Statements and Supplementary Date", Note 8 to the Company's financial
statements for details of this transaction. The 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. 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
Electricidad de Los Andes S.A. (Electroandes), a local electric power company
owned by Centromin. The smelting complex consumes approximately 63 megawatts
of ongoing load which represents approximately one-third of the capacity of
Electroandes. La Oroya has a nine year power supply contract with
Electroandes, which management believes will provide sufficient power to La
Oroya over the life of the contract at satisfactory long-term rates. The
contract expires in October 2007. Most of Cobriza's electrical power is also
provided by Electroandes. Cobriza's requirements do not represent a
significant portion of Electroandes' 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, air emissions and
ambient air quality. In addition, the Consejo Nacional del Ambiente (National
Environmental Council) coordinates government regulations and policies. 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 was to submit 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

                                       6
<PAGE>

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.

         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
- Elimination of fugitive gases from the coke plant
- Use of oxygenated gases in the anodic residue plant
- Water treatment plant for the copper refinery
- Recirculation system for cooling waters at the smelter
- Management and disposal of acidic solutions at the silver refinery
- Industrial waster water treatment plant for the smelter and refinery
- Containment dam for the lead muds near the zileret plant
- Granulation process water at the lead smelter
- Anode washing system at the zinc refinery
- 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 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. The
Company has advised the MEM that it intends to seek changes to certain PAMA
projects that it believes will more effectively achieve compliance. 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
obligations 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 will be approximately $189.9 million through fiscal
2007. Under its agreement with the MEM, the Company is required to make
certain improvements by May 2002 at Cobriza at an estimated cost of
approximately $9.6 million. No assurance can be given that implementation of
the PAMA projects at Cobriza is feasible or that implementation will achieve
compliance with the applicable standards by the end of the PAMA period.

                                       7
<PAGE>

         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 objective of the capital investment
program is to increase 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 cash flow
from operations in addition to lines of credit available to the Company
through its revolving credit facilities will be sufficient to fund the
capital investment program. See "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations --Liquidity and Capital
Resources."

SAFETY

         Peru's Ministerio de Trabajo y Promocion Social (Ministry of
Industrial Safety) is responsible for regulating measures to minimize
work-related illnesses and accidents through continuous inspections to ensure
compliance with numerous safety standards. The Company's Peruvian operations'
safety performance improved significantly in 1998 and 1999. With further
assistance and direction provided by the Company, the Company's Peruvian
operations will continue to maintain a high regard for safety and hygiene.

EMPLOYEES

         As of October 31, 1999, the Company's Peruvian employees included
973 active salaried employees, 2,291 active hourly employees, and 1,573
people on a contract basis. There are three unions for hourly employees and
two unions for salaried employees. The principal union representing 78.1% 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) represents 3.8% of the
hourly workers. The Sindacato de Trabajudones Ferroviarios Cobriza (Cobriza
Railway Workers Union) represent 1.7% of the hourly workers. The remaining
hourly workers (16.4%) 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 41.2% of the
salaried employees and by the Sindicato de Empleados Ferroviarios La Oroya
(La Oroya Railway Employees Union), representing 3.5% of salaried employees.
The remaining salaried employees, 55.3%, 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 eight miles, 16 miles, 18
miles, 20 miles and 29 miles, respectively, south of Viburnum, Missouri.

         The Company also operates six grinding/floatation mills located near
its production shafts. 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. 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>

                                       8
<PAGE>

         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 120,000 tons. The facility operates under
a Resource Conservation and Recovery Act (RCRA) permit allowing it to handle
waste, primarily lead-bearing material.

         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 related mining
operations are conducted pursuant to four development contracts, which also
are for 10 or 20 years, as the case may be, subject to renewal.

The Company's development contracts consist of the following leases:

<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             June 30, 2000
</TABLE>

         The Company anticipates that the Sweetwater lease will be renewed by
the government for an additional 10 years. The government has not yet
assigned development contracts to these leases. The Company is required to
make royalty payments under the leases.

         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, 1999 for the Viburnum Trend mineral deposits
and the Higdon deposit, which is outside the Viburnum Trend.

                           RESERVE --MINEABLE RESERVES
                            AS OF OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                                                   Grade+
                                                          -------------------------
                                           Tons           Lead      Zinc     Copper
                                       --------------     ----      ----     ------
                                       (in thousands)
<S>                                    <C>                <C>       <C>      <C>
Proven.................................    13,636         7.46%     1.49%      .31%
Probable...............................    51,656         5.14%     1.03%      .19%
                                           ------
      Total Proven and Probable........    65,292         5.62%     1.13%      .22%
                                           ======

</TABLE>

+  The estimated average extraction recovery 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)                               121,000
              Zinc (short tons)                                83,000
              Silver (thousands of troy ounces)                35,000
              Gold Bullion (thousands of troy ounces)              76
</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 190 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 8,300 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 reserves sufficient for approximately four years of production at
approximately 2.5 million tons per year. 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; and GOVREAU,
II, ET AL. V. THE DOE RUN RESOURCES CORP., ET AL, filed May 21, 1999. 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. 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. The RICHARDSON, MASSA and GOVREAU cases are personal
injury actions by fifteen individuals collectively who allege damages from
the effects of lead poisoning they attribute to operations at the smelter.
Punitive damages also are being sought in each of the RICHARDSON, MASSA and
GOVERAU cases. The Company is vigorously defending all of these claims.
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. Finally, based on rules for class
certification, Doe Run believes class certification is not appropriate.

         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 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 SMITH ET
AL. V. LEAD INDUSTRIES ASSOCIATION, INC. ET al., filed on September 21, 1999
in the Circuit Court for Baltimore City, Maryland. Defendants are the same
defendants named in the COFIELD case except that this is a suit for personal
injuries by children alleging lead poisoning from lead paint in the family
residence. The suit requests damages, including punitive damages.

         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.

                                       11
<PAGE>

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, 1999. On January 5, 2000, the sole stockholder of
the Company, by written consent in lieu of meeting, re-elected Mr. Rennert as
Chairman and sole Director of the Company.

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, 1999, 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,
                                       ------------------------------------------------------------
                                         1995         1996         1997         1998         1999
                                       --------     --------     --------     --------     --------
                                                          (dollars in thousands)
<S>                                    <C>          <C>          <C>          <C>          <C>
STATEMENT OF OPERATIONS DATA:
Net sales....................          $225,143     $274,930     $280,467     $716,581     $804,574
Cost of sales................           180,398      215,489      234,351      599,522      685,606
Depletion, depreciation and
   amortization..............            12,486       13,654       14,718       24,540       31,400
Selling, general and
   administrative expenses...             8,405       10,079       10,959       34,816       35,323
Exploration expense..........             1,926        2,912        2,705        4,312        3,919
                                       --------     --------     --------     --------     --------
Operating income.............            21,928       32,796       17,734       53,391       48,326
Interest expense.............            14,361       14,348       13,740       40,659       59,417
Interest income..............               140          113           21        9,586       14,755
Other income (expense).......              (132)         355          (37)         561       (1,586)
                                       --------     --------     --------     --------     --------
Income before income tax
   expense and extraordinary
   item......................             7,575       18,916        3,978       22,879        2,078
Income tax expense...........             3,252        6,451        4,331       11,398        3,488
                                       --------     --------     --------     --------     --------
Income (loss) before
   extraordinary item........             4,323       12,465         (353)      11,481       (1,410)
Extraordinary item net of
   income tax benefit........                --           --       (1,062)      (4,388)          --
                                       --------     --------     --------     --------     --------
Net income (loss)............          $  4,323     $ 12,465     $ (1,415)    $  7,093     $ (1,410)
                                       ========     ========     ========     ========     ========
</TABLE>
<TABLE>
<CAPTION>
                                                               As of October 31,
                                       ------------------------------------------------------------
                                         1995         1996         1997         1998         1999
                                       --------     --------     --------     --------     --------
                                                          (dollars in thousands)
<S>                                    <C>          <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Cash................................         --           --     $  8,943     $  4,646     $  9,886
Working capital.....................   $ 32,571     $ 33,989       64,306      139,892      141,896
Property, plant and equipment, net..    102,606      104,162      207,630      264,047      269,042
Total assets........................    195,246      203,914      384,440      663,639      664,717
Total debt (including current
   portion).........................     90,645       82,791      234,740      478,302      485,868
Shareholder's equity................     10,318       20,830       14,174       18,578       16,621

</TABLE>

                                       13
<PAGE>

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

         The following discussion and analysis includes the both 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.

RESULTS OF OPERATIONS

                     FISCAL 1999 COMPARED TO FISCAL 1998

         The Company reported a net loss of $1.4 million for the fiscal year
ended October 31, 1999 (1999) compared to net income of $7.1 million for the
fiscal year ended October 31, 1998 (1998). The Company's U.S. operations
reported a net loss of $31.2 million (excluding intercompany fee revenue of
$17.7 million) for 1999 compared to a net loss of $28.2 million (excluding
intercompany fee revenue of $16.1 million) for 1998. The U.S. operations' net
loss increased primarily as a result of increased depreciation expense,
increased interest expense and a write-off of deferred tax balances of $6.2
million associated with the change in the Company's tax status. See "Item 8.
Financial Statements and Supplementary Data" - Note 10 to the Company's
Consolidated Financial Statements for a discussion of the change in tax
status. These factors were partially offset by improved gross profits and
absence of the extraordinary loss related to early retirement of debt
recorded in 1998. Gross profits for U. S. operations improved $17.4 million
from 1998 to 1999, in spite of lower realized prices for lead metal and zinc
concentrates, due to increased production and sales volumes and lower unit
production costs.

         Peruvian operations contributed $29.8 million to net income for 1999
(excluding intercompany fees and eliminations of $17.6 million) compared to
net income of $35.3 million (excluding intercompany fees and eliminations of
$16.2 million) for 1998. The decrease in Peruvian net earnings was due
primarily to lower margins on refined copper, which was primarily due to
higher feed costs for copper concentrates resulting from reduced treatment
charges. Increased currency exchange losses, and increased interest expense,
partially offset by lower income taxes and absence of the extraordinary loss
affecting 1998, also contributed to the reduction in net income.

        The Company's results for the year ended October 31, 1999 reflect
declines in the market prices of copper, zinc, silver and lead 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,
                                       ----------------------------------------
Average Prices                            1999           1998           1997
--------------                         ----------     ----------     ----------
<S>                                    <C>            <C>            <C>
Lead ($/short ton)                     $   458.40     $   486.40     $   589.40
Copper ($/short ton)                     1,394.00       1,546.40       2,124.80
Zinc ($/short ton)                         946.80         954.20       1,181.80
Silver ($/troy ounce)                        5.18           5.63           4.80

</TABLE>

                                       14
<PAGE>

        The following table sets forth the Company's production statistics
for the periods indicated (INCLUDES LA OROYA'S PREDECESSOR FOR THE PERIOD
NOVEMBER 1,1996 TO OCTOBER 23, 1997):

<TABLE>
<CAPTION>
                                                                    Year Ended October 31,
                                                           ----------------------------------------
                                                              1999           1998           1997
                                                           ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
U.S. OPERATIONS
    Lead metal - primary (short tons)                       384,441        266,739        241,143
    Lead metal - secondary (short tons)                     117,718        109,788        100,415
    Lead concentrates (metal content, short tons)           381,769        262,684        247,187
    Ore Grade                                                  5.66%          5.52%          5.17%
PERUVIAN OPERATIONS
    Refined copper (short tons)                              74,314         70,042         70,928
    Refined lead (short tons)                               120,129        117,975        107,462
    Refined zinc (short tons)                                80,940         78,508         75,003
    Refined silver (thousands of troy ounces)                32,639         27,712         21,590
    Refined gold (thousands of troy ounces)                      71             63             42

</TABLE>

         In the United States, mine production of lead metal in concentrates
for 1999 increased by 45.3% compared to 1998. Of this increase, 82.8% was
attributable to the MLD Acquisition. Based on evaluations designed to
optimize mine production in light of low metal prices and the availability of
lead concentrates for purchase, operating plans were modified beginning in
the second quarter of 1999. As a result, mining of lower grade areas was
scaled back from planned levels. Production by existing properties was 8.3%
better than the prior year primarily due to an increase in ore grade
resulting from these production plan modifications.

         Primary smelter production in 1999 increased 44.1% over 1998
primarily due to the MLD acquisition. The Company's Glover smelter, which was
acquired in the MLD Acquisition, set an all time annual production record of
136,464 tons in 1999. The Company's Herculaneum smelter produced
approximately the same tonnage in 1999 and 1998. This was accomplished in
spite of cooling system failures on its blast furnaces, which hampered
production during the first quarter of 1999 and a five-day, unscheduled
shutdown in the fourth quarter for maintenance of the stack.

         Secondary smelter production exceeded the prior year by 7.2% in
1999. The secondary smelter set three consecutive monthly production records
in the fourth quarter and achieved a new annual production record for the
seventh consecutive year. These improvements were accomplished in spite of
the failure of the reverberatory furnace floor in July 1999, which resulted
in unplanned maintenance downtime and lost production. As part of the
rebuild, a new burner design was installed on the reverbatory furnace which
increased its capacity by approximately 25%. This change, along with other
improved operating efficiencies, enabled the smelter to increase production,
and reduce unit costs.

         During the third quarter of 1998, La Oroya installed equipment that
increased the capacity of its silver and lead refineries by approximately
25.0% and 4.8%, respectively. During the third quarter of 1999 the capacities
of the lead and zinc refineries were each increased by approximately five
percent. The benefits of these improvements, partially offset by problems
obtaining suitable feed material, are reflected in the production results for
1999. Production of copper, lead, zinc, silver and gold for 1999 all exceeded
1998. New annual production records were set for copper, silver, lead, and
zinc. These results were achieved in spite of the reduced availability of
suitable copper concentrate feed. The feed availability problems were the
result of tight market conditions and less than expected production from the
Company's Cobriza mine, which was due to lower than expected grade. Market
conditions are expected to improve slightly in fiscal 2000 and the Company
plans to improve production and grade at Cobriza through implementation of a
pillar recovery program in the second half of fiscal 2000.

                                       15
<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,
                                                 -------------------------------------
                                                    1999          1998          1997
                                                 ---------     ---------     ---------
<S>                                              <C>           <C>           <C>
Net sales (a)                                    $ 342,840     $ 261,601     $ 277,896
Costs and expenses:
  Cost of sales                                    295,005       231,166       232,324
  Depletion, depreciation and amortization          23,557        17,726        14,567
  Selling, general and administrative               17,450        17,171        10,925
  Exploration                                        3,919         4,312         2,705
                                                 ---------     ---------     ---------
    Total costs and expenses                       339,931       270,375       260,521
                                                 ---------     ---------     ---------
    Income (loss) from operations                    2,909        (8,774)       17,375

Other income (expense):
  Interest expense                                 (40,786)      (26,730)      (13,483)
  Interest income                                   14,119         8,977            21
  Other, net                                          (184)         (939)           (9)
                                                 ---------     ---------     ---------
                                                   (26,851)      (18,692)      (13,471)
                                                 ---------     ---------     ---------
  Income (loss) before income tax expense
    and extraordinary item                         (23,942)      (27,466)        3,904
Income tax expense (benefit)                         7,239        (1,272)        3,981
                                                 ---------     ---------     ---------
  Loss before extraordinary item                   (31,181)      (26,194)          (77)
Extraordinary item                                     -          (2,019)       (1,062)
                                                 ---------     ---------     ---------
  Net loss                                       $ (31,181)    $ (28,213)    $  (1,139)
                                                 =========     =========     =========

</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>
<S>                                              <C>           <C>           <C>
  Net Sales                                      $  17,690     $  16,089     $     -

SALES VOLUMES (SHORT TONS)
  Lead metal                                       450,782       312,448       284,711
  Zinc concentrates                                 99,419        76,515        69,734
  Copper concentrates                               15,883        17,753        26,613
REALIZED PRICES ($/TON)
  Lead metal                                     $  551.97     $  567.57     $  650.19
  Zinc concentrates                                 315.56        332.90        355.24
  Copper concentrates                               221.05        207.23        331.49

</TABLE>

                                       16
<PAGE>

                         RESULTS OF PERUVIAN OPERATIONS

<TABLE>
<CAPTION>
                                                        Year Ended October 31,
                                                 -------------------------------------
                                                    1999          1998         1997(a)
                                                 ---------     ---------     ---------
<S>                                              <C>           <C>           <C>
Net sales (b)                                    $ 461,734     $ 454,980     $ 431,884
Costs and expenses:
  Cost of sales (b)                                390,601       368,356       366,928
  Depletion, depreciation and amortization           7,843         6,814         5,774
  Selling, general and administrative (b)           17,873        17,645        18,558
                                                 ---------     ---------     ---------
    Total costs and expenses                       416,317       392,815       391,260
                                                 ---------     ---------     ---------
    Income from operations                          45,417        62,165        40,624

Other income (expense):
  Interest expense                                 (18,631)      (13,929)       (1,468)
  Interest income                                      636           609           -
  Other, net                                        (1,402)        1,500          (891)
                                                 ---------     ---------     ---------
                                                   (19,397)      (11,820)       (2,359)
                                                 ---------     ---------     ---------
  Income before income tax expense
    and extraordinary item                          26,020        50,345        38,265
Income tax expense (benefit)                        (3,751)       12,670        11,863
                                                 ---------     ---------     ---------
  Income before extraordinary item                  29,771        37,675        26,402
Extraordinary item                                     -          (2,369)          -
                                                 ---------     ---------     ---------
  Net income                                     $  29,771     $  35,306     $  26,402
                                                 =========     =========     =========

</TABLE>

(a) Includes La Oroya's predesessor for the period November 1, 1996 to
    October 23, 1997.

(b) 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                                      $   2,898     $   3,311     $     -
  Cost of sales                                      3,013         3,196           -
  Selling, general and administrative expense       17,690        16,089           -

SALES VOLUMES
  Copper (short tons)                               74,352        70,629        69,484
  Lead (short tons)                                120,737       119,022       106,690
  Zinc (short tons)                                 79,121        79,291        71,024
  Silver (thousands of troy ounces)                 32,722        27,957        20,822
  Gold (thousands of troy ounces)                       71            63            42

REALIZED PRICES
  Copper ($/ton)                                 $1,390.57     $1,539.35     $2,127.51
  Lead ($/ton)                                      490.65        518.44        612.97
  Zinc ($/ton)                                      964.41        991.14      1,559.97
  Silver ($/troy ounce)                               5.20          5.64          4.80
  Gold ($/troy ounce)                               278.68        296.66        348.12

</TABLE>

         Results of operations for the years ended October 31, 1999, 1998,
and 1997 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 1999 were $804.6 million compared to $716.6 million
for 1998. Of this increase, $6.8 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

                                       17
<PAGE>

increased 40.3% from $177.3 million in 1998 to $248.8 million in 1999. An
increase of $71.5 million in lead metal net sales is due to increased sales
volume, which resulted from the production increase discussed above and
continued strong demand in the U.S. market. The average LME price for lead
metal decreased 5.8% in 1999, compared to 1998. After improvements in
premiums and hedging, the Company's net realized price was 2.7% lower in
1999, resulting in a decline in net sales of $7.0 million. 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 for provisionally priced sales, 3) treatment and
refining charges and 4) net hedging activity. Zinc concentrate sales were
$5.9 million higher in 1999, compared to 1998, due to a 29.9% volume increase
partially offset by a 5.2% 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 $685.6 million compared to $599.5 million
for 1998. Of this increase, $22.2 million is attributable to Peruvian
operations. U.S. cost of sales for 1999 increased by $63.8 million, or 27.6%
compared to 1998. Lead metal sales volume improved 44.3% 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 $48.3 million compared to
$53.4 million the 1998. A decrease of $16.7 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 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.

         FISCAL 1998 COMPARED TO FISCAL 1997

         In 1998, the Company reported net earnings of $7.1 million compared
to a net loss of $1.4 million for 1997. Extraordinary charges related to the
early retirement of debt, net of income tax benefit, were $4.4 million in
1998 and $1.1 million in 1997. The Company's U.S. operations reported a net
loss of $28.2 million (excluding intercompany fees of $16.1 million) for 1998
compared to a net loss of $1.1 million in 1997. This decrease in earnings was
primarily due to the lower lead, copper and zinc prices, partially offset by
improved production volume and reduced operating costs. Peruvian operations
contributed $35.3 million to 1998 net earnings (excluding intercompany fees
of $16.1 million).

          Results for the year ended October 31, 1998 reflect sharp declines
in the market prices of lead, copper and zinc from 1997 levels. During the
second quarter of 1998, the Company implemented plans to minimize the impact
of these declines through cost reductions and productivity and revenue
enhancements. These plans included maintenance and other expense reductions,
selective mining of higher grade ores, increased primary and secondary
smelter production

                                       18
<PAGE>

and increased production, primarily of silver and lead, at La Oroya. The
favorable results from these plans combined with certain production
efficiencies realized as a result of the MLD Acquisition are reflected in the
results for 1998.

         Mine production of lead metal contained in concentrates for 1998
increased 6.3% over 1997 primarily due to the MLD Acquisition. Also
contributing to the production increase was an increase in the grade of ore
mined from existing properties from 5.17% in 1997 to 5.55% in 1998, which was
primarily due to the selective mining described above.

          Primary smelter production for 1998 increased 10.6% over 1997, with
68.7% of this increase resulting from the MLD Acquisition. The Herculaneum
Smelter increased the throughput of its blast furnaces during 1998 compared
to 1997 as a result of installation of equipment and improved maintenance
procedures, which accounted for the remainder of the increase in primary
smelter production.

          Secondary smelter production in 1998 exceeded the prior year by
9.3% due to improved smelter operating efficiencies as well as an increase in
cable strip, a feed material that requires less processing.

         During the third quarter of 1998, La Oroya installed equipment that
increased the capacity of its silver and lead refineries by approximately
25.0% and 4.8%, respectively. These improvements along with improvements in
operating efficiency are reflected in the production results for 1998.
Refined silver production exceeded the prior year by 28.2% in 1998, while
refined lead production was up 9.7%. Copper production was slightly lower
than the prior year primarily due to the reduced availability of suitable
concentrates. These results were accomplished in spite of the flooding caused
by El Nino, which caused supply and shipment problems, as well as the failure
of the main turbine of La Oroya's oxygen plant causing it to be inoperative
for approximately six weeks during 1998.

          Results of operations for the year ended October 31, 1998 include
the results of the Company's U.S. and Peruvian operations. However, since the
La Oroya Acquisition occurred on October 23, 1997, results of the Peruvian
operations for 1997 include the results of La Oroya for only eight days of
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." This discussion will
include a comparison for the twelve months ended October 31, 1997, which
includes the results of La Oroya's predecessor.

          NET SALES were $716.6 million in 1998 compared to $280.5 million in
1997. Of this increase, $452.4 million was attributable to Peruvian
operations. U.S. net sales for 1998 were $16.3 million less than 1997
primarily due to lower lead, zinc and copper prices partially offset by
improved lead metal volume.

          Lead metal net sales decreased 4.2% from $185.1 million in 1997 to
$177.3 million in 1998. The average LME price for lead metal decreased 17.5%
in 1998 compared to 1997. Although the Company was able to obtain higher
premiums for lead metal sold, the net realized price was 12.7% lower in 1998,
decreasing net sales by $25.8 million. The impact of lower lead prices was
partially offset by a 9.7% increase in lead metal sales volume, which
increased net sales, by $18.0 million. This volume increase was due to the
MLD Acquisition, improved production volume at the Company's Herculaneum and
Buick smelters and continued strong demand. Copper concentrate net sales were
lower by $5.1 million in 1998 compared to 1997 due to lower prices and
volume. The volume decrease was mainly due to the Company's focus on lead
production while the decrease in the net realized selling price was primarily
attributable to the 27.2% decrease in the average LME price of copper. Sales
by the Seafab Metals Company, a division of FPI, were $5.7 million lower in
1998 than in 1997, primarily due to the planned relocation of the fabrication
plant from Seattle, Washington to Casa Grande, Arizona and Vancouver,
Washington.

         COST OF SALES for 1998 was $599.5 million compared to $234.3 million
for 1997. Of this increase, $366.3 million was attributable to Peruvian
operations. U.S. cost of sales was $231.2 million for 1998 compared to $232.3
million for 1997. The higher volume of lead metal sales, discussed
previously, increased cost of sales by $16.6 million in 1998, compared to
1997. However, this increase was more than offset by lower unit production
costs for lead metal and other cost reductions. The cost per ton of lead
metal produced was 6.6% lower in 1998 compared to 1997, primarily as a result
of the Company's initiatives to reduce maintenance and other expenses,
increase smelter production, and mine higher grade ore.

         DEPLETION, DEPRECIATION AND AMORTIZATION for 1998 increased by $9.8
million compared to 1997. Of this increase, $6.7 million and $1.4 million was
attributable to the La Oroya and MLD Acquisitions, respectively. The
remainder of the increase was primarily due to depreciation of plant and
equipment on recent capital additions.

                                       19
<PAGE>

         SELLING, GENERAL AND ADMINISTRATIVE expenses increased by $23.9
million in 1998 compared to 1997. Peruvian operations accounted for $17.6
million of this increase. Increased U.S. general and administrative expenses
associated with Peruvian operations totaled $4.9 million for 1998. The cost
of selling and administrative services provided by the Company to its
Peruvian subsidiaries was reimbursed by fees collected under various services
and agency agreements. These fees have been eliminated from the Company's
consolidated financial statements. Salaries, wages and benefits, net worth
appreciation, and other expenses were $1.4 million higher than the prior year.

         EXPLORATION expense for 1998 increased $1.6 million or 59.4%
compared to 1997 due to the more extensive exploration of potential minerals
properties in Missouri and the Republic of South Africa.

         INCOME FROM OPERATIONS for 1998 was $53.4 million compared to $17.7
million for 1997. Peruvian operations accounted for $61.8 million of this
amount. The remainder of the change was due to the factors discussed above.

         INTEREST EXPENSE increased by $26.9 million for the year ended
October 31, 1998, compared to 1997 due to an increase in the Company's
average outstanding debt balance, partially offset by lower average interest
rates. The increase in the Company's average outstanding debt balance, which
approximated $351.1 million for the year, was primarily associated with the
La Oroya and MLD Acquisitions and the working capital required for the
associated operations.

         INTEREST INCOME increased by $9.6 million in 1998, compared to 1997,
primarily due to interest income on the $125.0 million Special Term Deposit.

         INCOME TAX EXPENSE reflected an effective rate of 50% for 1998,
which differed from the statutory federal rate of 35% primarily due to a
valuation allowance recorded against a deferred tax asset. This asset is for
the future federal tax benefit of deferred foreign tax liabilities that may
be taken as foreign tax credits when paid in the future.

    RESULTS OF PERUVIAN OPERATIONS

                        FISCAL 1999 COMPARED TO FISCAL 1998

         NET SALES for 1999 were $461.7 million compared to $455.0 million in
1998. The increase is due to improved sales volumes partially offset by lower
metal prices. The production improvements discussed previously increased
refined silver sales volume by 4.8 million ounces or 17.0%, increasing net
sales by $26.9 million. Primarily due to an 8.0% decrease in the average LBMA
price for silver, the Company's net realized price for refined silver was
7.8% 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 9.7%
decrease in the net realized price partially offset by a 5.3% increase in
sales volume.

         COST OF SALES increased $22.2 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 $16.7 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 $1.4 million in 1999 compared to other net
income of $1.5 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.

                                       20
<PAGE>

         FISCAL 1998 COMPARED TO FISCAL 1997 (INCLUDING LA OROYA'S PREDECESSOR
         FOR THE PERIOD NOVEMBER 1,1996 TO OCTOBER 23, 1997)

         NET SALES for 1998 were $455.0 million compared to $431.9 million
for 1997. The increase was due primarily to higher prices and volumes for
silver offset by lower copper prices. The production improvements previously
discussed increased silver sales volume by 7.1 million ounces or 34.5% in the
1998 period contributing $34.2 million to the net sales increase. The average
LBMA price for silver was 17.3% higher in 1998 compared to 1997. As a result,
the net realized price for refined silver increased by $.84 per ounce or
17.7%, increasing net sales by $23.8 million. Net sales of refined copper
were 26.5% or $39.1 million lower in 1998 due to lower prices partially
offset by increased volume. The net realized price for refined copper was
lower by 27.7%, which reduced net sales by $41.6 million. Bullion lead net
sales were higher by $8.2 million in 1998 compared to 1997 due to a 225.6%
increase in volume and a 29.1% increase in net realized price. The volume
increase resulted from increased lead and silver production while the price
increase was due to increased silver content in the lead bullion.

         COST OF SALES increased by just 0.4% in 1998 compared to 1997, in
spite of the significant increases in volume discussed above and higher power
cost of $10.1 million resulting from the new electricity contract implemented
on October 23, 1997. These increases were offset by the impact of improved
metallurgical recoveries and decreased feed cost resulting from lower average
prices of copper, gold and lead.

         DEPRECIATION AND AMORTIZATION expense was $6.8 million in 1998 and
$5.8 million in 1997. The increase was primarily due to the change in asset
basis resulting from the purchase accounting for the La Oroya Acquisition.

         SELLING, GENERAL AND ADMINISTRATIVE expenses decreased 5.0% from
$18.6 million in 1997 to $17.6 million in 1998. Increased audit and legal
fees, salaries and other administrative costs were offset by a $2.0 million
reduction in costs associated with the completion of Centromin's personnel
reduction program during 1997, and a $3.3 million decrease resulting from the
reclassification of workers' profit sharing to cost of sales.

         INCOME FROM OPERATIONS increased $21.5 million in 1998 compared to
1997 due to the factors discussed above.

         INTEREST EXPENSE increased by $12.5 million for 1998, compared to
1997, due primarily to the increases in long-term debt associated with the La
Oroya Acquisition and the working capital required for the associated
operations.

          OTHER INCOME, NET was $1.5 million in 1998 compared to other
expense of $0.9 million in 1997. The improvement is primarily due to
increases in various miscellaneous income items offset by: 1) reductions in
translation gains and losses; 2) reductions in costs associated with the
flooding caused by El Nino, primarily road and rail repairs; and 3) a
reduction of $3.2 million related to Centromin's privatization program which
was completed in 1997.

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, 1999,
$11.8 million was outstanding, exclusive of $6.4 million of letters of
credit, under the Doe Run Revolving Credit Facility.

         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 $40.0 million, less outstanding letters of credit and
customs bonds based upon specific percentages of eligible receivables and
inventories. At October 31, 1999, $20.0 million, exclusive of $1.0 million of
letters of credit and customs bonds, was outstanding under the Doe Run Peru
Revolving Credit Facility. 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,
1999, $3.6 million exclusive of $13.9 million of letters of credit and
customs bonds was outstanding under these arrangements. Borrowings under the
Peruvian working capital facilities, including the Doe Run Peru Revolving
Credit Facility, are limited to $60.0 million under the indentures governing
the Company's $200 million, 11.25% Senior Notes, $55 million Floating
Interest Rate Notes and $50 million 11.25% Senior Secured Notes (collectively
the Notes).

                                       21
<PAGE>

         Net unused availability at October 31, 1999 was $38.8 million under
the Doe Run Revolving Credit Facility and $19.0 million under the Doe Run
Peru Revolving Credit Facility. In addition to availability under the credit
facilities, the Company had $9.9 million of cash at October 31, 1999.

         For 1999, cash provided by operating activities was $35.9 million,
cash used in investing activities was $36.3 million and cash provided by
financing activities was $5.6 million (this includes net proceeds of $17.9
million from sale and leaseback transactions, including the sale and
leaseback of La Oroya's oxygen plant discussed below).

         On January 20, 1999, Doe Run Peru executed a sale and leaseback
agreement with two Peruvian financial institutions. The main oxygen plant at
La Oroya was sold at fair market value as determined by an independent
appraisal. The proceeds, net of value added tax, of $17.2 million were used
to reduce the outstanding balance on the Doe Run Peru Revolving Credit
Facility and to pay the outstanding balance of an obligation to the Company
of $3.8 million. The lease requires monthly payments of approximately $0.4
million and has a purchase option of $0.2 million at the end its five-year
term. On October 6, 1999 the Company borrowed $5.7 million, under a ten-year
9.9% secured note, to finance the purchase of capital assets. Payments are
due monthly under the note.

         In the U.S., the Company had capital expenditures of $12.7 million
for 1999 and has projected total capital expenditures, in the U.S., for
fiscal 2000 of approximately $10.5 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 $64.8 million per year on repairs and maintenance from
fiscal 1996 through fiscal 1999. 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 as set forth in the purchase agreement. The
Company has spent approximately $77.0 million qualifying expenditures under
the investment commitment through October 31, 1999. These expenditures
included: capital expenditures of $9.6 million and $23.3 million, and
operating expenses of $8.5 million and $17.3 million for 1999 and 1998,
respectively, as well as a working capital increase of $18.3 million during
1998. Peruvian operations had capital expenditures of $23.3 million in the
1999 period and have projected total capital expenditures for fiscal 2000 of
approximately $26.0 million, primarily for environmental improvements and to
support ongoing operations.

         The Company has substantial indebtedness and debt service
requirements. As of October 31, 1999, on a consolidated basis, the Company
had $485.9 million of indebtedness outstanding, or $360.9 million net of the
Special Term Deposit. Management believes that cash flows from operations, in
addition to availability under the revolving credit facilities, will be
sufficient to meet the Company's liquidity needs for the foreseeable future.

               The Doe Run Revolving Credit Facility, the Doe Run Peru
Revolving Credit Facility, and the indentures governing the Notes contain
numerous covenants and restrictions, including requirements that the Company
satisfy certain financial ratios in order to incur additional indebtedness.
The ability of the Company to meet its debt service requirements and to
comply with such 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.

        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). As a
result of such election, generally, no provision for federal income taxes
will be included in the Company's statements of income for periods beginning
after October 31, 1998. However, under the "built-in gain" 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 at 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
generate any taxes under the built-in gain provisions of the tax laws. See
"Item 8. Financial Statements--Note 10 to the Company's Consolidated
Financial Statements."

                                       22
<PAGE>

YEAR 2000 MATTERS

        As of January 20, 2000, the Company had experienced no significant
problems related to the Year 2000 conversion either domestically or foreign.
All computerized information and process control systems were operating
normally. The availability of utility and transportation services has
continued without significant incident. The performance of critical customers
and suppliers continues without notable changes. Production and business
activities were normal at all locations and the Company has no reason to
anticipate any Year 2000 related problems.

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; 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.

                                       23
<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, 1999 and 1998, 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, 1999. 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 generally accepted auditing
standards. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended October 31, 1999, in conformity with generally accepted
accounting principles.


                                       (signed) KPMG LLP


December 10, 1999


                                      -24-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           OCTOBER 31,
                                                                     ----------------------
                                                                       1999         1998
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
                                     ASSETS
Current assets:
    Cash                                                             $   9,886    $   4,646
    Trade accounts receivable, net of allowance for
        doubtful accounts of $876 and $675, respectively                88,884       86,338
    Inventories                                                        120,261      126,803
    Prepaid expenses and other current assets                           33,861       30,306
    Net deferred tax assets                                              2,115           --
                                                                     ---------    ---------
        Total current assets                                           255,007      248,093

Property, plant and equipment, net                                     269,042      264,047
Special term deposit                                                   125,000      125,000
Net deferred tax assets                                                  1,606        8,015
Other noncurrent assets, net                                            14,062       18,484
                                                                     ---------    ---------
        Total assets                                                 $ 664,717    $ 663,639
                                                                     =========    =========

                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
    Short-term borrowings and current maturities of long-term debt   $   8,582    $   2,018
    Accounts payable                                                    54,736       53,698
    Accrued liabilities                                                 49,793       50,670
    Net deferred tax liabilities                                            --        1,815
                                                                     ---------    ---------
        Total current liabilities                                      113,111      108,201

Long-term debt, less current maturities                                477,286      476,284
Net deferred tax liabilities                                                --        2,571
Other noncurrent liabilities                                            57,699       58,005
                                                                     ---------    ---------
        Total liabilities                                              648,096      645,061

Shareholder's equity:

    Common stock, $.10 par value, 1,000 shares authorized,
         issued, and outstanding                                            --           --
    Additional paid-in capital                                           5,238        5,000
    Retained earnings                                                   12,168       13,578
    Accumulated other comprehensive income                                (785)          --
                                                                     ---------    ---------
        Total shareholder's equity                                      16,621       18,578
                                                                     ---------    ---------
        Total liabilities and shareholder's equity                   $ 664,717    $ 663,639
                                                                     =========    =========
</TABLE>

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

                                       25
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                -----------------------------------
                                                                  1999         1998         1997
                                                                ---------    ---------    ---------
<S>                                                             <C>          <C>          <C>
Net sales                                                       $ 804,574    $ 716,581    $ 280,467

Costs and expenses:
    Cost of sales                                                 685,606      599,522      234,351
    Depletion, depreciation and amortization                       31,400       24,540       14,718
    Selling, general and administrative                            35,323       34,816       10,959
    Exploration                                                     3,919        4,312        2,705
                                                                ---------    ---------    ---------
      Total costs and expenses                                    756,248      663,190      262,733
                                                                ---------    ---------    ---------

      Income from operations                                       48,326       53,391       17,734
Other income (expense):
    Interest expense                                              (59,417)     (40,659)     (13,740)
    Interest income                                                14,755        9,586           21
    Other, net                                                     (1,586)         561          (37)
                                                                ---------    ---------    ---------
                                                                  (46,248)     (30,512)     (13,756)
                                                                ---------    ---------    ---------

      Income before income tax expense and extraordinary item       2,078       22,879        3,978
Income tax expense                                                  3,488       11,398        4,331
                                                                ---------    ---------    ---------

      Income (loss) before extraordinary item                      (1,410)      11,481         (353)
Extraordinary item related to early retirement
      of debt, net of income tax benefit                               --       (4,388)      (1,062)
                                                                ---------    ---------    ---------

Net income (loss)                                               $  (1,410)   $   7,093    $  (1,415)
                                                                =========    =========    =========
</TABLE>


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

                                       26
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION
   CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND SHAREHOLDER'S EQUITY
                              (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
                                                                       --------------------------------
                                                                         1999        1998        1997
                                                                       --------    --------    --------
<S>                                                                    <C>         <C>         <C>
Net income (loss)                                                      $ (1,410)   $  7,093    $ (1,415)
Minimum pension liability                                                  (785)         --          --
                                                                       --------    --------    --------
Comprehensive income (loss)                                              (2,195)      7,093      (1,415)

Shareholder's equity, beginning of year                                  18,578      14,174      20,830
      Less dividends declared and paid:
          Preferred stock - $0, $76 and $100 per share, respectively         --        (189)       (250)
          Common stock - $4,991 per share                                    --          --      (4,991)
      Redemption of preferred stock                                          --      (2,500)         --
      Additional paid in capital - expenses paid by parent                  238          --          --
                                                                       --------    --------    --------

Shareholder's equity, end of year                                      $ 16,621    $ 18,578    $ 14,174
                                                                       ========    ========    ========
</TABLE>
              The accompanying notes are an integral part of
                  these consolidated financial statements.

                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED OCTOBER 31,
                                                                               -----------------------------------
                                                                                 1999         1998         1997
                                                                               ---------    ---------    ---------
<S>                                                                            <C>          <C>          <C>
Cash flows from operating activities:
    Net income (loss)                                                          $  (1,410)   $   7,093    $  (1,415)
    Extraordinary item related to retirement of debt                                  --        6,750        1,327
    Adjustments to reconcile net income to net cash provided by (used in)
       operating activities:
        Depreciation, depletion and amortization                                  31,400       24,540       14,718
        Imputed interest and amortization of deferred financing fees               3,979        2,288        5,892
        Deferred income taxes                                                        (92)      (3,560)          --
        Expenses paid by parent                                                      238           --           --
        Increase (decrease) resulting from changes in:
             Trade accounts receivable                                            (2,546)     (30,967)       2,023
             Inventories                                                           6,542      (25,066)      (3,062)
             Prepaid expenses and other current assets                            (3,404)     (24,044)      (1,201)
             Accounts payable                                                      1,038       12,128        6,636
             Accrued liabilities                                                    (899)      15,048       (1,939)
             Other noncurrent assets and liabilities, net                          1,319        1,218       (4,959)
                                                                               ---------    ---------    ---------

                  Net cash provided by (used in) operating activities             36,165      (14,572)      18,020

Cash flows from investing activities:
    Special term deposit                                                              --     (125,000)          --
    Purchases of property, plant and equipment                                   (35,939)     (27,689)     (13,476)
    Payments for acquisitions                                                       (375)     (58,189)    (128,242)
                                                                               ---------    ---------    ---------
        Net cash used in investing activities                                    (36,314)    (210,878)    (141,718)

Cash flows from financing activities:
    Proceeds from (payments on) revolving loans and
       short term borrowings, net                                                (13,417)      45,842       (6,399)
    Proceeds from long-term debt                                                   5,665      424,713      365,945
    Payments on long-term debt                                                    (4,431)    (230,845)    (212,453)
    Proceeds from sale/leaseback transactions                                     17,923           --           --
    Payment of deferred financing costs                                             (351)     (15,868)      (8,573)
    Extraordinary item related to retirement of debt                                  --           --         (638)
    Payment of dividends                                                              --         (189)      (5,241)
    Redemption of preferred stock                                                     --       (2,500)          --
                                                                               ---------    ---------    ---------
        Net cash provided by financing activities                                  5,389      221,153      132,641
                                                                               ---------    ---------    ---------
        Net increase (decrease) in cash                                            5,240       (4,297)       8,943

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

Supplemental disclosure of cash flow information-
Cash paid during the period for:
       Interest, net of capitalized interest                                   $  55,507    $  32,653    $   9,196
                                                                               =========    =========    =========
       Income taxes                                                            $   6,577    $  19,524    $   3,480
                                                                               =========    =========    =========
</TABLE>

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

                                       28
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (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.

                                       29
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (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:

<TABLE>
<S>                                                      <C>
            Buildings and improvements                   3 to 20 years
            Machinery and equipment                      2 to 15 years
</TABLE>

       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.

                                       30
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (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. All such sales are adjusted 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 obtain the aforementioned transactions. Since
       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.

                                       31
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

(2)    BUSINESS ACQUISITIONS

           DOE RUN PERU

       Doe Run Cayman Ltd. (Doe Run Cayman), a Cayman Islands corporation and a
       wholly owned subsidiary of the Company, was incorporated on September 10,
       1997. Doe Run Cayman had no business activity until October 23, 1997. Doe
       Run Mining S.R.L (Doe Run Mining), a Peruvian subsidiary of Doe Run
       Cayman, owns substantially all of the outstanding shares of Doe Run Peru
       S.R.L. (Doe Run Peru). Doe Run Peru acquired substantially all of the
       outstanding shares of Empresa Metalurgica La Oroya S.A. from Empresa
       Minera del Centro del 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 Contract). Peruvian law required a
       capital contribution to Doe Run Peru of $126,500 in exchange for 51% of
       the shares and a payment of $120,515 for the transfer of the remaining
       49%. Subsequent to the acquisition, utilizing the proceeds from the
       capital contribution, Doe Run Peru repaid $125,000 on the $225,000 term
       loan used to finance the transaction.

       The acquisition has been accounted for as a purchase and the effective
       purchase price of $123,015, including transaction costs of approximately
       $2,500, was allocated to the fair value of the assets acquired and
       liabilities assumed as follows:

<TABLE>
<S>                                                            <C>
        Inventories                                            $     54,285
        Other current assets                                          1,382
        Property, plant and equipment                                99,043
        Accounts payable and other accrued liabilities              (24,495)
        Environmental contingency                                    (7,200)
                                                                  -----------

                                                               $    123,015
                                                                  ===========
</TABLE>

       The excess of the fair value of the net assets acquired over the purchase
       price, approximately $157,000, reduced the value of the fixed assets
       acquired. The results of the operations of Doe Run Cayman and its
       subsidiaries have been included in those of the Company since the date of
       acquisition.

           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>

                                       32
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

       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.

         On August 31, 1998, Doe Run Mining acquired the stock of Empresa Minera
       Cobriza S.A. (Cobriza) from Centromin. 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 the remainder will be paid in three annual installments of
       $1,495 beginning August 31, 1999. The pro forma results of operations of
       Cobriza have not been presented as they were not significant, and all of
       Cobriza's production is sold to Doe Run Peru.

(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 expires October 31, 2000. Fees expensed under this
       agreement were $2,400, $2,000, and $1,200 for each of the years ended
       October 31, 1999, 1998, and 1997, respectively.

       In addition to these fees, in conjunction with the financing transactions
       discussed in Note 8, 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, 1999, 1998, and 1997, the Company reimbursed Renco for costs
       of approximately $3,695, $4,352, and $2,473, respectively, under the
       Renco insurance program.

(4)    INVENTORIES

       Inventories consist of the following:

<TABLE>
<CAPTION>
                                                         OCTOBER 31,
                                                 ----------------------------
                                                    1999            1998
                                                 ------------    ------------
<S>                                            <C>             <C>
      Finished metals and concentrates         $    10,527     $     10,954
      Metals and concentrates in process            60,139           55,647
      Materials, supplies and repair parts          49,595           60,202
                                                  ----------       ----------

                                               $   120,261     $    126,803
                                                  ==========       ==========
</TABLE>

       Materials, supplies and repair parts are stated net of reserves for
       obsolescence of $4,300 and $4,559 at October 31, 1999 and 1998,
       respectively.

       The FIFO cost of inventories valued under the LIFO cost method were
       approximately $80,235 and $82,271 at October 31, 1999 and 1998,
       respectively. If the FIFO cost method had been used to determine cost,
       inventories would have been $1,729 and $1,578 higher at October 31, 1999
       and 1998, respectively.

                                       33
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

       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 1999 and 1997. 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 $400 and $899 and for the years ended
       October 31, 1999 and 1997, respectively.

(5)    PROPERTY, PLANT AND EQUIPMENT, NET

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

<TABLE>
<CAPTION>
                                                                  OCTOBER 31,
                                                          -----------------------------
                                                              1999             1998
                                                          -------------    -------------
<S>                                                     <C>             <C>
        Land                                            $     12,471    $       12,075
        Buildings and improvements                            69,636            66,435
        Machinery and equipment                              235,490           217,668
        Mineral interests                                     31,313            30,937
        Construction in progress                              21,653             7,441
                                                          -------------    -------------

                                                             370,563           334,556
        Less accumulated depreciation and depletion          101,521            70,509
                                                          -------------    -------------

                                                        $    269,042    $      264,047
                                                          =============    =============
</TABLE>

       Rental expense applicable to minimum rentals under operating leases was
       $7,567, $6,883, and $5,543 for the years ended October 31, 1999, 1998,
       and 1997, respectively. Contingent rental payments, based primarily on
       equipment usage, were $405, $532, and $674 for the years ended October
       31, 1999, 1998, and 1997, 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>
<S>                                                               <C>
        Fiscal year ending October 31:
            2000                                                  $      6,516
            2001                                                         4,503
            2002                                                         2,842
            2003                                                         1,952
            2004                                                           899
            Thereafter                                                   3,337
                                                                  ------------

                                                                  $     20,049
                                                                  ============
</TABLE>

(6)    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 8.

                                       34
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

(7)    ACCRUED LIABILITIES

       Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                                              OCTOBER 31,
                                                                                       --------------------------
                                                                                          1999          1998
                                                                                       ------------  ------------
<S>                                                                                  <C>           <C>
        Interest                                                                     $     6,467   $      6,412
        Reclamation and environmental                                                      4,331          3,422
        Property taxes                                                                     4,878          3,671
        Payroll, related taxes and employee benefits                                      22,127         20,489
        Other                                                                             11,990         16,676
                                                                                       ------------  ------------

                                                                                     $    49,793   $     50,670
                                                                                       ============  ============
</TABLE>

       Reclamation and environmental costs represents the estimate of
       reclamation and environmental spending for the following fiscal year. See
       Note 15.

(8)    LONG-TERM DEBT

       Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                            OCTOBER 31,
                                                                                    ----------------------------
                                                                                        1999           1998
                                                                                    -------------  -------------
<S>                                                                               <C>            <C>
        Revolving credit facilities                                               $     31,813   $      48,842
        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 12.23% at October 31, 1999                          55,000          55,000
        11.25% secured senior notes due March 15, 2005, less unamortized
            discount of $4,345 and $5,153 at October 31, 1999 and 1998,
            respectively                                                                45,655          44,847
        Note payable to foreign bank                                                   125,000         125,000
        Pollution control financing, maturing December 15,1998,
            annual principal payments due on December 15, interest
            at 5.75%, payable semiannually                                                   -             895
        Deferred purchase price obligation, no stated interest rate                      2,638           3,718
        Note payable, interest payable at 9.89%, maturing July 6, 2009                   5,582               -
        Sale and leaseback obligations                                                  16,055               -
        Capital leases                                                                     513               -
                                                                                    -------------  -------------

                                                                                       482,256         478,302

        Less current maturities                                                          4,970           2,018
                                                                                    -------------  -------------

                   Long-term debt, less current maturities                        $    477,286   $     476,284
                                                                                    =============  =============
</TABLE>

                                       35
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

       Revolving credit facilities provide for borrowing under two credit
       facilities. The first facility allows the Company to borrow up to
       $100,000 and expires March 12, 2001, at which time it may be renewed
       annually. 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 $11,813 at October 31, 1999. Actual availability
       was $38,836 at October 31, 1999. The facility bears interest at the prime
       rate plus .75% per annum and the effective rate at October 31, 1999 was
       9%. 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 $40,000 and
       expires June 19, 2002. The facility bears interest at LIBOR (1-month,
       3-month or 6-month rate, depending on the term of the loan) plus 1.5% per
       annum through June 1999, and 2.0% per annum since July 1999. The
       effective rate was 7.70% and 9.23% at October 31, 1999 and 1998,
       respectively. Individual loans must be greater than $1,000. Revolving
       loans outstanding under this facility were $20,000 at October 31, 1999.
       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 eligible accounts receivable
       and inventories, less any outstanding loans and letters of credit. Actual
       availability was $19,005 at October 31, 1999. The facility is secured by
       Doe Run Peru's accounts receivable and inventories.

       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 16
       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
       0.50% for the first six months and 0.25% thereafter 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
       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 16.

       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.

                                       36
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

       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 and $1,062, net of income tax
       benefits of $2,362 and $265 in 1998 and 1997, respectively.

       The aggregate estimated amounts of long-term debt maturing after October
       31, 1999 are as follows:

<TABLE>
<S>                                                     <C>
        Fiscal year ending October 31:
            2000                                        $     4,970
            2001                                             17,298
            2002                                             24,349
            2003                                             59,594
            2004                                              2,011
            Thereafter                                      374,034
                                                          ------------

                                                        $   482,256
                                                          ============
</TABLE>

       Doe Run Peru has available two uncommitted lines of credit. Borrowings
       are in the form of short-term notes, with interest rates determined at
       the borrowing date. Borrowings under these lines of credit were $3,612 at
       October 31, 1999.

       The Company's various debt agreements contain 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, 1999,
       and accordingly, the related debt is classified as noncurrent.

(9)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       At October 31, 1999 and 1998, the fair values of the Company's financial
       instruments, except for long-term debt and the hedge positions described
       in Note 14, 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 $433,000 and $430,000 at October 31, 1999 and
       1998, respectively.

                                       37
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

(10)   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,
                                  ------------------------------------
                                     1999         1998        1997
                                  -----------  -----------  ----------
<S>                             <C>          <C>          <C>
        Current:

            Federal             $      238   $    3,446   $   3,882
            State                        -          529          99
            Foreign                  3,342       10,983         419
                                  -----------  -----------  ----------

                                     3,580       14,958       4,400
                                  -----------  -----------  ----------
        Deferred:

            Federal                  6,200       (6,200)          -
            Foreign                 (6,292)       2,640         (69)
                                  -----------  -----------  ----------

                                       (92)      (3,560)        (69)
                                  -----------  -----------  ----------

                                $    3,488   $   11,398   $   4,331
                                  ===========  ===========  ==========
</TABLE>

                                       38
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                               (DOLLARS IN THOUSANDS)

       Income tax expense 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>
<CAPTION>
                                                                                             YEAR ENDED
                                                                                             OCTOBER 31,
                                                                                        ----------------------
                                                                                          1998         1997
                                                                                        ----------   ---------
<S>                                                                                  <C>          <C>
        Income tax expense at statutory rate                                         $     8,008  $    1,392
        Increase (reduction) in income tax expense resulting
            from:
               Percentage depletion in excess of basis                                         -      (2,532)
               Change in the balance of the valuation allowance
                 for deferred tax assets                                                   1,786       4,487
               Nondeductible expenses                                                        894         477
               State income taxes, net of federal benefit                                    344          64
               Foreign income taxes at effective rates in excess of
                 the statutory rate                                                            -         324
               Other, net                                                                    366         119
                                                                                        ----------   ---------
                                                                                     $    11,398  $    4,331
                                                                                        ==========   =========
</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 results primarily from the recognition of
       benefits related to tax losses generated in 1999 and to 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.




















                                       39
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (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>
                                                                                    October 31,
                                                                           ---------------------------
                                                                                1999          1998
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
Deferred tax assets:
    Inventories                                                            $     1,343     $         -
    Accounts receivable and other current assets                                     -             318
    Property, plant and equipment                                               33,083          43,609
    Accrued liabilities                                                            772           5,319
    Postretirement benefits                                                          -           4,591
    Reclamation and environmental costs                                              -          11,793
    Alternative minimum tax credits                                                  -           8,981
    Tax loss carryforwards                                                       4,996           1,593
    Other noncurrent assets and liabilities                                      3,787           7,782
                                                                           -----------     -----------
                                                                                43,981          83,986
    Less valuation allowance                                                   (33,083)        (60,316)
                                                                           -----------     -----------
           Total deferred tax assets                                            10,898          23,670
                                                                           -----------     -----------
Deferred tax liabilities:
    Inventories and other current assets                                             -          (7,921)
    Property, plant and equipment                                               (7,177)         (5,394)
    Mineral properties                                                               -          (4,579)
    Pension asset                                                                    -          (2,147)
                                                                           -----------     -----------
           Total deferred tax liabilities                                       (7,177)        (20,041)
                                                                           -----------     -----------
           Net deferred tax assets                                         $     3,721     $     3,629
                                                                           ============    ===========
</TABLE>

       The deferred tax assets as of October 31, 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 five
       years beginning with the first year the Company has tax 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 $27,233 in 1999, $15,114
       of which 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
       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 1999 relating to certain deferred tax assets
       against which a valuation allowance had previously been provided.

                                       40
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

(11)   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.

       Net periodic pension expense is comprised of the following:

<TABLE>
<CAPTION>
                                                                               Year Ended October 31,
                                                                       -------------------------------------
                                                                          1999         1998          1997
                                                                       ----------   ----------    ----------
<S>                                                                    <C>          <C>           <C>
        Service cost                                                   $    2,323   $    1,754    $    1,508
        Interest cost on projected benefit obligation                       4,435        4,040         3,762
        Expected return on assets                                          (4,622)      (4,504)       (4,161)
        Net amortization and deferral of unrecognized net
            losses                                                            761          269           276
                                                                       ----------   ----------    ----------
                   Net periodic pension expense                        $    2,897   $    1,559    $    1,385
                                                                       ==========   ==========    ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                               Year Ended October 31,
                                                                       -------------------------------------
                                                                          1999         1998          1997
                                                                       ----------   ----------    ----------
<S>                                                                    <C>          <C>           <C>
        Discount rates                                                    7.50%         6.75%         7.75%
        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>

                                       41
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       The following table sets forth the funded status of the Company's defined
       benefit plan:
<TABLE>
<CAPTION>
                                                                                            October 31,
                                                                                    -------------------------
                                                                                       1999           1998
                                                                                    ----------     ----------
<S>                                                                                 <C>            <C>
        Change in benefit obligation:
             Beginning of year                                                      $   63,998     $   53,296
             Service cost                                                                2,323          1,754
             Interest cost                                                               4,435          4,040
             Actuarial (gains)/losses                                                   (3,372)         7,730
             Benefits paid                                                              (3,024)        (2,822)
                                                                                    ----------     ----------
             End of year                                                            $   64,360     $   63,998
                                                                                    ==========     ==========

        Change in plan assets:
             Beginning of year at fair value                                        $   52,722     $   51,359
             Actual return on plan assets                                                9,591          4,183
             Employer contributions                                                         10              2
             Benefits paid                                                              (3,024)        (2,822)
                                                                                    ----------     ----------
             End of year at fair value                                              $   59,299     $   52,722
                                                                                    ==========     ==========

        Reconciliation of funded status:
             Projected benefit obligation in excess of plan assets                  $   (5,061)    $  (11,276)
             Unamortized net transition asset                                              626            666
             Unrecognized actuarial losses                                               5,800         14,862
                                                                                    ----------     ----------
                  Net amount recognized                                             $    1,365     $    4,252
                                                                                    ==========     ==========

        Amounts recognized in the balance sheet:
            Prepaid benefit cost - noncurrent                                       $    2,284     $    4,751
            Intangible asset                                                             1,054            843
            Accrued benefit liability - current                                            (20)            (3)
            Accrued benefit liability - noncurrent                                      (2,738)        (1,339)
            Accumulated other comprehensive income                                         785              -
                                                                                    ----------     ----------
                   Net asset at end of year                                         $    1,365     $    4,252
                                                                                    ==========     ==========

</TABLE>

       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 has 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.

                                       42
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       Net periodic postretirement benefit cost includes the following
       components:

<TABLE>
<CAPTION>
                                                                       October 31,
                                                           ----------------------------------
                                                             1999         1998         1997
                                                           --------     --------     --------
<S>                                                        <C>          <C>          <C>
        Service cost                                       $     85     $     41     $     34
        Interest cost                                           709          754          789
        Amortization of gains                                   (57)         (91)        (104)
                                                           --------     --------     --------
          Net periodic postretirement benefit cost         $    737     $    704     $    719
                                                           ========     ========     ========

</TABLE>

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

<TABLE>
<CAPTION>
                                                                                         October 31,
                                                                                  -------------------------
                                                                                      1999           1998
                                                                                  ----------     ----------
<S>                                                                               <C>            <C>
        Change in benefit obligation:
            Beginning of year                                                     $   10,935     $   10,552
            Service cost                                                                  85             41
            Interest cost                                                                709            754
            Actuarial (gains)/losses                                                    (484)           520
            Benefits paid                                                               (912)          (932)
                                                                                  ----------     ----------
            End of year                                                           $   10,333     $   10,935
                                                                                  ==========     ==========

        Reconciliation of funded status:
            Projected benefit obligation in excess of plan assets                 $  (10,333)    $  (10,935)
            Unrecognized actuarial gains                                              (2,635)        (2,207)
                                                                                  ----------     ----------
                 Accrued postretirement benefit cost                              $  (12,968)    $  (13,142)
                                                                                  ==========     ==========

            Current portion                                                       $     (982)    $     (915)
            Noncurrent portion                                                    $  (11,986)    $  (12,227)
</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 7% for fiscal 1999, and is assumed to decrease
       gradually to 5% by the year 2001, and remain at that level 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 $621/$(558) and
       $45/$(40), respectively.

           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 matches 25% of the first
       6% of a participant's before-tax contribution. The Company's expense
       representing its matching contribution was $607, $495, and $499 for the
       years ended October 31, 1999, 1998, and 1997, respectively. Plan assets
       consist primarily of investments in common stock and debt securities.

                                       43
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       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's expense for the years ended October 31, 1999,
       1998, and 1997 was $0, $0, and $493, respectively.

           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 $2,800 and $2,988 for the years ended October 31, 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. The Company's
       expense relating to workers' profit sharing payments was $0 and $2,908
       for the years ended October 31, 1999 and 1998, respectively.

       In addition, the Company recorded a deferred workers' profit sharing
       asset (liability) of $1,084 and $(766) at October 31, 1999 and 1998,
       respectively, which 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. The Company expects to recover the deferred workers'
       profit sharing asset through future reductions of workers' profit
       sharing payments.

(12)   BUSINESS AND CREDIT CONCENTRATIONS

       Lead 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 lead prices.
       Fluctuations in the lead price could have a material adverse effect on
       the results of operations, financial condition and liquidity of the
       Company. For the years ended October 31, 1999, 1998, and 1997,
       approximately 61%, 67%, and 63%, respectively, of the Company's domestic
       revenues from unaffiliated customers were from U.S. battery manufacturers
       (primarily automotive) or their suppliers. At October 31, 1999 and 1998,
       the accounts receivable balances related to these U.S. battery
       manufacturers were $33,393 and $40,547, respectively.

       For the year ended October 31, 1997, Johnson Controls, Inc., a battery
       manufacturer, and Big River Zinc accounted for approximately 12% and 10%,
       respectively, of the Company's revenues. No single customer accounted for
       greater than 10% of revenues for the years ended October 31, 1999 and
       1998.

(13)   SEGMENT INFORMATION

       In 1999, the Company applied SFAS 131, DISCLOSURES ABOUT SEGMENTS OF AN
       ENTERPRISE AND RELATED INFORMATION. This statement establishes standards
       for reporting information about operating segments and related
       disclosures about products and services, geographic areas and major
       customers. The Company's operating segments are separately managed
       business units that are distinguished by products, location and
       production process. Prior year amounts have been restated to conform to
       the current year presentation.

                                       44
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       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, such as billing, are
       performed at the Company's corporate office for the primary lead and
       secondary lead segments, as well as general administration for the
       Company. Related accounts receivable and corporate overhead expenses
       are not allocated to operating segments.

<TABLE>
<CAPTION>
        OPERATING SEGMENTS - REVENUES                                                 Year Ended October 31,
                                                                             ----------------------------------------
                                                                                1999          1998            1997
                                                                             ----------    ----------     -----------
<S>                                                                          <C>           <C>            <C>
        Revenues from external customers:
           Peruvian operations                                               $  461,734    $  454,980     $     2,571
           Primary lead                                                         243,075       182,222         198,682
           Secondary lead                                                        60,016        58,872          57,137
           Fabricated products                                                   25,700        17,462          24,234
                                                                             ----------    ----------     -----------
                   Total                                                        790,525       713,536         282,624
                                                                             ----------    ----------     -----------
        Revenues from other operating segments: (1)
           Peruvian operations                                                    2,898         3,311               -
           Primary lead                                                           1,516           549           2,055
           Secondary lead                                                           745           677             629
           Fabricated products                                                        -             -               -
                                                                             ----------    ----------     -----------
                   Total                                                          5,159         4,537           2,684
                                                                             ----------    ----------     -----------
                   Total reportable segments                                    795,684       718,073         285,308
        Other revenues (2)                                                       14,049         3,045          (2,157)
        Intersegment eliminations                                                (5,159)       (4,537)         (2,684)
                                                                             ----------    ----------     -----------
                   Total revenues                                            $  804,574    $  716,581     $   280,467
                                                                             ==========    ==========     ===========

</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.

<TABLE>
<CAPTION>
        REVENUES BY COUNTRY (3)                    Year Ended October 31,
                                         --------------------------------------
                                            1999           1998         1997
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
        United States                    $  493,163    $  401,053    $  258,709
        Peru                                 68,333       120,455         2,571
        Brazil                               50,184        40,086             -
        England                              37,379         8,984         3,787
        Japan                                29,183        25,001             -
        India                                28,890        10,435             -
        Other                                97,442       110,567        15,400
                                         ----------    ----------    ----------
           Total revenues                $  804,574    $  716,581    $  280,467
                                         ==========    ==========    ==========

</TABLE>

       (3) Revenues are attributed to countries based on location of
           shipment.

                                       45
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
        OPERATING SEGMENTS - EBITDA (EARNINGS BEFORE INTEREST,                        Year Ended October 31,
                                                                             ---------------------------------------
             TAXES, AND DEPLETION, DEPRECIATION AND AMORTIZATION)                1999           1998          1997
                                                                             ----------     ----------    ----------
<S>                                                                          <C>            <C>           <C>
        Peruvian operations                                                  $   51,743     $   70,594    $      482
        Primary lead                                                             28,795         17,489        39,543
        Secondary lead                                                           10,917          9,594        10,884
        Fabricated products                                                       2,464           (458)        2,211
                                                                             ----------     ----------    ----------
                   Total reportable segments                                     93,919         97,219        53,120
        Other revenues and expenses (4)                                             109         (2,761)      (10,629)
        Corporate selling, general and administrative expenses                  (16,045)       (15,874)      (10,005)
        Intersegment eliminations                                                   157            (92)          (71)
                                                                             ----------     ----------    ----------
                   Consolidated EBITDA                                           78,140         78,492        32,415
        Depreciation, depletion and amortization                                (31,400)       (24,540)      (14,718)
        Interest Income                                                          14,755          9,586            21
        Interest expense                                                        (59,417)       (40,659)      (13,740)
                                                                             ----------     ----------    ----------
                   Income before taxes and extraordinary item                $    2,078     $   22,879    $    3,978
                                                                             ==========     ==========    ==========

</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                       Year Ended October 31,
                                                             ----------------------------
                                                                 1999            1998
                                                             -----------      -----------
<S>                                                          <C>              <C>
        Peruvian operations                                  $   266,784      $   251,363
        Primary lead                                             147,316          154,420
        Secondary lead                                            30,347           30,612
        Fabricated products                                       12,687           16,205
                                                             -----------      -----------
                   Total reportable segments                     457,134          452,600
        Unallocated corporate assets (5)                         252,862          255,620
        Intersegment eliminations                                (45,279)         (44,581)
                                                             -----------      -----------
                   Total assets                              $   664,717      $   663,639
                                                             ===========      ===========

</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.

(14)   COMMITMENTS AND CONTINGENCIES

           INVESTMENT COMMITMENT

       According to the Contract described in Note 2, Doe Run Peru is obligated
       to invest $120,000 through October 23, 2002 to expand and modernize its
       operations, including certain expenditures to comply with environmental
       regulations in Peru, as discussed in Note 15. As of October 31, 1999, Doe
       Run had invested approximately $76,975 under this commitment. In the
       event Doe Run Peru has not fulfilled its obligations under the Contract,
       it will be obligated to pay in 2002 a penalty to Centromin Peru S.A.
       equal to 30% of any shortfall. Management plans to fund its commitments
       through future operating cash flows.

                                       46
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

           TOLLING

       The Company has entered into a tolling arrangement with a major battery
       manufacturer whereby the manufacturer 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 agreement, which expires in December 2001, covers
       approximately 12% of the Company's anticipated domestic lead metal
       production.

           SALES

       The Company has commitments to sell approximately 70%, 90%, 85%, and 50%
       of its anticipated 2000 lead, copper, zinc and silver metal production,
       respectively under agreements, with terms of generally less than one
       year. Sales prices are generally based on the London Metal Exchange
       prices at the time of shipment, plus a premium.

           HEDGING

       The fair market value of the Company's hedging positions at October 31,
       1999 and 1998 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. As management has
       designated these contracts as hedges, the related gains and losses will
       be recognized in net sales when the related production is sold.

       The Company's open hedging positions at October 31, 1999 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          (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>

                                       47
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)


           SOLD CALL OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         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>

           SOLD (PURCHASED) PUT OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         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>

       The Company's open hedging positions at October 31, 1998 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          (28,605) tons     $0.2200/lb. to $0.2971/lb.   $(1,475,279)     Nov. 98 to Sept. 99
        Copper           1,185 tons     $0.7189/lb. to $0.7607/lb.        30,110      Nov. 98 to Feb. 99
        Silver         260,000 oz        $4.97/oz. to $5.13/oz.             (200)     Nov. 98

</TABLE>

           SOLD CALL OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         Fair
          Metal         Quantity               Price Range           Market Value          Period
        ---------     -------------     ------------------------     ------------     ------------------
<S>                   <C>               <C>                          <C>              <C>
        Copper           3,583 tons     $0.7484/lb. to $0.8391/lb.   $   (11,058)     Nov. 98 to Dec. 98
        Lead             2,370 tons     $0.2313/lb. to $0.2812/lb.       (46,805)     Nov. 98 to June 99
        Zinc             1,653 tons     $0.4535/lb. to $0.4990/lb.       (11,250)     Nov. 98 to Dec. 98
        Silver         325,000 oz       $5.00/oz. to $6.00/oz.          (120,017)     Nov. 98 to June 99
        Gold             1,500 oz       $300.00/oz.                           -       Dec. 98

</TABLE>

                                       48
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       SOLD (PURCHASED) PUT OPTION CONTRACTS (NUMBERS NOT IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         Fair
          Metal         Quantity               Price Range           Market Value          Period
        ---------     -------------     ------------------------     ------------     ------------------
<S>                   <C>               <C>                          <C>              <C>
        Silver        370,000 oz.       $4.50/oz. to $5.25/oz.       $   (128,000)    Nov. 98 to June 99
        Zinc            2,480 tons      $0.4400/lb to $0.4536/lb.        (117,274)    Nov. 98 to Dec. 98
        Lead           (5,512) tons     $0.2268/lb.                       155,360     Feb. 99 to June 99

</TABLE>

       The Company is exposed to risk from market price fluctuations to the
       extent it cannot meet anticipated sales.

       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, 1999, the Company had issued irrevocable standby letters
       of credit totaling $6,437 in connection with the Company's insurance and
       bonding activities. The Company also had outstanding standby letters of
       credit and customs bonds of $2,200 and $9,726, respectively, relating to
       concentrate and other purchases and a custom bond of $2,995 as collateral
       for the deferred purchase price obligation discussed in Note 8.

           EMPLOYMENT AGREEMENTS

       The Company has employment agreements with a number of its senior
       executives through October 31, 2000.

(15)   ENVIRONMENTAL AND LITIGATION MATTERS

       ENVIRONMENTAL

       The Company has recorded a liability of $33,573 as of October 31, 1999,
       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.

       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). The Company has accrued approximately $1,000 related to the
       Herculaneum smelter's operations, primarily for closure obligations. If
       the slag or other wastes at the smelter were to be regulated as hazardous
       waste, the Company may be required to take corrective action under RCRA
       at the smelter, as well as to adopt stricter management practices for
       these wastes. Further, the Environmental Protection Agency (EPA) has
       initiated an investigation of the smelter under the Comprehensive
       Environmental Response, Compensation and Liability

                                       49
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       Act of 1980, as amended (CERCLA), which could potentially require
       remediaton similar to the corrective action mentioned above. The
       Company expects to sign a voluntary Administrative Order of Consent
       (AOC) to study and address issues related to the slag pile and the
       community adjacent to 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.

       At its primary smelter in Glover, Missouri, the Company has opened a new
       slag pile for disposal of its smelting residue. The new slag pile was
       opened in January 2000 and the estimated cost of $400 will be
       capitalized. ASARCO is required to close the existing pile with
       proportionate contribution from the Company based on its use. The
       Company's contribution is expected to be minimal, as the Company's
       portion of the existing pile will be moved to the new pile. The Company
       will accrue for closure of the new slag pile over the period of use.

       The Company is working with regulators to develop a new three-year
       compliance plan so that the Herculaneum smelter meets the ambient air
       quality standard for lead promulgated under the federal Clean Air Act.
       The plan must be completed by September 2000 and after that date the
       Company will implement the control measures identified in the plan. The
       Company expects to make capital expenditures for various control measures
       totaling approximately $1,085 in fiscal 2000 and anticipates additional
       future cash requirements of $8,000 during the three-year compliance
       period. Regulators could require that additional measures be included in
       the plan, which could increase the amount of anticipated capital
       expenditures.

       The Company has received notice that it is a potentially responsible
       party (PRP) subject to liability under CERCLA at the following sites:
       four sites in St. Francois County, Missouri, including the Big River Mine
       Tailings site, the Bonne Terre site, the Federal site and the National
       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 four
       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, 1999 of
       approximately $13,500 for these sites, including the four 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. In February 1997, the Company signed an AOC
       to perform an Engineering Evaluation/Cost Analysis (EE/CA) on the Bonne
       Terre site. In March 1998, an AOC was signed to perform an EE/CA on the
       National site. In addition to remediating the mine waste areas at these
       sites, 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 RIFS is
       being conducted by a third party with completion expected within two
       years. 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 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 has 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. At this time, based on
       this preliminary meeting and an inspection of the site, management does
       not believe that any future

                                       50
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

       action will result in a material adverse impact to the results of
       operations, financial condition or liquidity of the Company.

       The Company's recycling facility is subject to corrective action
       requirements under RCRA, as a result of a storage permit for certain
       wastes issued in 1989. This has required and may involve future
       remediation of solid waste management units at the site. Although it is
       not possible to predict whether completed actions will be approved or new
       actions required, the Company has reserves as of October 31, 1999 of
       approximately $1,800 for future corrective actions and $2,600 for closure
       costs for the permitted storage area.

       The Company's domestic operating facilities have wastewater discharge
       permits issued under the federal Clean Water Act, as amended. It is
       expected that stricter discharge limits than previously in effect will be
       included in permits now subject to renewal. As a result, there will be
       additional treatment facilities required, with anticipated total capital
       expenditures of $4,000 over the next five years to meet applicable permit
       requirements. Management does not expect an appreciable increase in
       operating costs.

       The Company's mining and milling operations include seven mine waste
       disposal facilities that are subject to Missouri mine closure permit
       requirements. The total expected cost of closure is $14,600. The Company
       has begun certain closure requirements ahead of closure and will accrue
       for the cost of ultimate closure at a rate of approximately $500 per
       year. The Company's mine closure reserves were approximately $7,400 as of
       October 31, 1999.

              FOREIGN OPERATIONS

       Doe Run Peru has submitted to and received approval from the Peruvian
       government for the Programa de Adecuacion y Manejo Ambiental
       (Environmental Adjustment and Management Program) (the 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, and five years for any other type of mining or
       metallurgical operation). 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 in effect at that
       time.

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

         -   New sulfuric acid plants
         -   Elimination of fugitive gases from the coke plant
         -   Use of oxygenated gases in the anodic residue plant
         -   Water treatment plant for the copper refinery
         -   Recirculation system for cooling waters at the smelter
         -   Management and disposal of acidic solutions at the silver refinery
         -   Industrial waste water treatment plant for the smelter and refinery
         -   Containment dam for the lead muds near the zileret plant
         -   Granulation process water at the lead smelter
         -   Anode washing system at the zinc refinery
         -   Management and disposal of lead and copper slag wastes
         -   Domestic waste water treatment and domestic waste disposal

                                       51
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)

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

<TABLE>
<CAPTION>
                                       Estimated
                       Year              Cost
                       ----            ---------
<S>                                    <C>
                       2000            $  11,265
                       2001               13,800
                       2002               14,300
                       2003               13,180
                       2004               30,055
                       2005               34,790
                       2006               42,040
                                       ---------
                                       $ 159,430
                                       =========

</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 $189,950 for this period.

       Doe Run Peru's Cobriza mine has a separate PAMA to be completed by 2002.
       The total cost of capital projects to manage tailings, sewage and garbage
       is approximately $9,625, to be expended over the next three years, with
       estimated spending of $6,985 in fiscal 2000.

       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. Doe Run Peru has advised the
       MEM that it intends to seek changes in certain PAMA projects that it
       believes will more effectively achieve compliance. 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 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.

       According to the purchase agreement, the Company has the option to
       continue the use of the LaOroya smelter existing zinc ferrite disposal
       site until October 2000, after which it can take ownership of the site or
       create a new site. If the Company chooses to take ownership of the site,
       it will be responsible for its closure costs. The Company has accrued for
       management's estimate of the closure costs, or $7,200. If the ferrite
       site is abandoned, the Company must pay this amount to Centromin.

                                       52
<PAGE>
                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)



          CONSOLIDATED

       The Company believes its reserves for domestic and foreign environmental
       and reclamation matters are adequate, based on the information 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. The second class action similarly is
       seeking certification of a class of property owners allegedly damaged by
       operations from the smelter, but the purported size of the class is every
       home in Herculaneum, Missouri. The other four cases are personal injury
       actions by sixteen 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.

       Preliminary 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, the Company believes class certification
       is not appropriate. 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.

       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, was named in two class action
       cases seeking certification as a class 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. One suit seeks damages for paint removal
       for all such housing in the State of Maryland. The other suit seeks
       damages, alleging personal injuries to children as a result of lead
       poisoning from lead paint in the family residence. Both suits seek
       punative 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.

                                       53
<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1999, 1998, AND 1997
                             (DOLLARS IN THOUSANDS)


(16)   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, and its
       wholly-owned subsidiary, Doe Run Air S.A.C.) have jointly and severally,
       fully, unconditionally and irrevocably guaranteed the Unsecured Notes and
       Secured Notes of the Company. The Guarantor Subsidiaries' results of
       operations were not material to the results of operations of the Company
       for the year ended October 31, 1997. 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)


(16) 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
                                                                 ------------    ----------   ---------------  ------------
<S>                                                             <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
      Inventories                                                     47,368         1,791              -         71,122
      Prepaid expenses and other current assets                        6,580           145            (77)        27,958
      Net deferred tax assets                                              -             -            (50)         2,165
      Due from subsidiaries                                           11,321             -              -            122
      Due from parent                                                      -             -              -         23,622
                                                                   ---------     ---------      ---------      ---------
          Total current assets                                       118,628         4,881            (21)       167,850
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              -
                                                                   ---------     ---------      ---------      ---------
          Total assets                                             $ 430,525     $  12,957      $ 188,408      $ 290,414
                                                                   =========     =========      =========      =========

                      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
      Accrued liabilities                                             30,967           478          2,546         16,547
      Due to subsidiaries                                                  -             -         23,744              -
      Due to parent                                                        -         8,666          1,386          1,269
                                                                   ---------     ---------      ---------      ---------
          Total current liabilities                                   47,803        11,045         29,022         61,552
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
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              -              -
      Common stock, $1 par value, 2,005,000 shares authorized,
          issued and outstanding                                           -             -          2,005              -
      Common stock, one nuevo sole par value, 729,548,057
          shares authorized, issued and  outstanding                       -             -              -        271,435
      Additional paid in capital                                       5,238         1,205              -        (16,234)
      Due from parent                                                      -             -              -       (104,865)
      Foreign currency translation adjustment                              -             -              -        (20,135)
      Retained earnings and accumulated other
          comprehensive income                                        11,383        (1,184)        31,022         58,026
                                                                   ---------     ---------      ---------      ---------
          Total shareholders' equity                                  16,621            22         33,027        188,227
                                                                   ---------     ---------      ---------      ---------
          Total liabilities and shareholders' equity               $ 430,525     $  12,957      $ 188,408      $ 290,414
                                                                   =========     =========      =========      =========
<CAPTION>
                                                                                 The
                                                               Eliminations    Company
                                                               -----------     -------
<S>                                                           <C>            <C>

                                     ASSETS
Current assets:
      Cash                                                     $       -      $   9,886
      Trade accounts receivable, net of allowance for
          doubtful accounts                                         (501)        88,884
      Inventories                                                    (20)       120,261
      Prepaid expenses and other current assets                     (745)        33,861
      Net deferred tax assets                                          -          2,115
      Due from subsidiaries                                      (11,443)             -
      Due from parent                                            (23,622)             -
                                                               ---------      ---------
          Total current assets
                                                                 (36,331)       255,007
Property, plant and equipment, net                                     -        269,042
Special term                                                           -        125,000
Net deferred tax assets                                                -          1,606
Other noncurrent assets, net                                           -         14,062
Investment in subsidiaries                                      (221,256)             -
                                                               ---------      ---------
          Total assets                                         $(257,587)     $ 664,717
                                                               =========      =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Short-term borrowings and current maturities
          of long-term debt                                    $       -      $   8,582
      Accounts payable                                              (501)        54,736
      Accrued liabilities                                           (745)        49,793
      Due to subsidiaries                                        (23,744)             -
      Due to parent                                              (11,321)             -
                                                               ---------      ---------
          Total current liabilities                              (36,311)       113,111
Long-term debt, less current maturities                                -        477,286
Other noncurrent liabilities                                           -         57,699
                                                               ---------      ---------
          Total liabilities                                      (36,311)       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                            ,        (1)             -
      Common stock, $1 par value, 2,005,000 shares authorized
          issued and outstanding                                  (2,005)             -
      Common stock, one nuevo sole par value, 729,548,057
          shares authorized, issued and  outstanding            (271,435)             -
      Additional paid in capital                                  15,029          5,238
      Due from parent                                            104,865              -
      Foreign currency translation adjustment                     20,135              -
      Retained earnings and accumulated other
          comprehensive income                                   (87,864)        11,383
                                                               ---------      ---------
          Total shareholders' equity                            (221,276)        16,621
                                                               ---------      ---------
          Total liabilities and shareholders' equity           $(257,587)     $ 664,717
                                                               =========      =========
</TABLE>

                                        55

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


(16) GUARANTOR SUBSIDIARIES (CONTINUED)

                     CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF OCTOBER 31, 1998

<TABLE>
<CAPTION>

                                                                  The Company
                                                                   Excluding                  Doe Run Cayman     Doe Run
                                                                   Guarantor      Domestic      and Certain      Peru and
                                                                 Subsidiaries    Guarantors    Subsidiaries    Subsidiaries
                                                                 ------------    ----------   ---------------  ------------
<S>                                                             <C>             <C>          <C>              <C>
                                     ASSETS
Current assets:
      Cash                                                         $       -     $       -      $      21     $   4,625
      Trade accounts receivable, net of allowance for
          doubtful accounts                                           51,387         5,127              -        30,935
      Inventories                                                     40,196         1,735              -        85,049
      Prepaid expenses and other current assets                        6,966           134          2,217        23,072
      Due from subsidiaries                                           20,434             -              -            85
      Due from parent                                                      -             -              -         7,083
                                                                   ---------     ---------      ---------     ---------
          Total current assets                                       118,983         6,996          2,238       150,849
Property, plant and equipment, net                                   150,519         8,818              -       104,710
Special term deposit                                                 125,000             -              -             -
Net deferred tax assets                                                8,015             -              -             -
Other noncurrent assets, net                                          17,359           391            286           448
Investment in subsidiaries                                            20,776             -        162,496             -
                                                                   ---------     ---------      ---------     ---------
          Total assets                                             $ 440,652     $  16,205      $ 165,020     $ 256,007
                                                                   =========     =========      =========     =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Current maturities of long-term debt                         $     895     $       -      $   1,123     $       -
      Accounts payable                                                21,120         2,937              -        30,752
      Accrued liabilities                                             28,692           366          2,973        20,722
      Net deferred tax liabilities                                     1,815             -              -             -
      Due to subsidiaries                                                  -             -          7,168             -
      Due to parent                                                        -        11,068          5,100         4,266
                                                                   ---------     ---------      ---------     ---------
          Total current liabilities                                   52,522        14,371         16,364        55,740
Long-term debt, less current maturities                              320,689             -        127,595        28,000
Net deferred tax liabilities                                               -             -              -         2,571
Other noncurrent liabilities                                          48,863         1,942              -         7,200
                                                                   ---------     ---------      ---------     ---------
          Total liabilities                                          422,074        16,313        143,959        93,511
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              -             -
      Common stock, $1 par value, 2,005,000 shares authorized,
          issued and outstanding                                           -             -          2,005             -
      Common stock, one nuevo sole par value, 729,548,057
          shares authorized, issued and outstanding                        -             -              -       255,201
      Additional paid in capital                                       5,000           935              -             -
      Due from parent                                                      -             -              -      (125,000)
      Retained earnings and accumulated other
          comprehensive income                                        13,578        (1,044)        19,056        32,295
                                                                   ---------     ---------      ---------     ---------
          Total shareholders' equity                                  18,578          (108)        21,061       162,496
                                                                   ---------     ---------      ---------     ---------
          Total liabilities and shareholders' equity               $ 440,652     $  16,205      $ 165,020     $ 256,007
                                                                   =========     =========      =========     =========






<CAPTION>
                                                                                 The
                                                               Eliminations    Company
                                                               -----------     -------
<S>                                                           <C>            <C>
                                     ASSETS
Current assets:
      Cash                                                     $       -      $   4,646
      Trade accounts receivable, net of allowance for
          doubtful accounts                                       (1,111)        86,338
      Inventories                                                   (177)       126,803
      Prepaid expenses and other current assets                   (2,083)        30,306
      Due from subsidiaries                                      (20,519)             -
      Due from parent                                             (7,083)             -
                                                               ---------      ---------
          Total current assets                                   (30,973)       248,093
Property, plant and equipment, net                                     -        264,047
Special term deposit                                                   -        125,000
Net deferred tax assets                                                -          8,015
Other noncurrent assets, net                                           -         18,484
Investment in subsidiaries                                      (183,272)             -
                                                               ---------      ---------
          Total assets                                         $(214,245)     $ 663,639
                                                               =========      =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Current maturities of long-term debt                     $       -      $   2,018
      Accounts payable                                            (1,111)        53,698
      Accrued liabilities                                         (2,083)        50,670
      Net deferred tax liabilities                                     -          1,815
      Due to subsidiaries                                         (7,168)             -
      Due to parent                                              (20,434)             -
                                                               ---------      ---------
          Total current liabilities                              (30,796)       108,201
Long-term debt, less current maturities                                -        476,284
Net deferred tax liabilities                                           -          2,571
Other noncurrent liabilities                                           -         58,005
                                                               ---------      ---------
          Total liabilities                                      (30,796)       645,061
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)             -
      Common stock, $1 par value, 2,005,000 shares authorized,
          issued and outstanding                                  (2,005)             -
      Common stock, one nuevo sole par value, 729,548,057
          shares authorized, issued and outstanding             (255,201)             -
      Additional paid in capital                                    (935)         5,000
      Due from parent                                            125,000              -
      Retained earnings and accumulated other
          comprehensive income                                   (50,307)        13,578
                                                               ---------      ---------
          Total shareholders' equity                            (183,449)        18,578
                                                               ---------      ---------
          Total liabilities and shareholders' equity           $(214,245)     $ 663,639
                                                               =========      =========

</TABLE>

                                       56

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(16) 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     $ 464,632     $ (35,012)    $ 804,574

Costs and expenses:
     Cost of sales                                   275,621        21,687             1       393,613        (5,316)      685,606
     Depletion, depreciation and amortization         22,054         1,503             -         7,843             -        31,400
     Selling, general and administrative              16,045         1,405         9,434        38,292       (29,853)       35,323
     Exploration                                       3,919             -             -             -             -         3,919
                                                   ---------     ---------     ---------     ---------     ---------     ---------
        Total costs and expenses                     317,639        24,595         9,435       439,748       (35,169)      756,248
                                                   ---------     ---------     ---------     ---------     ---------     ---------

        Income from operations                        19,452         1,105         2,728        24,884           157        48,326

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)          973        (2,375)            -        (1,586)
     Equity in earnings of subsidiaries               11,983             -        25,731             -       (37,714)            -
                                                   ---------     ---------     ---------     ---------     ---------     ---------
                                                     (13,623)       (1,245)       11,869        (5,535)      (37,714)      (46,248)
                                                   ---------     ---------     ---------     ---------     ---------     ---------

        Income (loss) before income tax expense        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>

                                          57

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(16) 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     $ 458,291     $ (28,658)    $ 716,581

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         5,715        36,051       (24,121)       34,816
     Exploration                                       4,312             -             -             -             -         4,312
                                                   ---------     ---------     ---------     ---------     ---------     ---------
        Total costs and expenses                     252,692        18,932         5,737       414,395       (28,566)      663,190
                                                   ---------     ---------     ---------     ---------     ---------     ---------

        Income (loss) from operations                  8,762        (1,470)        2,295        43,896           (92)       53,391

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)           97         1,403             -           561
     Equity in earnings of subsidiaries               16,861             -        32,404             -       (49,265)            -
                                                   ---------     ---------     ---------     ---------     ---------     ---------
                                                        (940)         (891)       19,477         1,107       (49,265)      (30,512)
                                                   ---------     ---------     ---------     ---------     ---------     ---------

        Income (loss) before income tax expense        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>

                                          58

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

</TABLE>

                                          59

<PAGE>


                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

(16) 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 period                                1,579            -        2,351        5,013            -        8,943
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Cash at end of period                                  $       -    $       -    $      21    $   4,625    $       -    $   4,646
                                                       =========    =========    =========    =========    =========    =========

</TABLE>

                                        60

<PAGE>

                        THE DOE RUN RESOURCES CORPORATION

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

(16) GUARANTOR SUBSIDIARIES (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                          YEAR ENDED OCTOBER 31, 1997

<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 operating activities         $  12,040     $   1,585     $     376       $   4,019     $       -     $  18,020
Cash flows from investing activities:
      Purchases of property, plant and
        equipment                                   (12,414)         (933)            -            (129)            -       (13,476)
      Payment for acquisitions                       (5,227)            -             -        (123,015)            -      (128,242)
      Investment in subsidiary                       (2,005)            -             -               -         2,005             -
                                                  ---------     ---------     ---------       ---------     ---------     ---------
            Net cash used in investing
              activities                            (19,646)         (933)            -        (123,144)        2,005      (141,718)
Cash flows from financing activities:
      Proceeds from/(payments on) revolving
         loans and short-term borrowings, net        (9,399)            -         3,000               -             -        (6,399)
      Proceeds from long-term debt                  140,945             -       225,000               -             -       365,945
      Payments on long-term debt                    (87,453)            -      (125,000)              -             -      (212,453)
      Payment of deferred financing costs            (4,938)            -        (3,635)              -             -        (8,573)
      Loans from parent/susidiaries                 (24,091)         (652)      148,529        (123,786)            -             -
      Capital contributions                               -             -      (247,924)        247,924             -             -
      Extraordinary item related to
         retirement of debt                            (638)            -             -               -             -          (638)
      Cash received from issuance of stock                -             -         2,005               -        (2,005)            -
      Payment of dividends                           (5,241)            -             -               -             -        (5,241)
                                                  ---------     ---------     ---------       ---------     ---------     ---------
            Net cash provided by (used in)
              financing activities                    9,185          (652)        1,975         124,138        (2,005)      132,641
                                                  ---------     ---------     ---------       ---------     ---------     ---------
            Net increase in cash                      1,579             -         2,351           5,013             -         8,943

Cash at beginning of period                               -             -             -               -             -             -
                                                  ---------     ---------     ---------       ---------     ---------     ---------
Cash at end of period                             $   1,579     $       -     $   2,351       $   5,013     $       -     $   8,943
                                                  =========     =========     =========       =========     =========     =========

</TABLE>

                                        61
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying combined balance sheet of Doe Run Peru S.R.L.
(a Peruvian Company) and its subsidiary as of October 31, 1999, and the related
combined statements of operations, changes in shareholders' equity and cash
flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing
standards 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
audit provides 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 subsidiary as of October 31, 1999, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles in the United States of America.

Lima, Peru

December 3, 1999

Countersigned by:





------------------------
Juan Jose Cordova (Partner)
Peruvian Public Accountant
Registration N(0)  18869


                                        62

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



We have audited the accompanying combined balance sheet of Doe Run Peru
S.R.L. (a Peruvian company), its consolidated subsidiary and Empresa Minera
Cobriza S.R.L. as of October 31, 1998, the consolidated balance sheet of Doe
Run Peru S.R.L. and its subsidiary as of October 31, 1997, and the related
combined statements of operations, changes in shareholders' equity and cash
flows for the year ended October 31, 1998 and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
the period from October 23, 1997 to October 31, 1997. These financial
statements are the responsibility of the companies' management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Peru, which are substantially equivalent to those applied 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 financial position of Doe Run Peru
S.R.L., its subsidiary and Empresa Minera Cobriza S.R.L. as of October 31,
1998 and the consolidated financial position of Doe Run Peru S.R.L. and its
subsidiary as of October 31, 1997, and the combined results of their
operations and their cash flows for the year ended October 31, 1998 and the
consolidated results of operations and cash flows for the period from October
23, 1997 to October 31, 1997, in conformity with accounting principles
generally accepted in the United States of America.




Countersigned by:


----------------------
Marco Antonio Zaldivar
C.P.C. Register 12477

Lima, Peru
   December 3, 1999



                                        63

<PAGE>

                               DOE RUN PERU S.R.L.
                             COMBINED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  October 31,
                                                                      ----------------------------------
                                                                          1999                  1998
                                                                      --------------       -------------
<S>                                                                   <C>                  <C>
                                   A S S E T S

Current assets:
  Cash                                                                   $   3,997            $   4,625
  Trade accounts receivable                                                 38,864               30,935
  Due from related parties                                                  23,744                7,168
  Inventories                                                               71,122               85,049
  Prepaid expenses and other current assets                                 27,958               23,072
  Net deferred tax assets                                                    2,165                    -
                                                                      ------------         ------------
         Total current assets                                              167,850              150,849

Property, plant and equipment, net                                         120,595              104,710
Deferred financing fees, net                                                   323                  448
Net deferred tax assets                                                      1,646                    -
                                                                      ------------         ------------
         Total assets                                                    $ 290,414             $256,007
                                                                      ============         ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Short-term borrowings and current maturities of long-term debt         $   6,946            $       -
  Accounts payable                                                          36,790               30,752
  Due to related parties                                                     1,269                4,266
  Accrued liabilities                                                       16,547               20,722
                                                                      ------------         ------------
         Total current liabilities                                          61,552               55,740

Long-term debt, less current maturities                                     33,234               28,000
Net deferred tax liabilities                                                     -                2,571
Other noncurrent liabilities                                                 7,401                7,200
                                                                      ------------         ------------
         Total liabilities                                                 102,187               93,511
                                                                      ------------         ------------
Shareholders' equity:
  Capital stock, S/1 par value, 729,548,057 and 648,678,241 shares         271,435              247,926
    authorized, issued and outstanding, respectively
  Capital stock, S/1 par value, 80,869,816 shares                                -                7,275
    authorized, issued and outstanding
  Additional paid-in capital                                               (16,234)                   -
  Due from shareholder                                                    (104,865)            (125,000)
  Retained earnings                                                         58,026               32,295
  Accumulated other comprehensive income                                   (20,135)                   -
                                                                      ------------         ------------
         Total shareholders' equity                                        188,227              162,496
                                                                      ------------         ------------
         Total liabilities and shareholders' equity                      $ 290,414            $ 256,007
                                                                      ============         ============

</TABLE>

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

                                      64

<PAGE>

                               DOE RUN PERU S.R.L.
                        COMBINED STATEMENTS OF OPERATIONS
        FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998 AND FOR THE PERIOD
                    FROM OCTOBER 23, 1997 TO OCTOBER 31, 1997
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                      1999              1998               1997
                                                                      ----              ----               ----
<S>                                                                <C>               <C>                <C>
Net sales                                                           $464,632          $458,291           $2,571

Costs and expenses:
  Costs of sales                                                     393,613           371,530            2,048
  Depreciation                                                         7,843             6,814              151
  Fees and commissions to related parties                             23,983            20,333                -
  Selling, general and administrative expenses                        14,309            15,718               32
                                                                ------------      ------------      ------------
         Total costs and expenses                                    439,748           414,395            2,231
                                                                ------------      ------------      ------------
         Income from operations                                       24,884            43,896              340
                                                                ------------      ------------      ------------
Other income (expense):
  Interest expense                                                    (3,796)             (754)               -
  Interest income                                                        636               458                -
  Exchange difference                                                 (3,492)              105              (28)
  Other, net                                                           1,117             1,298                -
                                                                ------------      ------------      ------------
                                                                      (5,535)            1,107              (28)
                                                                ------------      ------------      ------------
         Income before income tax expense (benefit)                   19,349            45,003              312

Income tax expense (benefit)                                          (6,382)           12,599              421
                                                                ------------      ------------       ----------
         Net income (loss)                                          $ 25,731          $ 32,404           $ (109)
                                                                ============      ============       ==========

</TABLE>


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

                                       65

<PAGE>

                               DOE RUN PERU S.R.L.
             COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
        FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998 AND FOR THE PERIOD
                    FROM OCTOBER 23, 1997 TO OCTOBER 31, 1997
                             (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>
Capital contributions            $ 247,926          $  -          $   -     $        -      $       -      $       -      $ 247,926

Due from shareholder                     -             -              -       (125,000)             -              -       (125,000)

Net loss                                 -             -              -              -           (109)          (109)          (109)

                                 ---------     ---------      ---------      ---------      ---------      ---------      ---------
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
                                 =========     =========      =========      =========      =========      =========      =========

</TABLE>

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

                                         66

<PAGE>

                               DOE RUN PERU S.R.L.
                        COMBINED STATEMENTS OF CASH FLOWS
        FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998 AND FOR THE PERIOD
                    FROM OCTOBER 23, 1997 TO OCTOBER 31, 1997
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                1999              1998               1997
                                                                                ----              ----               ----
<S>                                                                       <C>                <C>                <C>
Cash flows from operating activities:
   Net income (loss)                                                       $  25,731          $  32,404          $   (109)
   Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
    Deferred income taxes                                                     (6,382)             2,569                 2
    Depreciation                                                               7,843              6,814               151
    Amortization of deferred financing fees                                      125                 52                 -
    Increase (decrease) resulting from changes in:
         Trade accounts receivable                                            (7,929)           (30,545)             (390)
         Inventories                                                          13,927            (19,636)           (3,465)
         Prepaid expenses and other current assets                            (4,735)           (19,334)           (1,347)
         Trade accounts payable                                                6,038              7,117             5,025
         Accrued liabilities                                                  (4,175)             4,804             3,006
         Other noncurrent liabilities                                            201                  -             1,146
                                                                       -------------      -------------      ------------
           Net cash provided by (used in) operating activities                30,644            (15,755)            4,019
                                                                       -------------      -------------      ------------
Cash flows from investing activities:
   Additions of fixed assets                                                 (23,276)           (10,918)             (129)
   Acquisition of net assets of Metaloroya                                         -                  -          (123,015)
                                                                       -------------      -------------      ------------
            Net cash used in investing activities                            (23,276)           (10,918)         (123,144)
                                                                       -------------      -------------      ------------
Cash flows from financing activities:
   Net proceeds from revolving loans                                          (8,000)            28,000                 -
   Cash provided by sales and leaseback transactions                          17,923                  -                 -
   Cash provided by short-term borrowings, net                                 3,612                  -                 -
   Payments on sale and leaseback                                             (1,958)                 -                 -
   Increase in due from related parties                                      (19,573)            (1,215)         (123,786)
   Payment of deferred financing fees                                              -               (500)                -
   Capital contributions                                                           -                  -           247,924
                                                                       -------------      -------------      ------------
            Net cash provided by (used in) financing activities               (7,996)            26,285           124,138
                                                                       -------------      -------------      ------------
            Net increase (decrease) in cash                                     (628)              (388)            5,013

Cash at beginning of period                                                    4,625              5,013                 -
                                                                       -------------     --------------      ------------
Cash at end of period                                                        $ 3,997           $  4,625          $  5,013
                                                                            ========           ========           =======

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

</TABLE>

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

                                     67

<PAGE>


                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                         OCTOBER 31, 1999, 1998 AND 1997
                             (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 ACQUISITION

         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%. The acquisition has been accounted for as a purchase and
         the effective purchase price of $123,015, including transaction costs
         of approximately $2,500, has been allocated to the fair value of the
         assets acquired and liabilities assumed. Because of the bargain
         purchase inherent in the acquisition, the excess of the fair value of
         the net assets acquired over the purchase price of approximately
         $157,000 has been mainly used to reduce the value of the fixed assets
         acquired.

         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. The
         financial statements as of and for the year ended October 31, 1998 have
         been restated accordingly.


3.       BASIS OF PRESENTATION

         The preparation of combined 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). Unless otherwise indicated, all
         amounts in the financial statements and in these notes are presented in
         thousands of U.S. dollars ($).

                                        68

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


         The combined financial statements include all the accounts of the
         Company and its wholly owned subsidiary, Doe Run Air S.A.C., after
         eliminating intercompany balances and transactions, including gains and
         losses resulting from such transactions. The minority interest is not
         significant.

         Doe Run Peru had no operations prior to the acquisition of Metaloroya.
         Accordingly, the accompanying 1997 consolidated statements of
         operations and cash flows reflect the results of operations for the
         period from October 23, 1997 to October 31, 1997.

         RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform with the
         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 cost. Depreciation is
         calculated on a straight-line basis at the rates indicated in Note 9.
         Material improvements and renewals are capitalized.

         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.

         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. All such sales are adjusted when final weights, assays
         and prices are determined.

                                        69

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


         Adjustments to provisional billings are made in the period during
         which additional information becomes available.

         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 obtain the
         aforementioned transactions. Since 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.

         Because workers' participation 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 accounting records of Doe Run Peru and its subsidiary, which are
         kept in Peruvian nuevos soles, have been re-measured into U.S. dollars,
         their functional currency, following the methodology established by
         SFAS 52:

         (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 October 31,
                  1999, which are S/3.489 per each $1 for assets and S/3.493 per
                  each $1 for liabilities as per Superintendency of Banks and
                  Insurances. The exchange rates in effect at October 31, 1998
                  were S/3.060 for assets and S/3.072 for liabilities.

                                      70

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


         (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.

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

<TABLE>
<CAPTION>

                                                                    October 31,
                                                            ---------------------------
                                                               1999              1998
                                                               ----              ----
<S>                                                        <C>               <C>
     Assets:
       Cash                                                 S/   675           S/  578
       Due from related parties                              407,513                 -
       Prepaid expenses and other current assets              78,147            61,707
                                                             -------           -------
                                                             486,335            62,285
                                                             -------           -------
     Liabilities:
       Accrued liabilities                                    47,582            61,191
                                                             -------           -------
                                                              47,582            61,191
                                                             -------           -------
              Net position                                 S/438,753           S/1,094
                                                             =======           =======

</TABLE>

         The net effects of exchange differences applicable to the net asset
         positions denominated in Peruvian nuevos soles were a loss of $3,492, a
         gain of $105 and a loss of $28 for the years ended October 31, 1999 and
         1998, and for the period from October 23, 1997 to October 31, 1997,
         respectively, which have been reflected in the accompanying combined
         statements of operations.


7.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                            October 31,
                                                                    ---------------------------
                                                                       1999              1998
                                                                       ----              ----
<S>                                                                <C>             <C>
         Refined metals and concentrates for sale                     $ 1,414          $ 3,925
         Metals and concentrates in process                            47,970           55,262
         Materials, supplies and spare parts                           21,738           25,862
                                                                    ---------        ---------
                                                                      $71,122          $85,049
                                                                    =========        =========

</TABLE>

         The FIFO cost of inventories valued under the LIFO cost method were
         approximately $50,965 and $57,027 at October 31, 1999 and 1998,
         respectively. If the FIFO cost method had been used to determine cost,
         inventories would have been $1,785 higher at October 31, 1999 and
         $2,160 lower at October 31, 1998.

                                       71

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         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 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 $400 for 1999. There was no LIFO
         liquidation in fiscal 1998.


8.       PREPAID EXPENSES AND OTHER CURRENT ASSETS

         Prepaid expenses and other current assets consist of the following:

<TABLE>
<CAPTION>

                                                                          October 31,
                                                                 ------------------------------
                                                                     1999               1998
                                                                     ----               ----
<S>                                                              <C>                 <C>
         Credit on Peruvian value added tax                         $11,861            $7,124
         Prepaid Peruvian income tax                                  9,574            11,144
         Other                                                        6,523             4,804
                                                                    -------            ------
                                                                    $27,958           $23,072
                                                                    =======            ======

</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.


9.       PROPERTY, PLANT AND EQUIPMENT, NET

         Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>

                                                Average Annual                   October 31,
                                                 Depreciation            --------------------------
                                                     Rate                  1999              1998
                                              -------------------        --------           -------
<S>                                          <C>                        <C>                <C>
         Cost:
           Land                                         -                  $ 5,989          $ 5,989
           Buildings and improvements              5% and 10%               19,595           18,569
           Machinery and equipment                      6.67%               78,523           74,607
           Transportation units                        33.33%                3,116            2,062
           Other equipment                        10% and 20%                7,948            6,506
           Construction in progress                     -                   20,232            3,942
                                                                          --------         --------
                                                                           135,403          111,675
         Less accumulated depreciation                                      14,808            6,965
                                                                          --------         --------
                                                                          $120,595         $104,710
                                                                          ========         ========

</TABLE>

                                     72

<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,
                                                           ----------------------------
                                                               1999             1998
                                                              ------           ------
<S>                                                        <C>               <C>

         Salaries, wages and employee benefits                $ 7,451           $6,437
         Workers' profit sharing                                    -            2,763
         Due to power company                                   2,523            2,215
         Accounts payable to contractors                        1,156            2,715
         Taxes payable                                          1,507            1,589
         Other accrued liabilities                              3,910            5,003
                                                           ----------        ---------
                                                              $16,547          $20,722
                                                           ==========        =========

</TABLE>

11.    LONG-TERM DEBT

       Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                                         October 31,
                                                                ---------------------------
                                                                     1999           1998
                                                                     ----           ----
<S>                                                            <C>             <C>
       Revolving credit facility                                   $  20,000      $  28,000
       Sale and leaseback obligations                                 16,055              -
       Capital leases                                                    513              -

                                                                ------------   ------------
                                                                      36,568         28,000
         Less current maturities                                       3,334              -

                                                                ------------   ------------
                 Long-term debt, less current maturities           $  33,234      $  28,000
                                                                ============   ============

</TABLE>

         The revolving credit facility with a Peruvian bank allows Doe Run Peru
         to borrow up to $40,000 and expires June 19, 2002. The facility bears
         interest at LIBOR (1-month, 3-month or 6-month rate, depending on the
         term of the loan) plus 1.5% per annum through June 1999, plus 2.0% per
         annum since July 1999. The effective rate was 7.70% and 9.23% at
         October 31, 1999 and 1998, respectively. Individual loans must be
         greater than $1,000. Revolving loans outstanding under this facility
         were $20,000 at October 31, 1999. An unused line fee of .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.
         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 $19,005 at October
         31, 1999. The facility is secured by Doe Run Peru's accounts receivable
         and work-in-progress and finished goods inventories.

         The Doe Run Peru Revolving Credit Facility contains certain covenants
         that limit indebtedness, capital expenditures, investments and restrict
         the payment of dividends in case of default. If Doe Run Peru were to
         fail to comply with these conditions and such noncompliance were not
         cured within the applicable cure period, such noncompliance would
         constitute an event of default that could result in the termination of
         the

                                          73

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         Revolving Credit Facility and/or the acceleration of all amounts due
         thereunder. The Company was in compliance with the covenants as of
         October 31, 1999.

         Doe Run Peru has available two uncommitted lines of credit. Borrowings
         are in the form of short-term notes, with interest rates determined at
         the borrowing date. Borrowings under these lines of credit were $3,612
         at October 31, 1999.

         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, 1999 are as follows:

<TABLE>

<S>                                                        <C>
         Fiscal year ending October 31:
              2000                                          $    3,334
              2001                                               3,730
              2002                                              23,912
              2003                                               4,112
              2004                                               1,480
                                                            ----------
                                                            $   36,568
                                                            ==========

</TABLE>

12.      OTHER LONG-TERM LIABILITIES

         Other long-term liabilities is 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 the Peruvian
                  regulations. The statutory income tax rate of 30% is applied
                  on the taxable income of each company and not on the
                  consolidated taxable basis.

         (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 on December 31, 2006.
                  Under this agreement, Doe Run Peru will use tax rules
                  prevailing on November 6, 1997. The benefits are the
                  following:

                  -        Utilization of the tax rules prevailing on April 25,
                           1994. In exercise of the regulation permitted In the
                           tenth clause of the Tax Stabilization Agreement, Doe
                           Run Peru adopted the tax rules prevailing on November
                           6, 1997.

                  -        Custom duties will be calculated at rates ranging
                           from 15% to 25%.

                  -        Free commercialization 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.

                                      74

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         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)]. The benefits are
         similar to those established in the Tax Stabilization Agreement, except
         for the fact that Doe Run Peru will use the tax rules prevailing on
         December 23, 1997.

(c)      The provision for Peruvian income tax is comprised of the following for
         the years ended October 31, 1999 and 1998 and the period from October
         23, 1997 to October 31, 1997:

<TABLE>
<CAPTION>

                                              1999                 1998                1997
                                              ----                 ----                ----
<S>                                         <C>                 <C>                  <C>
               Current provision             $     -              $10,030             $ 419
               Deferred provision             (6,382)               2,569                 2
                                             -------              -------             -----
                 Total                       $(6,382)             $12,599             $ 421
                                             =======              =======             =====

</TABLE>

         Peruvian income tax expense (benefit) expense 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>

                                                                         1999         1998        1997
                                                                         ----         ----        ----
<S>                                                                    <C>         <C>         <C>
         Income tax expense at statutory rate                          $  5,805     $13,501     $   93
         Increase (reduction) in income tax expense
             resulting from:
                      Change in valuation allowance                     (12,413)     (5,211)         -
                      Effect of converting Peruvian nuevos soles
                        into U.S. dollars                                  (169)      1,891        180
                      Other, net                                            395       2,418        148
                                                                       --------    --------     ------
                                                                       $ (6,382)    $12,599     $  421
                                                                       ========    ========     ======

</TABLE>

         The net income tax benefit in fiscal 1999 results primarily from the
         recognition of benefits related to tax losses generated in 1999 and to
         an 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.

                                     75

<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 asset (liability), included in the
         deferred income tax caption of the consolidated balance sheet, are as
         follows:

<TABLE>
<CAPTION>

                                                                          1999              1998
                                                                          ----              ----
<S>                                                                   <C>                <C>
          Deferred tax assets:
                Inventories                                            $  1,343           $      -
                Other current assets and liabilities                        822                229
                Property, plant and equipment                            33,083             43,903
                Tax loss carryforward                                     4,996              1,593
                Other noncurrent assets and liabilities                   3,827                  -
                                                                       --------           --------
                                                                         44,071             45,725
          Less valuation allowance                                      (33,083)           (45,496)
                                                                       --------           --------
                                                                         10,988                229
                                                                       --------           --------
          Deferred tax liability:
                 Inventories                                                  -               (371)
                 Property, plant and equipment                           (7,177)            (2,429)
                                                                       --------           --------
                                                                         (7,177)            (2,800)
                                                                       --------           --------
                           Net deferred tax asset (liability)          $  3,811           $ (2,571)
                                                                       ========           ========

</TABLE>

         Tax loss carryforwards in Peru are available for use for five years
         beginning with the first year the Company has tax 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 1999 relating to certain deferred tax assets against which
         a valuation allowance had previously been provided.

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 $2,786 and $2,573 for the years
         ended October 31, 1999 and 1998, respectively.

                                        76

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         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's expense relating to workers'
         profit sharing payments was $0 and $2,908 for the years ended October
         31, 1999 and 1998, respectively.

         In addition, the Company recorded a deferred workers' profit sharing
         asset (liability) of $1,105 and $(745) at October 31, 1999 and 1998,
         respectively. The Company expects to recover the deferred workers'
         profit sharing asset through future reductions 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, 1999, Doe Run Peru had expended approximately
                  $76,975.

         (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 is obligated to expend $93,761
                  through December 31, 2006 to expand and modernize its
                  facilities, including environmental expenditures. The related
                  investments can be considered as part of the $120,000
                  investment discussed in the above paragraph if expended before
                  October 23, 2002. Through October 31, 1999, Doe Run Peru has
                  invested approximately $17,974.


         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, and five years for any
         other type of mining or metallurgical operation). 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.

                                         77

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

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

         -        New sulfuric acid plants

         -        Elimination of fugitive gases from the coke plant

         -        Use of oxygenated gases in the anodic residue plant

         -        Water treatment plant for the copper refinery

         -        Recirculation system for cooling waters at the smelter

         -        Management and disposal of acidic solutions at the silver
                  refinery

         -        Industrial waste water treatment plant for the smelter and
                  refinery

         -        Containment dam for the lead muds near the zileret plant

         -        Granulation process water at the lead smelter

         -        Anode washing system at the zinc refinery

         -        Management and disposal of lead and copper slag wastes

         -        Domestic waste water treatment and domestic waste disposal

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

<TABLE>
<CAPTION>

                                                     ESTIMATED
                       YEAR                            COST
                                                   --------------
                     <S>                          <C>
                       2000                          $    11,265
                       2001                               13,800
                       2002                               14,300
                       2003                               13,180
                       2004                               30,055
                       2005                               34,790
                       2006                               42,040
                                                   --------------
                                                     $  $159,430
                                                   ==============

</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 $189,950 for this period.

         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. Doe Run Peru has
         advised the MEM that it intends to seek changes in certain PAMA
         projects that it believes will more effectively achieve compliance.
         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 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

                                          78

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         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.

         According to the purchase agreement, the Company has the option to
         continue the use of the La Oroya smelter existing zinc ferrite disposal
         site until October 2000, after which it can take ownership of the site
         or create a new site. If the Company chooses to take ownership of the
         site, it will be responsible for its closure costs. The Company has
         accrued for management's estimate of the closure costs, or $7,200. If
         the ferrite site is abandoned, the Company must pay this amount to
         Centromin.

         Doe Run Peru's Cobriza mine has a separate PAMA to be completed by
         2000. The total cost of capital projects to manage tailings, sewage and
         garbage is approximately $9,625, to be expended over the next three
         years, with estimated spending of $6,985 in fiscal 2000.

         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.

         SALES COMMITMENTS AND CONCENTRATION

         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: 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 percentages in the period from October 23, 1997
         to October 31, 1997 were 20%, 19%, and 17%, respectively. 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, 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. As management
         has designated these contracts as hedges, the related gains and losses
         will be recognized in net sales when the related production is sold.

                                        79

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         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 OPTIONS 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>

         The Company's open hedging positions as of October 31, 1998 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               3,583 tons       $0.7484/lb. to $0.8391/lb.          ($11,058)    Nov 98/Dec 98
            Lead                   992 tons       $0.2381/lb. to $0.2812/lb.           ($1,900)    Nov 98/Dec 98
            Zinc                 1,102 tons       $0.4535/lb. to $0.4990/lb.           ($2,000)    Dec 98
            Silver             325,000 oz.          $5.00/oz. to $6.00/oz.           ($120,017)    Nov 98/Jun 99
            Gold                 1,500 oz.        $300.00/oz. to $300.00/oz.               $ -    Dec 98

</TABLE>


          SOLD PUT OPTIONS CONTRACTS
<TABLE>
<CAPTION>
                                                                                 Fair market
                 Metal            Quantity               Price range                 value            Period
                 -----            --------               -----------                 -----            ------
           <S>                <C>                <C>                            <C>              <C>
            Silver             370,000 oz.          $4.50/oz. to $5.25/oz.          ($128,000)    Nov 98/Jun 99
            Zinc                 2,480 tons       $0.4400/lb. to $0.4536/lb.        ($117,274)    Nov 98/Dec 98
</TABLE>


          FUTURES SALES CONTRACTS

<TABLE>
<CAPTION>
                                                                                 Fair market
                 Metal            Quantity               Price range                 value            Period
                 -----            --------               -----------                 -----            ------
           <S>                <C>                <C>                            <C>              <C>
            Silver             260,000 oz.          $4.97/oz. to $5.13/oz.              ($200)      Nov 98
</TABLE>

         ZINC FERRITE DISPOSAL

         According to the Contract described in Note 2, the Company has the
         option to continue to use the existing zinc ferrite disposal site until
         October 23, 2000, after which it can either take ownership of the site
         or develop a new site. If the Company decides to take ownership of the
         site, it will be responsible for its ultimate closure costs which have
         been estimated at $7,200 and recorded as a reserve in the caption other
         long-term liabilities in the accompanying combined balance sheets. If
         the Company decides to develop a new site, it is required to pay to
         Centromin the $7,200 estimated closure costs.

                                       80

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

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, 1999 and 1998, 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 $10,145 for the year ended October 31, 1999 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 notice of
                  non-renewal is given by either party.

         (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 $11,821 for the year ended October 31,
                  1999 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
                  notice of non-renewal is given by either party.

         (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 $2,018 for the year ended October 31, 1999 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 notice of
                  non-renewal is given by either party.

                                            81

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

         In addition to the above described, the following intercompany
         transactions occurred during the periods ended October 31, 1999, 1998
         and 1997:

         (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 $104,865 and
                  $125,000 at October 31, 1999 and 1998, respectively were shown
                  net of the 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, 1999 and 1998, the Company had a receivable
                  from Doe Run Mining of $43,519 and $17,471, 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 $122 and $85 at October 31, 1999 and 1998, respectively,
                  related to payments made on behalf of this company in
                  connection with its current operations.

                  At October 31, 1999 and 1998 the Company had payables to Doe
                  Run Mining S.R.L. of $19,897 and $10,388, respectively,
                  primarily for the fees described above.

         (c)      Doe Run Peru had payables to Doe Run Resources of $1,269 and
                  $4,266 at October 31, 1999 and 1998, 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 accrue interest.

                  Included in Trade Accounts Receivable, the Company had
                  balances due from Doe Run Resources for sales of refined
                  metals of $67 and $883 at October 31, 1999 and 1998,
                  repsectively. Sales related to these accounts were $2,898
                  in fiscal 1999 and $2,632 in fiscal 1998.

         As a result of these transactions, the Company had a due from and due
         to related parties of $23,744 and $1,269 at October 31, 1999 and $7,168
         and $4,266 at October 31, 1998, 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 Notes). Additionally, the above-referred companies and
         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 liens, 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, 1999.

                                       82

<PAGE>

                               DOE RUN PERU S.R.L.

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

18.      GEOGRAPHIC DATA

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

<TABLE>
<CAPTION>

                                                1999             1998             1997
                                                ----             ----             ----
        <S>                                 <C>               <C>               <C>
          USA                                $159,506          $148,870          $      -
          Peru                                 68,333           120,455             2,571
          Brazil                               50,184            40,086                 -
          England                              37,379             9,165                 -
          Japan                                29,183            24,955                 -
          India                                28,864            10,426                 -
          Other                                91,183           104,334                 -
                                             --------          --------          --------
          Total                              $464,632          $458,291          $  2,571
                                             ========          ========          ========

</TABLE>


                                          83
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors

Empresa Minera del Centro del Peru S.A. -Centromin Peru S.A.:

         We have audited the accompanying statements of assets and liabilities
of La Oroya Metallurgical Complex (La Oroya), a division of the Peruvian
state-owned corporation Empresa Minera del Centro del Peru S.A.- Centromin Peru
S.A. (Centromin), as of December 31, 1996 and October 23, 1997 and the related
statements of revenues and expenses, changes in net assets and cash flows for
each of the years in the two-year period ended December 31, 1996 and the period
from January 1 to October 23, 1997. These financial statements are the
responsibility of Centromin's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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.

         As explained in Note 2, the above financial statements which have been
prepared from Centromin's accounting records, remeasured into U.S. dollars and
prepared following generally accepted accounting principles in the United States
of America, are intended to reflect separately the assets, liabilities, revenues
and expenses of La Oroya, as if La Oroya had operated as a separate entity and
applying certain allocations by Centromin on the basis described in Note 4 and
therefore, they may not necessarily reflect the financial position and results
of operations of La Oroya as if it were effectively a separate legal entity for
the periods indicated above.

         In our opinion, the financial statements referred to above, present
fairly, for the purpose described in the preceding paragraph, the assets and
liabilities of La Oroya as of December 31, 1996 and October 23, 1997, and its
revenues and expenses and cash flows for each of the years in the two-year
period ended December 31, 1996 and the period from January 1 to October 23,
1997, in conformity with accounting principles generally accepted in the United
States of America.

                                         MEDINA, ZALDIVAR Y ASOCIADOS,

                                         a member firm of Andersen Worldwide SC

Countersigned by:





Marco Antonio Zaldivar
C.P.C. Register 12477

Lima, Peru
December 5, 1997


                                      84
<PAGE>

         EMPRESA MINERA DEL CENTRO DEL PERU S.A. - CENTROMIN PERU S.A.
                               LA OROYA DIVISION

                    STATEMENTS OF ASSETS AND LIABILITIES

                       (IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                    AS OF          AS OF
                                                 DECEMBER 31,   OCTOBER 23,
                                                    1996           1997
                                                    -----          ----
<S>                                              <C>            <C>
                          ASSETS
CURRENT ASSETS:
  Cash and deposits in banks ....................   $    582     $     79
  Trade accounts receivable .....................     30,277       10,423
  Inventory:
    Refined metals and concentrates for sale ....      8,930       14,115
    Metal and concentrates in process ...........     43,555       43,007
    Materials, supplies and spare parts .........      8,303       11,226
                                                    --------     --------
                                                      60,788       68,348
                                                    --------     --------
  Prepaid expenses ..............................      1,591        1,922
                                                    --------     --------
    Total current assets ........................     93,238       80,772
                                                    --------     --------
DEFERRED TAX AND WORKERS' PROFIT SHARING ........      4,262        2,853
PROPERTY, PLANT AND EQUIPMENT, net ..............     50,814       46,145
                                                    --------     --------
Total assets ....................................   $148,314     $129,770
                                                    --------     --------
                                                    --------     --------

               LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
  Bank loans ....................................   $ 15,068         --
  Accounts payable ..............................      9,026     $ 16,732
  Remuneration and taxes payable ................      4,709        4,535
  Advances from customers .......................     10,750         --
  Accrued liabilities ...........................      4,477        2,369
  Severance indemnities .........................      2,186        1,185
  Deposits of personnel's severance indemnities .      1,973         --
  Current portion of environmental liabilities ..        730        2,530
                                                    --------     --------
    Total current liabilities ...................     48,919       27,351
                                                    --------     --------
DEFERRED TAX AND WORKERS' PROFIT SHARING ........       --           --
ENVIRONMENTAL LIABILITIES, net of current
  portion........................................     20,820       19,020
                                                    --------     --------
    Total liabilities ...........................     69,739       46,371
                                                    --------     --------
NET ASSETS ......................................     78,575       83,399
                                                    --------     --------
Total liabilities and net assets ................   $148,314     $129,770
                                                    --------     --------
                                                    --------     --------
</TABLE>

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


                                      85
<PAGE>

          EMPRESA MINERA DEL CENTRO DEL PERU S.A. - CENTROMIN PERU S.A.
                                LA OROYA DIVISION

                       STATEMENTS OF REVENUES AND EXPENSES

                         (IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                    FOR THE
                                           FOR THE YEARS ENDED       PERIOD
                                               DECEMBER 31,       JANUARY 1 TO
                                         ----------------------    OCTOBER 23,
                                            1995         1996         1997
                                            ----         ----         ----
<S>                                      <C>          <C>          <C>
NET SALES ............................    $450,929     $456,797     $352,805
OPERATING COSTS AND EXPENSES:
   Costs of sales ....................     397,524      397,158      305,959
   Depreciation and amortization .....       4,729        5,353        4,730
   Administrative and general ........       4,479        5,660        5,223
   Selling and marketing .............       5,972        6,669        4,808
   Workers' profit sharing ...........       2,995        1,197        2,284
   Personnel reduction costs .........       2,504        3,894        1,490
                                          --------     --------      -------
                                           418,203      419,931      324,494
                                          --------     --------      -------
Operating income .....................      32,726       36,866       28,311
                                          --------     --------      -------
OTHER INCOME (EXPENSES):
   Interest and bank charges .........      (2,100)      (3,332)        (832)
   Exchange gains, net ...............       2,050        1,884          269
   Other, net (see Note 15) ..........      (3,848)     (25,401)      (1,486)
                                          --------     --------      -------
                                            (3,898)     (26,849)      (2,049)
                                          --------     --------      -------
Income before provision for income
  tax.................................      28,828       10,017       26,262
PROVISION FOR INCOME TAX .............      10,332        4,128        7,879
                                          --------     --------      -------
Net income ...........................    $ 18,496     $  5,889     $ 18,383
                                          --------     --------     --------
                                          --------     --------     --------

</TABLE>

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


                                      86
<PAGE>


          EMPRESA MINERA DEL CENTRO DEL PERU S.A. - CENTROMIN PERU S.A.
                                LA OROYA DIVISION

                       STATEMENTS OF CHANGES IN NET ASSETS

                         (IN THOUSANDS OF U.S. DOLLARS)


<TABLE>
<CAPTION>

                                                           NET ASSETS
                                                           ----------
<S>                                                        <C>
BALANCE AS OF JANUARY 1, 1995                              $  64,490
   Net income                                                 18,496
   Transfers from Centromin                                   24,681
                                                           ---------
BALANCE AS OF DECEMBER 31, 1995                              107,667
   Net income                                                  5,889
   Transfers to Centromin                                   (34,981)
                                                           ---------
BALANCE AS OF DECEMBER 31, 1996                               78,575
   Net income                                                 18,383
   Transfers to Centromin                                   (13,559)
                                                           ---------
BALANCE AS OF OCTOBER 23, 1997                             $  83,399
                                                           ---------
                                                           ---------
</TABLE>


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


                                      87
<PAGE>



          EMPRESA MINERA DEL CENTRO DEL PERU S.A. - CENTROMIN PERU S.A.

                                LA OROYA DIVISION

                            STATEMENTS OF CASH FLOWS

                         (In thousands of U.S. dollars)

<TABLE>
<CAPTION>

                                                                                                       FOR THE
                                                                        FOR THE YEARS ENDED      PERIOD JANUARY 1 TO
                                                                              DECEMBER 31,            OCTOBER 23,
                                                                        -------------------      -------------------
                                                                         1995          1996              1997
                                                                         ----          ----              ----
<S>                                                                     <C>          <C>              <C>
OPERATING ACTIVITIES:
  Net income                                                           $ 18,496      $  5,889         $ 18,383
    Add (less):
       Depreciation and amortization                                      4,729         5,353            4,730
       Deferred provision (benefit) of income tax and workers'
         profit sharing                                                   1,406        (6,360)           1,409
       Increase in environmental liabilities                                  -        21,550                -
       Other                                                             (1,281)         (610)             (61)
  Net changes in assets and liabilities:
     Decrease (increase) in trade accounts receivables                    1,679       (14,942)          19,854
     Decrease (increase) in inventory                                   (35,035)       54,208           (7,560)
     Decrease (increase) in prepaid expenses                                926           933             (331)
     Increase (decrease) in accounts payable                             (8,786)       (8,784)           7,706
     Increase (decrease) in remuneration and taxes payable                1,210          (566)            (174)
     Advances from (payments to) customers, net                          (3,749)        2,825          (10,750)
     Increase (decrease) in accrued liabilities                           1,004         1,211           (2,108)
     Decrease in severance indemnities                                   (5,324)      (19,042)          (1,001)
     Increase (decrease) in deposits of personnel's severance
       indemnities                                                        3,579        (1,606)          (1,973)
                                                                       --------      --------         --------
  Net cash provided by (used in) operating activities                   (21,146)       40,059           28,124
                                                                       --------      --------         --------
FINANCING ACTIVITIES:
  Repayments of bank loans, net                                          (3,534)       (4,558)         (15,068)
  Transfers (to) from Centromin                                          24,681       (34,981)         (13,559)
                                                                       --------      --------         --------
  Net cash provided by (used in) financing activities                    21,147       (39,539)         (28,627)
                                                                       --------      --------         --------
NET INCREASE (DECREASE) IN CASH AND DEPOSITS IN BANKS
                                                                              1           520             (503)
CASH AND DEPOSITS IN BANKS AT BEGINNING OF THE PERIOD
                                                                             61            62              582
                                                                       --------      --------         --------
CASH AND DEPOSITS IN BANKS AT THE END OF THE PERIOD
                                                                       $     62      $    582         $     79
                                                                       --------      --------         --------
                                                                       --------      --------         --------
CASH FLOWS ADDITIONAL INFORMATION
  Interest paid                                                        $  2,096      $  3,017         $  1,776
  Income tax paid (see Note 3)                                         $    -        $    -           $    -

</TABLE>


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


                                      88
<PAGE>


               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                   LA OROYA DIVISION

                          NOTES TO THE FINANCIAL STATEMENTS

               AS OF OCTOBER 23, 1997 AND DECEMBER 31, 1996 AND 1995


(1) BUSINESS AND DISPOSITION

         The metallurgical complex of La Oroya (hereinafter "La Oroya") a
division of Empresa Minera del Centro del Peru S.A.?Centromin Peru S.A.
(hereinafter "Centromin") is engaged in the smelting and refining of polymetalic
concentrates and marketing and sale of refined metals. La Oroya primarily smelts
and refines the concentrates of polymetalic ores from the mining units of
Centromin, which include copper, lead and zinc. The operations of La Orya are
conducted through the Centromin organization systems, which include
administrative, legal, operating tasks, and all other necessary functions that
support its operations.

         Centromin is engaged in mining activities as specified by the General
Mining Law (Supreme Decree 014-92-EM), as well as in industrial activities
necessary to sustain mining operations.

         On October 23, 1997, Centromin Peru S.A. contributed certain assets and
liabilities of La Oroya to a newly formed company, Metaloroya S.A.
("Metaloroya"), in exchange for shares in Metaloroya. Concurrent with the
transfer, Centromin sold all of the shares received to Doe Run Peru S.R.L. ("Doe
Run Peru"), a wholly owned subsidiary of Doe Run Mining S.R.L., an indirect
wholly owned subsidiary of The Doe Run Resources Corporation.

(2) 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         The financial statements of La Oroya division have been prepared in
accordance with the accounting principles generally accepted in the United
States of America ("U.S. GAAP"), which differ in certain significant respects
from generally accepted accounting principles in Peru. In addition, these
financial statements were prepared based on Centromin's accounting records
related to the metallurgical complex of La Oroya as if La Oroya had operated as
a separate entity and applying certain allocation methodologies, as specified in
Note 4.

         Unless otherwise  indicated,  all amounts in the financial
statements and in these notes are presented in thousands of U.S. dollars
(US$).

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORY

         Inventory is stated at the lower of cost or net realized value. The
cost of refined metals and concentrates for sale, as well as metal and
concentrates for sale, as well as metal and concentrates in process is
determined under the first-in, first-out method ("FIFO"). The cost of materials,
supplies and spare parts is determined using the average cost method.

PROPERTY, PLANT AND EQUIPMENT

              Property, plant and equipment are stated at cost. Depreciation is
calculated on a straight-line basis at the rates indicated in Note 8.
Maintenance and minor repairs are charged to expenses as incurred.
Material improvements and renewals are capitalized.


                                      89
<PAGE>


       EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                            LA OROYA DIVISION

                   NOTES TO THE FINANCIAL STATEMENTS


         In accordance with the Statement of Financial Accounting Standard No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS 121"), La Oroya's management has determined
that there is no impairment of its long-lived assets.

SEVERANCE INDEMNITIES

         Severance indemnities are determined according to governmental
regulations and are provided for on an accrual basis for the amount, which
would be paid if all personnel were to retire at the date of each statement
of assets and liabilities. Under Legislative Decree 650, an accrued liability
was established to recognize the liability for personnel severance
indemnities earned by employees prior to December 31, 1990. These severance
indemnities, which are adjusted for subsequent wage increases, are required
to be funded over a maximum term of ten years, beginning in June 1991. The
funding of this obligation eliminates any adjustment for subsequent wages
increases. In 1996, La Oroya fully funded this obligation. Liabilities
relating to personnel severance indemnities earned by employees after 1991
are accrued and semi-annually deposited into workers' individual bank
accounts.

REVENUE RECOGNITION

         Sales are recorded when title passes to the customer, which occurs at
the time of shipment. With respect to concentrates, sales are recorded based on
estimated weights, assays and prices. All such concentrate sales are adjusted
when final weights, assays and prices are known. Adjustments to the provisional
billings are made in the period during which additional information becomes
available.

INTEREST CAPITALIZATION

         Interest expense allocable to the construction of the oxygen plant of
US $4,297 was capitalized until the start-up of its operations in 1994.
Capitalized interest is expensed over the depreciable life of the asset to which
it relates.

INCOME TAX AND WORKERS' PROFIT SHARING

         La Oroya is included in Centromin's income tax return. According, La
Oroya has provided income tax and remitted to Centromin any tax payable,
calculated as if it were filing separate tax returns.

         Under Statement of Financial Accounting Standard No. 109, "Accounting
for Income taxes" ("SFAS 109"), which designates the liability method as the
required accounting method for taxes under U.S. GAAP, La Oroya recognizes the
tax effect of certain temporary differences between the financial reporting
basis of assets and liabilities and the related tax basis.

         Likewise, La Oroya recognizes the effect of temporary differences
between book and tax basis of assets and liabilities related to workers' profit
sharing on a basis similar to that used for income taxes.

(4) ALLOCATION METHODOLOGIES

         As described in Note 2, La Oroya's transactions are recorded in
Centromin's accounting systems. The operations of La Oroya conducted through
Centromin have been presented using assumptions and allocations which management
believes are reasonable. They include the following:

         (a)      Centromin's assets and liabilities not specifically
                  identifiable to La Oroya have not been allocated in the
                  accompanying financial statements. These are cash and bank
                  accounts, credit on value-added tax and liabilities to certain
                  suppliers of administrative services.


                                      90
<PAGE>

               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                    LA OROYA DIVISION

                            NOTES TO THE FINANCIAL STATEMENTS


         (b)      Sales have been allocated based on the preliminary and final
                  billings of the exported refined metals and concentrates
                  identified with La Oroya.

         (c)      Costs of production have been allocated based on the
                  following:

                  -        Concentrates acquired from Centromin's mining units
                           were transferred at market value as if La Oroya were
                           an independent party.

                  -        The depreciation  charge was based on the fixed
                           assets specifically identifiable to La Oroya.

                  -        Other allocated costs, included power, were based on
                           the ratio of La Oroya's usage to total usage by
                           Centromin (mainly time incurred and consumption of
                           goods and services).

         (d)      Expenses relating to corporate accounting, finance and
                  administrative services provided by Centromin have been
                  allocated based on the ratio of La Oroya's usage to total
                  usage by Centromin.

         (e)      Selling and marketing expenses have been allocated based on
                  usage estimated by management.

         (f)      Interest and bank charges are those which are directly related
                  to La Oroya's bank loans and overdrafts obtained during the
                  year.

         (g)      Workers' profit sharing and income tax were provided based on
                  the actual results as if La Oroya had been operating as a
                  separate entity.

(5) REMEASUREMENT INTO U.S. DOLLAR

         La Oroya maintains its accounting records in Peruvian Nuevos Soles.
Those financial statements have been remeasured into U.S. dollars, which is its
functional currency, for all periods presented, in accordance with SFAS 52 using
the following methodology:

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

         (b)      Monetary accounts in Peruvian currency have been remeasured at
                  the following free market exchange rates for buying (assets)
                  and selling (liabilities) in effect at the end of the
                  respective period, which are in Peruvian Nuevos soles per U.S.
                  dollar:

<TABLE>
<CAPTION>
                                                                     AS OF
                                                                   DECEMBER 31,           AS OF
                                                                ----------------       OCTOBER 23,
                                                                1995        1996           1997
                                                                ----        ----       -----------
                                 <S>                            <C>         <C>        <C>
                                 Assets                         2.299        2.596        2.667
                                 Liabilities                    2.322        2.603        2.669

</TABLE>


         (c)      Income and expenses, other than depreciation, that have
                  been remeasured at the historical exchange rates that applied
                  to the related assets, have been remeasured at average monthly
                  basis at average exchange rates. Cost of sales was determined
                  from its components once remeasured.


                                      91
<PAGE>



               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                 LA OROYA DIVISION

                         NOTES TO THE FINANCIAL STATEMENTS


The net effect of foreign exchange difference for each period is reflected in
the accompanying statement of revenues and expenses.

(6) FOREIGN CURRENCY TRANSACTIONS AND EXCHANGE RISK EXPOSURE

         Under current law, foreign currency transactions are made through the
financial banking system at free market exchange rates.

         The assets and liabilities denominated in Peruvian Nuevos Soles are as
follows (in thousands):

<TABLE>
<CAPTION>

                                                                   AS OF                AS OF
                                                                DECEMBER 31,         OCTOBER 23,
                                                                    1996                1997
                                                                ------------         -----------
<S>                                                             <C>                  <C>
Assets -
  Cash and deposits in banks                                          184                  169
  Accounts receivable                                               1,602                3,698
                                                                ---------            ---------
                                                                    1,786                3,867
                                                                ---------            ---------
Liabilities -
  Trade accounts payable                                            6,919                    6
  Remuneration and taxes payable                                   12,257               15,298
  Accrued liabilities                                               9,504                2,200
                                                                ---------            ---------
                                                                   28,680               17,504
                                                                ---------            ---------
  Net position                                                    (26,894)             (13,637)
                                                                ---------            ---------
                                                                ---------            ---------
</TABLE>


         The net  effects  of  exchange  differences  were  US$2,050  and
US$1,884  for the 1995  and 1996  years, respectively and US$269 for the
period from January 1 to October 23, 1997.


                                      92
<PAGE>



         EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                               LA OROYA DIVISION

                       NOTES TO THE FINANCIAL STATEMENTS


(7) MATERIALS, SUPPLIES AND SPARE PARTS

         This account is comprised of the following:

<TABLE>
<CAPTION>
                                                                   AS OF                AS OF
                                                                DECEMBER 31,         OCTOBER 23,
                                                                    1996                 1997
                                                                ------------         -----------
<S>                                                             <C>                  <C>
Materials, supplies and spare parts                                $8,335              $11,748
Supplies in transit                                                   490                    -
                                                                   ------              -------
                                                                    8,825               11,748
                                                                   ------              -------
Less - allowance for obsolescence                                    (522)                (522)
                                                                   ------              -------
                                                                   $8,303              $11,226
                                                                   ------              -------
                                                                   ------              -------

</TABLE>

         In management's opinion, the balance of the allowance for obsolescence
adequately covers the related risk as of each statement of assets and
liabilities date.


(8) PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

         This account is comprised of the following:

<TABLE>
<CAPTION>

DESCRIPTION                                                                                AS OF            AS OF
-----------                                                         ANNUAL RATE OF     DECEMBER 31,      OCTOBER 23,
                                                                    DEPRECIATION           1996             1997
                                                                    --------------     ------------      -----------
<S>                                                                 <C>                <C>               <C>
Land                                                                            -       $      97            $   97
Buildings and other premises                                            3% to 10%          21,335            21,335
Machinery and equipment                                              6.67% to 30%         112,072           112,072
Furniture and fixtures                                                 10% to 15%           1,388             1,388
Other equipment                                                        10% to 20%          13,153            13,153
Construction in progress                                                        -           3,005             3,005
                                                                                        ---------         ---------
                                                                                          151,050           151,050
Accumulated depreciation                                                                 (100,236)         (104,905)
                                                                                        ---------         ---------
                                                                                        $  50,814         $  46,145
                                                                                        ---------         ---------
                                                                                        ---------         ---------
</TABLE>


         Fully depreciated assets amounted to US$80,857 and US$80,907 as of
December 31, 1996 and October 23, 1997.

         There were no significant additions to property, plant and equipment
during the period presented above. The accounting records of Centromin do not
identify the minor additions to fixed assets (other than construction in
progress)


                                      93
<PAGE>


             EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                LA OROYA DIVISION

                       NOTES TO THE FINANCIAL STATEMENTS


by specific year and, therefore, it is not possible to determine fixed asset
additions specifically related to La Oroya in each year. Accordingly, in the
preparation of the accompanying financial statements, the fixed assets in
service at October 23, 1997 have been assumed to be in service as of each
balance sheet date and for each period presented.

(9) BANK LOANS

         Bank loans are short-term obligations, which were obtained from local
and foreign financial institutions for working capital purposes. As of December
31, 1996 and as of October 23, 1997, 100 percent of bank loans were denominated
in U.S. dollars. The fair value of these loans approximate their carrying value.

         The loans bear interest at international market rates. The weighted
average interest rate on bank loans at December 31, 1996 and October 23, 1997
was 6.5 percent and 6.7 percent, respectively.

(10) REMUNERATIONS AND TAXES PAYABLE

         This account is comprised of the following:

<TABLE>
<CAPTION>

                                                                   AS OF                AS OF
                                                                DECEMBER 31,         OCTOBER 23,
                                                                    1996                1997
                                                                ------------         -----------
<S>                                                             <C>                  <C>
Remunerations:
  Bonus                                                                 -               $1,023
  Vacations                                                        $1,465                1,248
  Vacation bonus                                                    1,229                1,109
  Payroll and other                                                   544                  102
                                                                   ------               ------
                                                                    3,238                3,482
                                                                   ------               ------


Taxes and contributions:
  Social security                                                     669                  275
  National housing fund                                               263                  150
  Private pension system                                              202                  161
  Income tax withholdings                                             211                  240
  Others                                                              126                  227
                                                                   ------               ------
                                                                    1,471                1,053
                                                                   ------               ------
  Total                                                            $4,709               $4,535
                                                                   ------               ------
                                                                   ------               ------

</TABLE>


                                      94
<PAGE>


                 EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                      LA OROYA DIVISION

                             NOTES TO THE FINANCIAL STATEMENTS


(11) ADVANCES FROM CUSTOMERS

         Advances from customers located abroad are denominated in U.S. dollars.
Advances bore interest at the rate of 8.5% per annum and are offset against
receivables resulting from subsequent sales. The fair value of these advances
approximate their carrying value at each date.

(12) ACCRUED LIABILITIES

         This account is comprised of the following:

<TABLE>
<CAPTION>
                                                                    AS OF          AS OF
                                                               DECEMBER 31,    OCTOBER 23,
                                                                   1996             1997
                                                               ------------    -----------
<S>                                                            <C>             <C>
Contingencies (see Note 17)                                        $1,808          $1,706
Interest and bank charges payable                                    $855               -
Withholdings to contractors                                           284             122
Personnel reduction accrual                                           953               -
Other                                                                 577             541
                                                                   ------          ------
                                                                   $4,477          $2,369
                                                                   ------          ------
                                                                   ------          ------
</TABLE>

(13) SEVERANCE INDEMNITIES

         According to current government regulations, the liability for
personnel severance indemnities earned by employees prior to December 31, 1990,
as adjusted for subsequent wage increases until such time as the liability is
funded, must be accrued and funded over a maximum term of 10 years, beginning in
June 1991. The funding of this obligation eliminates any retroactive adjustments
from subsequent wage increases. In 1996, La Oroya fully funded this obligation.
Obligations relating to personnel severance indemnities accrued subsequent to
1990 are paid semi-annually through deposits in workers' individual bank
accounts. The analysis of the account is as follows:

<TABLE>
<CAPTION>

                                                                    AS OF                 AS OF
                                                                 DECEMBER 31,           OCTOBER 23,
                                                                     1996                  1997
                                                                 ------------           ----------
<S>                                                              <C>                    <C>
Balance at the beginning of period                                  $  21,228              $ 2,186
  Provision                                                             5,926                2,154
  Payments and advances                                               (23,365)              (2,960)
  Exchange difference                                                  (1,603)                (195)
                                                                    ---------              -------
Balance at the end of period                                        $   2,186              $ 1,185
                                                                    ---------              -------
                                                                    ---------              -------

</TABLE>


         In addition, as of December 31, 1996, certain employees had elected to
deposit their indemnity payments amounting to US$1,973 respectively, with
Centromin. In 1997, all such indemnity liabilities were transferred to banks as
directed by each employee.


                                      95
<PAGE>


              EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                   LA OROYA DIVISION

                         NOTES TO THE FINANCIAL STATEMENTS


(14) TAXATION AND WORKERS' PROFIT SHARING

         Centromin is subject to the Peruvian tax regulations, which require
that income tax be determined based on financial statements adjusted to reflect
the changes in the wholesale price level, following the methodology prescribed
by Legislative Decree 797. The statutory income tax rate in Peru is 30% of the
taxable income. In 1992, the Peruvian law established an alternative minimum tax
of 2 percent, which is calculated based on the total assets. Beginning in 1994,
exporting corporations may deduct from the minimum income tax base the accounts
receivable and inventories related to export activities and the value of fixed
assets acquired during the current year, for two consecutive years. In May 1997,
the minimum income tax was abrogated and an extraordinary tax was imposed equal
to 0.5% of the net assets declared in the 1996 income tax return. This tax
constitutes a credit against the monthly income tax prepayments made from July
through December 1997 and the regularization payment for the 1997 year.

         La Oroya is included in Centromin's tax return. As such it has provided
income tax, and remitted any tax due to Centromin, based upon the statutory tax
rate in effect for each period, applied as if La Oroya filed a separate income
tax return.

         In May 1994, Centromin signed a Tax Stabilization Agreement with the
Peruvian government for a ten-year period beginning in 1997.

         The following conditions would be guaranteed to Centromin:

         -        Utilization of the tax rules prevailing on April 25, 1994.

         -        Custom duties will be calculated at rates ranging from 15% to
                  25%.

         -        Free commercialization of its products.

         -        No restriction in the use of proceeds from export sales.

         -        Free conversion of foreign currency generated by local sales.

         -        No discrimination in foreign currency transactions.

         In accordance with current workers' profit sharing government
regulations, La Oroya's workers have the right to receive 8 percent of La
Oroya's taxable income, of which 50 percent is distributed among all employees
based on the number of days worked by each employee and the remaining amount is
distributed in proportion to their salaries. Such profit sharing is limited to
18 times the annual salary for each worker. Any excess is to be reserved and
expended for training of workers.


                                      96
<PAGE>

             EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                LA OROYA DIVISION

                        NOTES TO THE FINANCIAL STATEMENTS


         The provision for income tax and workers' profit sharing is comprised
of the following for each of the years in the period ended December 31, 1996 and
for the period from January 1 to October 23, 1997:

<TABLE>
<CAPTION>
                                                                  1995                1996                 1997
                                                                  ----                ----                 ----
<S>                                                              <C>                 <C>                  <C>
Current provision                                                $11,921             $11,685              $ 8,754
Deferred provision (benefit)                                       1,406              (6,360)               1,409
                                                                 -------             -------              -------
Total                                                            $13,327             $ 5,325              $10,163
                                                                 -------             -------              -------
                                                                 -------             -------              -------
   Income tax                                                    $10,332             $ 4,128              $ 7,879
   Workers' profit sharing                                         2,995               1,197                2,284
                                                                 -------             -------              -------
                                                                 $13,327              $5,325              $10,163
                                                                 -------             -------              -------
                                                                 -------             -------              -------
</TABLE>

         The following are the components of deferred tax and workers' profit
sharing assets (liability) at December 31, 1996 and October 23, 1997:

<TABLE>
<CAPTION>
                                                                              1996                 1997
                                                                              ----                 ----
<S>                                                                          <C>                 <C>
Environmental costs not deducted in tax return                               $ 7,672             $ 7,672
Tax depreciation in excess of book depreciation                               (4,104)             (5,283)
Contingencies not deducted in tax return                                         644                 644
Other                                                                             50                (180)
                                                                             -------             -------
                                                                             $ 4,262             $ 2,853
                                                                             -------             -------
                                                                             -------             -------
</TABLE>

         The reconciliation of the income tax provision computed at the
statutory Peruvian income tax rate to the provision for income tax recorded on a
U.S. GAAP basis in the statements of revenues and expenses is as follows:

<TABLE>
<CAPTION>
                                                                    1995          1996         1997
                                                                    ----          ----         ----
<S>                                                                <C>           <C>           <C>
Income before income tax                                           $28,828      $10,017       $26,262
Statutory tax rate                                                     30%          30%           30%
                                                                   -------      -------       -------
Income tax provision at statutory tax rate                           8,648        3,005         7,879
Effects of items increasing (decreasing) the effective tax
  rate:
  Permanent items
  Write off of unrecoverable taxes                                     883            -             -
  Tax penalties and assessments                                          -          335             -
  Adjustment of inventory affecting years prior to 1994              1,270            -             -
  Adjustment of inventory affecting 1995 and 1996                    (616)          616             -
  Other                                                                147          172             -
                                                                   -------      -------       -------
Actual provision for income tax                                    $10,332      $ 4,128       $ 7,879
                                                                   -------      -------       -------
                                                                   -------      -------       -------
</TABLE>

                                      97
<PAGE>



               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                LA OROYA DIVISION

                         NOTES TO THE FINANCIAL STATEMENTS


 (15) OTHER INCOME AND (EXPENSES)

         This caption includes the following:


<TABLE>
<CAPTION>
                                                                                                            FOR THE
                                                                                                             PERIOD
                                                                                                          JANUARY 1 TO
                                                                   FOR THE YEARS ENDED DECEMBER 31,       OCTOBER 23,
                                                                       1995                1996               1997
                                                                       ----                ----               ----
<S>                                                                  <C>               <C>                  <C>
Income:
  Storage and other services                                          $   470            $  1,038           $ 1,226
  Other                                                                   434                   -               706
                                                                      -------            --------           -------
                                                                          904               1,038             1,932
                                                                      -------            --------           -------
Expenses:
  Privatization costs                                                       -              (3,570)           (3,200)
  Environmental program                                                     -             (21,550)                -
  Write off of unrecoverable taxes                                     (2,944)                  -                 -
  Contingencies                                                        (1,808)                  -                 -
  Tax penalties and assessments                                             -              (1,116)                -
  Other                                                                     -                (203)             (218)
                                                                      -------            --------           -------
                                                                       (4,752)            (26,439)           (3,418)
                                                                      -------            --------           -------
  Other, net                                                          $(3,848)           $(25,401)          $(1,486)
                                                                      -------            --------           -------
                                                                      -------            --------           -------
</TABLE>

         The privatization costs include costs related to moving La Oroya's
personnel away from the metallurgical complex of Centromin. These costs consist
mainly of demolition and construction of apartments, colleges and parks at the
new location.

(16) PERSONNEL REDUCTION COSTS

         La Oroya recognized a charge in 1995 of US$2,504 related to the first
part of its personnel reduction program. This amount was fully paid in 1995. In
January 1996, the Board of Directors approved a second personnel reduction
program which applied to an additional 600 workers. The estimated cost of
US$3,894 was recorded in expenses in 1996. An additional provision of US$1,490
was recorded in the period from January 1 to October 23, 1997, in connection
with the second personnel reduction program.

(17) COMMITMENTS AND CONTINGENCIES

ENVIRONMENTAL MATTERS

         In 1995, in compliance with Supreme Decree 016-93-EM, amended by
Supreme Decree 059-93-EM, (Regulation for the Environmental Protection in the
Mining and Metallurgical Activities), Centromin filed a preliminary evaluation
of its mining units and of the smelter and refineries in La Oroya, which were
approved by the Ministry of Energy and Mining (the competent authority).


                                      98
<PAGE>



               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                   LA OROYA DIVISION

                            NOTES TO THE FINANCIAL STATEMENTS


         At the date of that report, in compliance with the provisions of such
decrees and according to the preliminary evaluation above mentioned, Centromin
prepared a Programa de Adecuacion y Manejo Ambiental (Environmental Adjustment
and Management Program) (the "PAMA") for La Oroya metallurgical complex. The
program comprises the development of engineering projects to remediate any
existing environmental problems and to comply with current environmental
regulations. This program, which was approved by the competent authority in
January 1997, establishes total future disbursements of US$21.5 million to
remediate the damages to the environment and to establish methods of compliance
with current environmental regulations. The Company recognized a charge to
operations in 1996 for the estimated cost of such remedial actions (see Note
15).

         The remediation program and the investment in environmental control
equipment required to comply with current regulations is to be implemented over
a ten year period beginning in 1997. Management expects that the cost of future
investments, principally for pollution control equipment, will be capitalized in
future periods and depreciated over the periods to be benefited.

         In accordance with a revised program approved by the Ministry of Energy
and Mining, the disbursements are estimated by management to be as follows:

<TABLE>
<CAPTION>

                                                         REMEDIATION             FUTURE               TOTAL
                                                            COSTS             EXPENDITURE             -----
                                                         -----------          FOR CONTROL
                                                                               EQUIPMENT
                                                                              -----------
<S>                                                      <C>                  <C>                     <C>
1997                                                            $730                    -                 $730
1998                                                           1,800               $2,700                4,500
1999                                                           1,950                3,612                5,562
2000                                                           4,000                4,963                8,963
2001                                                           3,750                3,300                7,050
2002                                                           2,050                3,800                5,850
2003                                                           2,100                3,000                5,100
2004                                                           2,100                2,775                4,875
2005                                                           3,070               38,700               41,770
2006                                                               -               44,725               44,725

  Total                                                      $21,550             $107,575             $129,125

</TABLE>

         In addition, PAMA estimated the cost to eventually close the
metallurgical complex of La Oroya at US$24 million. No provision has been
recorded for this amount, since there are no plans to close the complex.

         The timing and amounts listed in the above table are estimates and
actual amounts and timing of payments could vary from the estimates.
Furthermore, in accordance with the Article 9 of the rules of the General Law on
Mining, annual expenditures for environmental remediation and control cannot be
less than 1 percent of total sales.

POTENTIAL TAX ASSESSMENTS

         Centromin's income tax returns of 1993 through 1996, as well as the net
worth tax returns of 1992 and 1993, are pending review by the National
Superintendency of Tax Administration. No significant liabilities arose as a
result of the 1992 income tax return review. If tax assessments were made, any
tax, interest or surcharges would be charged to expense in the years in which
the assessment is known. In the opinion of Centromin's management there are no
matters that should result in significant additional tax assessments.


                                      99
<PAGE>



               EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                 LA OROYA DIVISION

                          NOTES TO THE FINANCIAL STATEMENTS


INVESTMENT PROGRAM

         As discussed in Note 14, in May 1994 Centromin signed a Tax
Stabilization Agreement with the Peruvian Government for a ten-year period
beginning the year in which Centromin meets the Investment Program for La Oroya
metallurgical complex, which was then estimated at US$11.1 million. The
investment program was completed in December, 1996. In March 1997, the Mining
Bureau approved the completion of the Investment Program. Actual expenditures
amounted to approximately US$11.5 million.

CONTINGENCIES

         At October 23, 1997, La Oroya metallurgical complex has legal suits
aggregating US$15.7 million related to labor matters. The financial statements
include a reserve of US$1.7 million (see note 12) estimated to cover the cost of
defending and settling such matters. In management and legal advisors' opinion,
the ultimate outcome of these suits will not result in a material adverse effect
on La Oroya's financial position and results of operations.

         In addition, there is a contingency amounting to approximately US$12
million, related to demands filed by 19 local mining companies, which are
claiming the refund of value-added-tax withheld by La Oroya from 1975 to 1980.
In opinion of La Oroya's management and its legal advisors, the ultimate outcome
of these demands will be favorable to La Oroya.

SALES COMMITMENTS AND CONCENTRATION

         La Oroya derives its revenue from the sale of its refined metals and
concentrates to several customers. La Oroya's three largest customers accounted
for: 11%, 6% and 6%, respectively, of net sales in the period from January 1 to
October 23, 1997. The percentages in 1995 were 15%, 14% and 12% and in 1996 were
11%, 7% and 6%. These customers have sales contracts, which guarantee their
supply at prices derived from international market quotations.

(18) RELATED PARTY TRANSACTIONS

         Expenses allocated from Centromin to the operations of La Oroya related
primarily to accounting and administrative support services. These expenses
amounted to US$5,223 in the period from January 1 to October 23, 1997, US$5,660
in 1996 and US$4,479 in 1995.

         Purchases of concentrates of polymetalic ores from the mining units of
Centromin were:

<TABLE>
<CAPTION>
                                                                                           PERCENTAGE OF
                                                                           VALUE OF       THE TOTAL VALUE
PERIOD                                                                    PURCHASES          OF PURCHASE
------                                                                    ---------       ---------------
<S>                                                                       <C>             <C>
1995                                                                       $182,218              58%
1996                                                                        178,018              67
For the period from January 1 to October 31, 1997                           135,644              59

</TABLE>


                                      100
<PAGE>



              EMPRESA MINERA DEL CENTRO DEL PERU S.A.-CENTROMIN PERU S.A.

                                  LA OROYA DIVISION

                         NOTES TO THE FINANCIAL STATEMENTS



(19) GEOGRAPHIC DATA

         The following is an analysis of net sales by geographic region:


<TABLE>
<CAPTION>
                                                                                                       FOR THE
                                                                                                        PERIOD
                                                                           AS OF DECEMBER 31,        JANUARY 1 TO
                                                                           -------------------        OCTOBER 23,
                                                                             1995         1996           1997
                                                                             ----         ----           ----
<S>                                                                        <C>          <C>           <C>
USA                                                                        $105,837     $184,546      $ 94,050
Latin America                                                               201,631      162,620       165,866
Asia                                                                        112,401       84,964        65,975
Europe                                                                       31,060       24,667        26,914
                                                                           --------     --------      --------
                                                                           $450,929     $456,797      $352,805
                                                                           --------     --------      --------
                                                                           --------     --------      --------

</TABLE>

(20) SUBSEQUENT EVENT

         In the Extraordinary Shareholders' Meetings of Doe Run Peru and
Metaloroya held on November 3, 1997, the merger of Metaloroya into Doe Run Peru
was approved, the surviving company being Doe Run Peru. The merger will be on
December 30, 1997.













                                      101

<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 ....................  65     Chairman and sole Director of the Company, Doe Run Cayman and FPI
  Jeffrey L. Zelms ....................  55     Vice Chairman, President and Chief Executive Officer of the Company
                                                and President of Doe Run Cayman
  Marvin K. Kaiser ....................  58     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 .................  55     Vice President Sales and Marketing of the Company
  Kenneth R. Buckley ..................  61     Vice President of the Company and General Manager of Doe Run
                                                Mining, Doe Run Peru and Cobriza
  John E. FitzSimmons .................  54     Vice President Primary Smelting
  Jerry L. Pyatt ......................  44     Vice President Secondary Smelting of the Company, President FPI
  Juan Carlos Huyhua, Ph.D ............  47     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.

                                       102
<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:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                  LTIP
                                                                           Annual               Payouts(b)
                                                                        Compensation(a)          Payouts
                                                       Fiscal      ------------------------     Long-term        All Other
             Name and Position                          Year         Salary        Bonus       Compensation    Compensation(c)
             -----------------                         ------      ----------    ----------    ------------    ---------------
<S>                                                    <C>         <C>           <C>           <C>             <C>
   Ira Leon Rennert(d)                                  1999                -             -             -       $2,400,000
      Chairman of the Board and sole Director           1998                -             -             -        4,311,004
                                                        1997                -             -             -        1,200,000

   Jeffrey L. Zelms                                     1999       $  253,821    $  450,000             -           68,401
      Vice Chairman, President and Chief                1998          251,952       450,000    $  125,000           33,042
       Executive Officer                                1997          240,000       100,000       262,068           34,885

   Marvin K. Kaiser                                     1999          195,000        80,000             -           38,851
       Vice President and Chief Financial Officer       1998          187,200       180,000        25,000           18,558
                                                        1997          156,000        74,000        52,414           22,164

   Richard L. Amistadi                                  1999          187,500        75,000             -           37,517
       Vice President Sales and Marketing               1998          180,000        75,000        37,500           17,471
                                                        1997          163,248        60,000        78,620           23,197

   Kenneth R. Buckley                                   1999          185,400       155,900                        124,219
       Vice President                                   1998          186,398       225,000        12,500          120,356
                                                        1997          142,132        60,000        26,207           21,657

  John E. FitzSimmons                                   1999          149,435        80,000             -           27,402
       Vice President Primary Smelting                  1998          142,248        80,000             -           22,600
                                                        1997          135,312        70,000        52,414           20,540

</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
     1999 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 $44,645,
     $34,051, $32,717, $3,097, $25,554 and $22,601, respectively, and
     $23,756 of life insurance premiums and medical expenses for Mr. Zelms
     and $2,982 of medical expenses and $98,665 of expatriate compensation,
     including relocation, for Mr. Buckley.

(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

                                       103
<PAGE>

     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        1999 (a)
                                                       ----------      ---------     ------------
<S>                                                    <C>             <C>           <C>
         Jeffrey L. Zelms ..............................  5.0%           4/7/94       $1,095,400
         Marvin K. Kaiser ..............................  1.0            4/7/94          219,080
         Richard L. Amistadi ...........................  1.5            4/7/94          328,620
         Kenneth R. Buckley ............................  0.5            4/7/94          109,540
         Kenneth R. Buckley - Peru Credit ..............  1.0(b)       10/23/97          310,230
         John E. FitzSimmons ...........................  1.0            4/7/94          219,080

</TABLE>

-----------

(a)      Represents the gross aggregate amount that each participant is entitled
         to receive as of October 31, 1999, subject to the vesting terms of the
         applicable agreement.

(b)      Peru credit for Mr. Buckley vests 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.

                                       104
<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.

                               PENSION PLAN TABLE
<TABLE>
<CAPTION>
                                          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, 1999, the following officers had completed the
number of years of service indicated opposite their names: Jeffrey L. Zelms,
31 years; Marvin K. Kaiser, 6 years; Richard L. Amistadi, 31 years; Kenneth
R. Buckley, 22 years; John E. FitzSimmons, 33 years. Covered compensation
under the Plan for the year ended October 31, 1999 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, 2000, except for Mr. Buckley's,
which expires December 31, 2000. The agreements are automatically renewable
there after for additional one-year terms. 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.

                                       105
<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>
                                                                                          Number of
Name                                                                                       Shares       Percent
----                                                                                      ---------     -------
<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, 2000 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, 2000. In the year ended October 31, 1999, 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 umbrella. The cost of such
insurance, without markup, is reimbursed by the Company as incurred. The
total insurance cost

                                       106
<PAGE>

reimbursed under the Renco insurance programs in fiscal 1999 was
approximately $5.2 million, of which Doe Run financed $1.5 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.

                                       107
<PAGE>

                                     PART IV

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

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

         1.  FINANCIAL STATEMENTS (included in Part II, Item 8):                                         Page #
                                                                                                         ------
             a) The Doe Run Resources Corporation
                 Independent Auditors' Report                                                               24
                 Consolidated Balance Sheets - October 31, 1999 and 1998                                    25
                 Consolidated Statements of Operations - Years ended October 31, 1999, 1998,
                    and 1997                                                                                26
                 Consolidated Statements of Comprehensive Income and Shareholders' Equity -
                    Years ended October 31, 1999, 1998 and 1997                                             27
                 Consolidated Statements of Cash Flows - Years ended October 31, 1999, 1998,
                    and 1997                                                                                28
                 Notes to Consolidated Financial Statements                                              29-61

             b) Doe Run Peru S.R.L
                 Independent Auditors' Report                                                               62
                 Report of Independent Accountants                                                          63
                 Combined Balance Sheets - October 31, 1999 and 1998                                        64
                 Combined Statements of Operations - Years ended October 31, 1999 and 1998,
                    and for the period from October 23, 1997 to October 31, 1997                            65
                 Combined Statements of Shareholders' Equity - Years ended October 31, 1999
                    and 1998, and for the period from October 23, 1997 to October 31, 1997                  66
                 Combined Statements of Cash Flows - Years ended October 31, 1999 and 1998,
                    and for the period from October 23, 1997 to October 31, 1997                            67
                 Notes to Combined Financial Statements                                                  68-83

             c) Empresa Minera del Centro del Peru S.A. - Centromin Peru S.A.
                 Report of Independent Accountants                                                          84
                 Statements of Assets and Liabilities - October 23, 1997 and December 31, 1996              85
                 Statement of Revenues and Expenses - Period from January 1 to October 23,
                    1997 and years ended December 31, 1996, and 1995                                        86
                 Statement of Changes in Net Assets - Period from January 1 to October 23,
                    1997 and years ended December 31, 1996, and 1995                                        87
                 Statements of Cash Flows - Period from January 1 to October 23, 1997 and
                    years ended December 31, 1996, and 1995                                                 88
                 Notes to Consolidated Financial Statements                                              89-101

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

                 Independent Auditor's Report                                                               109
                 Schedule II  Valuation and Qualifying Accounts                                             110

                  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>

                                       108
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

Under date of December 10, 1999, we reported on the consolidated balance
sheets of The Doe Run Resources Corporation and subsidiaries as of October
31, 1999 and 1998, 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, 1999, 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 10, 1999

                                       109

<PAGE>

                                                                     SCHEDULE II

                        THE DOE RUN RESOURCES CORPORATION

                        Valuation and Qualifying Accounts

                  Years ended October 31, 1999, 1998, and 1997

                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                     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, 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
Year ended October 31, 1997:
    Applied against asset accounts:
       Allowance for doubtful accounts                $     947             59           277              729
       Allowance for inventory obsolescence           $   4,866            386           275            4,977

</TABLE>


                                       110

<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


                                                       1/26/2000
                                          ----------------------------------
                                                         (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               1/26/2000
                                                                 ----------------------             -----------
                                                                       Signature                        Date

Jeffrey L. Zelms
Vice Chairman, President and Chief Executive Officer
(principal executive officer)                                     /s/ Jeffrey L. Zelms               1/26/2000
                                                                 ----------------------             -----------
                                                                       Signature                        Date


Marvin K. Kaiser
Vice President and Chief Financial Officer
(principal financial and accounting officer)                      /s/ Marvin K. Kaiser               1/26/2000
                                                                 ----------------------             -----------
                                                                        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.

                                       111
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.                    Description
---------                 -----------
<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 111/4% Senior Notes due 2005,
           Series A, Floating Interest Rate Senior Notes due 2003, Series
           A, 111/4% 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 111/4% Senior Secured Notes due 2005, Series A and 111/4%
           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 111/4% 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
  10.6     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 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

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           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)
  10.10    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)
  27.1     Financial Data Schedule
  27.2     Restated Financial Data Schedule

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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)      Filed with this Form 10K.


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