<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                FORM 10-K/A NO. 2
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2001

                       COMMISSION FILE NUMBER 333-49957-01


                           EAGLE-PICHER HOLDINGS, INC.

                             A Delaware Corporation

                         I.R.S. Employer Identification
                                 NO. 13-3989553

    250 EAST FIFTH STREET, SUITE 500, P. O. BOX 779, CINCINNATI, OHIO 45201

               Registrant's telephone number, including area code:
                                  513-721-7010


      Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act: None

    EAGLE-PICHER HOLDINGS, INC. IS FILING THIS REPORT VOLUNTARILY IN ORDER TO
         COMPLY WITH THE REQUIREMENTS OF THE TERMS OF ITS 9 3/8% SENIOR
         SUBORDINATED NOTES AND 11 3/4% SERIES B CUMULATIVE EXCHANGEABLE
       PREFERRED STOCK AND IS NOT REQUIRED TO FILE THIS REPORT PURSUANT TO
        EITHER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      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 Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

Yes [X] No [ ] (See explanatory note immediately above.)

      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 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]

      No voting stock is held by non-affiliates of the registrant.

      Indicate by check mark whether Eagle-Picher Industries, Inc., an
additional registrant on this filing, has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.

Yes [ ]  No [X]

1,000,000 shares of common capital stock, $.01 par value each, were outstanding
at February 14, 2002.
<PAGE>
                         TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
                                      JURISDICTION                     IRS EMPLOYER
                                    INCORPORATION OR    COMMISSION    IDENTIFICATION
NAME                                  ORGANIZATION      FILE NUMBER       NUMBER
----                                  ------------      -----------       ------
<S>                                 <C>               <C>             <C>
Eagle-Picher Industries, Inc.             Ohio           333-49957     31-0268670
Daisy Parts, Inc.                       Michigan      333-49957-02     38-1406772
Eagle-Picher Development Co., Inc.      Delaware      333-49957-03     31-1215706
Eagle-Picher Far East, Inc.             Delaware      333-49957-04     31-1235685
Eagle-Picher Minerals, Inc.              Nevada       333-49957-06     31-1188662
Eagle-Picher Technologies, LLC          Delaware      333-49957-09     31-1587660
Hillsdale Tool & Manufacturing Co.      Michigan      333-49957-07     38-0946293
EPMR Corporation (f/k/a Michigan        Michigan      333-49957-08     38-2185909
   Automotive Research Corp.)
</TABLE>

                              REASON FOR AMENDMENT

EAGLE-PICHER HOLDINGS, INC. IS FILING THIS FORM 10-K/A AS A FURTHER AMENDMENT TO
THE ORIGINAL FORM 10-K FILED ON FEBRUARY 15, 2002, (AND AS PREVIOUSLY AMENDED
MARCH 8, 2002) IN ORDER TO INCORPORATE DISCLOSURES IN THE COMPANY'S MD&A SECTION
AND AUDITED GUARANTOR INFORMATION AND OTHER NOTE DISCLOSURES IN THE CONSOLIDATED
FINANCIAL STATEMENTS.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                                                                                 PAGE
----                                                                                                 ----
<S>   <C>                                                                                            <C>
                                     PART I

1.    Business.....................................................................................    1
2.    Properties...................................................................................    7
3.    Legal Proceedings............................................................................    9
4.    Submission of Matters to a Vote of Security Holders..........................................   14

                                     PART II

5.    Market for the Registrant's Common Equity and Related Stockholder Matters....................   15
6.    Selected Financial Data......................................................................   15
7.    Management's Discussion and Analysis of Financial Condition and Results of Operations........   16
7a.   Quantitative and Qualitative Disclosures About Market Risk...................................   29
8.    Financial Statements and Supplementary Data..................................................   31
9.    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.........   69

                                     PART III

10.   Directors and Executive Officers of the Registrant...........................................   69
11.   Executive Compensation.......................................................................   71
12.   Security Ownership of Certain Beneficial Owners and Management...............................   76
13.   Certain Relationships and Related Transactions...............................................   77

                                     PART IV

14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............................   78
      Signatures...................................................................................   84
      Certifications...............................................................................   93
      Exhibit Index................................................................................   94
</TABLE>


                                       i
<PAGE>
                                     PART I

ITEM 1. BUSINESS

General Development of Business

      Eagle-Picher Holdings, Inc. ("EP Holdings") was incorporated under the
laws of the State of Delaware in 1997 by Granaria Industries B.V. to serve as
the vehicle to acquire Eagle-Picher Industries, Inc., an Ohio corporation
("EPI"). EP Holdings does not conduct any business of its own, rather EP
Holdings acts as the holding company of EPI.

      EPI is a diversified manufacturer of hundreds of products for the
automotive, defense and aerospace markets, as well as other industrial markets.
Founded in 1843, EPI began as a manufacturer of paint pigments, marketed under
the brand name Eagle White Lead. In 1876, the Picher family of Joplin, Missouri
formed the Picher Lead Mining Company. The two firms merged in 1916 forming the
Eagle-Picher Lead Company, which was renamed Eagle-Picher Industries, Inc. in
1966 to reflect its ongoing expansion into a wide and diversified group of
industries. EPI conducts its business through both unincorporated divisions and
separately incorporated subsidiaries. EPI is the only subsidiary of EP Holdings.
Therefore, EP Holdings' results of operations and cash flow approximate those of
EPI. Unless the context indicates otherwise, the term the "Company" as used
herein refers to EP Holdings and its subsidiaries. References to divisions of
the Company include both unincorporated divisions and separately incorporated
subsidiaries.

      As a result of sales prior to 1971 of asbestos-containing insulation
materials, EPI became the target of numerous lawsuits seeking damages for
illness resulting from exposure to asbestos. By the end of 1990, EPI had paid
hundreds of millions of dollars to asbestos litigation plaintiffs and their
lawyers. In January of 1991, EPI filed for protection under chapter 11 of the
U.S. Bankruptcy Code as a direct consequence of cash shortfalls attributable to
pending asbestos litigation liabilities. On November 18, 1996, the U.S.
Bankruptcy Court together with the U.S. District Court for the Southern District
of Ohio, issued an order confirming the Third Amended Plan of Reorganization
(the "Plan") of EPI and seven of its domestic subsidiaries. The Plan became
effective November 29, 1996. The Order confirming the Plan contains a permanent
injunction which precludes holders of present and future asbestos-related or
lead-related personal injury claims from pursuing their claims against the
reorganized EPI. Consequently, EPI has no further liability in connection with
such asbestos-related or lead-related personal injury claims. Instead, those
claims will be channeled to the Eagle-Picher Industries, Inc. Personal Injury
Settlement Trust (the "PI Trust") which is an independently administered
qualified settlement trust established to resolve and satisfy those claims.
Under the terms of the Plan, all of the outstanding common stock of EPI was
cancelled and newly issued common stock of the reorganized EPI was contributed
to the PI Trust, together with certain notes and cash. On February 24, 1998, EP
Holdings acquired EPI from the PI Trust for $702.5 million.

      Effective December 14, 2001, the Company sold certain of the assets of its
Construction Equipment Division. This division represented the Company's entire
Machinery Segment. The sale price was $6.1 million in cash plus assumption of
approximately $6.7 million of current liabilities. The Company retained the land
and buildings of the Construction Equipment Division's main facility in Lubbock,
Texas and leased the facility to the buyer of the division's assets and business
for a five year term. The buyer has an option to buy the facility for $2.5
million, increasing $100,000 per year over the term. The Company also retained
approximately $2.3 million book value of raw materials inventory, which the
buyer agreed to purchase within one year, and approximately $0.9 million of
accounts receivable.

      During 2000, as part of its previously announced program to focus
management, technical and financial resources on core businesses, the Company
completed the sale of its Ross Aluminum Foundries, Fluid Systems, Michigan
Automotive Research Corporation, Rubber Molding, and Cincinnati Industrial
Machinery divisions for aggregate net proceeds of $85.0 million. These divisions
are referred to herein as the "Divested Divisions."

      On June 30, 2000 the Company's Technologies Division acquired the stock of
BlueStar Battery Systems Corporation for $4.9 million in cash. Immediately
following the transaction the name of the corporation was changed to
Eagle-Picher Energy Products Corp. ("EPEP"). EPEP manufactures batteries using
lithium based technology, which is of strategic importance to the battery
manufacturing operations at the Technologies Division. Substantially all of
EPEP's products are sold to the United States Army, a branch of the military
previously not counted among the significant customers of the Technologies
Division.


                                       1
<PAGE>
      The Company's Technologies Division acquired the assets of the
isotopically depleted zinc business of Isonics Corporation for $8.2 million
effective December 1, 1999. The Technologies Division paid $6.7 million of the
purchase price at the closing, and the remaining $1.5 million is payable in
three annual $.5 million installments, subject to certain contingencies. The
Company is disputing its obligation to make the remaining $1.5 million of
deferred payments. See Item 3--Legal Proceedings. Isotopically depleted zinc is
used as a corrosion inhibiting additive to water in nuclear reactors. This
product compliments the enriched boron products sold by the Technologies
Division to enhance the safety and efficiency of nuclear power plants.

      The Company's Hillsdale Division acquired the stock of Charterhouse
Automotive Group, Inc., a holding company whose only operating subsidiary was
Carpenter Enterprises Limited ("Carpenter"), as of March 1, 1999 for a purchase
price of approximately $73.0 million. Carpenter is a supplier of precision
machined components to the automotive industry with operations, products and a
customer base complimentary to those of the Hillsdale Division. Immediately
following the transaction Charterhouse Automotive Group, Inc. was merged into
Carpenter.

      The Company's new management team is completing a strategic and
operational review of the Company's businesses, including a review of portfolio
mix, within the limits of the Company's financial resources and credit
instruments.

Financial Information About Industry Segments

      Commencing with the Company's fiscal year ending November 30, 2000, the
Company changed the composition of its reportable business segments to include
the following three segments:

      1. Automotive;

      2. Technologies; and

      3. Minerals.

Prior to March 1, 2001, the Company also operated a Machinery Segment; from that
date until its sale as of December 14, 2001 the Company treated the Machinery
Segment as a discontinued operation. The Company has restated items of segment
information for earlier periods in order to facilitate comparison. Industry
segment data is included in the Company's Consolidated Financial Statements for
the years ended November 30, 2001, 2000 and 1999. See Note P to the Consolidated
Financial Statements contained in Item 8 below.

Narrative Description of Business

THE AUTOMOTIVE SEGMENT

      The Automotive Segment consists of the Company's Hillsdale and Wolverine
Divisions. Together these two divisions produce systems, components and raw
materials for passenger cars, trucks, vans and sport utility vehicles. These
products are sold to major automotive manufacturers and their suppliers in North
America, Europe and Asia. The Automotive Segment's products can be broken down
into two categories: Precision Machined Components and Rubber Coated Metal
Products. The following table sets forth the percentage of the Company's
Consolidated Net Sales contributed by each product category:

<TABLE>
<CAPTION>
                                                    2001        2000        1999
                                                    ----        ----        ----
<S>                                                 <C>         <C>         <C>
      Precision Machined Components.............    50.9%       49.5%       42.5%
      Rubber Coated Metal Products..............    10.7%       10.9%       10.1%
      Divested Automotive Products..............     0.0%        5.7%       15.8%
                                                   -----       -----       -----
         Total..................................    61.6%       66.1%       68.4%
                                                   =====       =====       =====
</TABLE>


                                       2
<PAGE>
      Precision Machined Components. The largest of the Company's divisions, the
Hillsdale Division is a provider of noise, vibration and harshness solutions to
the worldwide automotive market. The Hillsdale Division also supplies complex
machined components and systems for engine, transmission, axle/driveline and
chassis/ suspension applications. The Hillsdale Division's expertise runs from
product design and development, through prototypes and testing, launch and
production. Widely recognized as North America's leading torsional damper
manufacturer with custom rubber compounding and manufacturing capabilities, the
Hillsdale Division's product line also includes transmission oil pumps,
vibration dampening devices and a variety of other products that are precision
machined from castings and forgings. The Hillsdale Division is skilled at
working with a wide range of metals, including magnesium, aluminum, steel, gray
iron and nodular iron. Its products are manufactured in facilities located in
the United States, Mexico and the United Kingdom. The Hillsdale Division,
through its Tech Center located in Hillsdale, Michigan, offers technical,
cost-effective solutions for today's demanding customers and applications. The
market for precision machined components has many competitors, including a few
strong and well-positioned competitors and the original equipment manufacturers
("OEMs") themselves. The Hillsdale Division competes in this market primarily on
the basis of quality, price, delivery and service.

      Rubber Coated Metal Products. The Company's Wolverine Division pioneered
and perfected the technology to produce rubber coated paper and metal using the
line coating process. In this process, bulk rolls of metal or paper run through
a "coating line," which prepares the material for coating, applies specially
formulated and proprietary rubber and other compounds to the material in precise
thicknesses, and dries and cures the coated material to bond the compound to the
metal or paper and achieve the sealing, heat resistance, durability and precise
thickness characteristics required for the intended application. These coated
materials are impervious to fluid penetration and can withstand high compression
loads, making these materials ideal for applications where high temperature and
pressure create a requirement for close tolerances, exceptional sealing
characteristics and durability. Typical applications include sealing systems
(i.e. gaskets) for engines, transmissions and compressors. These materials are
also used as a noise suppressant for brakes, a product in which the Wolverine
Division dominates the worldwide market. The rubber coated materials are
manufactured in the United States. Certain sealing and insulating products, such
as compressor gaskets for air conditioning units and brake noise insulators, are
stamped out of the rubber coated materials both in the United States and in
Germany. The primary competition of the Wolverine Division's products is a
process known as curtain coating, which refers to a process of coating metal
products with rubber after stamping or cutting the metal into the required
shape. The Company does not believe that the curtain coating process can offer
the close tolerances or exceptional sealing characteristics and durability of
the Wolverine Division's line coating process.

      The Automotive Segment distributes its products primarily through internal
sales personnel located in offices in North America, Japan and Europe.
Generally, competitive conditions for the Automotive Segment are characterized
by intense pricing pressures from major customers and by an emphasis on quality,
delivery and services.

      The Automotive Segment's largest customer in fiscal year 2001 was Honda,
accounting for $90.9 million of the Company's consolidated net sales.
Consolidated net sales to Ford Motor Company were $45.6 million in fiscal year
2001, however, this figure does not include sales to Visteon Corporation, which
was spun off by Ford Motor Company in fiscal year 2000, and which were $33.8
million in fiscal year 2001. Consolidated net sales to Ford Motor Company and
Visteon Corporation were $118.0 million in fiscal year 2000. Prior to fiscal
year 2000, Ford Motor Company (including Visteon) was the Company's largest
customer, with consolidated sales amounting to $137.8 million in fiscal year
1999 and $160.9 million in fiscal year 1998. No other customer of the Company
accounted for 10% or more of consolidated net sales.


                                       3
<PAGE>
THE TECHNOLOGIES SEGMENT

      The Technologies Segment is a diverse group of businesses with a broad
spectrum of technology and capabilities. Its products can be segregated into the
following three product categories: Special Purpose Batteries, Specialty
Materials and Other Technologies Products. The following table sets forth the
percentage of the Company's Consolidated Net Sales contributed by each product
category:

<TABLE>
<CAPTION>
                                                    2001        2000        1999
                                                    ----        ----        ----
<S>                                                 <C>         <C>         <C>
      Special Purpose Batteries.................    15.9%       13.6%       13.8%
      Specialty Materials.......................     7.2%        6.2%        5.6%
      Other Technologies Products...............     5.8%        5.5%        4.7%
                                                   -----       -----       -----
         Total..................................    28.9%       25.3%       24.1%
                                                   =====       =====       =====
</TABLE>

      Special Purpose Batteries. The Technologies Segment is a major supplier of
batteries and power systems components for the aerospace, defense and
telecommunications industries. The Company has been providing the aerospace and
defense industries with high quality, reliable batteries for more than 50 years.
The Company's batteries have been on every United States' manned space flight,
and the Company's silver zinc batteries provided the power for the safe return
to earth of the famed Apollo 13 flight crew. Its nickel hydrogen batteries power
more than 85% of the United States' most advanced communications and
surveillance satellites as well as items such as the Hubble Telescope and the
International Space Station. Other batteries manufactured by the Technologies
Segment serve as launch batteries in booster rockets and support a variety of
military applications, including missile guidance, seat ejection and weapons
systems. The Technologies Segment also manufactures a line of batteries sold
commercially for use in items such as industrial fire and burglary alarm panels,
telecommunications backup, remote global positioning units, animal tracking and
incarceration bracelets. Major customers of the group include satellite
builders, defense contractors and the United States government. The Technologies
Segment has only a few competitors for some of its highly technological products
and it competes for those products primarily on the basis of quality and
performance. The Technologies Segment has many large and small competitors for
its other products. For much of its business with the United States government,
the Technologies Segment bids competitively against other producers of special
purpose batteries.

      Specialty Materials. The Company's Technologies Segment also manufactures
and tests high purity specialty material compounds for a wide range of services
and products. For example, the Company is a major source for high purity
isotopically enriched boron compounds and isotopically purified zinc, both of
which are used in nuclear power plants. The Company's Technologies Segment also
refines rare metals, such as high purity germanium, germanium compounds, gallium
and gallium compounds. These products serve several markets, including fiber
optic cable, plastics, semiconductors, infrared thermal imaging and substrates
for satellite solar cell arrays. The major customers for these products include
fiber optic cable manufacturers, satellite builders and other aerospace
companies.

      Other Technologies Products. The Technologies Segment also manufactures
bulk pharmaceutical products and industrial chemicals, and produces a wide range
of super clean containers, which meet strict EPA protocols, for environmental
sampling.

      The Technologies Segment distributes its products primarily through
internal sales personnel. The Technologies Segment also has a sales office in
Europe to serve that market.

THE MINERALS SEGMENT

      The Company's Minerals Segment is recognized as a world leader in the
mining, process technology and marketing of diatomaceous earth and perlite
filter aids. This segment comprised 9.5% of the Company's Consolidated Net Sales
in 2001, 8.6% in 2000 and 7.5% in 1999.

      Diatomaceous earth, or diatomite, is a non-metallic material that is
odorless, tasteless and highly stable. With its natural honeycomb structure,
strength and low bulk density, diatomite is an ideal medium for filtration
applications. Perlite is a mineral of volcanic origin, also with natural
qualities that make it valuable as a filter aid. These products are used in a
variety of


                                       4
<PAGE>
industrial and commercial applications, including liquid solid separation in
food and beverage, chemical, pharmaceutical and wastewater industries and as
catalyst carriers and for liquid waste solidification. The Minerals Segment is
second to Allegheny Corporation in the sale of filter aid products made using
diatomaceous earth, perlite and cellulose. The Minerals Segment sells its filter
aid products under the trademark CELATOM(R) both directly and through
distributors to many large and small customers.

      The Company's Minerals Segment also produces industrial absorbents,
functional fillers and soil amendments and conditioners. The Minerals Segment is
the world's number one producer of granular diatomite absorbent products known
as FLOOR DRY, as well as AXIS(R) and PLAY BALL!(R) soil amendments and
conditioners. In the North American market for industrial absorbents, the
Company's Minerals Segment has a variety of competitors due to a number of other
materials, such as clay, which are also used for this purpose.

      The Minerals Segment serves over 35 markets and more than 2,000 customers
around the globe with its various products. Shipments to these customers
worldwide place Minerals among the top ten container shippers from ports along
the West Coast of the United States.

      The Minerals Segment competes based on price, service and quality as well
as technical support provided to filter aid customers. The Minerals Segment
operates three mining and processing facilities in the United States. The
Minerals Segment's sales offices located in the United States and Europe market
diatomite, perlite and cellulose directly and through distributors in North
America, Europe, Asia, Africa and the Middle East.

THE MACHINERY SEGMENT

      As noted above, the Company's former Machinery Segment was sold as of
December 14, 2001. Since 1964, the Machinery Segment had been the sole supplier
of elevating wheel tractor scrapers to Caterpillar Inc. An elevating wheel
tractor scraper is a large earth-moving machine used for the removal of
overburden for open pit mining, and for site preparation for highways and other
commercial, municipal and industrial projects. The Machinery Segment also
manufactured its own brand and line of rough terrain lift trucks and various
component parts used in agricultural and construction machinery. The Machinery
Segment's manufacturing facilities were located in the United States and Mexico.
The elevating wheel tractor scrapers were marketed and sold by Caterpillar Inc.
and its existing network of distributors, and Caterpillar Inc. was the sole
customer of the segment for elevating wheel tractor scrapers. The component
parts for agricultural and construction machinery manufactured by the Machinery
Segment were sold primarily through internal sales and engineering personnel to
the manufacturers of the machinery. The Machinery Segment's branded line of
forklifts were also sold through internal sales personnel.

      For financial information on the Company's former Machinery Segment, see
the Company's Consolidated Statements of Income (Loss) and Note B to the
Consolidated Financial Statements contained in Item 8 below.

OTHER INFORMATION

      Raw Materials. The prices of the Company's raw materials are subject to
volatility. The Company's principal raw materials are rubber, steel, zinc,
nickel, gallium, germanium, boron and aluminum. With the exception of gallium
and germanium, these raw materials are commodities that are widely available.
The Company believes that the gallium and germanium supply available to the
Company will be sufficient to satisfy the Company's requirements for 2002.
Although the Company has alternate sources for most of its raw materials, the
Company's policy is to establish arrangements with select vendors, based upon
price, quality and delivery terms. By limiting the number of its suppliers, the
Company believes that it obtains materials of consistently high quality at
favorable prices.

      Due to their manufacturing processes, the Minerals Segment and the
Wolverine Division are heavy consumers of natural gas.

      Intellectual Property. The Company holds approximately 34 patents,
primarily in the United States. Many of the Company's products incorporate a
wide variety of technological innovations, some of which are protected by
individual patents. Many of these innovations are treated as trade secrets with
programs in place to protect these trade secrets. No one patent or


                                       5
<PAGE>
group of related patents is material to the Company's business. The Company also
has numerous trademarks, including the Eagle-Picher name, and considers the
Eagle-Picher name to be material to its business.

      Backlog. At November 30, 2001, 2000 and 1999, the Company's order backlog
was approximately $134.3 million, $134.6 million and $144.1 million,
respectively. The Company expects the order backlog outstanding at November 30,
2001 to be filled within the 2002 fiscal year. As is customary in the automotive
industry, the Company enters into blanket purchase orders with its customers
with respect to specific product orders. From time to time, the customer,
depending on its needs, will provide the Company with releases on a blanket
purchase order for a specified amount of products. As a result, the backlog for
the Automotive Segment is not significant.

      Government Contracts. The Company's Technologies Segment has contracts
with the U.S. Government that have standard termination provisions. The U.S.
Government retains the right to terminate the contracts at its convenience.
However, if contracts are terminated, the Company is entitled to be reimbursed
for allowable costs and profits to the date of the termination relating to
authorized work performed to such date. U.S. Government contracts are also
subject to reduction or modification in the event of changes in Government
requirements or budgetary constraints.

      Research and Development. The Company spent approximately $10.4 million on
research and development activities, primarily for the development of new
products or the improvement of existing products in 2001. Comparable costs were
$11.7 million in 2000 and $13.3 million in 1999.

      Environmental Regulatory Compliance. The Company had total expenditures
for environmental compliance and remediation of $9.1 million in the year ended
November 30, 2001, including $0.3 million of capital expenditures. The Company
estimates that it will expend $11.5 million, including $0.9 million in capital
expenditures, in 2002. Certain amounts resulting from existing conditions
relating to past operations have been provided for. As of November 30, 2001, the
Company had $15.0 million of liabilities recorded in connection with these
environmental matters, and believes such reserves to be adequate under the
circumstances. See Item 3 below for information with respect to various other
environmental proceedings.

      Employees. As of November 30, 2001, the Company employed approximately
4,100 persons in its operations, of whom approximately 1,100 were salaried
employees and 3,000 were hourly employees. Approximately 50% of the Company's
hourly employees are represented by one of five labor organizations. The Company
believes that its relations with its employees are generally good.

      Financial Information about Foreign and Domestic Operations and Export
Sales. Financial information about Foreign and Domestic Operations and Export
Sales is included in Item 8 below, the Company's Consolidated Financial
Statements for the years ended November 30, 2001, 2000 and 1999. (See Note P to
the Company's financial statements contained in Item 8 below.)


                                       6
<PAGE>
ITEM 2. PROPERTIES

      The principal fixed assets of the Company consist of its manufacturing,
processing and storage facilities and its transportation and plant vehicles.
Substantially all of the Company's owned properties and assets are pledged as
collateral under its syndicated senior loan facility. The following sets forth
selected information regarding the Company's active manufacturing and processing
facilities:

<TABLE>
<CAPTION>
                                                                                DESCRIPTION OF
SEGMENT                 LOCATION                                               PROPERTY INTEREST
-------                 --------                                               -----------------
<S>                     <C>                                                    <C>
AUTOMOTIVE
   Domestic             Blacksburg, Virginia (2 plant locations)                   owned
                        Hillsdale, Michigan (4 plant locations)                    owned
                        Hamilton, Indiana                                          owned
                        Inkster, Michigan                                          owned
                        Jonesville, Michigan                                       owned
                        Leesburg, Florida                                          owned
                        Manchester, Tennessee                                      leased
                        Mount Pleasant, Michigan                                   owned
                        Traverse City, Michigan                                    owned
                        Vassar, Michigan                                           leased
   International        Ohringen, Germany                                          owned
                        San Luis Potosi, Mexico                                    owned
                        Tamworth, England                                          owned

TECHNOLOGIES
   Domestic             Colorado Springs, Colorado (2 plant locations)             owned & leased
                        Galena, Kansas                                             owned
                        Grove, Oklahoma                                            owned
                        Harrisonville, Missouri                                    owned
                        Joplin, Missouri (7 plant locations)                       owned & leased
                        Lenexa, Kansas                                             owned
                        Miami, Oklahoma (3 plant locations)                        owned & leased
                        Quawpaw, Oklahoma (2 plant locations)                      owned
                        Seneca, Missouri                                           owned
                        Stella, Missouri                                           owned
   International        Vancouver, Canada                                          leased

MACHINERY
   Domestic             Lubbock, Texas                                             owned
   International        Acuna, Coahuila, Mexico (sold as of December 14, 2001)     owned
MINERALS(1)
   Domestic             Clark Station, Nevada                                      owned
                        Lovelock, Nevada                                           owned
                        Vale, Oregon                                               owned
</TABLE>


(1)   In addition to the facilities listed, the Company's Minerals Segment has
      mining locations and numerous claims in Nevada, Oregon and California.

      The Company owns or leases additional office space, including its
corporate headquarters in Cincinnati, Ohio and sales offices in Europe and Asia,
and warehouse space for certain of its operations. In December 2001, the Company
announced the relocation of its headquarters office from Cincinnati to Phoenix,
Arizona scheduled to take place in the second quarter of 2002.


                                       7
<PAGE>
      The Company's properties are adequate and suitable for its business and
generally have capacity for expansion of existing buildings on owned real
estate. Plants range in size from 420,000 square feet of floor space to under
50,000 square feet and generally are located away from large urban centers.
Substantially all of its buildings have been well maintained and are in sound
operating condition and regular use.

      Mining. The Minerals Segment owns and leases diatomaceous earth and
perlite mining locations as well as numerous claims in Nevada, Oregon and
California (collectively, "mining properties"). The Company's owned and leased
mining properties, including those not currently being mined, comprise a total
of approximately 10,500 acres in Storey, Lyon, Pershing and Churchill Counties
in Nevada and 5,000 acres in Malhuer and Harney Counties in Oregon, as well as
rights on 2,500 acres not currently being mined in Siskiyou County in
California. The Company continually evaluates potential mining properties, and
additional mining properties may be acquired in the future. The Minerals
division extracts diatomaceous earth and perlite through open-pit mining using a
combination of bulldozers, wheel type tractor scrapers, excavators and
articulated trucks. The extracted materials are carried by truck to separate
processing facilities. A total of approximately 446,000 tons of diatomaceous
earth and perlite were extracted from the Company's mining properties in Nevada
and Oregon in fiscal year 2001. On average, the Company has extracted a total of
approximately 433,000 tons of diatomaceous earth and perlite from its Nevada and
Oregon properties each year for the past five years. As ore deposits are
depleted, the Company reclaims the land in accordance with plans approved by the
relevant federal, state and local regulators. The following mining properties
are of major significance to the Company's mining operations.

            Nevada. The Company's diatomaceous earth mining operations in Nevada
      commenced in 1945 in Storey County. The Company commenced perlite-mining
      operations in Churchill County in 1993. The Company extracted a total of
      approximately 228,000 tons of diatomaceous earth and perlite form Nevada
      mining properties in fiscal 2001 and, on average, extracted a total of
      approximately 274,000 tons of diatomaceous earth and perlite from its
      Nevada mining properties each year for the past five years, or
      approximately 67% of the Company's total diatomaceous earth and perlite
      production (and including 100% of its perlite production). Approximately
      265 acres in Storey County, where mining activities commenced 55 years
      ago, and approximately 62 acres in the Counties of Lyon and Churchill are
      actively being mined by the Company for diatomaceous earth. Diatomaceous
      earth from Storey, Churchill and Lyon mining properties is processed at
      the Clark Station, Nevada facility. The Company believes its diatomaceous
      earth reserves in the Counties of Storey, Churchill and Lyon, including
      mining properties not actively being mined, are in excess of 30 years at
      current levels of extraction based upon estimates prepared by its mining
      and exploration personnel. Diatomaceous earth extractions from the
      Pershing mining properties, which commenced more than 40 years ago, are
      processed at the Lovelock, Nevada facility. Approximately 975 acres are
      actively being mined for diatomaceous earth in Pershing. The Company
      believes its diatomaceous earth reserves in Pershing, including mining
      properties not actively being mined, to be in excess of 15 years at the
      current level of extraction based on estimates prepared by its mining and
      exploration personnel. Beginning in 1993, the Company has actively mined
      approximately 25 acres in Churchill County for perlite, which is processed
      at the Lovelock, Nevada facility. The Company believes its perlite
      reserves in Churchill County, including mining properties not actively
      mined, are in excess of 30 years at the current level of extraction based
      upon estimates prepared by it mining and exploration personnel.

            Oregon. The Company commenced mining diatomaceous earth in Oregon in
      1985 at its mining properties in Harney and Malhuer Counties.
      Approximately 88 acres in Harney County and 80 acres in Malhuer County are
      actively being mined. Diatomaceous earth extracted from these mines is
      processed at the Company's Vale, Oregon facility. The Company extracted
      approximately 218,000 tons of diatomaceous earth from the Harney County
      and Malhuer County mining properties during fiscal 2001 and on average,
      has extracted approximately 159,000 tons of diatomaceous earth each year
      for the past five years from these mining properties, or approximately 33%
      of the Company's total diatomaceous earth and perlite production. The
      Company believes its diatomaceous earth reserves in Harney County and
      Malhuer County, including mining properties not actively being mined, are
      in excess of 30 years at the current level of extraction based on
      estimates prepared by its mining and exploration personnel.


                                       8
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

      (a)  Chapter 11 Proceedings.

      On January 7, 1991 ("Petition Date"), EPI and seven of its domestic
subsidiaries each filed a voluntary petition for relief under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Ohio, Western Division, in Cincinnati, Ohio ("Bankruptcy
Court"). All of the chapter 11 cases were consolidated for procedural purposes
only under the caption: "In re Eagle-Picher Industries, Inc., et al.,"
Consolidated Case No. 1-91-00100, before the Honorable Burton Perlman, United
States Bankruptcy Judge.

      In August 1996, EPI, together with the Injury Claimants' Committee and the
Representative for Future Claimants who was appointed by the Bankruptcy Court,
proposed a plan of reorganization to the Bankruptcy Court (the "Plan"). The
Bankruptcy Court and the United States District Court for the Southern District
of Ohio (the "Ohio District Court") jointly issued the Order confirming the Plan
on November 18, 1996 (the "Confirmation Date"), and the Plan was consummated on
November 29, 1996 (the "Consummation Date"). The major component of the Plan was
a settlement of EPI's liability for present and future asbestos-related personal
injury claims arising out of business operations prior to the petition date
under which it was agreed that these claims had a total value of $2 billion.
Pursuant to the Plan, (i) the Eagle-Picher Personal Injury Settlement Trust (the
"PI Trust") was established and EPI contributed assets to the PI Trust valued at
approximately $730 million in the aggregate (representing the approximately 37%
distribution upon the $2 billion allowed claim of the asbestos claimants, as
unsecured creditors), consisting of $51.3 million in cash, $250 million in the
10% Debentures, $69.1 million in Tax Refund Notes, $18.1 million in Divestiture
Notes and 10,000,000 shares of Common Stock (representing all outstanding shares
of Common Stock), and (ii) the PD Trust was established in 1999 and was funded
by EPI with $3 million in cash plus interest that had accrued since EPI had
funded this obligation and set aside the $3 million pending establishment of the
PD Trust. Pursuant to the Plan, the asbestos-related claims are discharged and
EPI has no further liability in connection with such claims.

      Pursuant to the Plan, EPI is discharged of the burden of defending more
than 150,000 asbestos-related claims, as well as any lead-related claims, that
had been, as well as any such claims that may in the future be, filed against
EPI. This relief has been accomplished through the establishment of the
independent trusts under the Plan to assume, administer, settle and pay such
claims. In addition, the Order includes an injunction (the "Injunction"), which
prohibits claimants with asbestos-related or lead-related claims from bringing
actions against EPI, and instead requires these claimants to assert such claims
only against the PI Trust or, as to asbestos-related property damage claims,
against the PD Trust, each of which was funded by EPI pursuant to the Plan.
Under the Plan the PI Trust assumed all liability and responsibility for
asbestos-related and lead-related personal injury claims against EPI, and the PD
Trust will assume all liability and responsibility for asbestos-related property
damage claims. EPI believes that the Plan, the Injunction and the Bankruptcy
Code together will enjoin any claims against EPI with respect to any past,
present, or future asbestos-related or lead-related liabilities arising from or
based upon business operations prior to the Petition Date.

      Following confirmation of the Plan, notices of appeal of the Order were
filed by one general unsecured creditor (the "Creditor Appellant") and the
Unofficial Committee of Co-Defendants (the "Co-Defendants"), a group of former
manufacturers and distributors of asbestos-containing products that have been
named as co-defendants with one or more members of EPI in asbestos personal
injury lawsuits and have asserted claims against EPI for contribution, indemnity
and subrogation. The allowance of contribution claims against EPI is subject to
Section 502(e) of the Bankruptcy Code which states that a claim for contribution
asserted by an entity that is liable with a chapter 11 debtor shall be
disallowed to the extent such contribution claim is contingent as of the time of
allowance or disallowance of such claim. Neither the Creditor Appellant nor the
Co-Defendants requested that the Order be stayed pending appeal. The Creditor
Appellant withdrew its notice of appeal by a stipulation dated January 24, 1997.

      The Co-Defendants appealed the Order directly to the United States Circuit
Court of Appeals for the Sixth Circuit (the "Sixth Circuit") (the "Confirmation
Order Appeal"), raising a variety of objections to the Plan and to the Trust's
procedures for processing, allowing and paying the Co-Defendants' claims. The
Co-Defendants also asserted, among other things, that Section 524(g) of the
Bankruptcy Code, which authorizes courts to issue injunctions to channel
asbestos claims away from a reorganized Subsidiary to a personal injury trust
established by such Subsidiary is unconstitutional. The Sixth Circuit in a


                                       9
<PAGE>
decision and order issued December 21, 1998, affirmed the Confirmation Order and
dismissed the subject appeal as moot. As a result, the Confirmation Order became
final and nonappealable as of March 23, 1999.

      The Bankruptcy Court and the Ohio District Court entered the Injunction
pursuant to Section 524(g) of the Bankruptcy Code. Section 524(g) of the
Bankruptcy Code was enacted by Congress in 1994 to provide a statutory
safe-harbor for asbestos manufacturing companies faced with numerous
asbestos-related personal injury claims. Section 524(g) grants bankruptcy courts
express statutory authority to issue injunctions that prohibit present and
future asbestos claimants from suing a reorganized debtor; provided that a trust
is established and funded to pay asbestos-related claims through procedures that
reasonably assure that claimants with similar injuries will receive similar
payments and other specific statutory requirements are satisfied.

      Under Section 524(g), if the injunction is issued or affirmed by a
district court with jurisdiction over the reorganization, the injunction will be
permanent and not subject to modification by any court once the injunction
becomes final and nonappealable. In confirming the Plan and issuing the
Injunction, the Bankruptcy Court and the Ohio District Court determined that the
PI Trust and the PD Trust each satisfied the requirements of Section 524(g) and
that they had jurisdiction to issue the Injunction under both Section 524(g) of
the Bankruptcy Code and their more general powers under the Bankruptcy Code to
issue orders that are necessary or appropriate in bankruptcy cases.

      While Section 524(g) specifically addresses trusts created to resolve
asbestos-related litigation and injunctions issued in connection therewith, it
does not specifically address whether an injunction directing claims to a trust
that will pay both asbestos-related and non-asbestos-related claims, as in this
case, is protected under Section 524(g). While there is a risk that the
Injunction would not apply to future lead-related claimants because lead-related
claims are not addressed in Section 524(g), EPI believes that the Injunction
would be upheld and enforced against lead-related claimants if challenged. That
belief is based on the fact that the Bankruptcy Court and the Ohio District
Court, in confirming the Plan and entering the Injunction, specifically ruled
that Section 524(g) does not prohibit channeling of non-asbestos related claims
along with asbestos-related claims. In the event that Section 524(g) does not
operate to protect the Injunction's channeling of lead-related claims, such
channeling could be upheld as a necessary or appropriate order under Section
105(a) of the Bankruptcy Code. Although the filing of future lead-related
lawsuits cannot be predicted, EPI believes that this risk is limited because to
date, only approximately 125 lead-related claims have been asserted against EPI
(as compared to the tens of thousands of asbestos-related claims asserted
against EPI).

      On and shortly after the Consummation Date, EPI made distributions (the
"Initial Distribution") under the Plan totaling approximately $800 million in
cash, common stock and debt securities (including the approximately $730 million
contributed to the PI Trust, $3.0 million set aside for the PD Trust and the
remainder in connection with various other allowed claims (including the
environmental claims described below). Following resolution of all claims (other
than asbestos-related and lead-related claims), EPI made a second and final
distribution of approximately $10.9 million in 2001.

      Although a bankruptcy plan of reorganization generally serves to resolve
all claims that arose prior to the chapter 11 proceedings, courts in a number of
cases have limited the types of environmental obligations that can be discharged
by bankruptcy (concluding, for example, that an order to conduct an
environmental clean-up of a site may not be a "claim" or that an environmental
claim did not "arise" before the bankruptcy). EPI has entered into the
Environmental Settlement, discussed below, which is intended to relieve EPI of
the burden of defending against certain claims asserted under Environmental Laws
relating to conditions occurring prior to the date of the bankruptcy petition
and governs certain environmentally related claims that have been or may yet be
asserted against EPI after the Consummation Date relating to conditions
occurring prior to the date of the bankruptcy petition. See "Environmental
Matters." Nevertheless, due to the limitations on the types of environmental
obligations that can be discharged by bankruptcy, EPI may have obligations
relating to historical noncompliance with environmental laws with respect to
sites owned by EPI as of the Confirmation Date that were not asserted in the
chapter 11 proceedings. See "Environmental Matters."

      (b)  Other.

      On January 25, 1996, Richard Darrell Peoples, a former employee of EPI,
filed a Qui Tam suit under seal in the United States District Court for the
Western District of Missouri (the "Missouri Court"). A Qui Tam suit is a lawsuit
brought by a private individual pursuant to federal statute, allegedly on behalf
of the U.S. Government. The U.S. Government has declined the


                                       10
<PAGE>
opportunity to intervene or take control of this Qui Tam suit. EPI became aware
of the suit on October 20, 1997, when it was served on EPI, after it had been
unsealed. The suit involves allegations of irregularities in testing procedures
in connection with certain U.S. Government contracts. The allegations are
similar to allegations made by the former employee, and investigated by outside
counsel for EPI, prior to the filing of the Qui Tam suit. Outside counsel's
investigation found no evidence to support any of the employee's allegations,
except for some inconsequential expense account matters. EPI, which believes
that the U.S. Government did not incur any expense as a result of those matters,
reported to the U.S. Government the employee's allegations and the results of
outside counsel's investigation. The employee also initiated a different action
against EPI in 1996 for wrongful termination, in which he alleged many of the
same acts complained of in the Qui Tam suit. That action was dismissed with
prejudice by the Missouri Court in October 1996. On June 16, 1998, the Missouri
Court granted EPI's Motion to Dismiss the Qui Tam suit. The Court, however,
allowed Mr. Peoples to amend his complaint. Mr. Peoples filed an amended
complaint, and EPI's Motion to Dismiss the Amended Complaint was denied on
January 20, 1999. Since that time the case has been in a discovery phase. EPI's
lawyers recently discovered that Mr. Peoples altered documents produced by EPI
in that case, a fact which Mr. Peoples has acknowledged to the court. The
Company believes the alterations were an attempt to fabricate evidence against
EPI. EPI filed a motion for sanctions, including dismissal of the lawsuit, which
was denied by the court. EPI believes that the court erroneously believed that
EPI's motion for sanctions related to an earlier discovery dispute that had been
resolved. EPI has filed a motion for reconsideration of the denial of its motion
for sanctions. If the lawsuit is not dismissed, EPI intends to contest this suit
vigorously. EPI does not believe that resolution of this lawsuit will have a
material adverse effect on EPI's financial condition, results of operations or
cash flows.

      On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against the Company's wholly owned subsidiary, Eagle-Picher Industries, Inc.
("EPI") in the United States District Court for the Northern District of Georgia
(the "Georgia Court") alleging breach of contract, negligent misrepresentation,
and contributory infringement and seeking contribution and indemnification in an
amount not less than $10 million (the "Caradon suit"). The Caradon suit arose
out of patent infringement litigation between Caradon and Therma-Tru Corporation
extending over the 1989-1996 time period, the result of which was for Caradon to
be held liable for patent infringement in an amount believed to be in excess of
$10 million. In June 1997, EPI filed a Motion with the United States Bankruptcy
Court for the Southern District of Ohio, Western Division, ("Bankruptcy Court")
seeking an order enforcing EPI's plan of reorganization as confirmed by the
Bankruptcy Court in November 1996 (the "Plan") against Caradon, and enjoining
the Caradon suit from going forward. The Bankruptcy Court in a decision entered
on December 24, 1997, held that the Caradon suit did violate the Plan and
enjoined Caradon from pursuing the Caradon suit. Caradon appealed the Bankruptcy
Court's decision to the United States District Court for the Southern District
of Ohio (the "District Court"), and in a decision entered on February 3, 1999,
the District Court reversed and remanded the matter back to the Bankruptcy
Court. The Bankruptcy Court held a hearing on this matter on September 24 and
25, 2001 and no decision has been rendered as of February 14, 2002. EPI intends
to contest this suit vigorously. EPI does not believe that resolution of this
suit will have a material adverse effect on EPI's financial condition, results
of operations or cash flows.

      On December 1, 1999, Eagle-Picher Technologies, LLC ("EPT") acquired the
depleted zinc distribution business (the "DZ Business") of Isonics Corporation
("Isonics") for approximately $8.2 million, payable $6.7 million at closing and
$1.5 million in three installments of $500,000 each payable on the first three
anniversaries of the closing. At the time of the acquisition, a single customer
represented approximately 55% of the DZ Business. Following the completion of
the acquisition, this customer informed EPT that it would no longer be
purchasing depleted zinc from an outside supplier and that Isonics had been
informed of this prior to the acquisition of the DZ business by EPT. However,
Isonics did not disclose this to EPT. EPT initiated binding arbitration against
Isonics on March 26, 2001 with the American Arbitration Association in Dallas,
Texas pursuant to contractual dispute resolution procedures. EPT's arbitration
demand is based on breach of representations and warranties in the purchase and
sale agreement for the DZ Business as well as fraud and negligent
misrepresentation, and seeks to recover damages in excess of $10 million and
other remedies. While the Company believes it has a meritorious claim against
Isonics, there can be no assurance that the Company will obtain any recovery as
a result of this claim.

      In connection with the purchase of the DZ Business, EPT agreed to sell 200
kg of isotopically purified silicon-28 to Isonics. Due to various factors, EPT
has not yet delivered any silicon-28 to Isonics. Isonics has asserted a
counterclaim against EPT in the DZ Business arbitration described above for
failure to deliver silicon-28, seeking damages in excess of $10 million. EPT
believes that any obligation to deliver silicon-28 has been excused by, among
other things, a force majeure clause in the purchase and sale agreement for the
DZ Business. Contemporaneously with the purchase and sale of the DZ Business,
EPT and Isonics entered into a supply agreement (the "Supply Agreement")
pursuant to which EPT agreed that, commencing upon


                                       11
<PAGE>
delivery of 200 kg of silicon-28, EPT would devote the capacity of a pilot plant
used to produce such material to producing silicon-28 and sell all silicon-28
produced in such pilot plant and meeting certain specifications, as well as any
silicon-29 or silicon-30 actually produced as a byproduct, to Isonics for a ten
year term. Isonics amended its counterclaim in the DZ Business arbitration to
assert a claim that the Supply Agreement requires EPT to produce a certain
amount of silicon-28, silicon-29 and silicon-30 and alleging damages of not less
than $75 million for anticipatory breach of such alleged obligation. EPT
believes that the terms of the Supply Agreement and applicable law clearly
establish that the Supply Agreement does not impose any obligation to produce
any quantity of silicon-28, silicon-29 or silicon-30 and that Isonics' claims
are without merit. Isonics also amended its counterclaim to allege that EPT's
parent company, Eagle-Picher Industries, Inc. ("EPI") is liable for any damages
of EPT under an "alter ego" theory, a claim which EPI and EPT believe is also
without merit. EPT and EPI intend to assert other defenses as well and to defend
this counterclaim vigorously. EPT continues to explore alternative processes
that may enable it to produce silicon-28, but there is no assurance that such
efforts will be successful.

      On September 25, 2001, Andries Ruijssenaars, former President and Chief
Executive Officer of the Company, filed a lawsuit against the Company, certain
of its directors and ABN AMRO Bank in the U.S. District Court for the Southern
District of Ohio, Western Division, relating to the purchase of Mr.
Ruijssenaar's common stock in the Company and his benefits under EPI's
Supplemental Executive Retirement Plan (SERP). Mr. Ruijssenaars claims that the
per share price for 2001 under the Company's Incentive Stock Plan, which is
generally applicable to all Plan participants and results in approximately $2.8
million for Mr. Ruijssenaars' 30,000 shares of common stock, was not correctly
determined and claims approximately $4.7 million for his shares. Mr.
Ruijssenaars' lawsuit also challenges a rule adopted by the committee for the
Plan deferring the obligation of the Company to repurchase stock in the event
contracts to which the Company is a party, including its debt agreements,
restrict such repurchase. See "Incentive Stock Plan" under Item 11 below.

      Mr. Ruijssenaars' lawsuit also challenges EPI's determination of benefits
under the SERP and claims that EPI is obligated to purchase an annuity for his
additional SERP benefit accrued after 2000 based on theories of promissory
estoppel, equitable estoppel, breach of contract and ERISA. Mr. Ruijssenaars has
also asserted claims of fraud, conspiracy, breach of fiduciary duty and
conversion. Mr. Ruijssenaars seeks approximately $2.3 million with respect to
the SERP, as well as punitive damages.

      The Company intends to contest this suit vigorously. The Company does not
believe that resolution of this lawsuit will have a material adverse effect on
its financial condition, results of operations or cash flows.

      On October 30, 2001, GMAC Business Credit, LLC (GMAC) and Eagle Trim, Inc.
filed a lawsuit in the United States District Court for the Eastern District of
Michigan, Southern Division, against EPI arising out of the sale of EPI's former
automotive interior trim division to Eagle Trim in 1998. In connection with that
sale, EPI guaranteed to GMAC, which funded the acquisition, that approximately
$3.9 million of receivables relating to tooling purchased by EPI on behalf of
customers would be paid by November 2001. Eagle Trim ceased operations during
2001, at which time Eagle Trim and GMAC allege that approximately $2.7 million
of the tooling receivables had not been collected and did not exist at the time
of the sale. GMAC claims $2.7 million plus interest on the guaranty, and GMAC
and Eagle Trim have asserted claims for fraud and misrepresentation and are
seeking $24.5 million in damages. EPI is currently investigating these
allegations, but denies any fraud or misrepresentation. EPI intends to contest
this suit vigorously. EPI does not believe that resolution of this lawsuit will
have a material adverse effect on EPI's financial condition, results of
operations or cash flows.

      EPI is also involved in various other proceedings incidental to the
ordinary conduct of its business. EPI believes that none of these other
proceedings will have a material adverse effect on EPI's financial condition,
results of operations or cash flows.

      (c)  Environmental Matters.

      During the pendency of the chapter 11 proceedings, EPI entered into a
settlement agreement (the "Environmental Settlement") with the United States
Environmental Protection Agency (the "EPA"), the United States Department of the
Interior and the states of Arizona, Michigan and Oklahoma (together, the
"Settling Parties"), addressing all known and unknown environmentally-related
claims that were or could have been asserted by those entities against EPI in
the bankruptcy proceeding. In addition to resolving those claims filed in the
chapter 11 proceedings, the Environmental Settlement provided that any


                                       12
<PAGE>
additional claims by the Settling Parties against EPI in connection with
pre-petition activities at any site not owned by EPI (the "Additional Sites"),
shall be resolved as if they had been asserted during the chapter 11
proceedings. Accordingly, if EPI is found liable or settles any Additional Site
claim, such liability is limited to approximately 37% of the liability or
settlement amount.

      Since entering into the Environmental Settlement, EPI has received notice
from one or more of the Settling Parties that EPI may have liability in
connection with 23 Additional Sites, one of which could be significant. EPI
entered into an agreement with two potentially responsible parties ("PRPs") and
the EPA in December 2001 to conduct a remedial investigation and feasibility
study at the Eagle Zinc site in Hillsboro, Illinois ("the Site") as an
Additional Site. EPI owned and operated the zinc smelter and zinc oxide chemical
manufacturing plant from the 1920s until 1980. Studies by EPA and the current
owner indicate the potential for soil and groundwater contamination at the Site.
EPI believes that its potential liability at these Additional Sites is not
material to EPI's financial condition, results of operations or cash flows.

      EPI is undertaking remedial actions at a number of its current and former
facilities and properties which are not covered under the Environmental
Settlement Agreement. In connection with certain sales of its assets, including
the Construction Equipment Division (the Machinery Segment) sold in December
2001, the Rubber Molding, Fluid Systems and Ross Divisions sold in 2000 and the
Bearings Division sold in 1989, EPI has agreed to undertake remedial actions or,
alternatively, to indemnify the respective purchasers of particular assets for
certain liabilities in connection with those remedial actions under the
Environmental Laws relating to that asset's operations or activities prior to
the sale. EPI believes that neither these remedial actions nor any claims under
these indemnity provisions will have a material adverse effect on EPI's
financial condition, results of operations or cash flows.

      EPI is undertaking closure and corrective actions under RCRA at two of its
current permitted hazardous waste facilities. At the Joplin, Missouri, facility,
consistent with the requirements of its RCRA permit, EPI is investigating the
nature and extent of contamination from two closed hazardous waste impoundments
and over 100 solid waste management units formerly in use during the 130-year
operating history of this property. EPI's investigation has identified areas of
soil and groundwater contamination or suspected contamination, certain of which
likely will require EPI to undertake remedial activities. Following completion
of its investigation, EPI, in conjunction with federal and state regulators,
will determine what, if any, corrective actions are appropriate at this
property. At the Colorado Springs, Colorado, facility, EPI entered into a
Compliance Order on Consent with the State of Colorado's Department of Public
Health and Environment effective January 28, 1999 (the "Consent Order").
Pursuant to the Consent Order, EPI will complete the closure of four former
hazardous waste impoundments and evaluate appropriate remedial actions to
address contaminated groundwater and soil at and around the facility. EPI does
not believe that it will be assessed any penalty in connection with the
remediation of these sites, although there can be no assurance that one will not
be imposed.

      EPI owned and operated a lead and zinc smelting facility, which was
dismantled in 1982, on the Galena property. The Galena property is located
within the Tri-State mining district, formerly one of the largest lead and zinc
fields in the world. The Tri-State mining district was actively worked from the
mid-1800s until the 1960s and, as a result, soil, groundwater and surface waters
have been significantly and adversely impacted. In the 1980s and early 1990s,
the EPA addressed both surface contamination (including residential soil
contamination) and groundwater contamination issues in the Tri-State mining
district in the immediate vicinity of the Galena property. Under the
Environmental Settlement, while EPI resolved all of its other liability under
the Comprehensive Environmental Response, Compensation, and Liability Act
associated with the Tri-State mining district, it specifically retained
liability for the Galena property. Environmental impacts are likely at the
Galena property as a result of the former smelter operation and from historic
materials management practices on the Galena property. The EPA has not required
remediation of the Galena property, and EPI has no current expenses in
connection with remedial activities at this property. EPI, however, anticipates
that certain investigations and remediation may be required at some point in the
future. EPI does not believe that it will be assessed any penalty in connection
with the remediation of this site, although there can be no assurance that one
will not be imposed.

      EPI does not believe, based on current information and taking into account
reserves established for environmental matters, that costs associated with
compliance with and remediation under Environmental Laws will have a material
adverse effect on its financial condition, results of operations or cash flows.


                                       13
<PAGE>

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

      During the fourth quarter of 2001, the Company solicited the agreement of
holders of its 9 3/8% Senior Subordinated Notes due 2008 that the transfer of
all or any portion of the accounts receivable of the Company or any of its
subsidiaries, directly or indirectly, to an affiliate in connection with the
securitization of such accounts receivable does not constitute an "Asset Sale"
as defined in the Indenture for the Notes and does not, without limitation,
contravene the "Limitations on Asset Sales" described in Section 4.16 of such
Indenture, and that the deferred purchase price to be paid in consideration of
the transfer of such accounts receivable does not constitute an "Investment" as
defined in the Indenture by the Company or its subsidiaries and does not,
without limitation, contravene the "Limitation on Restricted Payments" described
in Section 4.5 of the Indenture. Holders of 75.4% of the Notes so agreed. The
Bank of New York, as Trustee for the Notes, supplemented the Indenture
consistent with the foregoing.

      During the fourth quarter of 2001, the holder of approximately 51.8% of
the outstanding 11 3/4% Series B Cumulative Redeemable Exchangeable Preferred
Stock of EP Holdings agreed that the transfer of all or any portion of the
accounts receivable of the Company or any of its subsidiaries, directly or
indirectly, to an affiliate in connection with the securitization of such
accounts receivable does not constitute an "Asset Sale" as defined in the
Certificate of Designations for the preferred stock and does not, without
limitation, contravene the limitations on "Asset Sales" described in Section
11(g) of the Certificate, and that the deferred purchase price to be paid in
consideration of the transfer of such accounts receivable does not constitute an
"Investment" as defined in the Certificate by the Company or its subsidiaries
and does not, without limitation, contravene the limitation on "Restricted
Payments" described in Section 11(d) of the Certificate.


                                       14
<PAGE>
                                     PART II

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

                                [NOT APPLICABLE]

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                   NINE MONTHS   THREE MONTHS
                                                                                      ENDED         ENDED
                                                                                   NOVEMBER 30,   FEBRUARY 28,
                                                  2001       2000       1999          1998           1998             1997
                                                ---------  ---------  ----------   -----------    ----------       ------------
                                                                                                 PREDECESSOR A     PREDECESSOR A

                                                                               (UNAUDITED)
                                                               (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE)
<S>                                             <C>        <C>        <C>          <C>            <C>              <C>
STATEMENT OF INCOME (LOSS):
Net sales (A) ................................  $692,450   $754,996   $  822,948   $  559,518     $  183,229       $   809,269
Operating income (B) .........................     4,278     62,288       27,915        7,083          9,170            36,278
Interest expense .............................   (40,105)   (43,989)     (45,475)     (33,477)        (4,104)          (26,722)
Income (loss) from continuing operations
   before taxes ..............................   (31,914)    18,395      (14,000)     (24,551)         3,807             8,877
Net income (loss) ............................   (53,971)     5,610      (17,587)     (14,364)           807            (3,854)
Preferred stock dividends accreted ...........   (13,282)   (11,848)     (10,569)      (7,382)            --                --
Basic earnings (loss) per share for continuing
   operations ................................    (35.84)     (2.53)      (24.03)      (24.55)          0.40              0.89
Basic earnings (loss) per share ..............    (68.51)     (6.26)      (28.16)      (14.36)          0.08              0.39
Weighted average number of common shares
   outstanding ...............................   981,583    997,125    1,000,000    1,000,000      9,600,071        10,000,000
Dividends per common share ...................        --         --           --           --             --                --
BALANCE SHEET DATA (END OF PERIOD):
Total assets .................................  $725,911   $767,699   $  833,947   $  807,307            N/A       $   735,910
Total long-term debt and redeemable
   preferred stock (C) .......................   566,212    567,735      642,035      571,743            N/A           273,397
OTHER DATA:
EBITDA (D) ...................................    67,298    119,810       92,142       48,249         22,135            91,212
Cash provided by (used in) operating
   activities ................................    67,470     45,564       35,495       71,910         (1,277)          141,079
Cash provided by (used in) investing
   activities ................................   (36,791)    35,839      (92,946)     (14,113)        (5,702)          (17,915)
Cash provided by (used in) financing
   activities ................................   (17,848)   (88,570)      44,933      (64,216)       (18,954)         (113,042)
SELECTED RATIOS:
Earnings/fixed charges and preferred stock
   dividends (E) .............................      .18x      1.11x         .57x         .24x          1.85x             1.31x
</TABLE>

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

All prior year figures have been restated to show the Machinery Segment as
discontinued operations. See Note B in Item 8.

(A)   Includes net sales attributed to Divested Divisions of -0- in 2001,
      $42,764 in 2000, $130,003 in 1999, $112,650 in the nine months ended
      November 30, 1998, $37,086 in the three months ended February 28, 1998,
      and, for purposes of Item 6 only, $229,723 in 1997.

(B)   Operating income is not indicative of trends as the results for the nine
      months ended November 30, 1998 (subsequent to the Acquisition) and those
      of predecessor A (subsequent to the Reorganization, but before the
      Acquisition) were derived using different bases.


                                       15
<PAGE>
      The following items also materially affect the comparability of data.

      In the twelve months ended November 30, 1999, the Company recorded a
      non-cash provision of $21.4 million, primarily related to the impairment
      of recorded asset values of certain of its divisions held for sale, which
      was recognized because the expected net realizable value of these
      divisions was estimated to be insufficient to recover their carrying
      value. These divisions were sold in 2000.

      In fiscal 2000 the Company settled claims against a former insurer
      regarding environmental remediation costs and received $16.0 million which
      was recorded as income. Additionally, the Company completed the sale of
      various divisions primarily in the Automotive segment for aggregate net
      proceeds of $85.0 million and an aggregate gain on sale of $17.1 million,
      which was reduced by provisions recorded for items relating to divisions
      sold in prior years to $3.1 million.

      During the fourth quarter of 2001 the Company announced a restructuring of
      its Technologies Segment and a restructuring and relocation of its
      Headquarters to Phoenix, Arizona, recording a charge against income of
      $14.2 million. During the fiscal year, the Company recorded additional
      costs of $2.1 million related to divisions sold in prior years.

(C)   Includes 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock
      ("Preferred Stock") of $123,086 in 2001, $109,804 in 2000, $97,956 in 1999
      and $87,387 in 1998, which was issued in conjunction with the Acquisition.

(D)   EBITDA (earnings before interest, income taxes, depreciation and
      amortization) is presented because management believes it is an indicator
      of a company's ability to service and incur debt. EBITDA, as defined
      herein, may not be comparable to similarly titled measures reported by
      other companies and should not be construed as an alternative to operating
      income, as determined by Generally Accepted Accounting Principles
      ("GAAP"), as an indicator of the Company's operating performance, or to
      cash flows from operating activities, as determined by GAAP, as a measure
      of liquidity. Funds depicted by EBITDA are not available for management's
      discretionary use to the extent they are required for debt service and
      other commitments. Included in EBITDA are amounts contributed by Divested
      Divisions of -0- in 2001, $1,194 in 2000, $9,178 in 1999, $10,458 in the
      nine months ended November 30, 1998, $3,985 in the three months ended
      February 28, 1998, and, for purposes of Item 6 only, $15,353 in 1997.

(E)   For purposes of determining the ratio of earnings to fixed charges and
      preferred stock dividends, "earnings" consist of income from continuing
      operations before provision (benefit) for income taxes and fixed charges.
      "Fixed charges" consist of interest expense (including amortization of
      deferred financing costs) and approximately 30% of rental expense,
      representing that portion of rental expense deemed representative of the
      interest factor. Earnings were insufficient to cover fixed charges and
      preferred stock dividends in 2001 by $45,196 and 1999 by $24,569 and in
      the nine months ended November 30, 1998 by $31,933.

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

RESULTS OF OPERATIONS

      Financial information about industry segment data is included in Note P to
the Company's consolidated financial statements for the years ended November 30,
2001, 2000 and 1999 included in Item 8 below. All references herein to years are
to the Company's fiscal year ending November 30 unless otherwise indicated.

      Throughout 2001, the Company accounted for the Machinery Segment as a
discontinued operation. See Note B, Acquisitions, Divestitures and Discontinued
Operations in Item 8 below. The figures presented below exclude the Machinery
Segment for 2001, 2000 and 1999.


                                       16
<PAGE>
2001 COMPARED TO 2000

      THE AUTOMOTIVE SEGMENT

      Sales in the Automotive Segment decreased 6.4% from $456.4 million in 2000
(excluding Divested Divisions) to $427.3 million in 2001. The decline in sales
was principally attributed to reduced demand for Company products. North
American car and light truck build for 2001 was reported at 15.9 million, down
more than 10% from 2000 build, reported at 17.7 million. The decline in volumes
were partially offset by new product launches. In addition, North American
production by the U.S.-based original equipment manufacturers (OEMs -General
Motors, Ford and Chrysler) declined on a percentage basis more than North
American production by non-U.S. based OEMs, and the Automotive Segment has a
higher percentage of sales in North America to non-U.S. based OEMs than North
American production in general.

      Pretax profit decreased $18.0 million from $7.4 million in 2000 to a
$(10.6) million loss in 2001. Reduced profitability was primarily a result of
lower volumes, $4.5 million in new program launch costs at the Company's
Hillsdale Division, increase in depreciation of $3.3 million caused by capital
expenditures placed in service during 2001 and 2000 relating primarily to new
programs, pricing reductions of $2.8 million, higher workers compensation
expense and higher interest costs of $1.0 million. Although in 2000 the Company
had projected declining sales, offsetting cost reductions could not be achieved
in a timely manner. In particular, high fixed costs in the Automotive Segment
severely impact profitability in the event of a decrease in sales. Capital
expenditures for the Automotive Segment were $28 million in 2001 compared to
$34.2 million in 2000. These capital expenditures were related to a significant
number of new product launches at the Company's Hillsdale Division and the
acquisition of a new rubber coating line at the Company's Wolverine Gasket
Division.

      The Outlook for 2002

      Although there are several industry forecasts for North American car and
light truck build for 2002, the Company believes those that project demand in
the 14.5 million to 15.5 million vehicles range are most valid and has
established its 2002 operating plans on a flat to down industry demand for the
year. The Company projects sales for the Automotive Segment to be flat year over
year, with the first nine months to be down slightly, offset with a modest 2% to
3% improvement in the fourth quarter as new platforms incorporating Company
products come on line. Pretax profit is expected to recover to a break even or a
slightly positive position due to avoidance of extraordinary launch costs and
more timely implementation of cost reduction and avoidance programs. The Company
expects continuing strong pressure for further price reductions from automotive
manufacturers throughout 2002 which could negatively impact profitability. The
Company has also imposed rigid controls over capital expenditures, which are
projected to be below $20 million for the Automotive Segment in 2002.

      THE TECHNOLOGIES SEGMENT

      Sales of the Technologies Segment increased 4.6% from $191.4 million in
2000 to $200.3 million in 2001. Slightly more than half the increase is
attributable to the sales of Eagle-Picher Energy Products Corporation which was
acquired in June 2000. Other increases were attributable to sales of specialty
materials used in fiber-optic applications along with certain aerospace battery
programs. Additionally, volumes of bulk pharmaceutical products increased in
2001 resulting from added capacity from a recent plant expansion. These
increases were offset by lower demands for lead based products sold as chemical
agents and lead-acid batteries. A decline in orders from telecommunications
customers also had a negative impact on the electronics assembly products sold
by the segment. Additionally, the Company experienced a fire at its
Harrisonville, Missouri bulk pharmaceutical chemical processing plant in August,
2001. The company estimates lost sales in 2001 of approximately $1.5 million
from the fire. This plant was restored to full operation in December, 2001.

      Pretax loss for the segment increased $13.1 million from a $(0.4) million
loss in 2000 to a $(13.5) million loss in 2001. Reduced profitability was
primarily a result of a $8.7 million restructuring charge taken in the fourth
quarter. Three plants are anticipated to be closed by the end of fiscal year
2002. These plants are located in Senceca, Missouri; Grove, Oklahoma and
Colorado Springs, Colorado. These plants will be closed once final customer
orders are completed and shipped. Asset impairment charges of approximately $3.6
million were recorded as restructuring to bring these facilities to their
estimated net realizable value. Approximately 100 employees, primarily
manufacturing labor from these locations, will be provided


                                       17
<PAGE>
severance based upon their length of service totaling approximately $1.6
million. Other shutdown costs, estimated to be $3.5 million, the majority of
which are related to inventory, are primarily non-cash. These charges are
reflected as Restructuring in the consolidated statement of income (loss).
Additionally, pretax loss for the segment increased due to lower operating
margins, increased reserves ($2.0 million) for bad debt and warranty costs and
higher interest costs of $0.2 million. As mentioned above, the Company
experienced a fire at one of its chemical plants which resulted in lost margins
and incremental costs aggregating an estimated $0.9 million which was offset by
an equal amount of benefit from insurance coverage. This claim is expected to be
finalized in the second quarter of 2002.

      The Outlook for 2002

      Sales for the Technologies Segment in 2002 are expected to decline by
approximately 2% to $195 million. The principal reason for the lower sales is
the curtailment and closing of certain operations related to the restructuring
of the business announced in late 2001. Partially offsetting these lower sales,
the Company anticipates some higher demands for its pharmaceutical chemical
products, coupled with the full recovery of those operations impacted by a fire
in 2001. The Company has also learned that a customer for germanium wafers may
be acquired by a competitor, which places approximately $7 million of revenue at
risk. Pretax profit is expected to remain flat (exclusive of 2001 restructuring
charge) with inefficiencies related to business restructuring offset by cost
improvement and avoidance programs. The Company is also evaluating certain of
its specialty chemical operations providing products that incorporate certain
rare and exotic materials to the electronics and communication industries.
Industry demand has softened significantly and the Company has also been
informed of a pending bankruptcy proceeding of one of its major customers for
these products. These circumstances may precipitate further restructuring
actions by the company that are not reflected in the above forecasts.

      THE MINERALS SEGMENT

      The Minerals Segment sales increased 1.0% to $65.7 million in 2001 from
$65.1 million in 2000 despite a decrease in the total volume of products sold.
Volume decreases were due to the rationalization of existing business and
general economic weakness. Revenue increased because of volume increases in
higher value-added products, a general price increase, plus an energy surcharge
that was in effect for part of the year to defray a portion of the increase of
natural gas and electricity costs experienced nationwide. At the end of 2001,
the Company also implemented an aggressive price improvement program directed
toward improving margins.

      Pretax income for the segment increased $1.1 million from $0.3 million in
2000 to $1.4 million in 2001. This increase was primarily attributable to lower
interest costs ($0.7 million) and reduced Headquarters charges ($0.3 million),
both reflective of better working capital management by the operation. The
Minerals Segment achieved improved profitability in 2001 despite increased
natural gas costs of $2.8 million and power cost increases of $0.4 million. The
increases in energy costs were mitigated through the use of alternative fuels,
energy conservation measures, and energy surcharges to customers. Natural gas
prices have stabilized and the Company expects that trend to continue through
2002. Additionally, penalties of $0.5 million and legal and consultant costs of
$0.4 million were incurred in the settlement of regulatory claims for violating
gaseous emission permits in Nevada and Oregon. Settlements have been reached in
both jurisdictions and the Company is in compliance with current permits or
interim orders.

      The Outlook for 2002

      Sales for the Minerals Segment in 2002 are expected to increase by
approximately 10% to $72.3 million due to increased demand for the company's
products as well as expansion of the product line into new higher value
applications. Pretax profit is expected to increase by 14% to $1.6 million on
higher sales volume.

      SUMMARY OF THE COMPANY

      Net Sales. Sales decreased 8.3% from $755.0 million in 2000 to $692.5
million in 2001 or 2.8% excluding $42.8 million of sales in 2000 from Divested
Divisions. The decline in sales was principally attributed to reduced demand for
Company products in the Automotive Segment from the automobile manufactures.
These decreases were partly offset by gains in the Technologies Segment.


                                       18
<PAGE>
      Cost of Products Sold. Cost of products sold, excluding that of Divested
Divisions, increased from 78.6% of net sales in 2000 to 80.7% of net sales in
2001, largely as a result of poor overhead absorption due to lower volumes,
particularly in the Automotive Segment, as well as new product launch costs in
the Automotive Segment.

      Selling and Administrative. Selling and administrative expenses declined
$8.3 million (14%) from 2000 to 2001. The Divested Divisions accounted for $4.8
million of the reduction. As a percentage of sales, selling and administrative
expenses declined from 7.9% in 2000 to 7.4% in 2001.

      Depreciation and Amortization. Depreciation and amortization expense
increased $1.3 million and $0.4 million, respectively. The increase in
depreciation expense is primarily attributable to capital expenditures in the
Automotive Segment.

      Management Compensation--Special. Management Compensation-Special is
severance primarily related to the separation from employment of four senior
executives at the Company's headquarters. This aggregated $3.1 million in 2001
for three senior executives and $1.6 million in 2000 for one senior executive.

      Insurance Settlement. During 2000, the Company settled claims against a
former insurer regarding environmental remediation costs for $16 million and
received such proceeds in the first quarter of 2000.

      Restructuring. During the fourth quarter of 2001 the Company announced a
restructuring of its Technologies Segment and a restructuring and relocation of
its corporate headquarters to Phoenix, Arizona, recording a charge against
income of $14.2 million. Approximately $5.5 million related to facilities, $5.0
million related to involuntary severance of approximately 165 employees and $3.7
million in other costs to exit business activities.

      In the facilities charge, approximately $3.6 million are non-cash
adjustments to write down the carrying value of the three Technologies plants to
their estimated net realizable value and abandoning primarily machinery and
equipment at these locations. These plants, located in Seneca, Missouri; Grove,
Oklahoma and Colorado Springs, Colorado, are anticipated to be closed by the end
of fiscal 2002. Each plant will be closed once final customer orders are
completed and shipped. $1.9 million represents an estimate of the total future
lease commitments less estimated proceeds received from subleasing the various
spaces, primarily at corporate headquarters in Cincinnati.

      Approximately 100 Technologies employees primarily from the locations
detailed above, will be provided approximately $1.6 million in severance based
upon their length of service. Approximately 40 corporate headquarters employees
located in Cincinnati will be provided approximately $3.2 million in severance
based upon length of service. The remaining 25 employees in various locations
will be provided approximately $.2 million in severance based upon length of
service.

      The $3.7 million in other shutdown costs are primarily non-cash and relate
to inventory.

      These charges are reflected as Restructuring in the consolidated statement
of income (loss). The Company anticipates substantially completing the
restructuring by year-end. Subsequent to year-end, the Company began analyzing
whether a portion of the assets in its overfunded pension plan could be made
available to pay severance costs related to the restructuring plan. The Company
anticipates an amendment to the pension plan and has provided new or amended
severance plans to allow for such payments. Up to $4.2 million of severance
could be paid out of the pension plan. This could result in a gain to
restructuring in 2002 if the amendment to the pension plan is approved and if
severed employees elect the new or amended severance plans. See Note M, Pension
and Other Postretirement Benefit Plans.

      Divestitures. During 2001, the Company incurred additional costs of $2.1
million related to divisions divested which were sold in prior years. During
2000, as part of the Company's previously announced program to focus management,
technical and financial resources on core businesses, the Company completed the
sale of its Ross Aluminum Foundries, Fluid Systems, MARCO, Rubber Molding and
Cincinnati Industrial Machinery divisions for aggregate net proceeds of $85.0
million and an aggregate gain on the sale of these divisions of $17.1 million,
which was reduced for provisions made for items relating to divisions sold in
prior years to $3.1 million.


                                       19
<PAGE>
      Interest expense. Interest expense was $40.1 million in 2001 (not
including interest allocated to discontinued operations of $3.3 million) and
$44.0 million in 2000 (not including interest allocated to discontinued
operations of $3.4 million), a decrease of $3.9 million. The decrease in
interest expense is due to lower interest rates in 2001 and lower debt balances
in 2001 as a result of the application of proceeds from the sales of divisions
and the insurance settlement in 2000.

      Income (Loss) from Continuing Operations Before Taxes. Income (loss) from
Continuing Operations before taxes was $(31.9) million for 2001 and $18.4
million for 2000. The following items are significant differences between income
(loss) from Continuing Operations before taxes for 2001 and 2000:

      -     A restructuring charge of $14.2 million related principally to the
            Technologies Segment and Headquarters in 2001;

      -     Provisions for Management Compensation--Special of $3.1 million in
            2001 versus $1.6 million in 2000;

      -     Income of $16 million from an insurance settlement in 2000;

      -     Gain on sale of the Divested Divisions of $3.1 million in 2000;

      -     In 2001, recognition of additional costs of $2.1 million related to
            environmental and litigation matters associated with divisions sold
            in prior years. See Note B in Item 8.

      -     An increase in Other Income of $3.8 million in 2001 primarily due to
            gains in foreign currency transactions of $0.5 million in 2001
            versus a loss of $(1.4) million in 2000 and an increase in royalty
            income of $0.9 million year over year.

      -     Loss before tax of Divested Divisions, before the gain on the sale
            of such divisions, in 2000 of $4.3 million;

      -     Decreases of pretax income of $18.0 million and $4.3 million at the
            Automotive and Technologies Segments, respectively, and increases in
            pretax income of $1.1 million in the Minerals Segment; and

      -     A decrease in Headquarters operating expenses of $1.7 million,
            excluding the insurance settlement proceeds in 2000 and the
            restructuring charge in 2001.

      Income Taxes (Benefit). Income taxes (benefit) were $(10.0) million and
$9.1 million in 2001 and 2000, respectively. The sale of the Divested Divisions
and the income from the insurance settlement in 2000 affect comparability of
income taxes and the effective tax rates. The income taxes (benefit) in 2000 is
largely attributable to taxable gains resulting from divestitures.

      Discontinued Operations. Throughout 2001, the Company accounted for the
Machinery Segment as a discontinued operation and prior periods have been
restated to remain consistent with this same treatment. On December 14, 2001,
the Company completed the sale of the assets of this segment. See Note B in Item
8 below.

      Net Income (Loss). Net income (loss) for 2001 and 2000 were $(54.0)
million and $5.6 million, respectively. The significant items are discussed in
the Income (Loss) from Continuing Operations Before Taxes and Discontinued
Operations sections above.

      Preferred stock dividend accretion of $13.3 million in 2001 increased net
loss of $(54.0) million to a net loss applicable to common shareholders of
$(67.3) million. In 2000, preferred stock dividend accretion of $11.8 million in
2000 reduced net income of $5.6 million to a net loss applicable to common
shareholders of $(6.2) million.


                                       20
<PAGE>
      Company Outlook for 2002

      The Company is expecting sales for 2002 to be flat at approximately $700
million. Increased sales in the Minerals Segment are expected to be offset by
declines in the Technologies Segment. The Automotive Segment is projected flat
year over year. Pretax loss is expected to be reduced by approximately $30
million, to a range of $(2) million to $(5) million, without regard to any
further potential restructuring charges. Profit improvement is expected to
result from improved operations and as well the fact that 2001 pretax income was
unfavorably impacted by $17 million in restructuring and other non-recurring
charges. After foreign taxes, this level of pretax loss would result in a net
loss of approximately $(7) million to $(10) million. After preferred stock
dividend accretion of $14.9 million in 2002, this would result in a net loss
applicable to common shareholders of approximately $(21.9) million to $(24.9)
million.

2000 COMPARED TO 1999

      THE AUTOMOTIVE SEGMENT

      Sales in the Automotive Segment increased 5.2% from $433.8 million in 1999
to $456.4 million in 2000. Contributing to the increase were an additional three
months of ownership of Carpenter, which was purchased effective March 1, 1999,
and approximately $15.0 million of new business. Price reductions of $4.5
million, matured or lost business of approximately $22.0 million and the effects
of production slowdowns during the fourth quarter of fiscal year 2000 reduced
year 2000 sales.

      Production slowdowns during the fourth quarter occurred in part as a
result of the shutdown of production at Ford's sport utility vehicle and light
truck facilities in order to divert tire production to satisfy demand created by
the Firestone tire recall. Higher interests rates and a slowing of the economy
also adversely impacted fourth quarter production volume.

      Pretax profit decreased $3.2 million from $10.6 million in 1999 to $7.4
million in 2000. Pricing reductions of $4.5 million, an additional $1.7 million
of interest expense, a $2.0 million increase in depreciation and amortization
expense and approximately $1.3 million of foreign currency exchanges losses
contributed to the decline in profitability. These drags on profit were offset
somewhat by improved operating efficiencies and material cost savings resulting
from the Company wide strategic sourcing initiative commenced in 1999.

      THE TECHNOLOGIES SEGMENT

      Sales by the Technologies Segment decreased 3.6% from $198.5 million to
$191.4 million. Excluding sales of EPEP, which was acquired during the third
quarter of fiscal year 2000, sales of the Technologies Segment during 2000 were
$186.8 million, a decrease of 5.9%. Special Purpose Batteries lead the decline
in sales due to softness in the aerospace and defense markets and the loss of a
large customer. Sales declines in Specialty Materials due to lower demand for
enriched boron as a result of temporary shutdowns of certain nuclear reactors
were offset somewhat by increased sales of bulk pharmaceutical products and
clean containers. Sales of depleted zinc were less than half of expected levels
due to the loss of the largest customer of that product.

      Pretax income decreased $12.1 million from $11.7 million in 1999 to a
pretax loss of ($.4) million in 2000. Substantially all of the decline in pretax
income is attributable to lower volumes resulting in poor absorption of
overhead, a $2.3 million increase in interest expense, a $1 million increase in
depreciation and amortization expense and significantly higher health care costs
during 2000.

      THE MACHINERY SEGMENT

      This Segment has been restated as a discontinued operation. See Note B,
Acquisitions, Divestitures and Discontinued Operations in Item 8 below. Loss
from operations of the discontinued segment was $3.7 million, net of $2 million
tax benefit, in 2000 and $4.1 million, net of $2.2 million tax benefit, in 1999.


                                       21
<PAGE>
      THE MINERALS SEGMENT

      For the Minerals Segment, results of 2000 were much improved over 1999.
During the year, the Minerals Segment undertook a program to rationalize its
existing business and implement a more uniform pricing scheme, raising prices on
certain low margin business and replacing other low margin business with higher
margin business. The strategy was a success, resulting in a 5.5% increase in
sales by the Minerals Segment from $61.7 million to $65.1 million while total
volume of products sold remained flat. Pretax income at the Minerals Segment
also increased significantly from a loss of ($4.1) million to a gain of $.3
million. The improvement in the Minerals Segment's operating margin is
attributable not only to the business and pricing rationalization program
undertaken during the year, but also significant gains in production efficiency.
Notably, these efficiency gains offset an approximately $1.3 million increase in
natural gas costs associated with processing the diatomaceous earth. Reduced
charges from the Company headquarters as a result of better working capital
management and a reduction in depreciation expense of approximately $.7 million
also contributed to the increase in pretax income. The depreciation expense was
lower in 2000 because certain items on the Minerals Segment's books were fully
depreciated in 1999.

      SUMMARY OF THE COMPANY

      Net Sales. While the Company's divestiture program resulted in a decrease
in year 2000 Consolidated Net Sales of approximately 8.2%, the Company's
Consolidated Net Sales actually increased approximately 1.2% after excluding
sales of Divested Divisions and EPEP, which was acquired in June 2000. Increased
sales in the Automotive Segment and the Minerals Segment were largely offset by
decreased sales in the Technologies Segment.

      Cost of Products Sold. Cost of products sold, excluding that of Divested
Divisions, increased from 78.3% of net sales to 78.6%, largely as a result of
less overhead absorption due to lower volumes.

      Selling and Administrative. Selling and administrative expenses, excluding
those of Divested Divisions, remained flat from 1999 to 2000 as a percentage of
net sales.

      Depreciation and Amortization. Depreciation and amortization expense
decreased $2.5 million and $.7 million, respectively. The decrease in
depreciation expense is primarily attributable to the sale of the Divested
Divisions. The reduction in amortization expense is attributable to the sale of
the Divested Divisions.

      Management Compensation--Special. Management Compensation-Special is
severance-related to the separation from employment of a senior executive.

      Insurance Settlement. The Company settled claims against a former insurer
regarding environmental remediation costs for $16 million and received such
proceeds in the first quarter of 2000.

      Divestitures. During 2000, as part of the Company's previously announced
program to focus management, technical and financial resources on core
businesses, the Company completed the sale of its Ross Aluminum Foundries, Fluid
Systems, MARCO, Rubber Molding and Cincinnati Industrial Machinery divisions for
aggregate net proceeds of $85.0 million and an aggregate gain on the sale of
these divisions of $17.1 million, which was reduced for provisions made for
items relating to divisions sold in prior years to $3.1 million.

      Interest expense. Interest expense was $43.9 million in 2000 and $45.4
million in 1999, a decrease of $1.5 million. The decrease in interest expense is
due to the application of proceeds from the sales of the Ross Aluminum
Foundries, Marco and Fluid Systems Divisions and the insurance settlement in the
first quarter of 2000 to the outstanding debt balances. In the second and third
quarters of 2000, the proceeds of the sale of Rubber Molding and Cincinnati
Industrial Machinery Divisions were applied to outstanding debt balances.

      Income (Loss) From Continuing Operations Before Taxes. Income (loss) from
continuing operations before taxes was $18.3 million for 2000 and $(14.0)
million for 1999. The following items affect the comparability between income
(loss) before taxes for 2000 and 1999:


                                       22
<PAGE>
      -     A provision for impairment of assets held for sale of $21.4 million
            in 1999;

      -     Provisions for Management Compensation--Special of $1.6 million in
            2000 versus $0.6 million in 1999;

      -     Proceeds of $16 million from an insurance settlement in 2000;

      -     Gains on sales of divisions of $3.1 million in 2000;

      -     Income (loss) before tax of Divested Divisions, net of the gain on
            the sale of such divisions in 2000 and net of the provision for the
            impairment of assets in 1999, of $(4.3) million in 2000 and $(6.6)
            million in 1999;

      -     Decreased deprecation, amortization and interest expense as a result
            of the sale of the Divested Divisions and the application of the
            proceeds to pay down debt;

      -     Increase of pretax income of $4.4 million at the Minerals Segments,
            and decreases in pretax income of $3.5 million and $12.1 million in
            the Automotive and Technologies Segments, respectively; and

      -     A decrease in the net loss at the Headquarters, excluding the
            insurance settlement proceeds, of $1.0 million.

      Income Taxes (Benefit). Income taxes (benefit) were $9.0 million and $0.5
million in 2000 and 1999, respectively. The acquisition of Carpenter in 1999 and
in the sale of the Divested Divisions in 2000 affect comparability of income
taxes and the effective tax rates. The increase in income taxes (benefit) in
2000 is largely attributable to taxable gains resulting from divestitures.

      Net Income (Loss). Net income (loss) for 2000 and 1999 were $5.6 million
and $(17.6) million, respectively. In 1999, net income was significantly
impacted by the effects of the non-cash provision related to the impairment of
net assets of operations to be sold of $21.4 million. In 2000, net income was
significantly impacted by the $16 million proceeds from the insurance settlement
and $3.1 million in divestitures.

      Preferred stock dividend accretion of $11.8 million in 2000 reduced net
income of $5.6 million to a net loss applicable to common shareholders of $(6.2)
million. In 1999, preferred stock dividend accretion of $10.6 million increased
the net loss applicable to common shareholders to $(28.2) million.

FINANCIAL CONDITION

      OPERATING ACTIVITIES

      Net cash provided by operating activities for the fiscal year ended
November 30, 2001 was $67.5 million compared to $45.6 million for the comparable
2000 period (when adjusted for the sale of the Company's Machinery Segment,
which is shown as a discontinued operation). The increase in net inflow of cash
from operating activities in the fiscal year 2001 period occurred largely as a
result of changes in the balances of certain current assets and liabilities.
Receivables decreased $0.8 million, inventories decreased $8.2 million, and
accounts payable and accruals increased $28.4 million and $4.5 million
respectively, as the Company continued to emphasize better management of its
working capital position. The Company has adopted new terms with its vendors,
which provide for longer payment periods. These longer payment periods have been
implemented without incurring any finance charges and the Company continues to
be generally current on its vendor terms.

      During 2001, the Company reported its Machinery Segment as a discontinued
operation as discussed in Note B, Acquisitions, Divestitures and Discontinued
Operations in Item 8 below. The Company recorded a provision for discontinued
operations of $30.4 million, net of tax benefits of $6.1 million. Net cash
provided by the Machinery Segment during 2001 was $4.3 million, compared to $4.6
million in 2000.


                                       23
<PAGE>
      INVESTING ACTIVITIES

      Investing activities used $36.8 million in cash during 2001, compared to
2000 where $35.8 million was provided, of which $72.7 million was provided from
proceeds from sales of divisions, net of acquisitions. Capital expenditures
amounted to $36.5 million for 2001 as the Company continued to invest in plant
and equipment related to new product launches at the Hillsdale Division, the
addition of a new coating line at the Wolverine Division, improved manufacturing
efficiencies and general maintenance in all segments.

      FINANCING ACTIVITIES

      The Company used $17.8 million for financing activities in 2001 while
$88.6 million was used for these activities in 2000. The Company borrowed $6.2
million under its revolving credit facilities and permanently repaid $20.8
million under its long-term debt obligations. The Company also purchased stock
from a former senior officer for $2.1 million. Scheduled debt payments,
excluding the Receivables Agreement which was subsequently replaced with a new
securitization facility, for 2002 and 2003 are $27.7 million and $25.6 million,
respectively.

      OUTLOOK FOR 2002

      Net cash provided by operating activities in 2002 is expected to be
approximately $37 million. Most of the change from 2001 will be attributable to
a modest increase in working capital compared to a significant decrease in
working capital in 2001. This will be partially offset by a reduced net loss
from continuing operations.

      Investing activities are expected to use approximately $17 million,
reflecting projected capital expenditures of $22 million and receipt of proceeds
from the sale of the machinery segment.

      The Company anticipates required repayment of approximately $28 million of
long term debt in 2002 which will be partially offset by increases in other debt
facilities of approximately $8 million.

      EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

      Earnings to fixed charges and preferred stock dividends ("Ratio") were
0.18x in 2001, 1.11x in 2000 and 0.57x in 1999. In 2001, earnings were not
sufficient to cover fixed charges and accreted preferred stock dividends by
$45.2 million. However, excluding the $14.2 million charge for restructuring,
reduces this shortfall to $31 million and the ratio would be improved to 0.44x.
In 2000, if the insurance proceeds and the gain on the sale of divisions was
excluded, the Ratio would be 0.78x and earnings would not be sufficient to cover
fixed charges and preferred stock dividends by $12.6 million. In 1999, earnings
were not sufficient to cover fixed charges and accreted preferred stock
dividends by $24.5 million. However, excluding the impairment of the net assets
of operations held for sale, this shortfall is reduced to $3.1 million and the
Ratio is improved to 0.95x.

      CREDIT AGREEMENT EBITDA

      The Company's senior secured credit facility has several financial
covenants which are based on EBITDA as defined in the credit agreement for such
credit facility. EBITDA is defined in the credit agreement ("Credit Agreement
EBITDA") as earnings before interest expense, income taxes, depreciation and
amortization, determined (A) without giving effect to (i) any extraordinary
gains or losses but with giving effect to gains or losses from sales of assets
sold in the ordinary course of business, (ii) any impact from the LIFO method of
inventory accounting, (iii) any non-cash charge other than routine recurring
non-cash charges that result in an accrual of a reserve for cash charges in any
future period deducted in determining consolidated net income for such period,
(iv) amounts paid to present or future officers or employees in connection with
their separation from employment, up to a limit (together with any compensation
expense incurred in connection with the acquisition of the Company by Granaria)
of $43.2 million (of which $9.1 million remained unused as of November 30,
2001), (v) a $16.0 million gain from the receipt of insurance proceeds in 2000,
(vi) the loss from the sale of the Company's


                                       24
<PAGE>
former Machinery Segment and the loss from operations of the Machinery Segment
in 2001, and (B) with giving effect to proforma pre-acquisition consolidated
EBITDA attributable to businesses acquired during the year.

      The Company's earnings from continuing operations before interest, income
taxes, depreciation and amortization was $67.3 million for 2001, $119.8 million
for 2000 and $92.1 million for 1999. The following adjustments have been made to
the Company's earnings before interest, income taxes, depreciation and
amortization to arrive at Credit Agreement EBITDA:

<TABLE>
<CAPTION>
                                                                   2001         2000         1999
                                                                  -------     --------     --------
<S>                                                               <C>         <C>          <C>
         Earnings from continuing operations before
         income taxes, interest, depreciation, and
         amortization:                                            $67,298     $119,810      $92,142
              Restructuring charges                                14,163           --           --
              Losses from sale of divisions                         2,105           --       21,407
              Management compensation - special                     3,125        1,560          556
              Stock appreciation rights                             (950)          605         (49)
              Gains from insurance settlements                         --     (16,000)           --
              LIFO provision                                          372          985        (383)
              Proforma pre-acquisition EBITDA                          --        1,221        2,702
              Other non-cash, non-recurring items                   1,000          218       11,596
              Discontinued operations - CED                            --        2,290        1,727
                                                                  -------     --------     --------
         Credit Agreement EBITDA                                  $87,113     $110,689     $129,698
                                                                  -------     --------     --------

</TABLE>

      Credit Agreement EBITDA, as defined herein, may not be comparable to
similarly titled measures reported by other companies and should not be
construed as an alternative to operating income or cash flows from operating
activities, as determined by generally accepted accounting principles, as a
measure of the Company's operating performance or liquidity, respectively. Funds
depicted by Credit Agreement EBITDA are not available for management's
discretionary use to the extent they are required for debt service and other
commitments.

      The three financial covenants contained in the Company's senior secured
credit agreement are a leverage ratio (the ratio of total debt less cash on the
balance sheet to Credit Agreement EBITDA), an interest coverage ratio (the ratio
of Credit Agreement EBITDA to interest expense) and a fixed charge coverage
ratio (the ratio of Credit Agreement EBITDA to the sum of interest expense plus
required principal payments plus cash dividends paid plus income taxes paid)
(all as defined in the Credit Agreement). The following table presents the
required ratios and the actual ratios at November 30,2001, 2000 and 1999.

<TABLE>
<CAPTION>
         FINANCIAL COVENANT                                   2001                 2000                 1999
         ------------------                                  ------              --------             --------
<S>                                                     <C>                 <C>                   <C>

                                                        equal to or          equal to or          equal to or
              Leverage Ratio - Required                 less than    5.25    less than    4.50    less than    5.60
              Leverage Ratio - Actual                                4.80                 4.07                 4.19

                                                        equal to or          equal to or          equal to or
              Interest Coverage Ratio - Required        greater than 2.00    greater than 2.25    greater than 1.85
              Interest Coverage Ratio - Actual                       2.23                 2.55                 2.85

                                                        equal to or          equal to or          equal to or
              Fixed Charges Coverage Ratio - Required   greater than 1.25    greater than 1.50    greater than 1.50
              Fixed Charges Coverage Ratio - Actual                  1.45                 1.73                 1.94
</TABLE>

      In 2001, Credit Agreement EBITDA losses in the Automotive Segment and the
Technologies Segment were the principal reasons for the year over year
deterioration. In 2000, Credit Agreement EBITDA gains in the Minerals segment
was largely offset by reduced Credit Agreement EBITDA in the Technologies
Segment. The Automotive Segment Credit Agreement EBITDA was flat from 1999 to
2000.

      Credit Agreement EBITDA Outlook for 2002

      The Company is projecting 2002 Credit Agreement EBITDA to be in a range of
$93 million to $97 million, an increase of approximately 9% to 13% from 2001
Credit Agreement EBITDA. The increase is expected as a result of cost reduction


                                       25
<PAGE>
initiatives across the Company and a reduction of new product launch costs in
the Automotive Segment on relatively flat sales due to continued economic
weakness.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's cash flow from operations and available credit facilities
are considered adequate to fund both the short-term and long-term capital needs
of the Company. As of November 30, 2001, the Company had $41.6 million unused
under its senior secured revolving credit facility, $30.8 unused under its
accounts receivable loan agreement (the "Receivables Agreement"), and $4.7
million unused under its European unsecured lines of credit. However, due to
various financial covenant limitations under the Company's senior secured credit
agreement (the "Credit Agreement") measured at the end of each quarter, on
November 30, 2001, the Company could incur only an additional $14.2 million of
indebtedness.

      At November 30, 2001, the Company was in compliance with the covenants of
its senior secured credit agreement and senior subordinated notes. Certain of
the Company's European operations did not meet the terms of the European credit
agreements as of November 30, 2001; however, the Company has obtained the
necessary waivers from the lender.

      Subsequent to November 30, 2001, the Company entered into an agreement
with a GE Capital sponsored commercial paper conduit to sell substantially all
of its domestic accounts receivable through an unconsolidated special purpose
entity, Eagle-Picher Funding Corporation ("EPFC"). Proceeds from this new
facility were used to payoff amounts outstanding under the Company's existing
Receivables Agreement on the closing date and other corporate purposes. The
agreement involves the sale of receivables of the Company and certain of its
Domestic subsidiaries to EPFC, which in turn sells an undivided interest in a
revolving pool of receivables to the financial institution. EPFC has no recourse
to the Company and its subsidiaries for failure of the debtors to pay when due.
The agreement provides for continuation of the program on a revolving basis for
approximately a three-year period. The Company has adopted Financial Accounting
Standards Board SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." However, under the
definitions contained in the Credit Agreement, the aggregate amount of capital
investment by the conduit at a given point in time is treated as indebtedness
for purposes of various financial covenants in the Credit Agreement.

      The Company has entered into various interest rate swap agreements to
manage its variable interest rate exposure. Per the terms of the swap
agreements, the Company exchanges, at specified intervals, the difference
between fixed and variable interest amounts based on a notional amount of $90
million. The swap agreements effectively fix the interest rate on $90 million of
the debt under the Credit Agreement at a weighted average interest rate of
5.678% beginning March 5, 2001 and maturing December 15, 2003.

      Based on the projections described above, the Company believes that it
will be in compliance with all of its debt covenants throughout 2002. However,
any adverse changes in actual results from projections, along with the
contractual tightening of the covenants under the Credit Agreement, which begins
in the quarter ending May 31, 2002, would place the Company at risk of not being
able to comply with all of the covenants of the Credit Agreement. In the event
the Company cannot comply with the terms of the Credit Agreement as currently
written, it would be necessary for the Company to obtain a waiver or renegotiate
its loan covenants, and there can be no assurance that such negotiations will be
successful. Any agreements to amend the covenants would likely require a payment
of a fee and increase in the interest rate payable by the Company on its debt
under the Credit Agreement. The amount of such fee and increase in interest rate
would be determined in the negotiations of the amendment.

      The Company's $220 million revolving credit facility in its senior Credit
Agreement expires February 28, 2004. The Company will be required to extend or
replace this facility before that date. As of November 30, 2001, the Company had
borrowed approximately $142 million and had approximately $36.5 million of
letters of credit issued under this facility.

      The Company's new management team is completing a strategic and
operational review of the Company's businesses, including a review of portfolio
mix, within the limits of the Company's financial resources and credit
instruments.

      The following tables list the Company's contractual obligations and
commercial commitments:


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                                                               Payments Due by Period
                                                                      Less than
Contractual Obligations (in millions of dollars)          Total        1 Year      1-3 Years    4-5 Years   Over 5 Years
------------------------------------------------        ----------    ----------   ---------    ----------  ------------
<S>                                                     <C>           <C>          <C>          <C>         <C>
Long-term Debt .................................          $443.2        $42.0       $169.4        $11.8       $220.0
Operating Lease Commitments ....................            10.3          2.9          4.5          2.9           --
Preferred Stock ................................           141.9           --           --           --        141.9
Preferred Stock Dividends ......................            83.3           --         25.0         33.3         25.0
Environmental Liability ........................             6.8          1.4          5.4           --           --
                                                        ----------    ----------   ---------    ----------  ------------
Total Contractual Cash Obligations..............          $685.5        $46.3       $204.3        $48.0       $386.9
                                                        ==========    ==========   =========    ==========  ============
</TABLE>

      Commencing March 1, 2003, dividends on the Company's Convertible
Exchangeable Preferred Stock become cash payable at 11 3/4% per anum; the first
semiannual dividend payment of $8.3 million is due September 1, 2003. If the
Company does not pay cash dividends on the preferred stock, then holders of the
preferred stock become entitled to elect a majority of the Board of Directors of
Eagle-Picher Holdings. Dakruiter S.A., a company controlled by Granaria Holdings
B.V., holds approximately 51.8% of the preferred stock and therefore Granaria
Holdings would continue to be able to elect the entire Board of Directors of the
Eagle-Picher Holdings. See Note H in item 8.

      The Company has a perpetual advisory and consulting agreement with a
related party that requires an annual management fee of $1.75 million plus
out-of-pocket expenses. See Item 13. These perpetual amounts are not reflected
above, as there is no expiration date for the advisory and consulting agreement.

      The Company is involved in various stages of investigation and remediation
related to environmental remediation projects at a number of sites as a result
of past and present operations, including currently-owned and formerly-owned
plants. Also, the Company has received notice that it may have liability under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
as a Potentially Responsible Party at a number of sites ("Superfund Sites"). The
ultimate cost of site remediation is difficult to predict given the
uncertainties regarding the extent of the required remediation, the
interpretation of applicable laws and regulations and alternative remediation
methods. Based on the Company's experience with environmental remediation
matters, the Company has accrued an aggregate amount of $15.0 included in Other
Accrued Liabilities. There can be no assurances that environmental laws and
regulations will not become more stringent in the future or that the Company
will not incur significant costs in the future to comply with such laws and
regulations. Accordingly, future information and developments will require the
Company to continually reassess the expected impact of these environmental
matters. The Company has included in the above table $6.8 million of contractual
commitments based on its current remediation plans. The remaining commitments
are not contractually committed and therefore not included in the above table.
See Note N in Item 8.

<TABLE>
<CAPTION>
                                                                               Amount of Commitment Expiration by Period

Other Commercial Commitments (in millions of               Total Amounts    Less than
dollars)                                                     Committed        1 Year     1-3 Years    4-5 Years    Over 5 Years
---------------------------------------------              -------------    ----------   ---------    ----------   ------------
<S>                                                        <C>              <C>          <C>          <C>          <C>
Third-Party Guarantee- Trim Division............                $ 2.7         $ 2.7         $--           $--        $--
Third-party Guarantee- Transicoil ..............                  5.4           1.4         2.8           1.2         --
Stand-by Letters of Credit .....................                 36.4          36.4          --            --         --
                                                           -------------    ----------   ---------    ----------   ------------
Total Other Commercial Commitments .............                $44.5         $40.5         2.8          $1.2         --
                                                           =============    ==========   =========    ==========   ============
</TABLE>

      The Company has provided a guarantee on certain receivables of its former
Trim Division business to the buyer's lender. The Trim Division was sold in
November 1998. The buyer of the business is currently in default on its debt;
and the buyer's lender has demanded payment on the guarantee. The initial amount
of the receivables guaranteed was $3.9 million. The buyer's lender has claimed
that $2.7 million of the receivables remain uncollected, and has demanded
payment of that amount plus interest from February 2001. The Company is
currently investigating the amount of uncollected receivables and believes the
actual amount of uncollected receivables may be less than $2.7 million.

      The Company is the guarantor on the lease of a building by its former
Transicoil subsidiary which was sold in 1997. The Company believes the
likelihood of being liable for the lease is remote. The original term of the
lease expires in 2005; however, there are two five-year renewals terms that the
Company has also guaranteed. The rent for the two five-year renewals is based
upon the Consumer Price Index, at the time of renewal, should Transicoil not
exercise its purchase option


                                       27
<PAGE>
on the building. The amount of the guarantee for the current lease has been
included in the table above; however, any potential commitments related to the
two five-year renewals have not been disclosed as a commercial commitment in the
above table as the buyer's intent is unknown at this time.

      The stand-by letters of credit are required by various governmental
regulatory agencies and support the Company's obligations for environmental
remediation, workers compensation and mining reclamation. Although the letters
of credit expire by their terms within one year, the obligations they support
extend into the future and it is expected that these letters of credit will be
renewed annually.

      The Company is engaged in various litigation matters as further described
in Item 3 above. It is not possible to quantify an estimate of the cost of such
litigation matters at this time and they have not been included as other
commercial commitments in the above table.

OTHER

      NEW ACCOUNTING STANDARDS

      In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities--a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This Statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company adopted this statement for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for the year ended November 30, 2001; however the
Statement was not applicable to the company until EPFC was established in the
first quarter of 2002. See Note F in Item 8.

      In June 2001, the FASB issued three additional pronouncements. SFAS No.
141, "Business Combinations," requires that all acquisitions be accounted for
using the purchase method and in certain situations, requires the segregation of
intangible assets from goodwill. SFAS No. 142, "Goodwill and Intangible Assets,"
presumes that goodwill and other intangible assets have infinite lives and, as
such, prescribes that these assets will not be amortized, but rather tested at
least annually for impairment. This pronouncement also provides specific
guidance on testing intangible assets. SFAS No. 143, "Accounting for Asset
Retirement Obligations," requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS 141 is effective for all business combinations initiated
after June 30, 2001. The Company will be required to adopt SFAS No. 142 and SFAS
No. 143 no later than the first quarter of the fiscal year ending November 30,
2003.

      In September 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which superceded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of." The primary difference is that goodwill has been removed from
the scope of SFAS No. 144. It also broadens the presentation of discontinued
operations to include a component of an entity rather than segment of a
business. A component of an entity comprises operations and cash flows that can
clearly be distinguished operationally and for financial accounting purposes
from the reset of the entity. The Company will be required to adopt the
provisions of SFAS No. 144 no later than the first quarter of our fiscal year
ended November 30, 2003.

      The Company has not completed the process of evaluating the impact that
will result from adopting these statements. The Company therefore is unable to
disclose the impact, if any, that adopting these statements will have on its
financial position and results of operations when such statements are adopted.

<PAGE>
FORWARD LOOKING STATEMENTS

         This report contains statements which, to the extent that they are not
statements of historical fact, constitute "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E
of the Securities Exchange Act of 1934. The words "estimate," "anticipate,"
"project," "intend," "believe," "expect," and similar expressions are intended
to identify forward-looking statements. Forward looking statements in this
report include, but are not limited to, any statements under the heading
"Outlook for 2002." Such forward-looking information involves risks and
uncertainties that could cause actual results to differ materially from those
expressed in any such forward-looking statements. These risks and uncertainties
include, but are not limited to, the ability of the Company to maintain existing
relationships with customers, demand for the Company's products, the ability of
the Company to successfully implement productivity improvements and/or cost
reduction initiatives, the ability of the Company to develop, market and sell
new products, the ability of the Company to obtain raw materials, increased
government regulation or changing regulatory policies resulting in conditions,
acquisitions and divestitures, technological developments and changes in the
competitive environment in which the Company operates. Persons reading this
report are cautioned that such forward-looking statements are only predictions
and that actual events or results may differ materially.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK MANAGEMENT ACTIVITIES

         The Company is exposed to market risk including changes in interest
rates, currency exchange rates and commodity prices. The Company uses derivative
instruments to manage its interest rate and foreign currency exposures. The
Company does not use derivative instruments for speculative or trading purposes.
Generally, the Company enters into hedging relationships such that changes in
the fair values or cash flows of items and transactions being hedged are
expected to be offset by corresponding changes in the values of the derivatives.

         Interest Rate Management

         The Company enters into interest rate swap agreements to manage
interest rate costs and risks associated with changing interest rates. The
differential to be paid or received under these agreements is accrued and
recognized as adjustments to interest expense. The fair value of the swap
agreements and changes in the fair value as a result of changes in market
interest rates are recognized in Accumulated Other Comprehensive Income (loss)
in the Company's consolidated balance sheets. At November 30, 2001, the Company
had interest rate swap agreements outstanding with a commercial bank having a
notional principal amount of $90 million. These agreements effectively changed
the interest rate exposure on $90 million of the Company's floating debt to a
weighted fixed rate of 5.678% plus the applicable spread. The Company
anticipates entering into additional interest rate swap agreements through the
maturity date of the Credit Agreement. The remaining amount of loans outstanding
under the Credit Agreement bear interest at the floating rates as described in
Note F to the consolidated financial statements contained in Item 8. In
addition, the Company has loans outstanding under the Receivables Agreement
which bear interest at variable rates equal to market rates on commercial paper
having a term similar to applicable interest periods. Accordingly, the combined
effect of a 1% increase in an applicable index rates would result in additional
interest expense of approximately $1.2 million annually, assuming no change in
the level of borrowings. At November 30, 2001, the Company had unrealized net
losses under interest rate swap agreements of $(4.8) million which has been
recorded in Accumulated Other Comprehensive Income (loss) in the consolidated
balance sheet.

         The Company does not hold collateral for these instruments and
therefore is exposed to credit loss in the event of nonperformance by the other
party to the interest rate swap agreement. However, the Company does not
anticipate any such nonperformance.

         The following table presents information for all dollar-denominated
interest rate instruments. In addition, the Company has several working capital
facilities denominated in multiple currencies (see Note F to the Consolidated
Financial Statement in Item 8). The fair value presented below approximates the
cost to settle the outstanding contract.


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                                      EXPECTED MATURITY DATE
                                  --------------------------------------------------------------------------------------------------
(IN MILLIONS OF DOLLARS)          2002         2003        2004           2005          2006     THEREAFTER     TOTAL     FAIR VALUE
------------------------          ----         ----        ----           ----          ----     ----------     -----     ----------

<S>                               <C>          <C>         <C>            <C>           <C>      <C>           <C>        <C>
LIABILITIES
Long-Term Debt
   Variable Rate Debt ($)         42.0         25.6        143.8          11.8            0            0        223.2        223.2
     Average Interest Rate         4.7%         4.8%         4.6%          1.9%           0            0          4.8%
   Fixed Rate ($) ........                                                                         220.0        220.0        114.0
     Average Interest Rate         9.4%         9.4%         9.4%          9.4%                      9.4%         9.4%         9.4%
INTEREST RATE DERIVATIVES
Interest Rate Swaps
   Variable to Fixed ($) .                                  90.0                                                 90.0         (4.8)
     Average Pay Rate ....        5.68%                                                                          5.68%
     Average Receive Rate         2.03%                                                                          2.03%
</TABLE>

         Currency Rate Management

         The Company has operations and sells its products in a number of
countries and, as a result, is exposed to changes in foreign currency exchange
rates. The Company uses forward contracts to hedge a portion of its forecasted
sales, generally within the next 12 months. The Company manages most of these
exposures on a consolidated basis, which allows netting certain exposures to
take advantage of any natural offsets. To the extent the net exposures are
hedged, forward contracts are used. Foreign exchange forward contracts are legal
agreements between two parties to purchase and sell a foreign currency, for a
price specified at the contract date. The foreign exchange forward contracts
require the Company to exchange foreign currencies for U.S. dollars or vice
versa, and generally mature in twelve months or less. As of November 30, 2001,
the Company had outstanding foreign exchange forward contracts with aggregate
notional amounts of $14.5 million. Unrealized net losses on these contracts,
based on prevailing financial market information as of November 30, 2001, was
$(.1) million and was included in Accumulated Other Comprehensive Income (loss)
in the consolidated balance sheet. During the fiscal year ended November 30,
2000, gains and losses on contracts that became due were included in the
measurement of the related foreign currency transactions. As of November 30,
2001, all forecasted transactions being hedged are expected to occur in fiscal
year 2002. The Company's principal areas of exposure are related to sales
denominated in the currencies of Europe and Canada, with the majority of this
exposure related to European currencies.

         Credit Risk

         As part of its ongoing control procedures, the Company monitors
concentrations of credit risk associated with financial institutions with which
it conducts business. Credit risk is minimal as credit exposure is limited with
any single high quality financial institution to avoid concentration. The
Company also monitors the creditworthiness of its customers to which it grants
credit terms in the normal course of business. Concentrations of credit risk
associated with these trade receivables are considered minimal due to the
Company's geographically diverse customer base. Bad debts have been minimal. The
Company does not normally require collateral or other security to support credit
sales.


                                       30
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                           EAGLE-PICHER HOLDINGS, INC.

                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                  YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                           2001              2000             1999
                                                                       -------------    -------------     -------------
                                                                                   (IN THOUSANDS OF DOLLARS,
                                                                                    EXCEPT PER SHARE DATA)
<S>                                                                    <C>              <C>               <C>
NET SALES.....................................................         $     692,450    $     754,966     $     822,948
                                                                       -------------    -------------     -------------
OPERATING COSTS AND EXPENSES
Cost of products sold (exclusive of depreciation shown
   separately below)..........................................               558,693          593,658           644,502
Selling and administrative....................................                51,077           59,357            67,871
Management compensation--special..............................                 3,125            1,560               556
Insurance settlement..........................................                    --          (16,000)               --
Restructuring.................................................                14,163               --                --
Divestitures..................................................                 2,105           (3,149)           21,407
Depreciation..................................................                42,617           41,313            43,842
Amortization of intangibles...................................                16,490           16,113            16,825
Other    .....................................................                   (98)            (174)               30
                                                                       -------------    -------------     -------------
                                                                             688,172          692,678           795,033
                                                                       -------------    -------------     -------------
OPERATING INCOME..............................................                 4,278           62,288            27,915
Interest expense..............................................               (40,105)         (43,989)          (45,475)
Other income..................................................                 3,913               96             3,560
                                                                       -------------    -------------     -------------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES.........               (31,914)          18,395           (14,000)
INCOME TAXES (BENEFIT)........................................               (10,016)           9,061              (546)
                                                                       -------------    -------------     -------------
INCOME (LOSS) FROM CONTINUING OPERATIONS......................               (21,898)           9,334           (13,454)
DISCONTINUED OPERATIONS:
     Loss from operations of discontinued segment, net of
       income tax benefits of $900, $2,061 and $2,254.........                (1,657)          (3,724)           (4,133)
     Loss on disposal of business segment, including provision of
       $5,695 for operating losses during phase-out period,
       net of income tax benefits of $6,084...................               (30,416)              --                --
                                                                       -------------    -------------     -------------
NET INCOME (LOSS).............................................               (53,971)           5,610           (17,587)
PREFERRED STOCK DIVIDENDS ACCRETED............................               (13,282)         (11,848)          (10,569)
                                                                       -------------    -------------     -------------
LOSS APPLICABLE TO COMMON SHAREHOLDERS........................         $     (67,253)   $      (6,238)    $     (28,156)
                                                                       =============    =============     =============
BASIC LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS:
       Loss from Continuing Operations........................         $      (35.84)   $       (2.53)    $      (24.03)
       Loss from Discontinued Operations......................                (32.67)           (3.73)            (4.13)
                                                                       -------------    -------------     -------------
     NET LOSS.................................................         $      (68.51)   $       (6.26)    $      (28.16)
                                                                       =============    =============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       31
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                           NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                            2001              2000
                                                                                        -------------     -------------
                                                                                            (IN THOUSANDS OF DOLLARS)
<S>                                                                                     <C>               <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents.......................................................        $      24,620     $       7,467
Receivables, less allowances of $1,000 in 2001 and $1,072 in 2000...............              100,052            98,149
Income tax refund receivable....................................................                5,570             6,726
Inventories.....................................................................               75,344            83,519
Net assets of operations to be sold.............................................                3,258            44,080
Prepaid expenses................................................................                9,552             7,141
Deferred income taxes...........................................................               24,287            12,860
                                                                                        -------------     -------------
         Total Current Assets...................................................              242,683           259,942
                                                                                        -------------     -------------
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements......................................................               15,665            13,987
Buildings.......................................................................               68,749            60,822
Machinery and equipment.........................................................              243,272           216,996
Construction in progress........................................................               25,197            25,174
                                                                                        -------------     -------------
                                                                                              352,883           316,979
Less accumulated depreciation...................................................              136,128            90,975
                                                                                        -------------     -------------
         Net Property, Plant and Equipment......................................              216,755           226,004
EXCESS OF ACQUIRED NET ASSETS OVER COST,
net of accumulated amortization of $57,624 in 2001 and $41,799 in 2000..........              179,762           195,575
OTHER ASSETS....................................................................               86,711            86,178
                                                                                        -------------     -------------
         TOTAL ASSETS...........................................................        $     725,911     $     767,699
                                                                                        =============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       32
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                           NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                             2001             2000
                                                                                        -------------     -------------
                                                                                            (IN THOUSANDS OF DOLLARS,
                                                                                             EXCEPT PER SHARE DATA)
<S>                                                                                     <C>               <C>
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable................................................................        $      86,297     $      57,865
Long-term debt--current portion.................................................               41,957            65,358
Compensation and employee benefits..............................................               18,909            20,045
Income taxes....................................................................                1,209             2,682
Reorganization items............................................................                   --            10,550
Other accrued liabilities.......................................................               52,907            34,640
                                                                                        -------------     -------------
         Total Current Liabilities..............................................              201,279           191,140
LONG-TERM DEBT, less current portion............................................              401,169           392,573
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.....................................               17,873            17,489
DEFERRED INCOME TAXES...........................................................                6,277            10,278
OTHER LONG-TERM LIABILITIES.....................................................                9,882             7,218
                                                                                        -------------     -------------
         TOTAL LIABILITIES......................................................              636,480           618,698
                                                                                        -------------     -------------
11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK:
Authorized 50,000 Shares; issued and outstanding 14,191 Shares;
mandatorily redeemable @$10,000 per share on March 1, 2008......................              123,086           109,804
                                                                                        -------------     -------------
SHAREHOLDERS' EQUITY (DEFICIT)
Common stock voting--$.01 par value each: authorized; issued and outstanding
     1,000,000 shares...........................................................                   10                --
Class A Common Stock, voting --$.01 par value each: authorized 625,001 shares;
     issued and outstanding 625,001 shares......................................                   --                 6
Class B Common Stock, nonvoting--$.01 par value each: authorized 374,999
     shares; issued and outstanding 374,999 shares..............................                   --                 4
Additional paid-in capital......................................................               99,991            99,991
Deficit.........................................................................             (123,393)          (56,140)
Accumulated other comprehensive income (loss)...................................               (5,730)           (2,293)
                                                                                        -------------     -------------
                                                                                              (29,122)           41,568
Treasury stock, at cost: 27,750 shares in 2001 and 11,500 shares in 2000........               (4,533)           (2,371)
                                                                                        -------------     -------------
         TOTAL SHAREHOLDERS' EQUITY (DEFICIT)...................................              (33,655)           39,197
                                                                                        -------------     -------------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)...................        $     725,911     $     767,699
                                                                                        =============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       33
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                           2001              2000             1999
                                                                       -------------    -------------     -------------
                                                                                   (IN THOUSANDS OF DOLLARS)
<S>                                                                    <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)..........................................         $     (53,971)          $5,610     $     (17,587)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
         Depreciation and amortization........................                62,814           60,672            64,240
         Provisions for discontinued operations...............                30,416               --                --
         Divestitures.........................................                 2,105           (3,149)           21,407
         Changes in assets and liabilities, net of effects of
           acquisitions and divestitures:
         Receivables..........................................                  (773)           9,460              (466)
         Inventories..........................................                 8,175           (8,655)           (9,799)
         Deferred taxes.......................................                (9,344)           4,897            (9,400)
         Accounts payable.....................................                28,432           10,959            (1,102)
         Accrued liabilities..................................                 4,476          (23,384)           (8,901)
         Other................................................                (4,860)         (10,846)           (2,897)
                                                                       -------------    -------------     -------------
         Net cash provided by operating activities............                67,470           45,564            35,495
                                                                       -------------    -------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of divisions...........................                     -           85,048            12,400
   Acquisitions...............................................                     -          (12,306)          (60,251)
   Capital expenditures.......................................               (36,544)         (41,367)          (44,485)
   Other .....................................................                  (247)           4,464              (610)
                                                                       -------------    -------------     -------------
         Net cash provided by (used in) investing activities..               (36,791)          35,839           (92,946)
                                                                       -------------    -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt................................               (20,795)         (24,374)         (140,776)
   Borrowings (repayments) under revolving credit agreements..                 6,229          (61,774)          187,614
   Purchase of treasury shares................................                (2,162)          (2,371)               --
   Other .....................................................                (1,120)             (51)           (1,905)
                                                                       -------------    -------------     -------------
         Net cash provided by (used in) financing activities..               (17,848)         (88,570)           44,933
                                                                       -------------    -------------     -------------
Net Cash provided by Discontinued Operations..................                 4,322            4,563             8,908
                                                                       -------------    -------------     -------------
Net increase (decrease) in cash and cash equivalents..........                17,153           (2,604)           (3,610)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR..................                 7,467           10,071            13,681
                                                                       -------------    -------------     -------------
CASH AND CASH EQUIVALENTS, END OF YEAR........................         $      24,620           $7,467     $      10,071
                                                                       =============    =============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       34
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

                  YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                      CLASS A      CLASS B     ADDITIONAL
                                           COMMON     COMMON       COMMON       PAID-IN
                                            STOCK      STOCK        STOCK       CAPITAL     DEFICIT
                                          --------    --------     --------     --------    --------
                                                          (IN THOUSANDS OF DOLLARS)
<S>                                       <C>         <C>          <C>          <C>         <C>
BALANCE NOVEMBER 30, 1998 ............    $     --    $      6     $      4     $ 99,991    $( 21,746)
Comprehensive Income:
Net income ...........................          --          --           --           --     ( 17,587)
Foreign currency translation, net ....          --          --           --           --           --
Preferred stock dividend accretion ...          --          --           --           --     ( 10,569)
                                          --------    --------     --------     --------    -- ------
BALANCE NOVEMBER 30, 1999 ............          --           6            4       99,991     ( 49,902)

Comprehensive Income:
Net income ...........................          --          --           --           --        5,610
Foreign currency translation, net ....          --          --           --           --           --
Purchase of treasury stock ...........          --          --           --           --           --
Preferred stock dividend accretion ...          --          --           --           --     ( 11,848)
                                          --------    --------     --------     --------    -- ------
BALANCE NOVEMBER 30, 2000 ............          --           6            4       99,991     ( 56,140)

   Comprehensive Income:
     Net loss ........................          --          --           --           --     ( 53,971)
     Foreign currency translation, net          --          --           --           --           --
       Gains (losses) on foreign
       currency hedging and
       interest rate swap
       contracts .....................          --          --           --           --           --
   Amendment to Capital structure ....          10          (6)          (4)          --           --
   Purchase of treasury stock ........          --          --           --           --           --
   Preferred stock dividend accretion           --          --           --           --     ( 13,282)
                                          --------    --------     --------     --------    -- ------
BALANCE NOVEMBER 30, 2001 ............    $     10    $     --     $     --     $ 99,991    $(123,393)
                                          ========    ========     ========     ========    =========
</TABLE>

<TABLE>
<CAPTION>
                                          ACCUMULATED                 TOTAL
                                            OTHER                  SHAREHOLDERS'   TOTAL
                                        COMPREHENSIVE  TREASURY      EQUITY    COMPREHENSIVE
                                         INCOME(LOSS)   STOCK       (DEFICIT)  INCOME (LOSS)
                                          ----------   --------     --------   -------------
                                                        (IN THOUSANDS OF DOLLARS)
<S>                                       <C>          <C>          <C>          <C>
BALANCE NOVEMBER 30, 1998 ............    $  2,357     $     --     $ 80,612     $(12,007)
                                                                                 ========
Comprehensive Income:
Net income ...........................          --           --      (17,587)    $(17,587)
Foreign currency translation, net ....      (3,145)          --       (3,145)      (3,145)
Preferred stock dividend accretion ...          --           --      (10,569)          --
                                          --------     --------     --------     --------
BALANCE NOVEMBER 30, 1999 ............        (788)          --       49,311     $(20,732)
                                                                                 ========
Comprehensive Income:
Net income ...........................          --           --        5,610     $  5,610
Foreign currency translation, net ....      (1,505)          --       (1,505)      (1,505)
Purchase of treasury stock ...........          --       (2,371)      (2,371)          --
Preferred stock dividend accretion ...          --           --      (11,848)          --
                                          --------     --------     --------     --------
BALANCE NOVEMBER 30, 2000 ............      (2,293)      (2,371)      39,197     $  4,105
                                                                                 ========
   Comprehensive Income:
     Net loss ........................          --           --      (53,971)    $(53,971)
     Foreign currency translation, net       1,382           --        1,382        1,382
       Gains (losses) on foreign
       currency hedging and
       interest rate swap
       contracts .....................      (4,819)          --       (4,819)      (4,819)
   Amendment to Capital structure ....          --           --           --           --
   Purchase of treasury stock ........          --       (2,162)      (2,162)          --
   Preferred stock dividend accretion           --           --      (13,282)          --
                                          --------     --------     --------     --------
BALANCE NOVEMBER 30, 2001 ............    $(5,730)     $ (4,533)    $(33,655)    $(57,408)
                                          ========     ========     ========     ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       35
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999

               (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

A. SIGNIFICANT ACCOUNTING POLICIES

         Eagle-Picher Holdings, Inc. ("EP Holdings") is a majority-owned
subsidiary of Granaria Industries, B.V. ("Granaria Industries"). Granaria
Industries acquired Eagle-Picher Industries, Inc. ("EPI"). EPI, which is the
operating entity, was formed as an acquisition vehicle. EP Holdings results of
operations and cash flows approximate those of EPI. Unless the context indicates
otherwise, the term "Company" as used herein refers to EP Holdings and its
subsidiaries.

Principles of Consolidation

         The consolidated financial statements of the Company include the
accounts of the Company's subsidiaries which are more than 50% owned and
controlled. Significant intercompany accounts and transactions have been
eliminated. Investments in unconsolidated affiliates which are at least 20%
owned and over which the Company exercises significant influence are accounted
for using the equity method.

Revenue Recognition

         The Company recognizes revenue when risk and title passes to the
customer, which is generally upon shipment of products except for certain
products sold under cost reimbursable contracts and subcontracts with various
United States Government agencies and aerospace and defense contractors. On
cost-reimbursable contracts, sales are recognized as costs are incurred and
include a portion of the total estimated earnings to be realized in the ratio
that costs incurred relate to total estimated costs. On fixed-price contracts,
sales are recognized using the percentage of completion method, when deliveries
are made or upon completion of specified tasks. Contract losses are provided for
in their entirety in the period they become known, without regard to the
percentage-of-completion.

Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.

Cash and Cash Equivalents

         Marketable securities with original maturities of three months or less
are considered to be cash equivalents.

Financial Instruments

         The Company's financial instruments consist primarily of investments in
cash and cash equivalents, receivables and certain other assets as well as
obligations under accounts payable, long-term debt and preferred stock. The
carrying values of these financial instruments, with the exception of long-term
debt and preferred stock, approximate fair value (See Notes F and H).

         Financial instruments, which potentially expose the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents
and trade accounts receivable. The Company conducts periodic credit evaluations
of its customers' financial condition and generally does not require collateral.
The Company's customer base includes all significant automotive


                                       36
<PAGE>
manufacturers and their first tier suppliers in North America and Europe.
Although the Company is directly affected by the well-being of the automotive
industry, management does not believe significant credit risk existed at
November 30, 2001.

         Effective December 1, 2000, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities--an Amendment of SFAS
133." Under this guidance, all derivative instruments, including foreign
currency exchange contracts and interest rate swaps, are recognized as assets or
liabilities in the consolidated balance sheet at fair value.

         On the date the derivative contract is entered into, the Company
designates the derivative as either a hedge of the fair value of a recognized
asset or liability (fair value hedge), a hedge of a forecasted transaction or of
the variability of cash flows to be received or paid related to a recognized
asset or liability (cash flow hedge) or hedge of a net investment in a foreign
operation (net investment hedge). Changes in the fair value of derivatives are
either recognized periodically in income or shareholders' equity as a component
of Other Comprehensive Income, depending on whether the derivative is being used
to hedge changes in fair value or cash flows. The ineffective portion of
derivatives that are designated as hedges are recorded in the consolidated
statement of income.

         Upon initial application of SFAS 133, the Company recorded the fair
value of existing foreign currency exchange contracts and interest rate swaps on
the consolidated balance sheet and a corresponding unrecognized gain as a
cumulative effect adjustment of Accumulated Other Comprehensive Income. The
adjustment was not material to the Company.

         From time to time, the Company enters into interest rate swaps and
currency forwards contracts in its management of interest costs and foreign
currency exposures. Interest differentials to be paid or received under interest
rate swaps are recognized over the life of the underlying agreement or
indebtedness, respectively, as adjustments to interest expense. Gains and losses
on currency contracts are included in income as they mature. As of November 30,
2001, the Company had unrealized net losses under interest rate swap agreements
and foreign currency forward contracts of $4,760 and $149, respectively, of
which $2,434 is expected to be recognized in income over the next twelve months.
These unrealized net losses are recorded in Accumulated Other Comprehensive
Income (loss) in the consolidated balance sheet.

         Interest rate swap contracts are used to adjust the proportion of total
debt that is subject to variable and fixed interest rates. Under the Company's
interest rate swap contracts, the Company agrees to pay an amount equal to a
specified fixed-rate interest and receives in return an amount equal to a
variable-rate amount times the same notional principal amount. The notional
amounts of the contract are not exchanged. No other cash payments are made
unless the contract is terminated prior to maturity, in which case the amount
paid or received in settlement is established by agreement at the time of
termination, and usually represents the net present value, at current rates of
interest, of the remaining obligations to exchange payments under the terms of
the contract. Although no collateral is held or exchanged for these contracts,
interest rate swap contracts are entered into with a major financial institution
in order to minimize counterparty credit risk.

         For interest rate swap contracts under which the Company agrees to pay
fixed-rates of interest, these contracts are considered to be a hedge against
changes in the amount of future cash flows associated with the Company's
interest payments on variable-rate debt obligations. Accordingly, the interest
rate swap contracts are designated as cash flow hedges and are reflected at fair
value in the consolidated balance sheet and the related gains or losses on these
contracts are deferred in shareholders' equity (as a component of Accumulated
Other Comprehensive Income (loss)). These deferred gains and losses are then
amortized as an adjustment to interest expense over the same period in which the
related interest payments being hedged are recognized in income. However, to the
extent that any of these contracts are not considered to be perfectly effective
in offsetting the change in the value of the interest payments being hedged, any
changes in fair value relating to the ineffective portion of these contracts are
immediately recognized in income. The net effect of this accounting on the
Company's operating results is that interest expense on the portion of
variable-rate debt being hedged is generally recorded based on fixed interest
rates.

         At November 30, 2001, the Company had interest rate swap contracts to
pay fixed-rates of interest (average rate of 5.678%) and receive variable-rates
of interest (average rate of 1.90%) on $90 million notional amount of
indebtedness. This resulted in approximately 20% of the Company's underlying
debt being subject to fixed interest rates under interest rate swap


                                       37
<PAGE>
contracts. The $90 million notional amount of outstanding contracts will mature
during fiscal year 2004. At November 30, 2000, the Company had interest rate
swap contracts on $150 million notional amount of indebtedness.

         Forward foreign exchange contracts are designated as cash flow hedges
and are used primarily by the Company to hedge the risk of cash flow
fluctuations due to changes in exchange rates on sales denominated in foreign
currencies. As part of its overall strategy to manage the level of exposure to
the risk of foreign currency exchange rate fluctuations, the Company hedges a
portion of its foreign currency exposures anticipated over the ensuing
twelve-month period. At November 30, 2001 the Company had effectively hedged
approximately one-third of the estimated foreign currency exposures that
principally relate to anticipated cash flows to be remitted to the U.S. over the
ensuing twelve-month period. To hedge this exposure, the Company used foreign
exchange contracts that generally have maturities that approximate the timing of
the forecasted transaction. Foreign exchange contracts are placed with a number
of major financial institutions in order to minimize credit risk.

         The Company records these foreign exchange contracts at fair value in
its consolidated balance sheets and the related unrealized gains or losses on
these contracts are deferred in shareholders' equity (as a component of
Accumulated Other Comprehensive Income (loss)). These deferred unrealized gains
and losses are recognized in income in the period in which the related
transactions being hedged are recognized in income. However, to the extent that
any of these contracts are not considered to be perfectly effective in
offsetting the change in the value of the cash flows being hedged, any changes
in fair value relating to the ineffective portion of these contracts are
immediately recognized in income. Unrealized gains and losses on foreign
exchange contracts generally are included as a component of Accumulated Other
Income (loss), net, in the company's consolidated statement of income.

         At November 30, 2001, the Company had outstanding foreign exchange
contracts with an aggregate notional amount of $14,500. Net unrealized gains and
losses on these contracts, based on prevailing financial market information as
of November 30, 2001 was ($149) and was included in Accumulated Other
Comprehensive Income (loss) in the consolidated balance sheet.

Inventories

         Inventories are valued at the lower of cost or market in accordance
with Accounting Research Bulletin No. 43. A substantial portion of domestic
inventories are valued using the last-in first-out ("LIFO") method while the
balance of the Company's inventories are valued using the first-in first-out
method.

Property, Plant and Equipment

         The Company records its investment in property, plant and equipment at
cost. The Company provides for depreciation of plant and equipment using the
straight-line method over the estimated lives of the assets which are generally
20 to 30 years for buildings and 3 to 10 years for machinery and equipment.
Improvements which extend the useful life of property are capitalized, while
repair and maintenance costs are charged to operations as incurred. Property,
plant and equipment acquired in the acquisition of a business, are stated at
fair value, based on independent appraisals, as of the date of the acquisition.

Pre-Production Costs Related to Long-Term Supply Arrangements

         The Company capitalizes costs incurred to design and develop molds,
dies and other tools used to manufacture products that will be sold under
long-term supply arrangements, primarily in the automotive segment. The costs
are amortized over the life of the related programs. At November 30, 2001 and
2000, the unamortized balance of these assets was $2,292 and $3,212,
respectively.

         The Company also capitalizes costs incurred to design and develop
molds, dies and other tools that it will sell to customers under long-term
supply arrangements. The Company is typically reimbursed for these costs. At
November 30, 2001 and 2000, the unamortized balances of assets the Company will
not own were $4,287 and $5,601, respectively.


                                       38
<PAGE>

  INTANGIBLE ASSETS

         The excess of acquired net assets over cost is being amortized on a
straight-line basis over 15 years. The recoverability of the asset is evaluated
periodically as events or circumstances indicate a possible inability to recover
its carrying amount.

  ACCOUNTING FOR LONG-LIVED ASSETS

         Impairment losses are recorded on long-lived assets used in operations
when impairment indicators are present and the undiscounted cash flows estimated
to be generated by those assets are less than the carrying value of such assets.

  Environmental Remediation Costs

         The Company accrues for environmental expenses resulting from existing
conditions relating to operations when the costs are probable and can be
reasonably estimated. The estimated liabilities are not discounted or reduced
for possible recoveries from insurance carriers.

  Research and Development

         Research and development expenditures are expensed as incurred.
Research and development expense was $10,400 in 2001, $11,700 in 2000 and
$13,300 in 1999.

  Income Taxes

         Income taxes are provided based upon income for financial statement
purposes. Deferred tax assets and liabilities are established based on the
difference between the financial statement and income tax bases of assets and
liabilities using existing tax rates. The valuation allowance represents a
provision for uncertainty on the realization on certain deferred tax assets.

  Foreign Currency Translation

         Assets and liabilities of foreign subsidiaries are translated at
current exchange rates, and income and expenses are translated using weighted
average exchange rates. Adjustments resulting from translation of financial
statements stated in local currencies generally are excluded from the results of
operations and included in Accumulated Other Comprehensive Income (loss). Gains
and losses from foreign currency transactions are included in the determination
of net income (loss).

  Reclassifications

         Certain prior year amounts have been reclassified to conform with the
2001 consolidated financial statement presentation.

  New Accounting Standards

         In September 2000, the FASB issued SFAS No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities--a replacement of FASB Statement No. 125". SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001 and for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted this statement for recognition and reclassification of
collateral and for disclosures relating to securitization transactions and
collateral for the year ended November 30, 2001, however the statement was not
applicable to the Company until the Eagle-Picher Funding Corporation, a
qualifying special purpose entity, was established in the first quarter of 2002
(See Note F).


                                       39
<PAGE>
         In June 2001, the FASB issued three additional pronouncements. SFAS No.
141, "Business Combinations," requires that all acquisitions be accounted for
using the purchase method and in certain situations, requires the segregation of
intangible assets from goodwill. SFAS No. 142, "Goodwill and Intangible Assets,"
presumes that goodwill and other intangible assets have infinite lives and, as
such, prescribes that these assets will not be amortized, but rather tested at
least annually for impairment. This pronouncement also provides specific
guidance on testing intangible assets. SFAS No. 143, "Accounting for Asset
Retirement Obligations," requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS 141 is effective for all business combinations initiated
after June 30, 2001. The Company will be required to adopt SFAS No. 142 and SFAS
No. 143 no later than the first quarter of the fiscal year ending November 30,
2003.

         In September 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Asset," which superceded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of." The primary difference is that goodwill has been removed from
the scope of SFAS No. 144. It also broadens the presentation of discontinued
operations to include a component of an entity rather than segment of a
business. A component of an entity comprises operations and cash flows that can
clearly be distinguished operationally and for financial accounting purposes
from the rest of the entity. The Company will be required to adopt the
provisions of SFAS No. 144 no later than the first quarter of the fiscal year
ending November 30, 2003.

         The Company has not completed the process of evaluating the impact that
will result from adopting these statements. The Company therefore is unable to
disclose the impact, if any, that adopting these statements will have on its
financial position and results of operations when such statements are adopted.

B. ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS

  Acquisitions

         During the 2000 fiscal year, the Company acquired the assets of the
depleted zinc business of Isonics Corporation and the stock of the Blue Star
Battery Systems Corporation, a manufacturer of special purpose batteries. These
acquisitions were made at an aggregate cost, including expenses, of $13,806,
consisting of $12,306 in cash and contingent cash payments of $500 annually for
three years. These acquisitions were financed from the Company's revolving
credit facility and were accounted for using the purchase method. The excess of
the purchase prices over the assessed values of the net assets of $6,949 was
allocated to Excess of Acquired Net Assets Over Cost and is being amortized over
15 years.

         In addition, the Company negotiated a warrant to acquire four million
shares of the common stock of the Isonics Corporation in exchange for materials
that were to be delivered in 2000. The Company elected to exercise its warrant
using a "cashless exercise" feature, whereby the Company claimed approximately
3.3 million shares of stock and paid for them by surrendering the remaining
warrant shares. The Company did not deliver the subject materials in 2000 as a
result of both mechanical and technical problems beyond its reasonable control.
Isonics has disputed the Company's exercise of the warrant and the Company's
right to retain the warrant shares. (See further discussion in Note N Other
Litigation Claims.) The Company accounted for this investment using the equity
method. The impact of the transaction on the Company's results of operations in
2000 was not material.

         In 1999, the Company acquired the stock of Charterhouse Automotive
Group, Inc., a holding company whose only operating subsidiary was Carpenter
Enterprises, Ltd. ("Carpenter"), a supplier of precision-machined components to
the automotive industry, for approximately $59,600 in cash and $12,700 of
existing indebtedness of Carpenter. The total cash requirements of the
acquisition were $60,251, which included transaction costs. The acquisition was
accounted for as a purchase. The excess of the purchase price over the assessed
values of the net assets of $16,445 was allocated to Excess of Acquired Net
Assets Over Cost and is being amortized over 15 years.


                                       40
<PAGE>
         The following proforma information for the year ended November 30, 1999
gives effect to the acquisition of Carpenter as if it had been consummated on
December 1, 1998. This information is not necessarily indicative of either the
future results of operations or the results of operations that would have
occurred if those events had been consummated on the indicated dates.

<TABLE>
<CAPTION>
                                                                   1999
                                                               -------------
                                                                (UNAUDITED)
<S>                                                            <C>
Net sales.............................................         $     944,800
Net loss..............................................         $     (18,000)
Net loss applicable to common shareholders............         $     (28,500)
Net loss per common share.............................         $      (28.50)
Average number of common shares.......................             1,000,000
</TABLE>

  Divestitures

         The Company recognized amounts related to divestitures as follows:

<TABLE>
<CAPTION>
                                                                           2001          2000           1999
                                                                         --------     -----------    ---------
<S>                                                                      <C>          <C>            <C>
Impairment of net assets of operations to be sold .....................  $     --     $    (6,000)   $  21,407
Gains on sales of divisions sold.......................................    (2,635)        (11,077)          --
Net losses recognized related to divisions sold in prior years.........     4,740          13,928           --
                                                                         --------     -----------    ---------
                                                                         $  2,105     $    (3,149)   $  21,407
                                                                         ========     ===========    =========
</TABLE>

         On September 1, 1999, the Board of Directors approved a plan to explore
the sale of several of the Company's smaller divisions and to focus on core
businesses. In connection with this plan, the Company recorded a non-cash
provision of $21,407 primarily related to the impairment of the recorded asset
values because the expected net realizable value of certain of the divisions for
sale was estimated to be insufficient to recover the related carrying values of
those divisions. In addition, the Company indemnified the buyers for certain
liabilities related to items such as environmental remediation and warranty
issues. Liabilities for certain of these amounts had been previously recorded by
the Company and additional amounts were recorded in 2000 when the divisions were
sold. The divestiture of all divisions included in the plan was completed in
2000 and the aggregate net proceeds from all such transactions was $85,048. The
aggregate net gain resulting from these transactions for the year ended November
30, 2000 was approximately $17,077 representing the reversal of asset impairment
reserves of $6,000 and net gains of $11,077, which includes a gain of $3,737
recognized in the fourth quarter of 2000 resulting from a curtailment of the
Company's pension and postretirement plans (see Note M) caused by the
divestitures. In the fourth quarter of 2001, additional amounts totaling $937
were recorded for certain litigation related matters.


                                       41
<PAGE>
         An analysis of the asset impairment and other liabilities related to
the 1999 divestiture plan, included in Other Accrued Liabilities in the
consolidated balance sheets is as follows:

<TABLE>
<CAPTION>
                                                                                 OTHER LIABILITIES
                                                     ASSET IMPAIRMENT          RELATED TO DIVESTITURES              TOTAL
                                                     ----------------          -----------------------              -----
<S>                                                  <C>                       <C>                                 <C>
Original Charges ...............................         $ 20,530                     $    877                     $ 21,407
     Amounts offset with asset values ..........          (10,440)                          --                      (10,440)
     Amounts transferred .......................           (4,090)                       4,090                           --
     Additional amounts recorded for transaction
         expenses and other items ..............               --                        3,459                        3,459
     Amounts spent .............................               --                       (5,600)                      (5,600)
     Amounts reversed ..........................           (6,000)                          --                       (6,000)
                                                         --------                     --------                     --------
Balance at November 30, 2000 ...................               --                        2,826                        2,826
     Additional amounts recorded ...............              180                          757                          937
     Amounts spent .............................               --                         (403)                        (403)
                                                         --------                     --------                     --------
Balance at November 30, 2001 ...................         $    180                     $  3,180                     $  3,360
                                                         ========                     ========                     ========
</TABLE>

         In addition to the divestitures occurring in 2000, the Company has sold
several divisions in years prior to 1999. In 2000, certain events occurred that
required the Company to record additional liabilities related to these
transactions, primarily in the fourth quarter of 2000. These liabilities were
recorded primarily for environmental remediation, costs related to certain
litigation issues and losses on guarantees of indebtedness. The effect of these
items was to reduce the gain on the sale of divisions recorded in 2000 in the
amount of $13,928. In the fourth quarter of 2001, additional amounts totaling
$3,803 were recorded for various environmental and litigation related matters.

         An analysis of the additional liabilities related to the acquisitions
occurring prior to 1999 included in Other Accrued Liabilities in the
consolidated balance sheet is as follows:

<TABLE>
<CAPTION>
                                                                            OTHER LIABILITIES
                                                ASSET IMPAIRMENT         RELATED TO DIVESTITURES              TOTAL
                                                ----------------         -----------------------             --------
<S>                                             <C>                      <C>                                 <C>
Original Charges ...............                    $     --                    $ 13,928                     $ 13,928
     Amounts spent .............                          --                      (1,754)                      (1,754)
                                                    --------                    --------                     --------
Balance at November 30, 2000 ...                          --                      12,174                       12,174
     Additional amounts recorded                         800                       3,003                        3,803
     Amounts reversed ..........                          --                        (367)                        (367)
     Amounts spent .............                          --                      (1,160)                      (1,160)
                                                    --------                    --------                     --------
Balance at November 30, 2001 ...                    $    800                    $ 13,650                     $ 14,450
                                                    ========                    ========                     ========
</TABLE>

         In the fourth quarter of 2001, the Company received $2,635 held in an
escrow account for environmental matters related to a division sold in a prior
year. The amount was recorded as a gain on sales of division sold.

         In connection with the sale of the Company's Trim Division in November
1998, the Company received a $2,100 note, of which $1,834 was due on November
30, 2000. The note was secured by a first mortgage on the real estate. The
Company also guaranteed approximately $3,900 of the original principal amount of
the buyer's debt related to tooling receivables from both original equipment
manufacturers and their suppliers. The buyer is in default on the mortgage loan
and its financing with its primary lender, and the lender has demanded payment
of the guaranty from the Company. Accordingly, the Company has recorded a
provision related to these items included in the liability recorded in fiscal
year 2000 discussed in the previous paragraph.

         The Company remains a guarantor on the lease of the building in which
its former Transicoil Division is located, and is liable should the buyer not
perform on the lease. The remaining lease payments total approximately $5,400
over the lease term which expires in 2005. The Company believes the likelihood
of being liable for the lease to be remote.


                                       42
<PAGE>
         See Note P for information regarding sales and pre-tax income or loss
of the divisions which were divested in the years ended November 30, 2000 and
1999.

  Discontinued Operations

         In the first quarter of 2001, the Board of Directors authorized
management to sell the assets and business of the Construction Equipment
Division (CED), which comprises the Machinery Segment. The sale to Construction
Equipment Direct, Inc., a Tennessee corporation, was completed subsequent to
year end on December 14, 2001. The proceeds were $6,100 in cash, plus an
estimated working capital adjustment of $1,000 to be finalized in the second
quarter of 2002, plus the buyer's assumption of approximately $6,700 in current
liabilities. The Company retained the land and buildings at CED's main facility
in Lubbock, Texas and leased the facility to the buyer for a five year term. The
buyer has the option to purchase the building for $2,500, increasing $100 per
year over the term of the lease. The Company also retained $2,300 of CED lift
truck raw materials inventory, which the buyer agreed to purchase at book value
within one year, $900 of CED accounts receivable and retained or assumed
liabilities, pursuant to the transaction, of $5,600.

         Through November 30, 2001, the Company recorded provisions totaling
$30,416, net of an income tax benefit of $6,084. This provision included
estimated losses and costs to be incurred in connection with the disposition of
the Machinery Segment, including $5,695 in expected losses during the phase out
period from March 1, through December 14, 2001. An operating loss of $1,657, net
of a $900 tax benefit, was incurred in the first quarter of 2001.

         The results of the Machinery Segment's operations have been reported
separately as discontinued operations in the consolidated statement of income
(loss). Prior year amounts have been restated to present the operations of the
Machinery Segment as a discontinued operation.

         The net assets of the discontinued operations, less accounts receivable
and building subsequently retained as noted above, have been recorded at their
estimated net realizable value under the caption "Net assets of operations to be
sold" in the consolidated balance sheets at November 30, 2001 and 2000. This
balance contains the $2,300 in inventory retained by the Company as it is deemed
held for sale.

         Net sales for discontinued operations were $65,082, $82,614 and $90,313
for the years ended November 30, 2001, 2000 and 1999 respectively. Total assets
for discontinued operations were $39,000, $51,800 and $58,100 at November 30,
2001, 2000 and 1999 respectively.

C. RESTRUCTURING

         In the fourth quarter of 2001, the Company recorded asset write-downs
and other charges totaling $14,163 in connection with a restructuring plan (the
Plan) announced in November 2001. The Plan primarily relocates the Company's
corporate headquarters from Cincinnati, Ohio to Phoenix, Arizona and closes
three plants in the Technologies segment as it eliminates certain product lines
in the Special Purpose Battery category. The costs related to the Plan, which
were recognized as a separate component of operating expenses in the fourth
quarter of 2001, included approximately $5,425 related to the facilities, $5,044
related to involuntary severance of approximately 165 employees and $3,694 in
other costs to exit business activities. The Company anticipates substantially
completing the restructuring by year-end 2002.

         The facility costs of $5,425 include a non-cash adjustment of $1,250 to
write down the carrying value of the three plants to their estimated fair value
in holding them for sale. A non-cash charge of $2,325 represents the estimated
loss on abandoning the machinery and equipment and other assets at the plant
locations and corporate headquarters, and $1,850 represents an estimate of the
total future lease commitments less estimated proceeds received from subleasing
the various spaces. The asset impairment adjustments are recorded against
Property Plant and Equipment and the liability for future lease commitments is
included in Other Accrued Liabilities in the consolidated balance sheets.

         Approximately $202 of involuntary severance had been paid out as of
year-end. The remaining $4,842 of severance is included in Other Accrued
Liabilities.


                                       43
<PAGE>
         The other shutdown costs to exit the business consist primarily of
$3,000 in non-cash charges related to inventory. The remaining $694 in other
costs are included in Other Accrued Liabilities.

<TABLE>
<CAPTION>
                                             FACILITIES         SEVERANCE            OTHER              TOTAL
                                             ----------         ---------           --------           --------
<S>                                          <C>                <C>                 <C>                <C>
Original Charges ...................          $  5,425           $  5,044           $  3,694           $ 14,163
   Non-cash impairments ............            (3,575)                --             (3,000)            (6,575)
   Amounts spent ...................                --               (202)                --               (202)
                                              --------           --------           --------           --------
Accrual balance at November 30, 2001          $  1,850           $  4,842           $    694           $  7,386
                                              ========           ========           ========           ========
</TABLE>

         Subsequent to year-end, the Company began analyzing whether a portion
of the assets in its overfunded pension plan could be made available to pay
severance costs related to the restructuring plan. The Company anticipates an
amendment to the pension plan and has provided new or amended severance plans to
allow for such payments. Up to $4,200 of severance could be paid out of the
pension plan. This could result in a gain to restructuring in 2002 if the
amendment to the pension plan is approved and if severed employees elect the new
or amended severance plans. See Note M, Pension and Other Postretirement Benefit
Plans.

D. INVENTORIES

         Inventories consisted of:

<TABLE>
<CAPTION>
                                                                                   2001             2000
                                                                               -----------       -----------
<S>                                                                            <C>               <C>
Raw materials and supplies.............................................        $    22,527       $    32,987
Work-in-process........................................................             34,504            37,237
Finished goods.........................................................             19,271            13,880
                                                                               -----------       -----------
                                                                                    76,302            84,104
Adjustment to state inventory at LIFO value............................               (958)             (585)
                                                                               -----------       -----------
                                                                               $    75,344       $    83,519
                                                                               ===========       ===========
</TABLE>

         The percentage of inventories valued using the LIFO method was 84% in
2001 and 86% in 2000. The effects of liquidations of LIFO inventory quantities
carried at lower costs prevailing in prior years were not material.

E. OTHER ASSETS

         Other assets consisted of:

<TABLE>
<CAPTION>
                                                                                   2001              2000
                                                                               -----------       -----------
<S>                                                                            <C>               <C>
Prepaid pension cost--Note M...........................................        $    54,676       $    51,391
Debt issuance costs, net of accumulated amortization of $12,568 in 2001
     and $8,861 in 2000................................................             14,887            17,715
Other..................................................................             17,148            17,072
                                                                               -----------       -----------
                                                                               $    86,711       $    86,178
                                                                               ===========       ===========
</TABLE>

         The debt issuance costs are being amortized on a straight-line basis
over the term of the related debt.


                                       44
<PAGE>
F. LONG-TERM DEBT, SHORT TERM BORROWINGS AND LEASE COMMITMENTS

         Long-term debt consisted of:

<TABLE>
<CAPTION>
                                                                                   2001              2000
                                                                               -----------       -----------
<S>                                                                            <C>               <C>
Credit Agreement:
     Revolving Credit Facility
         5.03%, due 2004...............................................        $   142,000       $   105,660
Accounts Receivable Loan Agreement
     2.10%, due 2002...................................................             14,250            42,750
Term Loan
     5.03%, due 2003...................................................             47,739            66,834
Senior Subordinated Notes
     9 3/8%, due 2008..................................................            220,000           220,000
Industrial Revenue Bonds
     1.8% to 2.2%, due 2005............................................             17,000            18,700
Debt of Foreign Subsidiaries...........................................              2,137             3,987
                                                                               -----------       -----------
                                                                                   443,126           457,931
Less current portion...................................................             41,957            65,358
                                                                               -----------       -----------
Long-term debt, less current portion...................................        $   401,169       $   392,573
                                                                               ===========       ===========
</TABLE>

         The Company has a syndicated senior secured loan facility ("Credit
Agreement") providing a term loan ("Term Loan") and a $220,000 revolving credit
facility ("Facility"), which is available for issuance of letters of credit. The
Company also has an accounts receivable loan agreement ("Receivables
Agreement"). At November 30, 2001, letters of credit totaling $36,449 were
outstanding, which together with borrowings of $142,000 left the Company with
$41,551 of borrowing capacity on the Facility. In connection with the
Receivables Agreement, the Company sells its domestic trade receivables on an
ongoing basis to a wholly-owned, consolidated subsidiary, Eagle-Picher
Acceptance Corporation. The receivables are then used as security for loans made
under a separate revolving credit facility providing up to $50,000. Availability
under the Receivables Agreement is determined based on a formula of total
receivables outstanding as of a certain date. As of November 30, 2001, total
availability under the Receivables Agreement was $45,000, of which $14,250 was
borrowed. The Receivables Agreement has a maturity of May 2002.

         Subsequent to fiscal year end 2001, the Company entered into an
agreement with a major U.S. financial institution to sell an undivided interest
in certain receivables of the company and certain of its domestic subsidiaries
through an unconsolidated qualifying special purpose entity, Eagle-Picher
Funding Corporation ("EPFC"). Proceeds from this new facility were used to
payoff amounts outstanding under the Company's existing Receivables Agreement on
the closing date and for other corporate purposes. The agreement involves the
sale of receivables of the Company and certain of its domestic subsidiaries to
EPFC, which in turn sells an undivided beneficial interest in a revolving pool
of receivables to the financial institution. EPFC has no recourse to the Company
and its subsidiaries for failure of the debtors to pay when due. The agreement
provides for continuation of the program on a revolving basis for approximately
a three-year period.

         The Facility and the Term Loan bear interest, at the Company's option,
of an adjusted LIBOR rate plus 3% or the bank's prime rate plus 2%. There is a
commitment fee on the Facility equal to 1/2% per annum on the undrawn portion of
the Facility and fees for letters of credit are equal to 3% per annum. If the
Company meets or fails to meet certain financial benchmarks, the interest rate
spreads, commitment fees and fees for letters of credit may be reduced or
increased, respectively. Loans outstanding under the Receivables Agreement are
at variable rates equal to market rates on commercial paper with fees of 1 1/4%
on the maximum commitment amount.

         In 2001, the Company entered into three year interest rate swap
agreements ("Swap Agreements") to manage its variable interest rate exposure.
Per the terms of the Swap Agreements, the Company exchanges, at specified
intervals, the difference between fixed and variable interest amounts based on a
notional principal amount of $90,000. The Swap Agreements


                                       45
<PAGE>
effectively fix the interest rate on $90,000 of the debt under the Credit
Agreement at 5.678% plus the applicable spread for the duration of the interest
rate swap. The difference between the amount of interest to be paid and the
amount of interest to be received under the Swap Agreements due to changing
interest rates is charged or credited to interest expense over the life of the
agreements. As of November 30, 2001, the fair value of the Swap Agreements,
which was determined using discounted cash flow analysis based on current rates
offered for similar issues of debt, was a liability of approximately $4,760. As
of November 30, 2001, $189,739 in debt was outstanding under the Credit
Agreement, of which interest on $90,000 is essentially fixed by the Swap
Agreements. Loans under the Receivables Agreement bear interest at a variable
rate equal to market rates on commercial paper having a term similar to
applicable interest periods. $113,989 of debt outstanding bears interest at
variable rates under either the Credit Agreement or Receivables Agreement.
Accordingly, the effect of a one percent increase in the applicable index rates
would result in additional interest expense of approximately $1,140 annually,
assuming no change in the level of borrowing. The Swap Agreements expire in
December 2003.

         In addition to regularly scheduled payments on the Term Loan, the
Company is required to make mandatory prepayments, of 50% of annual excess cash
flow as defined in the Credit Agreement, the net proceeds from the sale of
assets (subject to certain conditions), the net proceeds of certain new debt
issued and 50% of the net proceeds of any equity securities issued. No excess
cash flow payment is due for the year ended November 30, 2001.

         The Credit Agreement is guaranteed by the Company and the United States
subsidiaries of EPI. It is secured by the capital stock of EPI and the United
States subsidiaries of EPI, up to 65% of the capital stock of certain foreign
subsidiaries and substantially all other property of EPI and its United States
subsidiaries. The Credit Agreement contains covenants which restrict or limit
EPI's ability to declare dividends or redeem capital stock, incur additional
debt or liens, alter existing debt agreements, make loans or investments, form
joint ventures, undergo a change in control or engage in mergers, acquisitions
or asset sales. These covenants also limit the annual amount of capital
expenditures and require the Company to meet certain minimum financial
coverages. The Company was in compliance with all covenants at November 30,
2001.

         The Subordinated Notes, which are unsecured, are redeemable at the
option of the Company, in whole or in part, any time after February 28, 2003 at
set redemption prices. The Company had the option to redeem up to 35% of the
aggregate principal amount of the Subordinated Notes prior to March 1, 2001 at a
set redemption price provided certain conditions were met. The Company is also
required to offer to purchase the Subordinated Notes at a set redemption price
should there be a change in control. The Indenture for the Subordinated Notes
contains covenants which restrict or limit EPI's ability to declare or pay
dividends, incur additional debt or liens, issue stock, engage in affiliate
transactions, undergo a change in control or sell assets. The Company is in
compliance with these covenants at November 30, 2001. The Subordinated Notes are
also guaranteed by the Company and the United States subsidiaries of EPI. Due to
various financial covenant limitations under the Credit Agreement measured at
the end of each quarter, on November 30, 2001, the Company could incur only an
additional $14,200 of indebtedness as defined under the Credit Agreement.

         The Company believes that it will be in compliance with all of its debt
covenants throughout 2002. However, any adverse changes in actual results from
projections, along with the contractual tightening of the covenants under the
Credit Agreement, which begins in the quarter ending May 31, 2002, would place
the Company at risk of not being able to comply with all of the covenants of the
Credit Agreement. In the event the Company cannot comply with the terms of the
Credit Agreement as currently written, it would be necessary for the Company to
obtain a waiver or renegotiate its loan covenants, and there can be no assurance
that such negotiations will be successful. Any agreements to amend the covenants
would likely require a payment of a fee and increase in the interest rate
payable by the Company on its debt under the Credit Agreement. The amount of
such fee and increase in interest rate would be determined in the negotiations
of the amendment.

         The Company's industrial revenue bonds bear interest at variable rates
based on the market for similar issues and are secured by letters of credit.

         Several of the Company's foreign subsidiaries have entered into
agreements with various banks which provide lines of credit totaling
approximately $6,900 at November 30, 2001. At November 30, 2001, $2,137 of
borrowings were outstanding leaving $4,751 in borrowing capacity. These
agreements, which are unsecured, are either committed lines of credit expiring
in 2002 or short-term money market or overdraft facilities, generally due on
demand or within a year. The annual rates of interest on these lines of credit
generally range from .75% to 1.5% over the banks' base rates. The commitment
fees range from .35% to


                                       46
<PAGE>
..5% per annum on the unused portion of the committed facilities. These
agreements also contain covenants which include minimum financial requirements.
Certain of the Company's foreign subsidiaries did not meet the minimum financial
requirement covenant of one of these credit facilities as of November 30, 2001;
however, the Company has received the necessary waiver from the lender.

         Long term debt had an estimated fair value of approximately $337,200
and $338,000 at November 30, 2001 and 2000, respectively. The estimated fair
value of long-term debt was calculated based on market prices for publicly
traded issues and was calculated using discounted cash flow analysis based on
current rates offered for similar issues for all other long-term debt.

         The Company paid interest, net of amounts capitalized, of $38,419 in
2001, $43,589 in 2000 and $46,931 in 1999.

         Long-term debt is scheduled to mature over the next five years as
follows: $41,957 in 2002, of which $14,250 is outstanding under the Receivables
Agreement; $25,600 in 2003, $143,800 in 2004, and $11,800 in 2005.

  Lease Commitments

         Future minimum rental commitments over the next five years as of
November 30, 2001 under noncancellable operating leases, which expire at various
dates, are as follows: $2,925 in 2002, $2,461 in 2003, $2,087 in 2004, $1,800 in
2005 and $1,106 in 2006. Rental expense was approximately $5,700 in 2001, $4,800
in 2000 and $5,200 in 1999.

G. SUPPLEMENTAL GUARANTOR INFORMATION

         Both the Credit Agreement and the Subordinated Notes, which were issued
by EPI, are guaranteed on a full, unconditional, and joint and several basis by
the Company and certain of EPI's wholly-owned domestic subsidiaries ("Subsidiary
Guarantors") including Eagle-Picher Acceptance Corporation and Carpenter
Enterprises, Ltd. Management has determined that full financial statements and
other disclosures concerning EPI or the Subsidiary Guarantors would not be
material to investors and such financial statements are not presented. The
following supplemental condensed combining financial statements present
information regarding EPI, the Subsidiary Guarantors and the subsidiaries that
did not guarantee the debt.

         EPI and the Subsidiary Guarantors are subject to restrictions on the
payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the subordinated notes.


                                       47

<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

          SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)


                          YEAR ENDED NOVEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                GUARANTORS          NON-GUARANTORS
                                                                ----------
                                                       EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                            ISSUER     HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                            ------     -------------    ----------   ------------    ------------     -----
                                                                       (IN THOUSANDS OF DOLLARS)
<S>                                       <C>          <C>              <C>         <C>              <C>             <C>
NET SALES
   Customers ........................     $  47,892      $      --      $ 555,614      $  88,944      $      --      $ 692,450
   Intercompany .....................        15,398             --         15,185                       (30,583)            --
OPERATING COSTS AND EXPENSES:
   Cost of products sold ............        35,492             --        481,374         72,410        (30,583)       558,693
   Selling & administrative .........        21,725              5         21,163          8,184             --         51,077
   Intercompany charges .............        (6,329)            --          6,537           (208)            --             --
   Depreciation .....................         3,752             --         35,611          3,254             --         42,617
   Amortization of intangibles ......         3,733             --         11,279          1,478             --         16,490
   Other ............................        12,024             --          7,375            (93)           (11)        19,295
                                          ---------      ---------      ---------      ---------      ---------      ---------
           Total ....................        70,397              5        563,339         85,025        (30,594)       688,172
                                          ---------      ---------      ---------      ---------      ---------      ---------
OPERATING INCOME (LOSS) .............        (7,107)            (5)         7,460          3,919             11          4,278
OTHER INCOME (EXPENSE)
   Interest expense .................       (11,227)            --        (36,006)          (586)         7,714        (40,105)
   Other income (expense) ...........         1,069             --          8,689          1,869         (7,714)         3,913
   Equity in earnings of consolidated
      subsidiaries ..................       (15,145)       (53,966)         2,183             --         66,928             --
                                          ---------      ---------      ---------      ---------      ---------      ---------
INCOME (LOSS) FROM CONTINUING
   OPERATIONS BEFORE TAXES ..........       (32,410)       (53,971)       (17,674)         5,202         66,939        (31,914)
INCOME TAXES (BENEFIT) ..............       (12,689)            --             (8)         2,681             --        (10,016)
                                          ---------      ---------      ---------      ---------      ---------      ---------
Income (Loss) from Continuing
   Operations .......................       (19,721)       (53,971)       (17,666)         2,521         66,939        (21,898)
Discontinued Operations .............       (32,073)            --             --             --             --        (32,073)
                                          ---------      ---------      ---------      ---------      ---------      ---------
NET INCOME (LOSS) ...................     $ (51,794)     $ (53,971)     $ (17,666)     $   2,521      $  66,939      $ (53,971)
                                          =========      =========      =========      =========      =========      =========
</TABLE>


                                       48
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                 SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS
                             AS OF NOVEMBER 30, 2001


<TABLE>
<CAPTION>
                                                                  GUARANTORS          NON-GUARANTORS
                                                                  ----------
                                                         EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                              ISSUER     HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                              ------     -------------    ----------   ------------    ------------     -----
                                                                         (IN THOUSANDS OF DOLLARS)
<S>                                         <C>          <C>              <C>         <C>              <C>              <C>
ASSETS
Cash and cash equivalents ..............    $  17,145      $       1      $     471     $   6,936        $      67      $  24,620
Receivables, net .......................      (12,668)            --        103,168        15,122               --        105,622
Intercompany accounts receivable .......       46,674             --          3,559            65          (50,298)            --
Inventories ............................        4,129             --         59,704        12,882           (1,371)        75,344
Net assets of discontinued operations ..        3,610             --             --         5,954           (6,306)         3,258
Prepaid expenses .......................        1,378             --          6,152         2,887             (865)         9,552
Deferred income taxes ..................       24,287             --             --            --               --         24,287
                                            ---------      ---------      ---------     ---------        ---------      ---------
        Total current assets ...........       84,555              1        173,054        43,846          (58,773)       242,683
PROPERTY, PLANT & EQUIPMENT, NET .......       28,733             --        157,653        30,401              (32)       216,755
Investment in Subsidiaries .............       83,571         95,169         16,058            --         (194,798)            --
EXCESS OF ACQUIRED NET ASSETS OVER
   COST, NET ...........................       41,939             --        120,969        19,994           (3,140)       179,762
OTHER ASSETS ...........................       73,049             --         13,789        10,719          (10,846)        86,711
                                            ---------      ---------      ---------     ---------        ---------      ---------
   TOTAL ASSETS ........................    $ 311,847      $  95,170      $ 481,523     $ 104,960        $(267,589)     $ 725,911
                                            =========      =========      =========     =========        =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIT)
Accounts payable .......................    $  16,156      $      --      $  62,171     $   7,970        $      --      $  86,297
Intercompany accounts payable ..........           76             --             48         7,404           (7,528)            --
Long-term debt--current portion ........       25,569             --         14,250         9,430           (7,292)        41,957
Income taxes ...........................         (283)            --             --         1,491                1          1,209
Other current liabilities ..............       42,342             --         26,363         3,111               --         71,816
                                            ---------      ---------      ---------     ---------        ---------      ---------
        Total current liabilities ......       83,860             --        102,832        29,406          (14,819)       201,279
LONG-TERM DEBT--LESS CURRENT PORTION ...      401,169             --         42,452            --          (42,452)       401,169
DEFERRED INCOME TAXES ..................        9,362             --             --            --           (3,085)         6,277
OTHER LONG-TERM LIABILITIES ............       25,911             19          1,000           825               --         27,755
                                            ---------      ---------      ---------     ---------        ---------      ---------
        TOTAL LIABILITIES ..............      520,302             19        146,284        30,231          (60,356)       636,480
Intercompany Accounts ..................     (288,578)            --        262,878        35,782          (10,082)            --
11 3/4% CUMULATIVE REDEEMABLE
   EXCHANGEABLE PREFERRED STOCK ........           --        123,086             --            --               --        123,086
SHAREHOLDERS' EQUITY (DEFICIT) .........       80,123        (27,935)        72,361        38,947         (197,151)       (33,655)
                                            ---------      ---------      ---------     ---------        ---------      ---------
      TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY
        (DEFICIT) ......................    $ 311,847      $  95,170      $ 481,523     $ 104,960        $(267,589)     $ 725,911
                                            =========      =========      =========     =========        =========      =========
</TABLE>


                                       49
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                         CONDENSED FINANCIAL INFORMATION

                 SUPPLEMENTAL COMBINING STATEMENTS OF CASH FLOWS
                          YEAR ENDED NOVEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                  GUARANTORS          NON-GUARANTORS
                                                                  ----------
                                                         EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                              ISSUER     HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                              ------     -------------    ----------   ------------    ------------     -----
                                                                         (IN THOUSANDS OF DOLLARS)
<S>                                         <C>          <C>              <C>         <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss) ..................     $(51,794)     $(53,971)        $(17,666)     $  2,521       $ 66,939         $(53,971)
   Equity in earnings of consolidated
      subsidiaries ....................       15,145        53,966           (2,183)           --        (66,928)              --
   Depreciation and amortization ......       11,192            --           46,890         4,732             --           62,814
   Provision for discontinued
      operations ......................       30,416            --               --            --             --           30,416
   Divestitures .......................        2,105                                                                        2,105
   Adjustments to reconcile net income
      (loss) to cash provided by (used
      in) operating activities:
      Working capital and other .......        3,506             5           (3,737)       (1,797)        28,129           26,106
                                            --------      --------         --------      --------       --------         --------
      Net cash provided by operating
        activities ....................       10,570            --           23,304         5,456         28,140           67,470
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ...............       (7,208)           --          (16,469)      (12,867)            --          (36,544)
   Other ..............................           26            --            3,753        (4,026)            --             (247)
                                            --------      --------         --------      --------       --------         --------
      Net cash provided by (used in)
        investing activities ..........       (7,182)           --          (12,716)      (16,893)            --          (36,791)
CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt ........      (20,795)           --           20,186            --        (20,186)         (20,795)
   Borrowings (repayments) on
      revolving credit agreement ......       36,340            --          (28,500)       (1,611)            --            6,229
   Other ..............................       (3,043)           --               --          (239)            --           (3,282)
                                            --------      --------         --------      --------       --------         --------
      Net cash provided by (used in)
        financing activities ..........       12,502            --           (8,314)       (1,850)       (20,186)         (17,848)
                                            --------      --------         --------      --------       --------         --------
      Net cash provided by discontinued
        operations ....................        4,322            --               --            --             --            4,322
                                            --------      --------         --------      --------       --------         --------
Increase (decrease) in cash & cash
   equivalents ........................       20,212            --            2,274       (13,287)         7,954           17,153
Intercompany accounts .................       (4,364)           --           (2,342)       15,910         (9,204)              --
CASH & CASH EQUIVALENTS,
   BEGINNING OF PERIOD ................        1,297             1              539         4,313          1,317            7,467
                                            --------      --------         --------      --------       --------         --------
CASH & CASH EQUIVALENTS,
   END OF PERIOD ......................     $ 17,145      $      1         $    471      $  6,936       $     67         $ 24,620
                                            ========      ========         ========      ========       ========         ========
</TABLE>


                                       50
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

          SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)

                          YEAR ENDED NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                  GUARANTORS          NON-GUARANTORS
                                                                  ----------
                                                         EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                              ISSUER     HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                              ------     -------------    ----------   ------------    ------------     -----
                                                                         (IN THOUSANDS OF DOLLARS)
<S>                                        <C>           <C>             <C>          <C>              <C>            <C>
NET SALES
   Customers .........................     $  74,650      $      --      $ 577,908      $ 102,408      $      --      $ 754,966
   Intercompany ......................        16,470             --         12,856          9,997        (39,323)            --
OPERATING COSTS AND EXPENSES:
   Cost of products sold (exclusive of
      depreciation) ..................        55,066             --        481,662         96,168        (39,238)       593,658
   Selling and administrative ........        25,628              9         24,144          9,874           (298)        59,357
   Intercompany charges ..............       (11,370)            --         11,370           (298)           298             --
   Management compensation--
      special ........................         1,560                                                                      1,560
   Depreciation ......................         4,155             --         32,998          4,160             --         41,313
   Insurance settlement ..............       (16,000)                                                                   (16,000)
   Amortization of intangibles .......         4,073             --         10,642          1,398             --         16,113
   Divestitures ......................        14,965             --         (3,870)       (14,244)            --         (3,149)
   Other .............................           (36)            --           (187)             6             43           (174)
                                           ---------      ---------      ---------      ---------      ---------      ---------
           Total .....................        78,041              9        556,759         97,064        (39,195)       692,678
                                           ---------      ---------      ---------      ---------      ---------      ---------
OPERATING INCOME (LOSS) ..............        13,079             (9)        34,005         15,341           (128)        62,288
OTHER INCOME (EXPENSE)
   Interest expense ..................       (16,311)            --        (31,969)        (4,027)         8,318        (43,989)
   Other income (expense) ............         1,247             --          7,790           (623)        (8,318)            96
   Equity in earnings of consolidated
      subsidiaries ...................        13,538          5,619          1,920             --        (21,077)            --
                                           ---------      ---------      ---------      ---------      ---------      ---------
INCOME (LOSS) BEFORE TAXES ...........        11,553          5,610         11,746         10,691        (21,205)        18,395
INCOME TAXES (BENEFIT) ...............         2,082             --          6,099            880             --          9,061
                                           ---------      ---------      ---------      ---------      ---------      ---------
Income (Loss) from Continuing
   Operations ........................         9,471          5,610          5,647          9,811        (21,205)         9,334
Discontinued Operations ..............        (3,724)            --             --             --             --         (3,724)
                                           ---------      ---------      ---------      ---------      ---------      ---------
NET INCOME (LOSS) ....................     $   5,747      $   5,610      $   5,647      $   9,811      $ (21,205)     $   5,610
                                           =========      =========      =========      =========      =========      =========
</TABLE>


                                       51
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                 SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS

                             AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                GUARANTORS          NON-GUARANTORS
                                                                ----------
                                                       EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                           ISSUER      HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                           ------      -------------    ----------   ------------    ------------     -----
                                                                       (IN THOUSANDS OF DOLLARS)
<S>                                      <C>           <C>             <C>          <C>              <C>            <C>
ASSETS
Cash and cash equivalents ..........     $   1,297     $       1       $     539     $   4,313       $   1,317      $   7,467
Receivables, net ...................         3,139            --          84,004        17,732              --        104,875
Intercompany accounts receivable ...        22,266            --           9,768           980         (33,014)            --
Inventories ........................         4,919            --          67,299        12,630          (1,329)        83,519
Net assets of operations to be sold         44,080            --              --            --              --         44,080
Prepaid expenses ...................           906            --           4,999         1,503            (267)         7,141
Deferred income taxes ..............        12,860            --              --            --              --         12,860
                                         ---------     ---------       ---------     ---------       ---------      ---------
        Total current assets .......        89,467             1         166,609        37,158         (33,293)       259,942
PROPERTY, PLANT & EQUIPMENT, NET ...        21,838            --         181,898        22,311             (43)       226,004
Investment in Subsidiaries .........       124,495       151,302          12,377            --        (288,174)            --
EXCESS OF ACQUIRED NET ASSETS OVER
   COST, NET .......................        45,673            --         131,637        21,404          (3,139)       195,575
Other Assets .......................        64,119            --          17,799        14,374         (10,114)        86,178
                                         ---------     ---------       ---------     ---------       ---------      ---------
        TOTAL ASSETS ...............     $ 345,592     $ 151,303       $ 510,320     $  95,247       $(334,763)     $ 767,699
                                         =========     =========       =========     =========       =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable ...................     $  10,987     $      --       $  42,119     $   4,759       $      --      $  57,865
Intercompany accounts payable ......            92            --              --         9,327          (9,419)            --
Long-term debt--current portion ....        20,795            --          42,750         1,813              --         65,358
                                         ---------     ---------       ---------     ---------       ---------      ---------
Income taxes .......................         2,162            --              --           520              --          2,682
Other current liabilities ..........        41,092            --          22,046         2,364            (267)        65,235
        Total current liabilities ..        75,128            --         106,915        18,783          (9,686)       191,140
LONG-TERM DEBT--LESS CURRENT PORTION       390,398            --          22,266         2,175         (22,266)       392,573
DEFERRED INCOME TAXES ..............        11,512            --              --            --          (1,234)        10,278
OTHER LONG-TERM LIABILITIES ........        22,075            14           1,000         1,618              --         24,707
                                         ---------     ---------       ---------     ---------       ---------      ---------
        TOTAL LIABILITIES ..........       499,113            14         130,181        22,576         (33,186)       618,698
Intercompany Accounts ..............      (290,399)           --         290,081        36,777         (36,459)            --
11 3/4% CUMULATIVE REDEEMABLE
   EXCHANGEABLE PREFERRED STOCK ....            --       109,804              --            --              --        109,804
SHAREHOLDERS' EQUITY ...............       136,878        41,485          90,058        35,894        (265,118)        39,197
                                         ---------     ---------       ---------     ---------       ---------      ---------
      TOTAL LIABILITIES &
        SHAREHOLDERS' EQUITY .......     $ 345,592     $ 151,303       $ 510,320     $  95,247       $(334,763)     $ 767,699
                                         =========     =========       =========     =========       =========      =========
</TABLE>


                                       52
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

            SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS

                          YEAR ENDED NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                      GUARANTORS          NON-GUARANTORS
                                                                      ----------
                                                             EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                                 ISSUER      HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                                 ------      -------------    ----------   ------------    ------------     -----
                                                                               (IN THOUSANDS OF DOLLARS)
<S>                                            <C>           <C>             <C>          <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss) .....................     $  5,747       $  5,610       $  5,647      $  9,811       $(21,205)       $  5,610
   Adjustments to reconcile net income
      (loss) to cash provided by (used in)
      operating activities:
      Equity in earnings (loss) of
        consolidated subsidiaries ........      (13,538)        (5,619)        (1,920)           --         21,077              --
      Depreciation and amortization ......       11,474             --         43,640         5,558             --          60,672
      Divestitures .......................       14,965             --         (3,870)      (14,244)            --          (3,149)
      Changes in assets and liabilities,
        net of effect of acquisitions and
        divestitures .....................      (22,043)             9         11,230       (17,558)        10,793         (17,569)
                                               --------       --------       --------      --------       --------        --------
        Net cash provided by (used in)
           operating activities ..........       (3,395)            --         54,727       (16,433)        10,665          45,564
                                               --------       --------       --------      --------       --------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of divisions ......       47,002             --         10,430        27,616             --          85,048
   Acquisition of divisions ..............           --             --        (12,306)           --             --         (12,306)
   Capital expenditures ..................       (6,183)            --        (30,320)       (4,864)            --         (41,367)
   Other .................................        6,871             --            876        (2,871)          (412)          4,464
                                               --------       --------       --------      --------       --------        --------
      Net cash provided by (used in)
        investing activities .............       47,690             --        (31,320)       19,881           (412)         35,839
                                               --------       --------       --------      --------       --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt ...........      (24,374)            --             --            --             --         (24,374)
   Purchase of Treasury Stock ............       (2,371)                                                                    (2,371)
   Net borrowings (repayments) under
      revolving credit agreements ........      (30,340)            --        (21,000)      (10,434)            --         (61,774)
   Other .................................          (51)            --             --            --             --             (51)
                                               --------       --------       --------      --------       --------        --------
      Net cash financing activities ......      (57,136)            --        (21,000)      (10,434)            --         (88,570)
                                               --------       --------       --------      --------       --------        --------
Net cash provided by discontinued
   operations ............................        4,563             --             --            --             --           4,563
                                               --------       --------       --------      --------       --------        --------
Increase (decrease) in cash and
   cash equivalents ......................       (8,278)            --          2,407        (6,986)        10,253          (2,604)
Intercompany accounts ....................        5,511             --         (2,738)        6,211         (8,984)             --
CASH AND CASH EQUIVALENTS, BEGINNING
    OF PERIOD ............................        4,064              1            870         5,088             48          10,071
                                               --------       --------       --------      --------       --------        --------
CASH AND CASH EQUIVALENTS,
   END OF PERIOD .........................     $  1,297       $      1       $    539      $  4,313       $  1,317        $  7,467
                                               ========       ========       ========      ========       ========        ========
</TABLE>


                                       53
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

          SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)

                          YEAR ENDED NOVEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                      GUARANTORS          NON-GUARANTORS
                                                                      ----------
                                                             EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                                 ISSUER      HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                                 ------      -------------    ----------   ------------    ------------     -----
                                                                               (IN THOUSANDS OF DOLLARS)
<S>                                           <C>            <C>             <C>          <C>              <C>            <C>
NET SALES
   Customers ............................     $ 125,535      $      --       $ 582,723      $ 114,690      $      --      $ 822,948
   Intercompany .........................        12,619             --          15,551         11,249        (39,419)            --
OPERATING COSTS AND EXPENSES:
   Cost of products sold (exclusive
      of depreciation) ..................        90,674             --         482,892        110,331        (39,395)       644,502
   Selling and administrative ...........        33,765              5          22,701         11,599           (199)        67,871
   Management compensation--
      special ...........................           556             --              --             --             --            556
   Impairment of net assets of operations
      to be sold ........................         9,630             --           1,635         10,142             --         21,407
   Intercompany charges .................        (9,816)            --           9,817           (200)           199             --
   Depreciation .........................         5,897             --          32,977          4,968             --         43,842
   Amortization of intangibles ..........         5,434             --          10,420            971             --         16,825
   (Gain) loss on sale of assets ........          (107)            --             109             28             --             30
                                              ---------      ---------       ---------      ---------      ---------      ---------
           Total ........................       136,033              5         560,551        137,839        (39,395)       795,033
                                              ---------      ---------       ---------      ---------      ---------      ---------
OPERATING INCOME (LOSS) .................         2,121             (5)         37,723        (11,900)           (24)        27,915
OTHER INCOME (EXPENSE)
   Interest expense .....................       (17,662)            --         (24,709)        (4,297)         1,193        (45,475)
   Other income (expense) ...............         1,070             --           3,596             87         (1,193)         3,560
   Equity in earnings (loss) of
      consolidated subsidiaries .........       (10,957)       (17,587)            416             --         28,128             --
                                              ---------      ---------       ---------      ---------      ---------      ---------
INCOME (LOSS) BEFORE TAXES ..............       (25,428)       (17,592)         17,026        (16,110)        28,104        (14,000)
INCOME TAXES (BENEFIT) ..................       (12,419)            --           9,679          2,194             --           (546)
                                              ---------      ---------       ---------      ---------      ---------      ---------
Income (Loss) from Continuing
   Operations ...........................       (13,009)       (17,592)          7,347        (18,304)        28,104        (13,454)
Discontinued Operations .................        (4,133)            --              --             --             --         (4,133)
                                              ---------      ---------       ---------      ---------      ---------      ---------
NET INCOME (LOSS) .......................     $ (17,142)     $ (17,592)      $   7,347      $ (18,304)     $  28,104      $ (17,587)
                                              =========      =========       =========      =========      =========      =========
</TABLE>


                                       54
<PAGE>
                           EAGLE-PICHER HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

            SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS

                          YEAR ENDED NOVEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                      GUARANTORS          NON-GUARANTORS
                                                                      ----------
                                                             EAGLE-PICHER     SUBSIDIARY     FOREIGN
                                                 ISSUER      HOLDING, INC.    GUARANTORS   SUBSIDIARIES    ELIMINATIONS     TOTAL
                                                 ------      -------------    ----------   ------------    ------------     -----
                                                                               (IN THOUSANDS OF DOLLARS)
<S>                                            <C>           <C>             <C>          <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss) .....................     $ (17,142)     $ (17,592)     $   7,347      $ (18,304)     $  28,104      $ (17,587)
   Adjustments to reconcile net income
      (loss) to cash provided by (used in)
      operating activities:
   Equity in earnings (loss) of
      consolidated subsidiaries ..........        10,957         17,587           (416)            --        (28,128)            --
   Depreciation and amortization .........        14,694             --         43,607          5,939             --         64,240
   Impairment of net assets of
      operations to be sold ..............         9,630             --          1,635         10,142             --         21,407
   Changes in assets and liabilities,
      net of effect of acquisitions and
      divestitures .......................       (20,966)             5        (23,676)          (993)        13,065        (32,565)
                                               ---------      ---------      ---------      ---------      ---------      ---------
      Net cash provided by (used in)
        operating activities .............        (2,827)            --         28,497         (3,216)        13,041         35,495
                                               ---------      ---------      ---------      ---------      ---------      ---------
Cash Flows From Investing Activities:
   Proceeds from sale of division ........        12,400             --             --             --             --         12,400
   Acquisition of division ...............            --             --        (60,251)            --             --        (60,251)
   Capital expenditures ..................        (2,686)            --        (31,986)        (9,813)            --        (44,485)
   Other .................................         2,312             --            617         (1,589)        (1,950)          (610)
                                               ---------      ---------      ---------      ---------      ---------      ---------
      Net cash provided by (used in)
        investing activities .............        12,026             --        (91,620)       (11,402)        (1,950)       (92,946)
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Reduction of long-term debt ...........      (140,776)            --             --             --             --       (140,776)
   Borrowings(repayments)under
      revolving credit agreements ........       116,175             --         63,750          7,689             --        187,614
   Other .................................           (54)            --         (1,851)            --             --         (1,905)
                                               ---------      ---------      ---------      ---------      ---------      ---------
      Net cash provided by (used in)
        financing activities .............       (24,655)            --         61,899          7,689             --         44,933
                                               ---------      ---------      ---------      ---------      ---------      ---------
      Net cash provided by discontinued
        operations .......................         8,908             --             --             --             --          8,908
                                               ---------      ---------      ---------      ---------      ---------      ---------
   Increase (decrease) in cash and cash
      equivalents ........................        (6,548)            --         (1,224)        (6,929)        11,091         (3,610)
   Intercompany accounts .................         3,148             --          1,382          6,892        (11,422)            --
CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD ...................         7,464              1            712          5,125            379         13,681
                                               ---------      ---------      ---------      ---------      ---------      ---------
CASH AND CASH EQUIVALENTS,
   END OF PERIOD .........................     $   4,064      $       1      $     870      $   5,088      $      48      $  10,071
                                               =========      =========      =========      =========      =========      =========
</TABLE>


                                       55
<PAGE>
H.  11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK

           The Company has 14,191 shares of 11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock outstanding. The Preferred Stock had an initial
liquidation preference at February 24, 1998 of $5,637.70 per share which
accretes during the first five years after issuance at 11 3/4% per annum,
compounded semiannually, ultimately reaching $10,000 per share on March 1, 2003.
No dividends will accrue prior to March 1, 2003, but will be cumulative at 11
3/4% per annum thereafter. Beginning March 1, 2003, the holders of preferred
stock shall be entitled to receive, when and as declared by the Board of
Directors, cash dividends at a rate per annum equal to 11 3/4%. Such dividends
shall be payable in arrears in equal amounts semiannually.

           Future accretion and dividends are as follows:

<TABLE>
<CAPTION>
        Fiscal Year                                       Accretion    Dividends
        -----------                                       ---------    ---------
<S>                                                       <C>          <C>
         2002 ........................................     $14,887     $    --
         2003 ........................................       3,937       8,337
         2004 ........................................          --      16,674
         2005 ........................................          --      16,674
         2006 ........................................          --      16,674
         2007 ........................................          --      16,674
         2008 ........................................          --       8,337
                                                           -------     -------
                                                           $18,824     $83,370
                                                           =======     =======
</TABLE>


           The Preferred Stock is mandatorily redeemable by the Company on March
1, 2008 or earlier under certain circumstances, but may be redeemed at the
option of the Company, in whole or in part, at any time after February 28, 2003
at set redemption prices. At that time, the Company may also exchange all of the
Preferred Stock for 11 3/4% Exchange Debentures with similar terms. The Company
is required to offer to purchase the Preferred Stock should there be a change in
control of the Company. Holders of Preferred Stock have no voting rights except
in certain circumstances. The terms of the Preferred Stock contain covenants
similar to the covenants in the Subordinated Notes. The Company is in compliance
with these covenants as of November 30, 2001. The Preferred Stock had an
estimated fair value of $21,300 at November 30, 2001. The estimated fair value
was based on the market price as this is a publicly traded issue.

I.  COMMON STOCK

           On August 31, 2001, the Company adopted an amendment to its Amended
and Restated Certificate of Incorporation to change its capital structure.
Effective with this amendment, the total number of shares of common stock which
the Company is authorized to issue is 1,000,000 shares, par value $0.01 per
share (the "Common Stock"). The holders of shares of Common Stock are entitled
to one vote per share on all matters which may be submitted to the holders of
Common Stock of the Company. At the effective time of this amendment, each share
of Class A Common Stock of the Company and each share of the Class B Common
Stock of the Company outstanding immediately prior to the effective time changed
into and was reclassified as one share of Common Stock of the Company.

J.  INCOME TAXES

           The sources of income (loss) from continuing operations before income
taxes (benefit) are as follows:

<TABLE>
<CAPTION>
                    2001          2000          1999
                  --------      --------      --------

<S>               <C>           <C>           <C>
United States     $(39,337)     $ 11,067      $(12,509)
Foreign .....        7,423         7,328        (1,491)
                  --------      --------      --------
                  $(31,914)     $ 18,395      $(14,000)
                  ========      ========      ========
</TABLE>


                                       56
<PAGE>
           The following is a summary of the components of income taxes
(benefit) from continuing operations:

<TABLE>
<CAPTION>
                                 2001          2000          1999
                               --------      --------      --------
<S>                            <C>           <C>           <C>
Current:
           Federal .......     $ (5,066)     $  1,445      $  4,300
           Foreign .......        2,700           900         2,200
           State and local         (700)           60           100
                               --------      --------      --------
                                 (3,066)        2,405         6,600
                               --------      --------      --------
Deferred:
           Federal .......       (6,950)        6,916        (6,696)
           Other .........           --          (260)         (450)
                               --------      --------      --------
                                 (6,950)        6,656        (7,146)
                               --------      --------      --------
                               $(10,016)     $  9,061      $   (546)
                               ========      ========      ========
</TABLE>

           The differences between the total income tax expense from operations
and the income tax expense computed using the Federal income tax rate were as
follows:

<TABLE>
<CAPTION>
                                                             2001          2000          1999
                                                           --------      --------      --------

<S>                                                        <C>           <C>           <C>
Income tax expense (benefit) at Federal statutory rate     $(11,170)     $  6,438      $ (4,900)
Foreign taxes rate differential ......................           --        (2,500)        1,300
State and local taxes, net of Federal benefit ........         (100)           --           100
Non-deductible amortization and other items relating
     to excess of acquired net assets over cost ......          700         5,400         2,300
Other ................................................          554          (277)          654
                                                           --------      --------      --------
Total income tax expense (benefit) ...................     $(10,016)     $  9,061      $   (546)
                                                           ========      ========      ========
</TABLE>


                                       57
<PAGE>
           Components of deferred tax balances as of November 30 are as follows:

<TABLE>
<CAPTION>
                                                                    2001          2000
                                                                  --------      --------
<S>                                                               <C>           <C>
Current deferred tax assets attributable to:
      Accrued liabilities ...................................     $ 15,442      $ 11,371
      Reserve for discontinued operations and restructuring .       14,210            --
      Other .................................................        1,135         1,489
                                                                  --------      --------
      Current deferred tax asset ............................       30,787        12,860
      Valuation allowance ...................................       (6,500)           --
                                                                  --------      --------
      Current deferred tax asset, net of valuation allowance        24,287        12,860
                                                                  --------      --------
Noncurrent deferred tax assets (liabilities) attributable to:
      Property, plant and equipment .........................      (10,857)      (10,808)
      Prepaid pension .......................................      (19,137)      (17,987)
      Net operating loss carryforwards ......................        6,564         1,568
      Alternative minimum tax credit carryforwards ..........        5,963        10,319
      Amortization of intangibles ...........................        5,879         2,334
      Other .................................................        5,311         4,296
                                                                  --------      --------
           Noncurrent deferred tax liability, net ...........       (6,277)      (10,278)
                                                                  --------      --------
           Net deferred tax asset ...........................     $ 18,010      $  2,582
                                                                  ========      ========
</TABLE>

           As of November 30, 2001 the Company has net operating loss
carryforwards of $12,117 in the United States and $7,476 in the United Kingdom
available to offset future taxable income. The United States net operating loss
carryforwards will expire in 2021, however, the United Kingdom net operating
loss carryforwards have no expiration date. The Company has alternative minimum
tax credit carryforwards of $5,963 available to offset future tax liability,
which do not have an expiration date.

           A tax election to treat the purchase of stock as a purchase of assets
("Election") was made in connection with the acquisition of EPI on February 24,
1998 establishing tax goodwill for the amount by which the purchase price for
tax purposes exceeded the fair market value of the assets at the date of the
acquisition. The tax goodwill, the net amount of which was $145,590 at November
30, 2001, is being amortized and deducted over fifteen years, the same period
over which the Excess of Acquired Net Assets over Cost is being amortized in the
consolidated financial statements. Certain liabilities assumed by the Company in
the acquisition, which are contingent for tax purposes, will result in
additional tax goodwill as they are paid. This additional goodwill will also be
amortized and deducted over the same period as the Excess of Acquired Net Assets
over Cost. The potential additional tax goodwill, resulting from these
liabilities, totaled $12,370 at November 30, 2001.

           SFAS No. 109 requires a valuation allowance to be recorded when it is
more likely than not that some or all of the deferred tax assets will not be
realized. At November 30, 2001, a valuation allowance of $6,500 was recorded
against deferred tax assets relating to reversing deductible temporary
differences arising from the loss on disposal of a business segment due to
uncertainty as to the amount of taxable income that the Company would generate
in future years.

           The Company received refunds (net of taxes paid) of $4,500 in 2001,
and paid income taxes (net of refunds received) of $6,300 in 2000, $10,000 in
1999.

K. BASIC AND DILUTED INCOME (LOSS) PER SHARE

           The calculation of net income (loss) per share is based upon the
average number of common shares outstanding which was 981,583; 997,125 and
1,000,000 for the years ended November 30, 2001, 2000 and 1999, respectively. No
potential common stock was outstanding during the three year period ended
November 30, 2001.


                                       58
<PAGE>
L.  MANAGEMENT COMPENSATION--SPECIAL

           Management compensation expense consisted of payments to former
officers upon their separation from the Company. These payments aggregated
$3,125 in 2001, $1,560 in 2000 and $556 in 1999.

M.  PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

           Substantially all employees of the Company and its subsidiaries are
covered by various pension or profit sharing retirement plans, including a
supplemental executive retirement plan to provide senior management with
benefits in excess of normal pension benefits.

           The Company's funding policy for defined benefit plans is to fund
amounts on an actuarial basis to provide for current and future benefits in
accordance with the funding guidelines of ERISA.

           Plan benefits for salaried employees are based primarily on
employees' highest five consecutive years' earnings during the last ten years of
employment. Plan benefits for hourly employees typically are based on a dollar
unit multiplied by the number of service years.

           In addition to providing pension retirement benefits, the Company
makes health care and life insurance benefits available to certain retired
employees on a limited basis. Generally, the medical plans pay a stated
percentage of medical expenses reduced by deductibles and other coverages.
Eligible employees may elect to be covered by these health and life insurance
benefits if they reach early or normal retirement age while working for the
Company. In most cases, a retiree contribution for health insurance coverage is
required. The Company funds these benefit costs primarily on a pay-as-you-go
basis.
           Net periodic pension and postretirement benefit cost included the
following components:

<TABLE>
<CAPTION>
                                                     PENSION BENEFITS                     POSTRETIREMENT BENEFITS
                                                     ----------------                     -----------------------
                                             2001          2000          1999          2001         2000         1999
                                           --------      --------      --------      --------     --------     --------
<S>                                        <C>           <C>           <C>           <C>          <C>          <C>
Service cost--benefits earned during
   the period ........................     $  4,790      $  5,006      $  5,659      $    546     $    519     $    546
Interest cost on projected benefit
   obligations .......................       15,314        15,662        14,754         1,271        1,191        1,149
Expected return on plan assets .......      (24,152)      (23,831)      (22,834)           --           --           --
Net amortization and deferral ........          210           107            68            --           --           --
                                           --------      --------      --------      --------     --------     --------
Net periodic cost (income) ...........       (3,838)       (3,056)       (2,353)     $  1,817     $  1,710     $  1,695
                                                                                     ========     ========     ========
Supplemental executive retirement plan          552          (260)        1,298
Other retirement plans ...............        1,131         1,228         1,125
                                           --------      --------      --------
      Total cost of (income from)
        providing retirement benefits      $ (2,155)     $ (2,088) $         70
                                           ========      ========      ========
</TABLE>

           In addition, in 2000, the Company recognized curtailment gains of
$3,168 and $569 due to the reduction in active participants in the Company's
pension plans and eligible employees in the Company's postretirement plans,
respectively, that resulted primarily from the divestiture of divisions. See
also Note C for potential effects of restructuring on the pension plan.

           The pension plans' assets consist primarily of listed equity
securities and publicly traded notes and bonds.


                                       59
<PAGE>
           The following tables set forth the plans' changes in benefit
obligation, plan assets and funded status on the measurement dates, November 30,
2001 and 2000, and amounts recognized in the Company's consolidated balance
sheets as of those dates.

<TABLE>
<CAPTION>
                                                                       PENSION BENEFITS           POSTRETIREMENT BENEFITS
                                                                       ----------------           -----------------------
                                                                      2001           2000           2001           2000
                                                                    ---------      ---------      ---------      ---------
<S>                                                                 <C>            <C>            <C>            <C>
Change in Benefit Obligations:
Benefit Obligation, beginning of year .........................     $ 222,353      $ 213,740      $  17,549      $  16,444
Service cost ..................................................         4,790          5,006            546            519
Interest cost .................................................        15,314         15,662          1,270          1,191
Amendments ....................................................           644          1,096             --             --
Actuarial (gain)/loss .........................................       (10,166)         3,418         (1,424)         1,549
Divestitures and other ........................................           109         (3,444)            --           (569)
Plan participant's contributions ..............................            --             --            700            547
Benefits paid .................................................       (13,228)       (13,125)        (2,132)        (2,132)
                                                                    ---------      ---------      ---------      ---------
Benefit obligation, end of year ...............................       219,816        222,353         16,509         17,549
                                                                    ---------      ---------      ---------      ---------
Change in Plan Assets:
Fair value of plan assets, beginning of year ..................       267,410        270,592             --             --
Actual return on plan assets ..................................         9,922          9,943             --             --
Employer contributions ........................................            --             --          1,432          1,585
Plan participants' contributions ..............................            --             --            700            547
Benefits paid .................................................       (13,228)       (13,125)        (2,132)        (2,132)
                                                                    ---------      ---------      ---------      ---------
Fair value of plan assets, end of year ........................       264,104        267,410             --             --
                                                                    ---------      ---------      ---------      ---------
Funded status .................................................        44,288         45,057        (16,509)       (17,549)
Unrecognized actuarial (gain)/loss ............................         8,052          4,485         (1,364)            60
Unrecognized prior service cost ...............................         2,336          1,849             --             --
                                                                    ---------      ---------      ---------      ---------
Net prepaid benefit cost (accrued benefit liability recognized)     $  54,676      $  51,391      $ (17,873)     $ (17,489)
                                                                    =========      =========      =========      =========
</TABLE>

           Weighted average assumptions as of November 30:

<TABLE>
<CAPTION>
                                             PENSION BENEFITS        POSTRETIREMENT BENEFITS
                                             ----------------        -----------------------
                                             2001         2000             2001     2000
                                           -------      -------            ----     ----

<S>                                        <C>          <C>          <C>            <C>
Discount rate ........................       7.25%        7.25%            7.25%    7.25%
Expected rate of return on plan assets       9.25%        9.00%            N/A      N/A
Rate of compensation increase ........       3.00%        4.20%            N/A      N/A
</TABLE>

           Postretirement benefit costs were estimated assuming retiree health
care costs would initially increase at a 7% annual rate which decreases to an
ultimate rate of 5.75% for 2004 and remain at that level thereafter. If this
annual trend rate would increase by 1%, the accumulated postretirement
obligation as of November 30, 2001 would increase by $1,443 with a corresponding
increase of $209 in the postretirement benefit expense in 2001. A 1% decrease in
this annual trend rate would decrease the accumulated postretirement benefit
obligation by $1,202 and the postretirement benefit expense by $170 in 2001.

           Changing the rate of compensation increase from 4.20% in 2000 to
3.00% in 2001 decreased the projected benefit obligation by approximately
$4,500.

           The effect of the change in the ultimate health care trend rate from
5.75% to 5% and extending the assumption time to 2007 was to increase the
projected benefit obligation for the other postretirement plans by $469 in 2001.

           The Company also offers 401(k) savings plans to its employees in the
United States. In most cases, the participants may contribute up to 15% of their
compensation of which 50% of their contribution up to 6% of their compensation
is matched by the Company. The cost of these plans to the Company was $2,082 in
2001, $2,047 in 2000 and $ 2,250 in 1999.


                                       60
<PAGE>
           In May 1998, the Company adopted a Stock Appreciation Rights Plan
("SAR Plan") to reward those executives and managers whose individual
performance and effort will have a direct impact on achieving the Company's
profit and growth objectives. Shares of stock are not actually awarded, however
participants are awarded units on which appreciation is calculated based on the
Company's equity position. The units vest over five years and are payable any
time during the sixth through tenth year following the date of award. The
Company recognized income of $1,000 related to this plan in the fourth quarter
of 2001 because the calculated value of the units at November 30, 2001 was below
the base price. Expense related to the SAR Plan in 2000 was $635 and in 1999 was
not material.

N. ENVIRONMENTAL AND OTHER LITIGATION CLAIMS

           In addition to the items discussed below, the Company is involved in
routine litigation, environmental proceedings and claims pending with respect to
matters arising out of the normal course of business. In management's opinion,
the ultimate liability resulting from all claims, individually or in the
aggregate, will not materially affect the Company's consolidated financial
position, results of operations or cash flows.

  Environmental Matters

           The Company has policies and procedures in place to ensure that its
operations are conducted in keeping with good corporate citizenship and with a
commitment to the protection of the environment. In addition, the Company is
subject to extensive and evolving federal, state and local environmental laws
and regulations. Compliance with such laws and regulations can be costly.
Governmental authorities may enforce these laws and regulations with a variety
of enforcement measures, including monetary penalties and remediation
requirements.

           The Company is involved in various stages of investigation and
remediation related to environmental remediation projects at a number of sites
as a result of past and present operations, including currently-owned and
formerly-owned plants. Also, the Company has received notice that it may have
liability under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 as a Potentially Responsible Party at a number of sites
("Superfund Sites").

           In June 1996, the Bankruptcy Court approved a settlement agreement
among EPI, the Environmental Protection Agency and the United States Department
of Interior ("EPA Settlement Agreement"). One of the significant features of the
EPA Settlement Agreement is with respect to "Additional Sites." Additional Sites
are those Superfund Sites, not owned by the Company, for which the Company's
liability allegedly arises as a result of pre-petition waste disposal or
recycling. The Company retains all of its defenses, legal or factual, at such
sites. However, if the Company is found liable at any Additional Site, or
settles any claims for any Additional Sites, the Company is required to pay as
if such claims had been resolved in the reorganization under chapter 11 of the
bankruptcy code. Thus, EPI's liability at any Additional Sites will be paid at
approximately 37% of any amount due. All of the Superfund Sites where the
Company is involved as a Potentially Responsible Party are Additional Sites
under the EPA Settlement Agreement.

           The ultimate cost of site remediation is difficult to predict given
the uncertainties regarding the extent of the required remediation, the
interpretation of applicable laws and regulations and alternative remediation
methods. Based on the Company's experience with environmental remediation
matters, the Company has accrued an aggregate amount of $14,982 included in
Other Accrued Liabilities. There can be no assurances that environmental laws
and regulations will not become more stringent in the future or that the Company
will not incur significant costs in the future to comply with such laws and
regulations. Accordingly, future information and developments will require the
Company to continually reassess the expected impact of these environmental
matters.

           In 2000, EPI received $16,000 from insurance companies in settlement
of certain claims relating primarily to environmental remediation.

  Other Litigation Claims

           On January 25, 1996, Richard Darrell Peoples, a former employee of
EPI, filed a Qui Tam suit under seal in the United States District Court for the
Western District of Missouri (the "Missouri Court"). A Qui Tam suit is a lawsuit
brought by a private


                                       61
<PAGE>
individual pursuant to federal statue, allegedly on beheld of the U.S.
Government. The U.S. Government has declined the opportunity to intervene or
take control of this Qui Tam suit. EPI became aware of the suit on October 20,
1997, when it was served on EPI, after it had been unsealed. The suit involves
allegations of irregularities in testing procedures in connection with certain
U.S. Government contracts. The allegations are similar to allegations made by
the former employee, and investigated by outside counsel for EPI, prior to the
filing of the Qui Tam suit. Outside counsel's investigation found no evidence to
support any of the employee's allegations except for some inconsequential
expense account matters. EPI, which believes that the U.S. Government did not
incur any expense as a result of those matters, reported to the U.S. Government
the employee's allegations and the results of outside counsel's investigations.
The employee also initiated a different action against EPI in 1996 for wrongful
termination, in which he alleged many of the same acts complained of in the Qui
Tam suit. That action was dismissed with prejudice by the Missouri Court in
October 1996. On June 16, 1998, the Missouri Court granted EPI's Motion to
Dismiss the Qui Tam suit. The Court, however, allowed Mr. Peoples to amend his
complaint. Mr. Peoples filed an amended complaint, and EPI's Motion to Dismiss
the Amended Complains was denied on January 20, 1999. Since that time the case
has been in a discovery phase. EPI filed a motion for sanctions, including
dismissal of the lawsuit, which was denied by the court. EPI believes that the
court erroneously believed that EPI's motion for sanctions related to an earlier
discovery dispute that had been resolved. EPI has filed a motion for
reconsideration of the denial of its motion for sanctions. If the lawsuit is not
dismissed, EPI intends to contest this suit vigorously. EPI does not believe
that resolution of this lawsuit will have a material adverse effect on EPI's
financial condition, results of operations or cash flows.

           On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed
suit against the Company's wholly owned subsidiary, Eagle-Picher Industries,
Inc. ("EPI") in the United States District Court for the Northern District of
Georgia (the "Georgia Court") alleging breach of contract, negligent
misrepresentation, and contributory infringement and seeking contribution and
indemnification in an amount not less than $10 million (the "Caradon suit"). The
Caradon suit arose out of patent infringement litigation between Caradon and
Therma-Tru Corporation extending over the 1989-1996 time period, the result of
which was for Caradon to be held liable for patent infringement in an amount
believed to be in excess of $10 million. In June 1997, EPI filed a Motion with
the United States Bankruptcy Court for the Southern District of Ohio, Western
Division, ("Bankruptcy Court") seeking an order enforcing EPI's plan of
reorganization as confirmed by the Bankruptcy Court in November 1996 (the
"Plan") against Caradon, and enjoining the Caradon suit from going forward. The
Bankruptcy Court in a decision entered on December 24, 1997, held that the
Caradon suit did violate the Plan and enjoined Caradon from pursuing the Caradon
suit. Caradon appealed the Bankruptcy Court's decision to the United States
District Court for the Southern District of Ohio (the "District Court"), and in
a decision entered on February 3, 1999, the District Court reversed and remanded
the matter back to the Bankruptcy Court. The Bankruptcy Court held a hearing on
this matter on September 24 and 25, 2001 and no decision has been rendered as of
February 14, 2002. EPI intends to contest this suit vigorously. EPI does not
believe that resolution of this suit will have a material adverse effect on
EPI's financial condition, results of operations or cash flows.

           On December 1, 1999, Eagle-Picher Technologies, LLC ("EPT") acquired
the depleted zinc distribution business (the "DZ Business") of Isonics
Corporation ("Isonics") for approximately $8.2 million, payable $6.7 million at
closing and $1.5 million in three installments of $500,000 each payable on the
first three anniversaries of the closing. At the time of the acquisition, a
single customer represented approximately 55% of the DZ Business. Following the
completion of the acquisition, this customer informed EPT that it would no
longer be purchasing depleted zinc from an outside supplier. EPT initiated
binding arbitration against Isonics on March 26, 2001 with the American
Arbitration Association in Dallas, Texas pursuant to contractual dispute
resolution procedures. EPT's arbitration demand is based on breach of
representations and warranties in the purchase and sale agreement for the DZ
Business as well as fraud and negligent misrepresentation, and seeks to recover
damages in excess of $10 million and other remedies. While the Company believes
it has a meritorious claim against Isonics, there can be no assurance that the
Company will obtain any recovery as a result of this claim.

           In connection with the purchase of the DZ Business, EPT agreed to
sell 200 kg of isotopically purified silicon-28 to Isonics. Due to various
factors, EPT has not yet delivered any silicon-28 to Isonics. Isonics has
asserted a counterclaim against EPT in the DZ Business arbitration described
above for failure to deliver silicon-28, seeking damages in excess of $10
million. EPT believes that any obligation to deliver silicon-28 has been excused
by, among other things, a force majeure clause in the purchase and sale
agreement for the DZ Business. Contemporaneously with the purchase and sale of
the DZ Business, EPT and Isonics entered into a supply agreement (the "Supply
Agreement") pursuant to which EPT agreed that, commencing upon delivery of 200
kg of silicon-28, EPT would devote the capacity of a pilot plant used to produce
such material to producing silicon-28 and sell all silicon-28 produced in such
pilot plant and meeting certain specifications, as well as any silicon-29 or


                                       62
<PAGE>
silicon-30 actually produced as a byproduct, to Isonics for a ten year term.
Isonics amended its counterclaim in the DZ Business arbitration to assert a
claim that the Supply Agreement requires EPT to produce a certain amount of
silicon-28, silicon-29 and silicon-30 and alleging damages of not less than $75
million for anticipatory breach of such alleged obligation. EPT believes that
the terms of the Supply Agreement and applicable law clearly establish that the
Supply Agreement does not impose any obligation to produce any quantity of
silicon-28, silicon-29 or silicon-30 and that Isonics' claims are without merit.
Isonics also amended its counterclaim to allege that EPT's parent company,
Eagle-Picher Industries, Inc. ("EPI") is liable for any damages of EPT under an
"alter ego" theory, a claim which EPI and EPT believe is also without merit. EPT
and EPI intend to assert other defenses as well and to defend this counterclaim
vigorously. EPT continues to explore alternative processes that may enable it to
produce silicon-28, but there is no assurance that such efforts will be
successful.

           On September 25, 2001, Andries Ruijssenaars, former President and
Chief Executive Officer of the Company, filed a lawsuit against the Company,
certain of its directors and ABN AMRO Bank in the U.S. District Court for the
Southern District of Ohio, Western Division, relating to the purchase of Mr.
Ruijssenaars' common stock in the Company and his benefits under EPI's
Supplemental Executive Retirement Plan (SERP). Mr. Ruijssenaars claims that the
per share price for 2001 under the Company's Incentive Stock Plan, which is
generally applicable to all Plan participants and results in approximately $2.8
million for Mr. Ruijssenaars' 30,000 shares of common stock, was not correctly
determined and claims approximately $4.7 million for his shares. Mr.
Ruijssenaars' lawsuit also challenges a rule adopted by the committee for the
Plan deferring the obligation of the Company to repurchase stock in the event
contracts to which the Company is a party, including its debt agreements,
restrict such repurchase. See "Incentive Stock Plan" under Item 11 below.

         Mr. Ruijssenaars' lawsuit also challenges EPI's determination of
benefits under the SERP and claims that EPI is obligated to purchase an annuity
for his additional SERP benefit accrued after 2000 based on theories of
promissory estoppel, equitable estoppel, breach of contract and ERISA. Mr.
Ruijssenaars has also asserted claims of fraud, conspiracy, breach of fiduciary
duty and conversion. Mr. Ruijssenaars seeks approximately $2.3 million with
respect to the SERP, as well as punitive damages.

           The Company intends to contest this suit vigorously. The Company does
not believe that resolution of this lawsuit will have a material adverse effect
on its financial condition, results of operations or cash flows.

           On October 30, 2001, GMAC Business Credit, LLC (GMAC) and Eagle Trim,
Inc. filed a lawsuit in the United States District Court for the Eastern
District of Michigan, Southern Division, against EPI arising out of the sale of
EPI's former automotive interior trim division to Eagle Trim. In connection with
that sale, EPI guaranteed to GMAC, which funded the acquisition, that
approximately $3.9 million of receivables relating to tooling purchased by EPI
on behalf of customers would be paid by November 2001. Eagle Trim ceased
operations during 2001, at which time Eagle Trim and GMAC allege that
approximately $2.7 million of the tooling receivables had not been collected and
did not exist at the time of the sale. GMAC claims $2.7 million plus interest on
the guaranty, and GMAC and Eagle Trim have asserted claims for fraud and
misrepresentation and are seeking $24.5 million in damages. EPI is currently
investigating these allegations, but denies any fraud or misrepresentation. EPI
intends to contest this suit vigorously. EPI does not believe that resolution of
this lawsuit will have a material adverse effect on EPI's financial condition,
results of operations or cash flows. EPI is also involved in various other
proceedings incidental to the ordinary conduct of its business. EPI believes
that none of these other proceedings will have a material adverse effect on
EPI's financial condition, results of operations or cash flows.

Permanent Injunction and Final Bankruptcy Distribution

           The court order confirming EPI's plan of reorganization
("Confirmation Order") became effective on November 29, 1996. The Confirmation
Order contains a permanent injunction which precludes holders of present and
future asbestos or lead-related personal injury claims from pursuing their
claims against the reorganized EPI. Those claims are being channeled to the PI
Trust, which is an independently administered qualified settlement trust which
was established to resolve and satisfy those claims.

           The Plan also resulted in the discharge of pre-petition liabilities
through the distribution of cash and securities to the PI Trust and the other
creditors. A final distribution of approximately $10,900 was made to the PI
Trust and all other eligible unsecured claimants in June 2001.


                                       63
<PAGE>
O. RELATED PARTY TRANSACTIONS

           The Company has an advisory and consulting agreement with Granaria
Holdings B.V. ("Granaria Holdings") pursuant to which the Company has paid
Granaria Holdings an annual management fee of $1.75 million, plus out-of-pocket
expenses. Fees and expenses relating to these services amounted to approximately
$2.1 million in 2001, 2000 and 1999. At November 30, 2001 and 2000, $.6 million
and $.5 million, respectively, relating to these fees and expenses were due
Granaria Holdings.

P. INDUSTRY SEGMENT INFORMATION

           The Company is a diversified manufacturer serving global markets and
many industries. The Company's reportable segments are strategic business units
that operate in different industries and are managed separately.

AUTOMOTIVE

           The operations in the Automotive Segment provide mechanical and
structural parts and raw materials for passenger cars, trucks, vans and sport
utility vehicles for the original equipment manufacturers and replacement
markets. Resources are concentrated in serving the North American, European and
Pacific Rim markets.

           Consolidated sales to the Honda Motor Company were $90,966 in 2001
and $98,200 in 2000. Consolidated sales to Ford Motor Company amounted to
$137,800 in 1999. Consolidated sales to Ford Motor Company declined to $71,200
in 2000 due to in part its spin-off of Visteon Corporation and the Company's
divestitures. Sales to Visteon were $47,000 in 2000. No other customer accounted
for 10% or more of consolidated sales.

TECHNOLOGIES

           The operations in the Technologies Segment produce special purpose
batteries and components, high-purity specialty material compounds and rare
metals, industrial chemicals, bulk pharmaceuticals and super-clean containers,
which meet strict EPA protocols, for environmental sampling. It serves the
commercial aerospace, nuclear, telecommunication electronics and other
industrial markets globally. Some of these products are also used in defense
applications. A $8,711 restructuring charge was recorded in the fourth quarter
of 2001. See Note C.

MACHINERY

           The operations in the Machinery Segment produce construction
equipment for the construction industry in the United States and material
handling equipment. This segment was sold effective December 14, 2001. See Note
B, Acquisitions, Divestitures and Discontinued Operations.

MINERALS

           The Minerals Segment mines and refines diatomaceous earth products,
which are used in high purity filtration applications, primarily by the food and
beverage industry globally. These products are also used as industrial
absorbents.

           Sales between segments were not material.

           United States net sales include export sales to non-affiliated
customers of $50,100 in 2001, $75,300 in 2000 and $86,800 in 1999.


                                       64
<PAGE>
           The Company's continuing foreign operations are located primarily in
Europe and in Mexico. Intercompany transactions with foreign operations are made
at established transfer prices. Information regarding the Company's domestic and
foreign sales, operating income and identifiable assets follows:

<TABLE>
<CAPTION>
                                                                    UNITED                    TRANSFER SALES/
                                                                    STATES         FOREIGN     ELIMINATIONS    CONSOLIDATED
                                                                    ------         -------     ------------    ------------
<S>                                                               <C>             <C>         <C>              <C>
YEAR ENDED NOVEMBER 30, 2001
Sales .......................................................     $  633,189      $  88,994      $ (29,683)     $ 692,450
                                                                   =========      =========      =========      =========
Income (loss) from continuing operations before taxes .......        (31,925)         5,202         (5,191)       (31,914)
                                                                   =========      =========      =========      =========
Identifiable assets .........................................      $ 690,161      $ 104,960      $ (69,210)       725,911
                                                                   =========      =========      =========      =========
YEAR ENDED NOVEMBER 30, 2000
Sales .......................................................        681,203      $ 102,411      $ (28,648)     $ 754,966
                                                                   =========      =========      =========      =========
Income (loss) from continuing operations before taxes .......      $  10,588      $   7,653      $     154      $  18,395
                                                                   =========      =========      =========      =========
Identifiable assets .........................................      $ 744,000      $  90,733      $ (67,036)     $ 767,699
                                                                   =========      =========      =========      =========
YEAR ENDED NOVEMBER 30, 1999
Sales .......................................................        735,357      $ 114,690      $ (27,099)     $ 822,948
                                                                   =========      =========      =========      =========
Income (loss) from continuing operations before taxes .......      $ (16,732)     $ (15,573)     $  18,305      $ (14,000)
                                                                   =========      =========      =========      ---------
Identifiable assets .........................................      $ 780,592      $  83,307      $ (29,952)     $ 833,947
                                                                    =========      =========      =========      =========
</TABLE>

SEGMENT INFORMATION
(In millions of dollars)

<TABLE>
<CAPTION>
                                     2001         2000         1999
                                  -------      -------      -------
<S>                               <C>          <C>          <C>
SALES
Precision Machined Components     $ 353.2      $ 374.1      $ 350.7
Rubber Coated Metal Products         74.1         82.3         83.1
                                  -------      -------      -------
               Automotive           427.3        456.4        433.8

Special Purpose Batteries           110.1        102.8        113.6


Specialty Materials                  49.9         46.9         46.1

Other Technologies Products          40.3         41.7         38.8
                                  -------      -------      -------
               Technologies         200.3        191.4        198.5

Minerals                             65.7         65.1         61.7

Divested Divisions                     --         42.8        130.0

Corporate/Intersegment               (0.8)        (0.7)        (1.1)
                                  -------      -------      -------
                                  $ 692.5      $ 755.0      $ 822.9
                                  =======      =======      =======
</TABLE>




<TABLE>
<CAPTION>
                                2001         2000         1999
                               -------      -------      -------
<S>                            <C>          <C>          <C>
PRE-TAX INCOME (LOSS) FROM
CONTINUING OPERATIONS
Automotive                     $ (10.6)     $   7.4      $  10.9
Technologies                     (13.5)         (.4)        11.7

Minerals                           1.4           .3         (4.1)
Divested Divisions                (2.1)        (1.1)       (27.1)
Corporate/Intersegment            (7.1)        12.2         (5.4)
                               -------      -------      -------
                               $ (31.9)     $  18.4      $ (14.0)
                               =======      =======      =======
</TABLE>


                                       65
<PAGE>
<TABLE>
<CAPTION>
                                 2001        2000        1999
                               -------     -------     -------
<S>                            <C>         <C>         <C>
DEPRECIATION AND
AMORTIZATION
   Automotive ............     $  38.8     $  34.7     $  32.7
   Technologies ..........        14.6        14.4        13.4
   Minerals ..............         5.5         5.7         6.4
   Divested Divisions ....          --         2.4         8.0
   Corporate/Intersegment           .2          .2          .2
                               -------     -------     -------
                               $  59.1     $  57.4     $  60.7
                               =======     =======     =======

INTEREST EXPENSE
   Automotive ............     $  19.8     $  18.8     $  17.1
   Technologies ..........        14.1        13.9        11.6
   Minerals ..............         2.7         3.3         3.3
   Divested Divisions ....          --         2.1         5.0
   Corporate/
      Intersegment .......         3.5         5.9         8.5
                               -------     -------     -------
                               $  40.1     $  44.0     $  45.5
                               =======     =======     =======
</TABLE>


<TABLE>
<CAPTION>
                                     2001        2000        1999
                                   -------     -------     -------

<S>                                <C>         <C>         <C>
CAPITAL EXPENDITURES
     Automotive ..............     $  28.0     $  34.2     $  26.7
     Technologies ............         5.5         3.3         6.3
     Minerals ................         2.6         2.1         2.8
     Divested Divisions ......          --         1.4         8.4
     Corporate/Intersegment ..          .4          .4          .3
                                   -------     -------     -------
                                   $  36.5     $  41.4     $  44.5
                                   =======     =======     =======

IDENTIFIABLE ASSETS
     Automotive ..............     $ 334.4     $ 350.6     $ 350.1
     Technologies ............       206.0       222.7       210.3
     Minerals ................        52.0        54.8        58.4
     Divested Divisions ......          --          --        64.2
     Corporate/Intersegment/
       Discontinued Operations       133.5       139.6       150.9
                                   -------     -------     -------
                                   $ 725.9     $ 767.7     $ 833.9
                                   =======     =======     =======
</TABLE>


                                       66
<PAGE>
REPORT OF MANAGEMENT

           The Company's management is responsible for the preparation and
presentation of the consolidated financial statements. The consolidated
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and as such include amounts
based on judgements and estimates made by management.

           The Company's system of internal accounting controls is designed to
provide reasonable assurance at reasonable cost that assets are safeguarded from
loss or unauthorized use, and that the financial records may be relied upon for
the preparation of the consolidated financial statements.

           The consolidated financial statements have been audited by our
independent auditors, Deloitte and Touche LLP. Their audit is conducted in
accordance with auditing standards generally accepted in the United States of
America and provides an independent assessment as to the fair presentation, in
all material respects, of the Company's consolidated financial statements.

           The Audit Committee of the Board of Directors meets periodically with
management and the independent auditors to review internal accounting controls
and the quality of financial reporting. Financial management and the independent
auditors have full and free access to the Audit Committee.

/s/ JOHN H. WEBER

John H. Weber
President and Chief Executive Officer


/s/ JOHN F. SULLIVAN

John F. Sullivan
Vice President -- Controller



Cincinnati, Ohio
February 14, 2002


                                       67
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Eagle-Picher Holdings, Inc.:

           We have audited the accompanying consolidated balance sheets of
Eagle-Picher Holdings, Inc. and subsidiaries as of November 30, 2001 and 2000,
and the related consolidated statements of income (loss), shareholders' equity
(deficit), and cash flows for each of the three years in the period ended
November 30, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

           In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Eagle-Picher Holdings, Inc. as of November 30, 2001 and 2000, and the results of
its operations and its cash flows for each of the three years in the period
ended November 30, 2001, in conformity with accounting principles generally
accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP

Cincinnati, Ohio
February 14, 2002


                                       68



<PAGE>

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

         None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth the name, age and position with the
Company of the individuals who serve as directors and executive officers of the
Company. Directors will hold their positions until the annual meeting of the
stockholders at which their term expires or until their respective successors
are elected and qualified. Executive officers will hold their positions until
the annual meeting of the Board of Directors or until their respective
successors are elected and qualified.

<TABLE>
<CAPTION>
NAME                                 AGE             POSITION
----                                 ---             --------
<S>                                  <C>   <C>
Joel P. Wyler.................       52    Director, Chairman of the Board
Daniel C. Wyler...............       50    Director
Dr. Wendelin Wiedeking........       49    Director
Dr. Paul G. Kaminski..........       59    Director
Albert Iedema.................       41    Director, Senior Vice President and Chief Financial Officer
John H. Weber.................       45    Director, President and Chief Executive Officer
David G. Krall................       40    Senior Vice President, General Counsel and Secretary
Jeffrey D. Sisson.............       45    Senior Vice President of Human Resources
Thomas R. Pilholski...........       46    Senior Vice President and Chief Financial Officer (effective
                                           February 18, 2002)
John F. Sullivan..............       59    Vice President and Controller
David N. Evans................       48    Vice President and Director of Taxes
Tom B. Scherpenberg...........       42    Treasurer
</TABLE>


         Mr. Joel P. Wyler has been a Director of the Company and Chairman of
its Board since the Company was formed in December 1997. He also has been a
Director and Chairman of the Board of EPI since the Acquisition. Mr. Wyler has
been the Chairman of the Board of Directors of Granaria Holdings B.V. since
1982.

         Mr. Daniel C. Wyler was appointed as a Director in January 1999. He has
been the Chief Executive Officer of Granaria Holdings B.V. since 1989.

         Dr. Wiedeking was appointed as a Director in January 1999. He has been
the Chairman of the Board of Porsche AG since 1993 where he is also President
and Chief Executive Officer.

         Dr. Kaminski was appointed as a Director in January 2001. He had
previously served as a Director of EPI's wholly-owned subsidiary, Eagle-Picher
Technologies, LLC from 1998 until December 2000. Dr. Kaminski has been Chairman
and Chief Executive Officer of Technovation, Inc. since 1997.

         Mr. Iedema was appointed a Director in September 2001. He also has
served as Senior Vice President and Chief Financial Officer of the Company in an
interim capacity since October 2001, and will continue until Mr. Pilholski
becomes the Chief Financial Officer effective February 18, 2002. Mr. Iedema has
been Executive Vice President and Chief Financial Officer of Granaria Holdings
B.V. since September 2000. Mr. Iedema had previously been employed as the Chief
Financial Officer of SSM Coal B.V. in The Netherlands from 1996 until August
2000. Mr. Iedema is also a certified public accountant in The Netherlands.

         Mr. Weber has been President and Chief Executive Officer and a Director
since July 2001. Prior to coming to the Company, he had been with the Industrial
Controls and Friction Materials Group of Honeywell International serving as
President


                                       69
<PAGE>
of that Group from July 2000 until July 2001, and serving as President of the
Friction Materials Group from March 1999 until July 2000. Mr. Weber's previous
business experience included serving as President of KN Energy Inc. from 1997 to
1998, and as President of Vickers Inc. from 1994 to 1997.

         Mr. Krall has been Senior Vice President, General Counsel and Secretary
since November 2000. He had been Vice President, General Counsel and Secretary
since he joined the Company in June 1998. Prior to coming to the Company, he had
been with Taft, Stettinius & Hollister LLP, a legal firm based in Cincinnati,
Ohio since 1986 and had been a partner there since 1995.

         Mr. Sisson has been Senior Vice President of Human Resources since
October 2001. Prior to coming to the Company, he had been Senior Director, Human
Resources for Snap-On Incorporated from March 2000 until September 2001. Mr.
Sisson's prior business experience included serving as Director of Human
Resources and Director of Global Compensation for Whirlpool Corporation during
the period from February 1998 until February 2000. Mr. Sisson was previously
employed by UtilCorp United of Kansas City as Director of Compensation, and as
Senior Employee Relations Consultant during the period from May 1995 until
January 1998.

         Mr. Pilholski has been chosen to become Senior Vice President and Chief
Financial Officer effective February 18, 2002. Prior to coming to the Company,
he was employed by Honeywell Corporation (formerly Allied Signal Inc.) as a
General Auditor from June 1998 until August 2001, and as Vice President-Chief
Financial Officer for Honeywell Consumer Products Group from August 2001 until
January 2002. Mr. Pilholski had previously been employed as Senior Vice
President and Chief Financial Officer of Inamed Corporation from November 1997
until March 1998, and as Vice President and Chief Financial Officer of the
Zimmer Orthopedic Implant Division of Zimmer, Inc., a subsidiary of
Bristol-Myers Squibb Co. Mr. Pilholski is also a certified public accountant.

         Mr. Sullivan has been Vice President and Controller since October 2001.
He had been Vice President-Chief Financial Officer for Honeywell Incorporated's
Friction Materials division from 1999 until May 2001. Mr. Sullivan had
previously been employed as Vice President-Operations Controller for KN Energy,
Inc. from 1998 until 1999, and Vice President-Global Business Development and
Control and Industrial Group Controller for Vickers, Incorporated during the
period from 1994 until 1998.

         Mr. Evans has been Vice President and Director of Taxes since December
1998. He has been Director of Taxes since 1992. Mr. Evans joined EPI's Tax
Department in 1984 as Manager, State and Local Taxes. Mr. Evans is also an
attorney.

         Mr. Scherpenberg has been Treasurer since November 2000. Prior to
coming to the Company, he had been with Provident Financial Group as Vice
President of Credit Administration from February 2000 until November 2000, and
as Vice President of Commercial Lending from September 1993 until May 1999. Mr.
Scherpenberg also had been Chief Financial Officer of AEI Resources, a large
coal producer, from May 1999 until November 1999.

         Mr. Joel P. Wyler and Mr. Daniel C. Wyler are brothers.


                                       70
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following Summary Compensation Table sets forth the compensation
for the fiscal years indicated of (i) those persons who served as the Chief
Executive Officer of the Company during fiscal 2001, (ii) the Company's three
other executive officers at the end of fiscal 2001, and (iii) one additional
individual who was among the Company's three most highly compensated executive
officers but who was not serving as an executive officer of the Company at the
end of fiscal 2001 (collectively, the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               ANNUAL COMPENSATION
                                                  FISCAL                      ---------------------
                                                   YEAR      OTHER ANNUAL    ALL OTHER
NAME AND PRINCIPAL POSITION                       ENDED        SALARY($)     BONUS($)(1)  COMPENSATION(2)  (COMPENSATION($)(3)
---------------------------                      --------     ---------      -----------  ---------------  -------------------
<S>                                             <C>           <C>            <C>          <C>              <C>
John H. Weber(4) ....................            11/30/01      225,000               --           --                4,182
President and Chief Executive Officer
Andries Ruijssenaars(5) .............            11/30/01      198,610               --           --            1,883,974
   Former President and .............            11/30/00      575,000               --      179,528              465,125
   Chief Executive Officer ..........            11/30/99      575,000               --      448,812              697,814
Philip F. Schultz(6) ................            11/30/01      290,000          125,000           --              306,644
   Former Interim President .........            11/30/00      265,000               --           --                  903
   And Chief Executive Officer ......            11/30/99       34,144          259,963      192,664                   --
David G. Krall ......................            11/30/01      221,666          115,000           --                5,490
   Senior Vice President, ...........            11/30/00      200,000               --           --                5,466
   General Counsel and Secretary ....            11/30/99      185,000           75,000           --                3,057
David N. Evans ......................            11/30/01      155,000           60,000           --                4,824
   Vice President and ...............            11/30/00      145,000               --        4,376               69,765
   Director of Taxes ................            11/30/99      135,000           35,000        5,002               22,119
Tom B. Scherpenberg(7) ..............            11/30/01      125,000           40,000           --                  240
   Treasurer ........................            11/30/00        8,093           20,000           --                   20
Michael E. Aslanian(8) ..............            11/30/01      215,346          150,000           --              335,500
Former Senior Vice ..................            11/30/00      290,000               --       50,543              152,350
   President--Operations ............            11/30/99      280,000          130,000       34,108               87,005
</TABLE>

----------

(1)      Includes for Mr. Schultz in fiscal 1999, $220,588 representing the
         dollar value of a restricted stock award which was immediately vested.

(2)      This column includes nothing for perquisites since in no case did
         perquisites exceed the reporting thresholds (the lesser of 10% of
         salary plus bonus or $50,000). For each fiscal year, the column is
         comprised of amounts for the payment of taxes on purchases of annuities
         under the Company's Supplemental Executive Retirement Plan (the "SERP")
         for participating Named Executive Officers. For fiscal 1999, the column
         also includes amounts for the payment of taxes on shares awarded under
         the Company's Incentive Stock Plan to Mr. Schultz.



                                       71
<PAGE>
(3)      For fiscal 2001 this column includes the following amounts:
<TABLE>
<CAPTION>
                                   CONTRIBUTIONS TO     VALUE OF
                                     EAGLE-PICHER       PAID LIFE      SEVERANCE
                                    SALARIED 401(K)     INSURANCE      PAYMENTS/
NAME EXECUTIVE OFFICER                 PLAN($)         PREMIUMS($)     BENEFITS($)     TOTAL($)
----------------------                 -------         -----------     -----------     --------
<S>                                <C>                 <C>             <C>             <C>
John H. Weber....................           --               120               --            120
Andries Ruijssenaars.............        4,191               344        1,879,439      1,883,974
Philip F. Schultz................        5,250               240          301,154        306,644
David G. Krall...................        5,250               240               --          5,490
David N. Evans...................        4,650               174               --          4,824
Tom B. Scherpenberg..............           --               240               --            240
Michael E. Aslanian..............        5,140               360          330,000        335,500
</TABLE>

         Additionally, in fiscal 2001, the Company paid $4,062 in connection
         with temporary living expenses for Mr. Weber.

(4)      Mr. Weber was named President and Chief Executive Officer of the
         Company effective July 12, 2001.

(5)      Mr. Ruijssenaars resigned as President and Chief Executive Officer
         of the Company on March 28, 2001.

(6)      Mr. Schultz's employment with the Company ended on December 31, 2001.
         In addition to serving as Senior Vice President and Chief Financial
         Officer until October 8, 2001, he also served as Interim President and
         Chief Executive Officer from June 14, 2001 to July 12, 2001.

(7)      Mr. Scherpenberg was first employed by the Company on November 8, 2000.

(8)      Mr. Aslanian's employment with the Company ended on July 6, 2001.

RETIREMENT BENEFITS

         The following table shows the estimated total combined annual benefits
payable to the Named Executive Officers upon retirement at age 62 under Social
Security, the Salaried Plan and the SERP, computed on the basis of a
straight-life annuity:

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
                                            YEARS OF SERVICE
                                            ----------------
REMUNERATION                 10             15              20             25+
------------                 --             --              --             ---
<S>                      <C>            <C>             <C>           <C>
$  250,000..........     $  60,000      $  90,000       $ 120,000      $ 150,000
   300,000..........        72,000        108,000         144,000        180,000
   350,000..........        84,000        126,000         168,000        210,000
   400,000..........        96,000        144,000         192,000        240,000
   450,000..........       108,000        162,000         216,000        270,000
   500,000..........       120,000        180,000         240,000        300,000
   550,000..........       132,000        198,000         264,000        330,000
   600,000..........       144,000        216,000         288,000        360,000
   650,000..........       156,000        234,000         312,000        390,000
   700,000..........       168,000        252,000         336,000        420,000
   750,000..........       180,000        270,000         360,000        450,000
   800,000..........       192,000        288,000         384,000        480,000
   850,000..........       204,000        306,000         408,000        510,000
   900,000..........       216,000        324,000         432,000        540,000
   950,000..........       228,000        342,000         456,000        570,000
 1,000,000..........       240,000        360,000         480,000        600,000
 1,050,000..........       252,000        378,000         504,000        630,000
 1,100,000..........       264,000        396,000         528,000        660,000
 1,150,000..........       276,000        414,000         552,000        690,000
</TABLE>


                                       72
<PAGE>
         The Eagle-Picher Salaried Plan (the "Salaried Plan" and, together with
the SERP, the "Retirement Plans") is a non-contributory defined benefit pension
plan in which the Named Executive Officers are participants. The SERP, in which
the Named Executive Officers are also participants, provides retirement benefits
in addition to the benefits available under the Salaried Plan. The Retirement
Plans provide benefits after retirement based on the highest average monthly
compensation during five consecutive years of the last ten years preceding
retirement. For purposes of the Retirement Plans, compensation includes base
salary, bonuses, commissions and severance payments. These payments are reported
in the Summary Compensation Table. "Covered compensation" for Messrs.
Ruijssenaars and Aslanian for 2001 was $586,058 and $496,500 respectively.

         The estimated credited years of service for the Named Executive
Officers at age 62 will be:

<TABLE>
<S>                                                     <C>
         John H. Weber.........................         16
         Andries Ruijssenaars..................         23(A)
         Philip F. Schultz.....................         --(B)
         David G. Krall........................         25
         David N. Evans........................         31
         Tom B. Scherpenberg...................         20
         Michael E. Aslanian...................         26(A)
</TABLE>

----------
(A)      Represents final credited years of service for purposes of calculating
         benefits under the Retirement Plans for Mr. Ruijssenaars and Mr.
         Aslanian.

(B)      Mr. Schultz, at the time of his termination, was not vested in the
         Retirement Plans.

COMPENSATION OF DIRECTORS

         Directors who are not employees of the Company receive an annual
retainer of $50,000, payable quarterly, with no additional fees for attendance
or committee membership, except for Dr. Wendelin Wiedeking who was issued 2,500
shares of Class A Common Stock in the Company in 1999 in lieu of the retainer,
and except for Mr. Iedema, who was appointed without a retainer. Directors who
are also employees of the Company receive no fees for their services as
Directors.

         The Company has an Incentive Stock Plan for Outside Directors. Under
the Plan, nonemployee directors of the Company who also are directors of EPI may
be awarded shares of the Company's Class A Common Stock in lieu of directors'
fees. The right to receive the shares is conditioned on the participant's
execution of a shareholders' agreement which, among other things, governs the
transferability of the shares, and a voting trust agreement under which the
shares are held of record and voted by Granaria Holdings B.V. In connection with
his becoming a director, Dr. Wendelin Wiedeking was awarded 2,500 shares as of
April 12, 1999. All or a portion of the shares will be forfeited, in accordance
with a declining scale of 20% per year, if Dr. Wiedeking leaves either Board
prior to April 12, 2004. The forfeiture provisions terminate in the event of Dr.
Wiedeking's death or incapacity or if a change of control occurs or an initial
public offering is made. If Dr. Wiedeking is involuntarily removed from the
Boards, other than for cause, EPI will reimburse him for his tax liability
relating to any forfeited shares.

         Joel P. Wyler and Daniel C. Wyler, as named Directors of the Company
and EPI, provide services on behalf of and pursuant to their employment by
Granaria Holdings B.V. All directors' fees due as a result of their services as
named Directors are paid to Granaria Holdings B.V.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During 2001 the Compensation Committee of the Board of Directors of the
Company was comprised of Joel P. Wyler, Chairman of Granaria Holdings B.V. and
Chairman of the Company and EPI, Daniel C. Wyler, CEO of Granaria Holdings B.V.,
Dr. Wendelin Wiedeking, Chairman, President and CEO of Porsche AG and John
Weber, President and Chief Executive Officer of the Company and EPI.


                                       73
<PAGE>
EMPLOYMENT AGREEMENTS; SEVERANCE

         Effective November 18, 1996, EPI adopted the Eagle-Picher Industries,
Inc. Officer Severance Plan (the "Severance Plan"). Messrs. Krall, Evans and
Scherpenberg are participants in the Severance Plan.

         Under the terms of the Severance Plan, if a participant is terminated
by EPI other than for cause, he is entitled to:

         (a)      a "supplemental severance" benefit equal to one year's base
                  pay (at the then-current base salary),

         (b)      a "base severance" benefit equal to one week's pay for each
                  completed year of service with EPI, and

         (c)      continued group medical and group life insurance benefits for
                  the same period as set forth in (b).

         Benefits will not be paid if a participant voluntarily leaves the
employ of EPI or remains employed by EPI following a change of control. If a
participant is employed by another company while receiving benefits under this
Plan, the base severance benefit will be reduced by all wages received from the
new employer. Similarly, continued insurance benefits will be discontinued if
comparable benefits are offered by the new employer.

         Mr. Weber has an Employment Agreement with EPI, which became effective
on July 15, 2001, pursuant to which he has served as President and Chief
Executive Officer of EPI since July 12, 2001. Under the agreement, Mr. Weber
receives a base salary of $600,000 per year (which commenced July 15, 2001) and
is entitled to an annual incentive bonus based on the achievement of agreed-upon
objectives for the year. For the fiscal year ending November 30, 2002, Mr. Weber
is guaranteed a bonus of at least 45% of his base salary. The agreement also
entitles Mr. Weber to:

         (a)      annual grants through September 22, 2004 of long-term cash
                  bonuses which vest over time and will have exercise values
                  dependent upon EPI's earnings before interest, taxes,
                  depreciation and amortization (EBITDA), debt and outstanding
                  preferred stock book value;

         (b)      participate in all EPI pension, health, welfare and other
                  benefit plans in effect for executives;

         (c)      miscellaneous perquisites, including the use of an automobile
                  (and a tax gross-up for related payments made by EPI), payment
                  of club dues and payment of apartment rental expenses in
                  Cincinnati, Ohio; and

         (d)      a cash bonus if certain preferred stock of EPI currently held
                  by an affiliated entity (the "SPV") is refinanced by a
                  transfer to EPI or a third party for cash or other liquid
                  assets, with the amount of the bonus being a percentage of the
                  SPV's profit (as defined) from the transaction but not less
                  than $2.5 million if the refinancing is completed at 100% of
                  the face value of the shares;

Mr. Weber's employment is terminable by EPI for "cause," by him for "good
reason" (each as defined in the agreement), and by either party without cause or
good reason on 90 days' written notice. If the Company terminates Mr. Weber's
employment without cause, or he terminates his employment for good reason, Mr.
Weber will be entitled to severance pay equal to 18 months of his then-current
base salary, to 150% of his annual bonus for the preceding year and to a
pro-rata portion of the prior year's annual bonus for the portion of the year in
which employment terminates, as well as to continuation of his benefits and
perquisites for the 18-month severance period. In addition, Mr. Weber will be
entitled to a preferred stock financing bonus if a refinancing is completed
during the severance period and to specified continuing rights to his long-term
cash bonuses.

         Mr. Schultz served as an officer of EPI until October 8, 2001 and as an
employee through December 31, 2001. In connection with his termination of
employment, Mr. Schultz entered into a negotiated Separation Agreement with EPI
under which he received severance pay equal to one year's salary ($290,000), one
week's pay for each year of service ($11,154), group medical and life insurance
coverage for up to one year and other miscellaneous benefits. In addition, in
partial consideration for special assistance provided by Mr. Schultz on a
financing transaction completed in January 2002, EPI purchased the 1,250 shares
of Common Stock for a total of $255,575.


                                       74
<PAGE>
         In connection with his resignation from employment on July 6, 2001, Mr.
Aslanian entered into a Resignation Agreement with EPI under which he continues
to receive his base salary of $330,000 for one year, as well as group medical
and life insurance for up to a year. Mr. Aslanian also received title to his
company car, and EPI purchased the 6,250 shares of Common Stock for a price of
$587,875.

         Mr. Ruijssenaars resigned as President and Chief Executive Officer on
March 28, 2001. Pursuant to an Executive Employment Agreement dated November 7,
2000, the Company paid Mr. Ruijssenaars $1,879,439 representing his base salary
through July 3, 2004, when Mr. Ruijssenaars reaches age 62.

INCENTIVE STOCK PLAN

         EPI has an Incentive Stock Plan pursuant to which restricted shares of
the Company's Class A Common Stock have been and may be allocated to members of
EPI's senior management. The right to receive the shares is conditioned on the
participant's execution of a shareholders' agreement which, among other things,
governs the transferability of the shares, and a voting trust agreement under
which the shares are held of record and voted by Granaria Holdings B.V. However,
shares awarded are beneficially owned by the recipient and generally are
immediately vested. Under the terms of the Plan, EPI is obligated to reimburse
Plan participants for any tax obligations associated with their receipt of the
shares.

         The shareholders' agreement also gives participants the right to
require EPI to purchase such participants' shares on, or for certain senior
officers, within a five-year period following, termination of employment at a
formula price. Such purchase would constitute a "Restricted Payment" as such
term is defined in the Indenture (the "Indenture") for EPI's 9 3/8% Senior
Subordinated Notes (the "Notes") and the terms of the Company's 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock (the "Preferred Stock").
Among the terms of the Indenture and the Preferred Stock, Restricted Payments
cannot exceed 50% of the Company's cumulative consolidated net income from March
1, 1998 (plus the proceeds of certain securities issuances). The Company
currently has a cumulative consolidated net loss since March 1, 1998. There is
an exception from the limitations on Restricted Payments permitting the purchase
of up to $5 million of Company common stock held by current or former directors,
officers or employees. As of the date hereof, all of this exception has been
used. Following his resignation, Mr. Ruijssenaars put his 30,000 shares of
common stock to the Company. The Company believes that the formula price for
these shares is approximately $2.8 million. In 2001, the committee for the
Incentive Stock Plan adopted a rule postponing the Company's obligation to
purchase stock if the terms of any agreement to which the Company was a party at
that time prohibit such purchase. Mr. Ruijssenaars has filed a lawsuit against
the Company challenging the price for his shares and the validity of the rule
described above. See Item 3--Legal Proceedings above. If Mr. Ruijssenaars were
to prevail, the Company could be required to seek a waiver from holders of the
Notes and the Preferred Stock.


                                       75
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of February 15, 2002, by
each person known by the Company to own beneficially 5% or more of the
outstanding shares of Common Stock, currently the Company's only voting
security. In 2001, each of the Company's 625,001 outstanding shares of Class A
Common Stock and 374,999 outstanding shares of Class B (nonvoting) Common Stock
were converted into one share of Common Stock (with full voting rights).

<TABLE>
<CAPTION>
                                                   SHARES BENEFICIALLY OWNED
                                                   -------------------------
                                                   NUMBER OF    PERCENTAGE OF
NAME                                                SHARES         SHARES
----                                                ------         ------
<S>                                                <C>          <C>
Granaria Holdings B.V.........................     709,501         70.95%
   Lange Voorhout 16
   P.O. Box 233
   2501 CE The Hague
   The Netherlands(1),(2),(3),(4)

Joel P. Wyler.................................     715,001         71.50%
   Lange Voorhout 16
   P.O. Box 233
   2501 CE The Hague
   The Netherlands(2),(3),(4),(5)

Daniel C. Wyler...............................     709,501         70.95%
   Lange Voorhout 16
   P.O. Box 233
   2501 CE The Hague
   The Netherlands(2),(3),(4)

Lange Voorhout Investments B.V................     284,999         28.50%
   c/o ABN AMRO Participaties B.V.
   P.O. Box 283 [AA4140]
   Amsterdam 1000 EA
   The Netherlands
</TABLE>

Granaria Holdings informed the Company that Dakruiter S.A., an entity owned by
Granaria Holdings and Lange Voorhout Investments B.V., acquired in the second
quarter of 2001 approximately 51.8% of the outstanding 11 3/4% Cumulative
Redeemable Exchangeable Preferred Stock issued by EP Holdings. Granaria Holdings
has also informed the Company that neither it nor any of its affiliates have
purchased any 9 3/8% Senior Subordinated Notes issued by EPI.


                                       76
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

      The following table sets forth certain information as of February 15,
2002, regarding the ownership of the Company's Common Stock, currently the
Company's only voting security and the only equity security held by the
Company's directors or executive officers. All shares are subject both to a
Voting Trust Agreement that allows all of the shares owned by the Company's
management to be voted by Granaria Holdings B.V. and to a Shareholders Agreement
that restricts their disposition.

<TABLE>
<CAPTION>
                                                                     SHARES BENEFICIALLY OWNED
                                                                     -------------------------
                                                                     NUMBER OF    PERCENTAGE OF
NAME                                                                   SHARES         SHARES
----                                                                  ------         ------
<S>                                                                  <C>          <C>
Joel P. Wyler(2),(3),(4),(5)...................................       715,001         71.50%
Daniel C. Wyler(2),(3),(4).....................................       709,501         70.95%
David G. Krall(5)..............................................         5,500             *
David N. Evans.................................................         1,000             *
All directors and executive officers as a group (seven persons)       715,001         71.50%
</TABLE>

----------
(*)  Less than 1.0%


(1)   Granaria Holdings B.V. is 100% owned by Wijler Holding B.V., a Dutch
      Antilles company, 50.1% of which is owned by Joel P. Wyler and 49.9% of
      which is owned by Daniel C. Wyler.

(2)   Includes 525,001 shares held by Granaria Industries B.V., which is
      majority owned by Granaria Holdings B.V.

(3)   Includes 83,500 shares held by Granaria Holdings B.V. as voting trustee
      either for certain members of management or for the Company.

(4)   Includes 101,000 shares held by Dakruiter S.A., which is controlled by
      Granaria Holdings B.V.

(5)   Includes 5,500 shares held by the E-P Management Trust, of which Messrs.
      Joel P. Wyler and David G. Krall are trustees.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      The Company has an advisory and consulting agreement with Granaria
Holdings B.V. ("Granaria Holdings") pursuant to which the Company has paid
Granaria Holdings an annual management fee of $1.75 million plus out-of-pocket
expenses. Fees and expenses relating to these services amounted to $2.1 million
in 2001. At November 30, 2001, $.6 million relating to these fees and expenses
is due Granaria Holdings.

      In 1998, the Company paid $10.0 million to the Eagle-Picher Management
Trust ("E-P Management Trust") for the benefit of certain executive officers of
the Company. The $10.0 million payment was effectively used to acquire certain
restricted stock of Granaria Industries B.V. which was later exchanged for
common stock of the Company. Certain of the shares of the Company held by the
E-P Management Trust have been allocated to certain members of senior management
of the Company. The Company also reimbursed the holders of the shares for their
tax obligations associated with receipt of such shares. (See Executive
Compensation--Incentive Stock Plan.) The Company has recorded compensation
expense of $.0 million in 2001 for the restricted shares and related tax
reimbursements. On December 28, 2001, in a negotiated transaction, EPI purchased
the 1,250 shares of Class A Common Stock previously awarded to Mr. Krall under
the Incentive Stock Plan for a price of $160,000.


                                       77
<PAGE>

                                     PART IV

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

<TABLE>
<S>  <C>        <C>
(a)  1.         All Financial Statements:
                --   Financial Statements - Included in Item 8 in this Report
                --   Independent Auditors' Report - Included in Item 8 in this
                     Report
     2.         Financial Statement Schedules
                --   None
     3.         Exhibits (numbers keyed to Item 601, Regulation S-K)
     2.1        --   Third Amended Plan of Reorganization of Eagle-Picher
                     Industries, Inc. ("EPI")(1)
     2.2        --   Exhibits to Third Amended Plan of Reorganization of EPI(1)
     3.1        --   Articles of Incorporation of EPI, as amended(1)
     3.2        --   Regulations of EPI(1)
     3.3        --   Amended and Restated Certificate of Incorporation of
                     Eagle-Picher Holdings, Inc. (the "Company")(1)
     3.4        --   Bylaws of the Company(1)
     3.5        --   Articles of Incorporation of Daisy Parts, Inc.(2)
     3.6        --   Bylaws of Daisy Parts, Inc.(2)
     3.7        --   Certificate of Incorporation of Eagle-Picher Development
                     Company, Inc.(2)
     3.8        --   Bylaws of Eagle-Picher Development Company, Inc.(2)
     3.9        --   Certificate of Incorporation of Eagle-Picher Far East,
                     Inc.(2)
     3.10       --   Bylaws of Eagle-Picher Far East, Inc.(2)
     3.11       --   Articles of Incorporation of Eagle-Picher Fluid Systems,
                     Inc.(2)
     3.12       --   Bylaws of Eagle-Picher Fluid Systems, Inc.(2)
     3.13       --   Articles of Incorporation of Eagle-Picher Minerals, Inc.(2)
     3.14       --   Bylaws of Eagle-Picher Minerals, Inc.(2)
     3.15       --   Certificate of Formation of Eagle-Picher Technologies, LLC(2)
     3.16       --   Operating Agreement of Eagle-Picher Technologies, LLC(2)
     3.16a      --   Amended and Restated Limited Liability Company Agreement of
                     Eagle-Picher Technologies, LLC (3)
     3.17       --   Articles of Incorporation of Hillsdale Tool & Manufacturing
                     Co.(2)
     3.18       --   Bylaws of Hillsdale Tool & Manufacturing Co.(2)
     3.19       --   Restated Articles of Incorporation of EPMR Corporation
                     (f/k/a Michigan Automotive Research Corporation)(8)
     3.20       --   Bylaws of EPMR Corporation (f/k/a Michigan Automotive
                     Research Corporation)(8)
     3.21       --   Certificate of Amendment of Amended and Restated Certificate
                     of Incorporation of the Company filed with the
                     Secretary of State of Delaware on August 31, 2001(14)
     3.22       --   Amended and Restated Bylaws of Daisy Parts, Inc. as of
                     November 16, 2001
     3.23       --   Amended and Restated Bylaws of Hillsdale Tool & Manufacturing
                     Co. as of November 16, 2001
     3.24       --   Amendment to the Bylaws of Eagle-Picher Minerals, Inc. as of
                     November 16, 2001
     4.1        --   Indenture, dated as of February 24, 1998, between EPI, the
                     Company as a Guarantor, subsidiary guarantors (Daisy
                     Parts, Inc. Eagle-Picher Development Company, Inc.,
                     Eagle-Picher Far East, Inc., Eagle-Picher Fluid Systems,
                     Inc., Eagle-Picher Minerals, Inc., Eagle-Picher Technologies,
                     LLC, Hillsdale Tool & Manufacturing Co., Michigan
                     Automotive Research Corporation (together, the "Subsidiary
                     Guarantors" or the "Domestic Subsidiaries"), and The
                     Bank of New York as Trustee (the "Trustee")(1)

     4.2        --   Cross Reference Table showing the location in the Indenture
                     of the provisions of Sections 310 through 318(a), inclusive,
                     of the Trust Indenture Act of 1939(1)

     4.3        --   First Supplemental Indenture dated as of February 24, 1998,
                     between EPI and the Trustee(1)

     4.4        --   Form of Global Note (attached as Exhibit A to the Indenture
                     filed as Exhibit 4.1)(1)
</TABLE>


                                       78
<PAGE>

<TABLE>
<S>  <C>        <C>
     4.5        --   Certified Copy of the Certificate of Designations,
                     Preferences and Rights of 11 3/4% Series A Cumulative
                     Redeemable Exchangeable Preferred Stock and 11 3/4% Series
                     B Cumulative Redeemable Exchangeable Preferred Stock of the
                     Company(1)

     4.6        --   Form of Certificate and Global Share of 11 3/4% Series A
                     Cumulative Redeemable Exchangeable Preferred Stock and
                     11 3/4% Series B Cumulative Redeemable Exchangeable Preferred
                     Stock (attached as Exhibit A to the Certificate of
                     Designations filed as Exhibit 4.5)(1)

     4.7        --   Form of Exchange Debentures Indenture relating to 11 3/4%
                     Exchange Debentures due 2008 of the Company(1)

     4.8        --   Cross Reference Table showing the location in the Exchange
                     Debentures Indenture of the provisions of Sections 310
                     through 318(a), inclusive, of the Trust Indenture Act of
                     1939(1)

     4.9        --   Form of 11 3/4% Exchange Debenture due 2008 (attached as
                     Exhibit A to the Exchange Debentures Indenture filed as
                     Exhibit 4.7)(1)

     9.1        --   Voting Trust Agreement dated November 16, 1998 with owners of
                     Class A (Voting) Common Stock of the Company(4)

     10.1       --   Merger Agreement, dated as of December 23, 1997, among EPI,
                     the Eagle-Picher Industries, Inc. Personal Injury
                     Settlement Trust, the Company and E-P Acquisition, Inc.(1)

     10.2       --   Amendment No. 1 to the Merger Agreement, dated as of February
                     23, 1998, among EPI, the Eagle-Picher Industries, Inc.
                     Personal Injury Settlement Trust, the Company and E-P
                     Acquisition, Inc.(1)

     10.3       --   Supplemental Executive Retirement Plan of EPI(2)

     10.4       --   Notes Purchase Agreement, dated February 19, 1998, among E-P
                     Acquisition, Inc., EPI, The Company, SBC Warburg Dillon Read
                     and ABN AMRO Incorporated(1)

     10.5       --   Assumption Agreement for the Notes Purchase Agreement, dated
                     as of February 24, 1998, between EPI and the Subsidiary
                     Guarantors(1)

     10.6       --   Registration Rights Agreement, dated as of February 24, 1998,
                     between E-P Acquisition, Inc., SBC Warburg Dillon Read and
                     ABN AMRO Incorporated(1)

     10.7       --   Assumption Agreement for the Registration Rights Agreement,
                     dated as of February 24, 1998, of EPI(1)

     10.8       --   Credit Agreement, dated as of February 19, 1998, among E-P
                     Acquisition, Inc. (merged with and into EPI), Various
                     Lenders from time to time party thereto, ABN AMRO Bank N.V.,
                     as Agent (the "Agent"), PNC Bank, National Association, as
                     Documentation Agent and DLJ Capital Funding, Inc., as
                     Syndication Agent(1)

     10.9       --   Assumption Agreement dated as of February 24, 1998, between
                     EPI and the Agent(1)

     10.10      --   Security Agreement, dated as of February 24, 1998, among EPI,
                     the Agent and the Domestic Subsidiaries(1)

     10.11      --   Holdings Pledge Agreement, dated as of February 24, 1998,
                     between the Company and the Agent(1)
</TABLE>


                                         79
<PAGE>

<TABLE>
<S>  <C>        <C>  <C>
     10.12      --   Borrower and Subsidiary Pledge Agreement, dated as of
                     February 24, 1998, among EPI, Eagle-Picher Development
                     Company, Eagle-Picher Minerals, Inc. and the Agent(1)

     10.13      --   Holdings Guaranty Agreement, dated as of February 24, 1998,
                     by the Company, accepted and agreed by the Agent(1)

     10.14      --   Subsidiary Guaranty Agreement, dated as of February 24, 1998,
                     by the Domestic Subsidiaries, accepted and agreed by the
                     Agent(1)

     10.15      --   Trademark Collateral Agreement, dated February 24, 1998,
                     between EPI and the Agent(1)

     10.16      --   Patent Collateral Agreement, dated February 24, 1998, between
                     EPI and the Agent(1)

     10.17      --   Copyright Collateral Agreement, dated February 24, 1998,
                     between EPI and the Agent(1)

     10.18      --   Subordination Agreement, dated as of February 24, 1998, among
                     E-P Acquisition, Inc., EPI and the Domestic Subsidiaries(2)

     10.19      --   Management Agreement dated as of February 24, 1998, between
                     EPI and Granaria Holdings B.V.(1)

     10.20      --   Eagle-Picher Management Trust made February 17, 1998, among
                     Granaria Industries B.V. and Thomas E. Petry, Andries
                     Ruijssenaars and Joel Wyler as trustees (the "E-P Management
                     Trust")(2)

     10.21      --   Incentive Stock Plan of EPI, effective as of February 25,
                     1998(2)

     10.22      --   Employment Agreements dated November 29, 1996, between EPI
                     and each Named Executive Officer as defined in EPI's Form S-4
                     filed in 1998, as amended (Messrs. Petry, Ruijssenaars, Hall,
                     Wickens, Curless and Ralston)(2)

     10.23      --   Amendments dated August 5, 1997, to Employment Agreements
                     between EPI and each Named Executive Officer as defined in
                     EPI's Form S-4(2)

     10.24      --   Sales Incentive Program of EPI(2)

     10.25      --   Letter Agreements dated August 5, 1997, between EPI and each
                     Named Executive Officer as defined in EPI's Form S-4
                     regarding Short Term Sale Program(2)

     10.26      --   Letter Agreement dated September 12, 1997, between EPI and
                     Carroll D. Curless regarding Sale Incentive Bonus(2)

     10.27      --   Letter Agreements dated February 18, 1998, between EPI and
                     each Named Executive Officer as defined in EPI's Form S-4
                     regarding Short Term Sale Program(2)

     10.28      --   Side Letter, dated February 23, 1998, regarding Amendments to
                     the Short Term Sale Program(2)

     10.29      --   Preferred Stock Purchase Agreement, dated February 19, 1998,
                     between the Company and the initial purchasers(1)

     10.30      --   Preferred Stock Registration Rights Agreement, dated as of
                     February 24, 1998, between the Company and the initial
                     purchasers(1)

     10.31      --   Transfer Agency Agreement, dated as of February 24, 1998,
                     between the Company and The Bank of New York, as Transfer
                     Agent(2)
</TABLE>


                                         80
<PAGE>

<TABLE>
<S>  <C>        <C>  <C>
     10.32      --   The Company Incentive Stock Plan for Outside Directors
                     effective January 1, 1999(4)

     10.33      --   Amended and Restated Incentive Stock Plan of EPI(4)

     10.34      --   Second Amended and Restated Incentive Stock Plan of EPI(4)

     10.35      --   Shareholders Agreement dated October 15, 1998, among Granaria
                     Holdings B.V., Granaria Industries B.V., the Company and
                     EPI(4)

     10.36      --   Voting Trust Agreement dated as of November 16, 1998, by and
                     among certain shareholders of the Company and Granaria
                     Holdings B.V.(5)

     10.37      --   Stock Purchase Agreement dated April 8, 1999, between
                     Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
                     Group Inc. and the Shareholders of Charterhouse Automotive
                     Group, Inc.(6)

     10.38      --   Shareholders Agreement dated April 12, 1999, among Granaria
                     Holdings B.V., the Company, EPI, and certain shareholders of
                     the Company(5)

     10.39      --   Voting Trust Agreement dated April 13, 1999, between certain
                     shareholders of the Company and Granaria Holdings B.V. as
                     voting trustee(5)

     10.40      --   Amendment to Credit Agreement and Consent, dated as of May
                     18, 1999, among EPI, the lenders party thereto, ABN AMRO Bank
                     N.V., as Agent, PNC Bank, National Association, as
                     Documentation Agent, and NBD Bank, N.A., as Syndication
                     Agent(5)

     10.41      --   Receivables Loan Agreement dated as of May 18, 1999, among
                     Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank N.V.,
                     the Lender Agents, the Related Bank Lenders, Amsterdam
                     Funding Corporation and the Other Conduit Lenders(5)

     10.42      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between EPI and Eagle-Picher Acceptance Corporation(5)

     10.43      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Carpenter Enterprises Limited and Eagle-Picher
                     Acceptance Corporation(5)

     10.44      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Daisy Parts, Inc. and Eagle-Picher Acceptance
                     Corporation(5)

     10.45      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Eagle-Picher Development Company and Eagle-Picher
                     Acceptance Corporation(5)

     10.46      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
                     Acceptance Corporation(5)

     10.47      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Eagle-Picher Minerals, Inc. and Eagle-Picher
                     Acceptance Corporation(5)

     10.48      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Eagle-Picher Technologies, LLC and Eagle-Picher
                     Acceptance Corporation(5)

     10.49      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Hillsdale Tool & Manufacturing Co. and Eagle-Picher
                     Acceptance Corporation(5)
</TABLE>


                                         81
<PAGE>

<TABLE>
<S>  <C>        <C>  <C>
     10.50      --   Receivables Purchase Agreement dated as of May 18, 1999,
                     between Michigan Automotive Research Corporation and
                     Eagle-Picher Acceptance Corporation(5)

     10.51      --   Share Appreciation Plan of EPI(7)

     10.52      --   Amendment to Credit Agreement and Consent dated as of August
                     1, 2000, among EPI, the lenders party thereto, ABN AMRO Bank
                     N.V. as Agent, PNC Bank, National Association as
                     Documentation Agent, and Bank One, Indiana, N.A. as
                     Syndication Agent(9)

     10.53      --   Resignation, Release and Severance Pay Agreement dated May
                     31, 2000 between EPI and Wayne R. Wickens(10)

     10.54      --   Executive Employment Agreement dated November 7, 2000 between
                     EPI and Andries Ruijssenaars(10)

     10.55      --   Supplemental Executive Retirement Plan (as amended and
                     restated effective March 27, 2001)(11)

     10.56      --   Fourth Amendment to Credit Agreement and Consent dated as of
                     May 31, 2001, among the Company, the lenders party hereto,
                     ABN AMRO Bank N.V., as Agent, PNC Bank, National Association,
                     as Documentation Agent and NBD Bank, N.A., as Syndication
                     Agent(12)

     10.57      --   Fifth Amendment to Receivables Loan Agreement dated as of
                     June 29, 2001 among the Company, EPAC, Amsterdam Funding
                     Corporation, as a Conduit Lender and as the administrative
                     agent for the Lenders, ABN AMRO Bank N.V., as the Amsterdam
                     Lender Agent, Market Street Funding Corporation, as a Conduit
                     Lender, PNC Bank, National Association, as the Market Lender
                     Agent and the Related Bank Lenders party hereto(12)

     10.58      --   Resignation Agreement effective July 6, 2001 between EPI and
                     Michael E. Aslanian(13)

     10.59      --   Executive Employment Agreement effective July 15, 2001
                     between EPI and John H. Weber(14)

     10.60      --   Separation Agreement effective November 1, 2001 between EPI
                     and Philip F. Schultz

     10.61      --   Supplemental Indenture among EPI, the Guarantors (Daisy
                     Parts, Inc., Eagle-Picher Development Company, Inc.,
                     Eagle-Picher Holdings, Inc., Eagle-Picher Far East, Inc.,
                     Eagle-Picher Minerals, Inc., Eagle-Picher Technologies,
                     LLC, Hillsdale Tool & Manufacturing Co., EPMR Corporation
                     and Carpenter Enterprises Limited) and The Bank of New York,
                     as Trustee, dated December 14, 2001.

     10.62      --   Receivables Sales Agreement dated January 8, 2002 by and
                     among Eagle-Picher Funding Corporation and each of the
                     "Originators" defined therein which include EPI, Carpenter
                     Enterprises Limited, Daisy Parts, Inc., Eagle-Picher
                     Minerals, Inc., Eagle-Picher Technologies, LLC, and
                     Hillsdale Tool & Manufacturing Co.

     10.63      --   Receivables Sales and Servicing Agreement dated January 8,
                     2002 by and among Eagle-Picher Funding Corporation, Redwood
                     Receivables Corporation, Eagle-Picher Industries, Inc. and
                     General Electric Capital Corporation.

     10.64      --   Annex X to Receivables Sales Agreement at Exhibit 10.62 and
                     to Receivables Purchase and Servicing Agreement at Exhibit
                     10.63--"Definitions and Interpretations"
</TABLE>


                                       82
<PAGE>

<TABLE>
<S>  <C>        <C>  <C>
     12.1       --   Ratios of Earnings to Fixed Charges and Preferred Stock
                     Dividends

     21.1       --   Subsidiaries of EPI

     24(a),(b)  --   Powers of Attorney
</TABLE>

----------

(1)   Incorporated by reference to the Company's Form S-4 Registration Statement
      No. 333-49957-01 filed on April 11, 1998.

(2)   Incorporated by reference to EPI's Amendment No. 1 to Form S-4
      Registration Statement No. 333-49957 filed on May 20, 1998.

(3)   Incorporated by reference to EPI's Amendment No. 2 to Form S-4
      Registration Statement No. 333-49957 filed on June 5, 1998.

(4)   Incorporated by reference to the Company's Form 10-K filed on March 1,
      1999.

(5)   Incorporated by reference to the Company's Form 10-Q filed on June 30,
      1999.

(6)   Incorporated by reference to the Company's Form 8-K filed on April 21,
      1999.

(7)   Incorporated by reference to EPI's Form 10-Q filed on June 29, 1998.

(8)   Incorporated by reference to the Company's Form 10-Q filed on April 12,
      2000.

(9)   Incorporated by reference to the Company's Form 10-Q filed on October 16,
      2000.

(10)  Incorporated by reference to the Company's Form 10-K filed on February 28,
      2001.

(11)  Incorporated by reference to the Company's Form 10-Q filed on April 10,
      2001.

(12)  Incorporated by reference to the Company's Form 8-K filed on July 9, 2001.

(13)  Incorporated by reference to the Company's Form 10-Q filed on July 16,
      2001.

(14)  Incorporated by reference to the Company's Form 10-Q filed on October 12,
      2001.

(b)1. Reports on Form 8-K

      -- None filed in the Company's fourth quarter for the period covered by
the report.


                                       83
<PAGE>

                                   SIGNATURES

      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.

                                        EAGLE-PICHER HOLDINGS, INC.

                                        By        /s/ John H. Weber
                                          --------------------------------------
                                                      John H. Weber
                                          President and Chief Executive Officer

Date: September 20, 2002

      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>
            /s/ JOHN H. WEBER                    Date: September 20, 2002
------------------------------------------
        John H. Weber, President,
   Chief Executive Officer and Director

         /s/ THOMAS R. PILHOLSKI                 Date: September 20, 2002
------------------------------------------
Thomas R. Pilholski, Senior Vice President
       and Chief Financial Officer
      (Principal Financial Officer)

           /s/ JOHN F. SULLIVAN                  Date: September 20, 2002
------------------------------------------
   John F. Sullivan, Vice President and
Controller (Principal Accounting Officer)

            /s/ JOEL P. WYLER*                   Date: September 20, 2002
------------------------------------------
       Joel P. Wyler, Director and
          Chairman of the Board

           /s/ DANIEL C. WYLER*                  Date: September 20, 2002
------------------------------------------
        Daniel C. Wyler, Director

            /s/ ALBERT IEDEMA                    Date: September 20, 2002
------------------------------------------
         Albert Iedema, Director

*By         /s/ David G. Krall
    --------------------------------------
              David G. Krall
             Attorney-in-Fact
</TABLE>


                                       84
<PAGE>


                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                        EAGLE-PICHER INDUSTRIES, INC.

                                        By           /s/ JOHN H. WEBER
                                           -------------------------------------
                                                        John H. Weber
                                           President and Chief Executive Officer

Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EAGLE-PICHER HOLDINGS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.

<TABLE>
<S>                                             <C>
            /s/ JOHN H. WEBER                    Date: September 20, 2002
------------------------------------------
        John H. Weber, President,
   Chief Executive Officer and Director
      (Principal Executive Officer)

         /s/ THOMAS R. PILHOLSKI                 Date: September 20, 2002
------------------------------------------
Thomas R. Pilholski, Senior Vice President
       and Chief Financial Officer
      (Principal Financial Officer)

           /s/ JOHN F. SULLIVAN                  Date: September 20, 2002
------------------------------------------
     John F. Sullivan, Vice President
              and Controller
      (Principal Accounting Officer)

            /s/ JOEL P. WYLER*                   Date: September 20, 2002
------------------------------------------
       Joel P. Wyler, Director and
          Chairman of the Board

           /s/ DANIEL C. WYLER*                  Date: September 20, 2002
------------------------------------------
        Daniel C. Wyler, Director

            /s/ ALBERT IEDEMA                    Date: September 20, 2002
------------------------------------------
         Albert Iedema, Director

*By         /s/ David G. Krall
    --------------------------------------
              David G. Krall
             Attorney-in-Fact
</TABLE>


                                       85
<PAGE>

                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                            DAISY PARTS, INC.

                                            By     /s/ William F. Maclean
                                              ----------------------------------
                                                     William F. Maclean
                                                          President
                                               (Principal Executive Officer)

Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, DAISY PARTS, INC., AND IN THE CAPACITIES AND ON THE DATES
INDICATED.

<TABLE>
<S>                                        <C>
    /s/ WILLIAM F. MACLEAN                 Date: September 20, 2002
------------------------------------
William F. Maclean, President
(Principal Executive Officer)

   /s/ KEN HIGGINS                         Date: September 20, 2002
------------------------------------
Ken Higgins, Chief Financial Officer
(Principal Financial Officer)


    /s/ DANIEL SKIENDZIEL                  Date: September 20, 2002
------------------------------------
Daniel Skiendziel, Controller
(Principal Accounting Officer)

      /s/ JOHN H. WEBER                    Date: September 20, 2002
------------------------------
   John H. Weber, Director
</TABLE>


                                       86
<PAGE>

                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                  EAGLE-PICHER DEVELOPMENT CO., INC.


                                  By        /s/ John H. Weber
                                     ----------------------------------------
                                                John H. Weber
                                                  President
                                     (Principal Executive Officer and Director)

Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EAGLE-PICHER DEVELOPMENT CO., INC., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.

            /s/ JOHN H. WEBER                        Date: September 20, 2002
------------------------------------------
        John H. Weber, President
(Principal Executive Officer and Director)

         /s/ THOMAS R. PILHOLSKI                     Date: September 20, 2002
------------------------------------------
Thomas R. Pilholski, Senior Vice President
(Principal Financial Officer and
  Principal Accounting Officer)



                                       87
<PAGE>
                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                               EPMR CORPORATION
                               (f/k/a Michigan Automotive Research Corporation)


                               By              /s/ JOHN H. WEBER
                                 ----------------------------------------------
                                                 John H. Weber
                                                   President
                                   (Principal Executive Officer and Director)

Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EPMR CORPORATION, AND IN THE CAPACITIES AND ON THE DATES
INDICATED.

           /s/ JOHN H. WEBER                        Date: September 20, 2002
------------------------------------------
       John H. Weber, President
(Principal Executive Officer and Director)

        /s/ THOMAS R. PILHOLSKI                     Date: September 20, 2002
------------------------------------------
Thomas R. Pilholski, Senior Vice President
   (Principal Financial Officer and
     Principal Accounting Officer)


                                       88
<PAGE>
                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                                    EAGLE-PICHER FAR EAST, INC.


                                    By        /s/ JOHN H. WEBER
                                      ---------------------------------------
                                                  John H. Weber
                                                   President
                                    (Principal Executive Officer and Director)


Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EAGLE-PICHER FAR EAST, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.

             /s/ JOHN H. WEBER                  Date: September 20, 2002
------------------------------------------
         John H. Weber, President
(Principal Executive Officer and Director)

    /s/ THOMAS R. PILHOLSKI                     Date: September 20, 2002
------------------------------------------
Thomas R. Pilholski, Senior Vice President
    (Principal Financial Officer and
      Principal Accounting Officer)


                                       89
<PAGE>
                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                                           HILLSDALE TOOL & MANUFACTURING CO.


                                           By /s/ WILLIAM F. MACLEAN
                                             ----------------------------------
                                                William F. Maclean
                                                President
                                               (Principal Executive Officer)


Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, HILLSDALE TOOL & MANUFACTURING CO., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.

    /s/ WILLIAM F. MACLEAN                      Date: September 20, 2002
------------------------------------
 William F. Maclean, President
 (Principal Executive Officer)

    /s/ KEN HIGGINS                             Date: September 20, 2002
------------------------------------
Ken Higgins, Chief Financial Officer
 (Principal Financial Officer)

     /s/ DANIEL SKIENDZIEL                      Date: September 20, 2002
------------------------------------
 Daniel Skiendziel, Controller
(Principal Accounting Officer)

       /s/ JOHN H. WEBER                        Date: September 20, 2002
------------------------------------
 John H. Weber, Sole Director


                                       90
<PAGE>
                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                     EAGLE-PICHER MINERALS, INC.


                                     By       /s/ JAMES L. LAURIA
                                       ----------------------------------
                                                James L. Lauria
                                                   President
                                         (Principal Executive Officer)


Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EAGLE-PICHER MINERALS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.

      /s/ JAMES L. LAURIA                       Date: September 20, 2002
------------------------------
  James L. Lauria, President
 (Principal Executive Officer)

      /s/ PAUL R. WONDER                        Date: September 20, 2002
------------------------------
Paul R. Wonder, Vice President
(Principal Accounting Officer)

       /s/ JOHN H. WEBER                        Date: September 20, 2002
------------------------------
 John H. Weber, Sole Director


                                       91
<PAGE>
                                   SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                                       EAGLE-PICHER TECHNOLOGIES, LLC


                                       By      /s/ CRAIG N. KITCHEN
                                         --------------------------------------
                                              Craig N. Kitchen, President
                                             (Principal Executive Officer)


Dated: September 20, 2002

      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
ADDITIONAL REGISTRANT, EAGLE-PICHER TECHNOLOGIES, LLC, AND IN THE CAPACITIES AND
ON THE DATES INDICATED.

     /s/ GRANT T. HOLLETT                       Date: September 20, 2002
----------------------------------------
Grant T. Hollett, Chairman and Director

     /s/ CRAIG N. KITCHEN                       Date: September 20, 2002
----------------------------------------
Craig N. Kitchen, President and Director
     (Principal Financial Officer)

     /s/ BRADLEY J. WATERS                      Date: September 20, 2002
----------------------------------------
Bradley J. Waters, Vice President, and
       Chief Financial Officer
   (Principal Financial Officer and
     Principal Accounting Officer)

      /s/ JOEL P. WYLER*                        Date: September 20, 2002
----------------------------------------
        Joel P. Wyler, Director

       /s/ JOHN H. WEBER                        Date: September 20, 2002
----------------------------------------
        John H. Weber, Director

*By   /s/ DAVID G. KRALL
----------------------------------------
           David G. Krall
          Attorney-in-Fact


                                       92
<PAGE>
                                 CERTIFICATIONS

I, John H. Weber, Director, certify that:

1. I have reviewed this annual report on Form 10-K of Eagle-Picher Holdings,
Inc., Eagle-Picher Industries, Inc., Daisy Parts, Inc., Eagle-Picher
Development Co., Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals, Inc.,
Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co. and EPMR
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


       /s/ JOHN H. WEBER                        Date: September 20, 2002
------------------------------------
    John H. Weber, Director

I, Thomas R. Pilholski, Senior Vice President and Chief Financial Officer,
certify that:

1. I have reviewed this annual report on Form 10-K of Eagle-Picher Holdings,
Inc., Eagle-Picher Industries, Inc., Daisy Parts, Inc., Eagle-Picher
Development Co., Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals, Inc.,
Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co. and EPMR
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


    /s/ THOMAS R. PILHOLSKI                        Date: September 20, 2002
--------------------------------------------
Thomas R. Pilholski, Senior Vice President
  and Chief Financial Officer


                                       93
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>         <C>
2.1    --   Third Amended Plan of Reorganization of Eagle-Picher Industries,
            Inc. ("EPI")*
2.2    --   Exhibits to Third Amended Plan of Reorganization of EPI*
3.1    --   Articles of Incorporation of EPI, as amended*
3.2    --   Regulations of EPI*
3.3    --   Amended and Restated Certificate of Incorporation of Eagle-Picher
            Holdings, Inc. (the "Company")*
3.4    --   Bylaws of the Company*
3.5    --   Articles of Incorporation of Daisy Parts, Inc.*
3.6    --   Bylaws of Daisy Parts, Inc.*
3.7    --   Certificate of Incorporation of Eagle-Picher Development Company,
            Inc.*
3.8    --   Bylaws of Eagle-Picher Development Company, Inc.*
3.9    --   Certificate of Incorporation of Eagle-Picher Far East, Inc.*
3.10   --   Bylaws of Eagle-Picher Far East, Inc.*
3.11   --   Articles of Incorporation of Eagle-Picher Fluid Systems, Inc.*
3.12   --   Bylaws of Eagle-Picher Fluid Systems, Inc.*
3.13   --   Articles of Incorporation of Eagle-Picher Minerals, Inc.*
3.14   --   Bylaws of Eagle-Picher Minerals, Inc.*
3.15   --   Certificate of Formation of Eagle-Picher Technologies, LLC*
3.16   --   Operating Agreement of Eagle-Picher Technologies, LLC*
3.16a  --   Amended and Restated Limited Liability Company Agreement of
            Eagle-Picher Technologies, LLC*
3.17   --   Articles of Incorporation of Hillsdale Tool & Manufacturing Co.*
3.18   --   Bylaws of Hillsdale Tool & Manufacturing Co.*
3.19   --   Restated Articles of Incorporation of EPMR Corporation (f/k/a
            Michigan Automotive Research Corporation)*
3.20   --   Bylaws of EPMR Corporation (f/k/a Michigan Automotive Research
            Corporation)*
3.21   --   Certificate of Amendment of Amended and Restated Certificate of
            Incorporation of the Company filed with the Secretary of State of
            Delaware on August 31, 2001*
3.22   --   Amended and Restated Bylaws of Daisy Parts, Inc. as of November 16,
            2001**
3.23   --   Amended and Restated Bylaws of Hillsdale Tool & Manufacturing Co. as
            of November 16, 2001**
3.24   --   Amendment to the Bylaws of Eagle-Picher Minerals, Inc. as of
            November 16, 2001**
4.1    --   Indenture, dated as of February 24, 1998, between E-P Acquisition,
            Inc., the Company as a Guarantor, the subsidiary guarantors (Daisy
            Parts, Inc., Eagle-Picher Development Company, Inc., Eagle-Picher
            Far East, Inc., Eagle-Picher Fluid Systems, Inc., Eagle-Picher
            Minerals, Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool &
            Manufacturing Co., Michigan Automotive Research Corporation
            (together, the "Subsidiary Guarantors" or the "Domestic
            Subsidiaries"), and The Bank of New York as Trustee (the "Trustee")*
4.2    --   Cross Reference Table showing the location in the Indenture of the
            provisions of Sections 310 through 318(a), inclusive, of the Trust
            Indenture Act of 1939*
4.3    --   First Supplemental Indenture dated as of February 24, 1998, between
            EPI and the Trustee*
4.4    --   Form of Global Note (attached as Exhibit A to the Indenture filed as
            Exhibit 4.1)*
4.5    --   Certified Copy of the certificate of Designations, Preferences and
            Rights of 11 3/4% Series A Cumulative Redeemable Exchangeable
            Preferred Stock and 11 3/4% Series B Cumulative Redeemable
            Exchangeable Preferred Stock of the Company*
4.6    --   Form of Certificate and Global Share of 11 3/4% Series A Cumulative
            Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
            Cumulative Redeemable Exchangeable Preferred Stock (attached as
            Exhibit A to the Certificate of Designations filed as Exhibit 4.5)*
4.7    --   Form of Exchange Debentures Indenture relating to 11 3/4% Exchange
            Debentures due 2008 of Registrant*
4.8    --   Cross Reference Table showing the location in the Exchange
            Debentures Indenture of the provisions of Sections 310 through
            318(a), inclusive, of the Trust Indenture Act of 1939*
</TABLE>


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<S>         <C>
4.9    --   Form of 11 3/4% Exchange Debenture due 2008 (attached as Exhibit A
            to the Exchange Debentures Indenture filed as Exhibit 4.7)*
9.1    --   Voting Trust Agreement dated November 16, 1998, with owners of Class
            A (Voting) Common Stock of the Company*
10.1   --   Merger Agreement, dated as of December 23, 1997, among EPI, the
            Eagle-Picher Industries, Inc. Personal Injury Settlement Trust, the
            Company and E-P Acquisition, Inc.*
10.2   --   Amendment No. 1 to the Merger Agreement, dated as of February 23,
            1998, among EPI, the Eagle-Picher Industries, Inc. Personal Injury
            Settlement Trust, the Company and E-P Acquisition, Inc.*
10.3   --   Supplemental Executive Retirement Plan of EPI*
10.4   --   Notes Purchase Agreement, dated February 19, 1998, among E-P
            Acquisition, Inc., EPI, the Company, SBC Warburg Dillon Read and ABN
            AMRO Incorporated*
10.5   --   Assumption Agreement for the Notes Purchase Agreement, dated as of
            February 24, 1998, between EPI and the Subsidiary Guarantors*
10.6   --   Registration Rights Agreement, dated as of February 24, 1998,
            between E-P Acquisition, Inc., SBC Warburg Dillon Read and ABN AMRO
            Incorporated*
10.7   --   Assumption Agreement for the Registration Rights Agreement, dated as
            of February 24, 1998, of EPI*
10.8   --   Credit Agreement, dated as of February 19, 1998, among E-P
            Acquisition, Inc. (merged with and into EPI), Various Lenders from
            time to time party thereto, ABN AMRO Bank N.V., as Agent (the
            "Agent"), PNC Bank, National Association, as Documentation Agent and
            DLJ Capital Funding, Inc., as Syndication Agent*
10.9   --   Assumption Agreement dated as of February 24, 1998, between EPI and
            the Agent*
10.10  --   Security Agreement, dated as of February 24, 1998, among EPI, the
            Agent and the Domestic Subsidiaries*
10.11  --   Holdings Pledge Agreement, dated as of February 24, 1998, between
            the Company and the Agent*
10.12  --   Borrower and Subsidiary Pledge Agreement, dated as of February 24,
            1998, among EPI, Eagle-Picher Development Company, Eagle-Picher
            Minerals, Inc. and the Agent*
10.13  --   Holdings Guaranty Agreement, dated as of February 24, 1998, by the
            Company, accepted and agreed by the Agent*
10.14  --   Subsidiary Guaranty Agreement, dated as of February 24, 1998, by the
            Domestic Subsidiaries, accepted and agreed by the Agent*
10.15  --   Trademark Collateral Agreement, dated February 24, 1998, between EPI
            and the Agent*
10.16  --   Patent Collateral Agreement, dated February 24, 1998, between EPI
            and the Agent*
10.17  --   Copyright Collateral Agreement, dated February 24, 1998, between EPI
            and the Agent*
10.18  --   Subordination Agreement, dated as of February 24, 1998, among E-P
            Acquisition, Inc., EPI and the Domestic Subsidiaries*
10.19  --   Management Agreement dated as of February 24, 1998, between EPI and
            Granaria Holdings B.V.*
10.20  --   Eagle-Picher Management Trust made February 17, 1998, among Granaria
            Industries B.V. and Thomas E. Petry, Andries Ruijssenaars and Joel
            Wyler as trustees (the "E-P Management Trust")*
10.21  --   Incentive Stock Plan of EPI, effective as of February 25, 1998*
10.22  --   Employment Agreements dated November 29, 1996, between EPI and each
            Named Executive Officer as defined in EPI's Form S-4 filed in 1998,
            as amended (Messrs. Petry, Ruijssenaars, Hall, Wickens, Curless and
            Ralston)*
10.23  --   Amendments dated August 5, 1997 to Employment Agreements between EPI
            and each Named Executive Officer as defined in EPI's Form S-4*
10.24  --   Sales Incentive Program of EPI*
10.25  --   Letter Agreements dated August 5, 1997, between EPI and each Named
            Executive Officer as defined in EPI's Form S-4 regarding Short Term
            Sale Program*
10.26  --   Letter Agreement dated September 12, 1997, between EPI and Carroll
            D. Curless regarding Sale Incentive Bonus*
10.27  --   Letter Agreements dated February 18, 1998, between EPI and each
            Named Executive Officer as defined in EPI's Form S-4 regarding Short
            Term Sale Program*
</TABLE>


                                       95
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<CAPTION>
EXHIBIT
NUMBER
<S>         <C>
10.28  --   Side Letter, dated February 23, 1998, regarding Amendments to the
            Short Term Sale Program*
10.29  --   Preferred Stock Purchase Agreement, dated February 19, 1998, between
            the Company and the initial purchasers*
10.30  --   Preferred Stock Registration Rights Agreement, dated as of February
            24, 1998, between the Company and the initial purchasers*
10.31  --   Transfer Agency Agreement, dated as of February 24, 1998, between
            the Company and The Bank of New York, as Transfer Agent*
10.32  --   The Company Incentive Stock Plan for Outside Directors effective
            January 1, 1999*
10.33  --   Amended and Restated Incentive Stock Plan of EPI*
10.34  --   Second Amended and Restated Incentive Stock Plan of EPI*
10.35  --   Shareholders Agreement dated October 15, 1998, among Granaria
            Holdings B.V., Granaria Industries B.V., the Company, EPI*
10.36  --   Voting Trust Agreement dated as of November 16, 1998, by and among
            certain shareholders of the Company and Granaria Holdings B.V.*
10.37  --   Stock Purchase Agreement dated April 8, 1999, between Hillsdale Tool
            & Manufacturing Co., Charterhouse Automotive Group Inc. and the
            Shareholders of Charterhouse Automotive Group, Inc.*
10.38  --   Shareholders Agreement dated April 12, 1999, among Granaria Holdings
            B.V., the Company, EPI, and certain shareholders of the Company*
10.39  --   Voting Trust Agreement dated April 13, 1999, between certain
            shareholders of the Company and Granaria Holdings B.V. as voting
            trustee*
10.40  --   Amendment to Credit Agreement and Consent, dated as of May 18, 1999,
            among EPI, the lenders party thereto, ABN AMRO Bank N.V., as Agent,
            PNC Bank, National Association, as Documentation Agent, and NBD
            Bank, N.A., as Syndication Agent*
10.41  --   Receivables Loan Agreement dated as of May 18, 1999, among
            Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank N.V., the
            Lender Agents, the Related Bank Lenders, Amsterdam Funding
            Corporation and the Other Conduit Lenders*
10.42  --   Receivables Purchase Agreement dated as of May 18, 1999, between EPI
            and Eagle-Picher Acceptance Corporation*
10.43  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Carpenter Enterprises Limited and Eagle-Picher Acceptance
            Corporation*
10.44  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Daisy Parts, Inc. and Eagle-Picher Acceptance Corporation*
10.45  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Eagle-Picher Development Company and Eagle-Picher Acceptance
            Corporation*
10.46  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Eagle-Picher Fluid Systems, Inc. and Eagle-Picher Acceptance
            Corporation*
10.47  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Eagle-Picher Minerals, Inc. and Eagle-Picher Acceptance Corporation*
10.48  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Eagle-Picher Technologies, LLC and Eagle-Picher Acceptance
            Corporation*
10.49  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Hillsdale Tool & Manufacturing Co. and Eagle-Picher Acceptance
            Corporation*
10.50  --   Receivables Purchase Agreement dated as of May 18, 1999, between
            Michigan Automotive Research Corporation and Eagle-Picher Acceptance
            Corporation*
10.51  --   Share Appreciation Plan of EPI*
10.52  --   Amendment to Credit Agreement and Consent dated as of August 1,
            2000, among EPI, the lenders party thereto, ABN AMRO Bank N.V. as
            Agent, PNC Bank, National Association as Documentation Agent, and
            Bank One, Indiana, N.A. as Syndication Agent.*
</TABLE>


                                       96
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<CAPTION>
EXHIBIT NUMBER
<S>         <C>

10.53     -- Resignation, Release and Severance Pay Agreement dated May 31, 2000
             between EPI and Wayne R. Wickens*
10.54     -- Executive Employment Agreement dated November 7, 2000 between EPI
             and Andries Ruijssenaars*
10.55     -- Supplemental Executive Retirement Plan (as amended and restated
             effective March 27, 2001).*
10.56     -- Fourth Amendment to Credit Agreement and Consent dated as of May
             31, 2001, among the Company, the lenders party hereto, ABN AMRO
             Bank N.V., as Agent, PNC Bank, National Association, as
             Documentation Agent and NBD Bank, N.A., as Syndication Agent.*
10.57     -- Fifth Amendment to Receivables Loan Agreement dated as of June 29,
             2001 among the Company, EPAC, Amsterdam Funding Corporation, as a
             Conduit Lender and as the administrative agent for the Lenders, ABN
             AMRO Bank N.V., as the Amsterdam Lender Agent, Market Street
             Funding Corporation, as a Conduit Lender, PNC Bank, National
             Association, as the Market Lender Agent and the Related Bank
             Lenders party hereto.*
10.58     -- Resignation Agreement effective July 6, 2001 between EPI and
             Michael E. Aslanian.*
10.59     -- Executive Employment Agreement effective July 15, 2001 between EPI
             and John H. Weber.*
10.60     -- Separation Agreement effective November 1, 2001 between EPI and
             Philip F. Schultz**
10.61     -- Supplemental Indenture among EPI, the Guarantors (Daisy Parts,
             Inc., Eagle-Picher Development Company, Inc., Eagle-Picher
             Holdings, Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals,
             Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool &
             Manufacturing Co., EPMR Corporation and Carpenter Enterprises
             Limited) and The Bank of New York, as Trustee, dated December 14,
             2001**
10.62     -- Receivables Sales Agreement dated January 8, 2002 by and among
             Eagle-Picher Funding Corporation and each of the "Originators"
             defined therein which include EPI, Carpenter Enterprises Limited,
             Daisy Parts, Inc., Eagle-Picher Minerals, Inc., Eagle-Picher
             Technologies, LLC, and Hillsdale Tool & Manufacturing Co.**
10.63     -- Receivables Sales and Servicing Agreement dated January 8, 2002 by
             and among Eagle-Picher Funding Corporation, Redwood Receivables
             Corporation, Eagle-Picher Industries, Inc. and General Electric
             Capital Corporation**
10.64     -- Annex X to Receivables Sales Agreement at Exhibit 10.62 and to
             Receivables Purchase and Servicing Agreement at Exhibit 10.63--
             "Definitions and Interpretations"**
12.1      -- Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
21.1      -- Subsidiaries of EPI**
24(a),(b) -- Powers of Attorney**
</TABLE>

------------------
*     Incorporated by reference. See Item 14 above.

**    Previously filed.


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