<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             -----------------------

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999
                          Commission file number 1-6450

                        GREAT LAKES CHEMICAL CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                       95-1765035
    (State or other jurisdiction of                      (IRS Employer
    incorporation or organization)                     Identification No.)

     500 East 96th Street,
     Suite 500
     Indianapolis, IN                                         46240
     (Address of principal executive offices)               (Zip Code)

         Registrant's telephone number, including area code 317-715-3000

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

                                             Name of each exchange on
     Title of each class                        which registered
     -------------------                         ----------------
 Common stock, $1.00 par value               New York Stock Exchange
                                             Pacific Stock Exchange

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the filing requirements for
the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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. [   ]

As of March 20, 2000, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $1,745,483,815.

As of March 20, 2000, 54,440,041 shares of the registrant's stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1999 Annual Report to Stockholders are incorporated by reference
into Parts I, II and IV. Portions of the annual proxy statement expected to be
filed on March 27, 2000 are incorporated by reference into Part III.


<PAGE>   2


                                     PART I

Item 1.    BUSINESS

GENERAL

Great Lakes Chemical Corporation is a Delaware corporation incorporated in 1933,
having its principal executive offices in Indianapolis, Indiana. The Company is
organized into four global business units: Polymer Additives, Performance
Chemicals, Water Treatment and Energy Services and Products. In 1999, the
Company took several steps towards achieving higher growth and productivity
including:

-    expanding its growth platforms by acquiring NSC Technologies and FMC's
     Process Additives Division which strengthen product offerings in Polymer
     Additives, Performance Chemicals and Water Treatment;

-    completing, in July 1999, the sale of $400 million of 7% notes, due 2009,
     which were used to fund the acquisitions and repay a portion of the
     commercial paper outstanding;

-    recognizing certain asset impairments in Polymer Additives, Energy Services
     and Products' and Corporate that will increase the Company's focus on its
     core specialty chemicals businesses and position these operations to
     achieve higher growth and profitability;

-    announcing its plan to sell up to 50% of OSCA, Inc. an oil field services
     subsidiary in an initial public offering scheduled for the first half of
     2000.

Unless otherwise indicated, the information herein refers to the continuing
business of the Company. The Review of Operations on pages 14 through 17 of the
1999 Annual Report to Stockholders is incorporated herein by reference.

The term "Great Lakes" as used herein means Great Lakes Chemical Corporation and
its Subsidiaries unless the context indicates otherwise.

PRODUCTS AND SERVICES

The following is a list of the principal products and services provided by Great
Lakes:

                                POLYMER ADDITIVES

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS               FACILITIES                    MAJOR RAW MATERIALS
-------------------                 -----------------               ----------                    -------------------

<S>                                 <C>                             <C>                           <C>
FLAME RETARDANTS
Brominated,  intumescent,           Computer and Business           ElDorado, AR                  Bromine
phosphate ester and antimony        Equipment, Consumer             Newport, TN                   Bisphenol A
based flame retardants              Electronics, Textiles,          Laredo, TX                    Diphenyl Oxide
                                    Urethanes and Construction      Nitro, WV                     Antimony
                                    Materials                       Reynosa, Mexico
                                                                    Aycliffe, U.K.
                                                                    Trafford Park, U.K.
POLYMER STABILIZERS
Antioxidants, UV absorbers and      Computer and Business           Newport, TN                   Alkylated Phenols
Light Stabilizers                   Equipment, Consumer             Catenoy, France               Methyl Acrylate
                                    Appliances, Packaging,          Persan, France                Phosphorus
                                    Textiles, Building and          Waldkraiburg, Germany         Trichloride
                                    Construction,                   Pedrengo, Italy
                                    Transportation                  Ravenna, Italy
                                                                    Pyongtaek, Korea
</TABLE>


<PAGE>   3

                              PERFORMANCE CHEMICALS

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES                  MAJOR RAW MATERIALS
-------------------                 -----------------                      ----------                  -------------------

<S>                                 <C>                                    <C>                         <C>
AG PRODUCTS
Methyl Bromide                      Soil Crop and Structural Pest Control  ElDorado, AR                Bromine


BROMINE INTERMEDIATES
Bromine, Bromine derivatives        Electronics, Photographic Papers and   ElDorado, AR                Bromine
and Bromine-based specialty         Films and Rubber Compounds             Marysville, AR              Chlorine
chemicals                                                                  Amlwch, U.K.


FLUORINE CHEMISTRY
Fire extinguishing agent            Data Processing                        ElDorado, AR                Fluorine
FM-200(R), Organo-fluorine          Telecommunications
compounds, Fluorinated              Military
intermediates

FINE CHEMICALS
Specialty and Fine Chemical         Pharmaceutical and                     Mount Prospect, IL
Intermediates                       Agrochemical Industry                  Newport, TN
                                                                           Konstanz, Germany
                                                                           Halebank, U.K.
                                                                           Holywell, U.K.

TOXICOLOGICAL SERVICES
All phases of nonclinical           Pharmaceutical, Chemical,              Ashland, OH
toxicological testing and           Veterinary, Medical, Agri-
bioanalytical services,             cultural, Food and Consumer
Design of specialized               Products Industries
toxicological, metabolic and
analytical chemistry programs
</TABLE>

                                 WATER TREATMENT

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES                  MAJOR RAW MATERIALS
-------------------                 -----------------                      ----------                  -------------------

<S>                                 <C>                                    <C>                         <C>
RECREATIONAL
Water sanitizers -                  Pool and Spa Dealers and               Conyers, GA                 BCDMH,
BioGuard(R),OMNI(R),                Distributors, Mass Market              Decatur, GA                 Chlorinated
Guardex(R)Pool Time(R),             Retailers, Builders                    Lake Charles, LA            Isocyanurates,
AquaChem(R), Vantage(R),                                                   Adrian, MI                  Calcium Hypochlorite,
AquaBrom(R), Bayrol(R),                                                    Melbourne, Australia        Cyanuric Acid
Hydrotech(R), Algicides,                                                   Toronto, Canada
oxidizers, pH balancers,                                                   Mundolsheim, France
mineral balancers and                                                      Planegg, Germany
specialty chemicals                                                        Barbera Del Valles, Spain
                                                                           Kyalami, South Africa
                                                                           Andoversford, U.K.
</TABLE>



<PAGE>   4


                           WATER TREATMENT (CONTINUED)

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES                  MAJOR RAW MATERIALS
-------------------                 -----------------                      ----------                  -------------------

<S>                                 <C>                                    <C>                         <C>
COMMERCIAL & SPECIALTIES
Antiscalants, biocides,             Industrial Cooling Water               Adrian, MI                  BCDMH, Sodium Bromide,
corrosion  inhibitors,              Treatment, Industrial and              Decatur, GA                 Formulated Isocyanurates,
dispersants, antifoams,             Municipal Wastewater Treatment,        ElDorado, AR                DMH
hydantoin derivatives,              Municipal Desalination, Pulp           Conyers, GA
formulated oxidizers and            and Paper Manufacturing,               Trafford Park, U.K.
biocide dispensing equipment        Food Processing, Preservative
                                    Intermediates and Home Care
</TABLE>


                          ENERGY SERVICES AND PRODUCTS

<TABLE>
<CAPTION>
PRODUCTS & SERVICES                 PRINCIPAL MARKETS                      FACILITIES                  MAJOR RAW MATERIALS
-------------------                 -----------------                      ----------                  -------------------

<S>                                 <C>                                    <C>                         <C>
Completion products and services,   Worldwide Oil and Gas                  Lafayette, LA               Calcium Bromide
including reservoir analysis,       Industry                               New Orleans, LA             Sodium Bromide
solids-free fluids, sand control,                                          Houston, TX                 Zinc Bromide
filtration, downhole tools,                                                Milan, Italy
stimulation and marine well                                                Villahermosa, Mexico
services                                                                   Stravanger, Norway
                                                                           Aberdeen, U.K.
                                                                           Caracas, Venezuela
</TABLE>

BUSINESS RISKS

Great Lakes Chemical Corporation is including the following cautionary statement
in this Annual Report of Form 10-K to make applicable and take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
with respect to any forward-looking statement made by, or on behalf of, the
Company. The factors identified in this cautionary statement are important
factors (but do not necessarily constitute all important factors) that could
cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company.

Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such forward-looking statement, the Company cautions that,
while it believes such assumptions or bases to be reasonable and makes them in
good faith, assumed facts or bases almost always vary from actual results, and
the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company, or its management, expresses an expectation or belief as
to future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.

Taking into account the foregoing, certain factors, including but not limited
to, those listed below may cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the
Company.

       Economic factors over which the Company has no control, including changes
       in inflation, tax rates, interest rates and foreign currency exchange
       rates.

       Competitive factors such as pricing pressures on key products and the
       cost and availability of key raw materials.


<PAGE>   5

       Governmental factors including laws and regulations and judicial
       decisions related to the production or use of key products such as
       bromine and bromine derivatives.

       The difficulties and uncertainties inherent in new product development.
       New product candidates that appear promising in development may fail to
       reach the market because of safety concerns, inability to obtain
       necessary regulatory approvals, difficulty or excessive costs to
       manufacture, or infringements of the patents or intellectual property
       rights of others.

       Legal factors, including unanticipated litigation of product liability
       claims, antitrust litigation; environmental matters, and patent disputes
       with competitors which could preclude commercialization of products or
       negatively affect the profitability of existing products.

       Inability to obtain existing levels of product liability insurance or
       denial of insurance coverage following a major product liability claim.

       Changes in tax laws, including future changes in tax laws related to the
       remittance of foreign earnings or investments in foreign countries with
       favorable tax rates.

       Changes in accounting standards promulgated by the Financial Accounting
       Standards Board, the Securities and Exchange Commission, and the American
       Institute of Certified Public Accountants which are adverse to the
       Company.

       Internal factors such as changes in business strategies and the impact of
       cost control efforts and business combinations.

       Loss of brine leases or inability to produce the bromide ion in required
       quantities due to depletion of resources or other causes beyond the
       Company's control.

1999 DEVELOPMENTS

The Review of Operations on pages 14 through 17 of the 1999 Annual Report to
Stockholders is incorporated herein by reference.

Raw Materials

The sources of essential raw materials for bromine are the brine from
company-owned wells in Arkansas and a sea water extraction plant in Europe. The
Arkansas properties are located atop the Smackover lime deposits, which
constitute a vast underground sea of bromine-rich brine. The area between
ElDorado and Magnolia, Arkansas, (located about 35 miles west of ElDorado)
provides the best known geological location for bromine production and both
major domestic bromine manufacturers are located there. Based on projected
production rates, the Company's brine reserves are estimated to be adequate for
the foreseeable future.

Other materials used in the chemical processes are obtained from outside
suppliers through purchase contracts. Supplies of these materials are believed
to be adequate for the Company's future operations

International Operations

Great Lakes has significant presence in foreign markets, principally Western
Europe and Asia. Approximately one third of the Company's assets and sales are
outside the United States. The geographic segment data contained in Note 15:
"Segment Information" of the Notes to Consolidated Financial Statements on page
38 and 39 of the 1999 Annual Report to Stockholders is incorporated herein by
reference.

<PAGE>   6

Customers and Distribution

During the last three years, no single customer accounted for more than 10% of
Great Lakes' total consolidated sales. The Company has no material contracts or
subcontracts with government agencies. A major portion of the Company's sales
are sold to industrial or commercial users for use in the production of other
products. Some products, such as recreational water treatment chemicals and
supplies, are sold to a large number of retail pool stores, mass merchandisers
and distributors. Some export sales are marketed through distributors and
brokers.

The Company's business does not normally reflect any material backlog of orders
at year-end.

Competition

Great Lakes is in competition with businesses producing the same or similar
products as well as businesses producing products intended for similar use.
There is one other major bromine producer in the United States which competes
with the Company in varying degrees, depending on the product involved, with
respect to the sale of bromine and bromine derivatives. There is also one major
overseas manufacturer of bromine and brominated products which competes with the
Company in the United States and elsewhere. There are several small producers in
the U.S. and overseas which are competitors in several individual products. In
addition, there are numerous manufacturers of alternatives that compete with the
Company. In polymer stabilizers, the Company competes with a significantly
larger supplier across this entire product line and with a number of smaller
companies in individual product areas. The Company competes with several
manufacturers and distributors of swimming pool and spa chemicals.

Principal methods of competition are price, product quality and purity,
technical services and ability to deliver promptly. The Company is able to move
quickly in providing new products to meet identified market demands, and
believes its production costs are among the lowest in the world. These factors,
combined with high technical skills, allow the Company to compete effectively.

Seasonality and Working Capital

The products which the Company sells to the agricultural and swimming pool
markets exhibit some seasonality which is reflected in relatively higher sales
and profits in the first half of each year. Seasonality results in the need to
build inventories for rapid delivery at certain times of the year. The pool
product season is strongest during the first six months, requiring a build-up of
inventory at the beginning of the year. Except for certain arrangements with
distributors and dealers of swimming pool and spa products, customers are not
permitted to return unsold material at the end of a season. Extended credit
terms are granted only in cases where the Company chooses to do so to meet
competition.

The effect of the above items on working capital requirements is not material.

Research and Development and Patents

Research and development expenditures are included in Note 14: "Research and
Development Expenses" of the Notes to Consolidated Financial Statements on page
38 of the 1999 Annual Report to Stockholders and is incorporated herein by
reference. The Company holds no patents, licenses, franchises or concessions
which are essential to its operations.

Environmental and Toxic Substances Control

The Company recognizes its responsibility for the sound environmental management
of its businesses and operations. In addressing this responsibility, the
Company's domestic chemical manufacturing operations subscribe to the
comprehensive environmental stewardship program developed by the Chemical
Manufacturers Association known as Responsible Care.

The Company is in material compliance with all environmental laws and
regulations to which it is subject.


<PAGE>   7



Employees

The Company has approximately 5,800 employees.

Item 2.    PROPERTIES

Great Lakes has plants at 14 locations in 9 states and 20 plants in 10 foreign
countries. Most principal plants are owned. Listed under Item 1 above in a table
captioned Products and Services are the principal locations at which products
are manufactured, distributed or marketed.

The Company leases warehouses, distribution centers and space for offices
throughout the world. All of the Company's facilities are in good repair,
suitable for the Company's businesses, and have sufficient space to meet present
marketing demands at an efficient operating level.

Item 3.    LEGAL PROCEEDINGS

There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties. Furthermore, no director, officer or
affiliate of the Company, or any associate of any director or officer is
involved, or has a material interest in, any proceeding which would have a
material adverse effect on the Company.

Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
There are currently no such proceedings.

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

No matter was submitted to a vote of security holders during the quarter ended
December 31, 1999.

                                     PART II

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

As of March 20, 2000, there were approximately 2,700 registered holders of Great
Lakes Common Stock. Additional information is contained in the 1999 Annual
Report to Stockholders under the captions "Stock Price Data" and "Cash Dividends
Paid" on page 41, all of which are incorporated herein by reference.

Item 6.    SELECTED FINANCIAL DATA

This information is contained in the 1999 Annual Report to Stockholders under
the caption "Financial Review" on page 18, and is incorporated herein by
reference.

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

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 19 through 25 of the 1999 Annual Report to Stockholders is
incorporated herein by reference.

Item 7a.    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

This information is included in the "Market Risks" section of "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 24 of the 1999 Annual Report to Stockholders, and is incorporated herein by
reference.


<PAGE>   8



Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, together with the report thereon of Ernst
& Young LLP dated February 18, 2000, appearing on pages 26 through 40 and the
"Quarterly Results of Operations" on page 41 of the 1999 Annual Report to
Stockholders, are incorporated herein by reference.

Item 9.    DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE

No change of auditors or disagreements on accounting methods have occurred which
would require disclosure hereunder.

                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers

<TABLE>
<CAPTION>
                                                                                                          Officer
Name and Age                          Office                                                                Since
------------                          ------                                                                -----

<S>                                   <C>                                                                 <C>
Mark P. Bulriss, 48                   Chief Executive Officer and President. Mr. Bulriss joined Great       1998
                                      Lakes in April 1998 from AlliedSignal, Inc. where he was president
                                      of the Polymers Division since 1996. He joined AlliedSignal in
                                      1993 as president of the Laminates business unit, moving to
                                      president of the Electronic Materials Division in 1995. Prior to
                                      AlliedSignal, Mr. Bulriss spent 16 years with GE Plastics. He
                                      holds a B.S. in chemical engineering from Clarkson University.

Larry J. Bloom, 51                    Executive Vice President and President of Water Treatment. He         2000
                                      joined Water Treatment via its BioLab subsidiary in 1970 and
                                      became President in 1987. Mr. Bloom is a graduate of Georgia
                                      Institute of Technology receiving his B.S. degree in Chemical
                                      Engineering.

Louis M. Maresca, 48                  Executive Vice President and President of Performance Chemicals.      1998
                                      Dr. Maresca joined the Company in August 1998. From 1991 to 1998
                                      he was with The Geon Company where he served most recently as vice
                                      president and general manager of the resins business. Prior to
                                      1991 he held technology and general management positions with
                                      Union Carbide Corporation and GE Plastics. Dr. Maresca holds a Ph.
                                      D. in organic chemistry from Columbia University and an M.B.A.
                                      from Case Western Reserve University.

C. Hugh Morton, 47                    Executive Vice President and President of Polymer Additives. Mr.      1998
                                      Morton joined the Company in July 1998 after a 13-year career with
                                      GE Plastics most recently as General Manager of Manufacturing and
                                      Engineering for GE Silicones. Mr. Morton holds a B.S. in
                                      mechanical engineering from the University of New Orleans.
</TABLE>



<PAGE>   9



<TABLE>
<S>                                   <C>                                                                   <C>
Richard L. Boehner, 52                Senior Vice President of Corporate Development and Strategic          1998
                                      Planning. Mr. Boehner rejoined the Company in April 1998. Prior to
                                      joining the Company Mr. Boehner was director of corporate
                                      development for AlliedSignal's specialty chemicals operations.
                                      Previously he held a similar position with Rhone-Poulenc. Mr.
                                      Boehner holds a B.S. in industrial engineering and an M.B.A. from
                                      Colorado State University.

Richard J. Kinsley, 42                Senior Vice President, Human Resources & Communications. Mr.          1999
                                      Kinsley joined the Company in April 1999 from AlliedSignal where
                                      he was vice president, human resources for the Electronic
                                      Materials Division. Prior to his four years with AlliedSignal, Mr.
                                      Kinsley spent ten years with The Pfaudler Companies where he held
                                      senior management positions in sales and marketing, business
                                      development and human resources. Mr. Kinsley holds dual BS degrees
                                      in Economics and Business Administration from LeMoyne College and
                                      an MBA from the University of Rochester.

Jeffrey M. Lipshaw, 45                Senior Vice President, General Counsel & Secretary. Mr. Lipshaw       1999
                                      joined the Company in October 1999 from Dykema Gossett PLLC, a
                                      Detroit-based law firm, where he was Of Counsel from February
                                      1998, and previously an associate and partner in the firm from
                                      1979 until 1992. From 1993 through 1997, Mr. Lipshaw was Vice
                                      President & General Counsel of AlliedSignal Automotive in
                                      Southfield, Michigan. Mr. Lipshaw holds an A.B. from the
                                      University of Michigan and a J.D. from Stanford University.

Mark E. Tomkins, 44                   Senior Vice President and Chief Financial Officer. Mr. Tomkins        1998
                                      joined the Company in August 1998 from AlliedSignal, Inc. where he
                                      was vice president of finance and business development of the
                                      Polymers Division since 1996 and held the same position with their
                                      Electronic Materials Division in 1996. Prior to joining Allied
                                      Signal, Mr. Tomkins held various corporate and operating finance
                                      positions with Monsanto. He holds an M.B.A. and B.S. in business
                                      from Eastern Illinois University.

Angelo Brisimitzakis, 41              Vice President of Global Supply Chain Management. He joined the       2000
                                      Company in 1998 after 14 years at GE, where he held leadership
                                      positions in Sales, Technology, Business Development, Supply
                                      Chain, and Business Management functions. He earned a Ph.D. in
                                      Chemistry from New York University and an MBA in Marketing from
                                      NYU/Pace University.
</TABLE>




<PAGE>   10




<TABLE>
<S>                                   <C>                                                                   <C>
Robert L. Hollier, 57                 Vice President and President of OSCA, Inc. He joined the Company      1991
                                      in 1982. He graduated from the University of Southwestern
                                      Louisiana with a B.S. in Business Administration.

Kevin J. Mulcrone, 48                 Vice President, Controller. Mr. Mulcrone joined the Company in        1999
                                      1991 as Director of Audit. In 1993, he transferred to BioLab,
                                      Inc., a GLCC subsidiary, as Vice President, Finance. In September
                                      1999, Mr. Mulcrone assumed his present position. He holds a B.S.
                                      in Accountancy from the University of Illinois (Urbana) and an MBA
                                      from Emory University.
</TABLE>




Information with respect to directors of the Company is contained under the
heading "Proposal One: Election of Directors" in the Great Lakes' Proxy
Statement relating to the 2000 Annual Meeting of Stockholders expected to be
filed on March 27, 2000, which is incorporated herein by reference.

Item 11.   EXECUTIVE COMPENSATION

The information under the heading "Executive Compensation and Other Information"
in the 2000 Proxy Statement is incorporated by reference in this report.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the 2000 Proxy Statement is incorporated by reference
in this report.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Compensation Committee Interlocks and Insider
Participation" in the 2000 Proxy Statement is incorporated by reference in this
report.

                                     PART IV

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

(a)(1)        Financial Statements

The following Consolidated Financial Statements of Great Lakes Chemical
Corporation and Subsidiaries and related notes thereto, together with the report
thereon of Ernst & Young LLP dated, February 18, 2000 appearing on pages 26
through 40 of the 1999 Annual Report to Stockholders, are incorporated by
reference in Item 8:

     Consolidated Balance Sheets - December 31, 1999 and 1998
     Consolidated Statements of Income -
         Years ended December 31, 1999, 1998 and 1997
     Consolidated Statements of Cash Flows -
         Years ended December 31, 1999, 1998 and 1997
     Consolidated Statements of Stockholders' Equity -
         Years ended December 31, 1999, 1998 and 1997
     Notes to Consolidated Financial Statements


<PAGE>   11

(a)(2)        Financial Statement Schedules

The following additional information is filed as part of this report and should
be read in conjunction with the 1999 financial statements.

              Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore, have been omitted.


<PAGE>   12



(a)(3)        Exhibits:

<TABLE>
<CAPTION>
                 Exhibit No.       Description
                 -----------       -----------

<S>                                <C>
                  (3)(i)           Restated Certificate of Incorporation of the Company (incorporated by
                                   reference to Exhibit (3)(i) to the Company's Form 10-K for the year
                                   ended December 31, 1997)
                  (3)(ii)          By-Laws of the Company, as amended through January 21, 1999
                  (4)(i)           Shareholders Rights Plan dated as of February 15, 1999 (incorporated by
                                   Reference to Exhibit 4.1 to the Company's Form 8-K filed March 23,
                                   1999).
                  (4)(iv)          Indenture dated as of July 16, 1999 between the Registrant and The First
                                   National Bank of Chicago, as Trustee (incorporated by reference to the
                                   Registrant's Registration Statement on Form S-3 No. 33378515).
                  (10)(i)          Supplemental Retirement Plan, as amended (incorporated by reference to
                                   Exhibit (10)(i) to the Company's Form 10-K for the year ended December
                                   31, 1997)
                  (10)(ii)         Deferred Compensation Plan, as amended and restated effective January 1,
                                   1997 (incorporated by reference to Exhibit (10)(ii) to the Company's
                                   Form 10-K for the year ended December 31, 1997).
                                   Amendment to Deferred Compensation Plan, November 20, 1997
                  (10)(iii)        Supplemental Savings Plan effective January 1, 1995 (incorporated by
                                   reference to Exhibit (10)(iii) to the Company's Form 10-K for the year
                                   ended December 31, 1997).
                                   Amendment to Supplemental Savings Plan, January 1, 2000
                  (10)(iv)         Standard Form of Severance Agreements (incorporated by reference to
                                   Exhibit (10)(iv) to the Company's Form 10-K for the year ended December
                                   31, 1997)
                  (10)(v)          Non Employee Directors' Deferred and Long Term Compensation Plan
                                   (incorporated by reference to Exhibit (10)(vi) the Company's Form 10-K
                                   for the year ended December 31, 1997).
                                   Amendment No. 1 to Non Employee Directors' Deferred and Long Term
                                   Compensation Plan, May 6, 1998
                  (10)(vi)         Split-Dollar Life Insurance (incorporated by reference to Exhibit
                                   (10)(vii) to the Company's Form 10-K for the year ended December 31,
                                   1997)
                  (10)(vii)        Standard Form of Change in Control Agreement (incorporated by reference
                                   to Exhibit (10)(viii) to the Company's Form 10-K for the year ended
                                   December 31, 1997)
                  (10)(viii)       Directors Retirement Plan, effective January 1, 1993 (incorporated by
                                   reference to Exhibit (10)(ix) to the Company's Form 10-K for the year
                                   ended December 31, 1997)
                  (10)(ix)         1998 Employee Stock Compensation Plan (incorporated by reference to
                                   Exhibit 99.1 the Company's Form S-8 filed August 17, 1998).
                                   Amendment to 1998 Employee Stock Compensation Plan, February 15, 1999
                  (10)(x)          1993 Employee Stock Compensation Plan as amended on November 21, 1997
                                   (incorporated by reference to Exhibit (10)(x) to the Company's Form 10-K
                                   for December 31, 1997)
                  (10)(xi)         1984 Employee Stock Option Plan as amended February 10, 1997
                                   (incorporated by reference to Exhibit (10)(xi) to the Company's Form
                                   10-K for the period ended December 31, 1997)
                  (10)(xii)        Employment Agreement with Mark P. Bulriss effective April 1, 1998
                                   (incorporated by reference to Exhibit (10)(b) to the Company's Form 10-Q
                                   for the period ended March 31, 1998)
                  (10)(xiii)       Stock Option and Restricted Stock Agreements with Mark P. Bulriss
                                   effective April 1, 1998 (incorporated by reference Exhibit (10)(a) to
                                   the Company's Form 10-Q for the period ended June 30, 1998)
</TABLE>

<PAGE>   13

<TABLE>
<S>                                <C>
                  (10)(xiv)        Employment Agreements with various officers (incorporated by reference
                                   to Exhibit (10)(b) to the Company's Form 10-Q for the period ended June
                                   30, 1998)
                  (10)(xv)         Great Lakes Savings Plan (incorporated by reference to the Company's
                                   Form S-8 filed April 1, 1998).
                  (10)(xvi)        Employment agreement with Marshall Bloom dated September 14, 1999
                  (10)(xvii)       Employment agreement with L. Donald Simpson dated December 14, 1999
                  (13)             1999 Annual Report to Stockholders
                  (21)             Subsidiaries - Incorporated herein by reference is the list of subsidiaries
                                   appearing on the inside of the back cover of the 1999 Annual Report to
                                   Stockholders
                  (23)             Consent of Independent Auditors
                  (27)             Financial Data Schedules December 31, 1999
</TABLE>

Exhibit No. 23 is included herewith. Exhibits No. 3ii, 10ii, 10iii, 10v, 10ix,
10xvi, 10xvii, 13 and 27 are included herewith as part of the electronic filing.

(b)           Reports on Form 8-K

(c)           Exhibits

The response to this section of Item 14 is submitted as a separate section of
this report.

(d)           Financial Statement Schedules

The response to this section of Item 14 is submitted as a separate section of
this report.


<PAGE>   14




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.

<TABLE>
<S><C>
GREAT LAKES CHEMICAL CORPORATION
--------------------------------
(Registrant)

Date     March  19, 2000                     /s/ Mark P. Bulriss
     --------------------------------        ------------------------------------------------------------------------
                                             Mark P. Bulriss, President and Chief Executive Officer

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:

Date     March 19, 2000                      /s/ Mark E. Tomkins
     -----------------------------------     ------------------------------------------------------------------------
                                             Mark E. Tomkins, Senior Vice President and Chief Financial Officer

Date     March 19, 2000                      /s/ Kevin J. Mulcrone
     -------------------------------         ------------------------------------------------------------------------
                                             Kevin J. Mulcrone, Vice President and Controller
                                             (Principal Accounting Officer)

Date     March 19, 2000                      /s/ James W. Crownover
     -------------------------------         ------------------------------------------------------------------------
                                             James W. Crownover, Director

Date     March 19, 2000                      /s/ Thomas M. Fulton
     -------------------------------         ------------------------------------------------------------------------
                                             Thomas M. Fulton, Director

Date     March 19, 2000                      /s/ Martin M. Hale
     -------------------------------         ------------------------------------------------------------------------
                                             Martin M. Hale, Director

Date     March 19, 2000                      /s/ Louis E. Lataif
     -------------------------------         ------------------------------------------------------------------------
                                             Louis E. Lataif, Director

Date     March 19, 2000                      /s/ John C. Lechleiter
     -------------------------------         ------------------------------------------------------------------------
                                             John C. Lechleiter, Director

Date     March 19, 2000                      /s/ Richard H. Leet
     -------------------------------         ------------------------------------------------------------------------
                                             Richard H. Leet, Director

Date     March 19, 2000                      /s/ Mack G. Nichols
     -------------------------------         ------------------------------------------------------------------------
                                             Mack G. Nichols, Director

Date     March 19, 2000                      /s/ Jay D. Proops
     -------------------------------         ------------------------------------------------------------------------
                                             Jay D. Proops, Director
</TABLE>




<PAGE>   15
                                                                     SCHEDULE II


                GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
                       THREE YEARS ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                    Additions
                                     Balance at         -----------------------------------                       Balance
                                     Beginning          Charges to Costs       Charged to                          at End
Description                          of Period          and Expenses         Other Accounts       Deductions      of Period
-----------                          ---------          -----------------------------------       ----------      ---------


<S>                                 <C>                 <C>                  <C>                  <C>             <C>
1999:
Reserve deducted from asset:
  Allowance for doubtful accounts
  receivable
                                    $ 4,134,000        $     744,000           $1,243,000        $1,391,000 (A)  $ 4,730,000
                                    -----------          -----------           ----------        ----------      -----------


Accumulated amortization of
  goodwill                          $16,804,000          $ 6,845,000           $    -0-          $1,181,000 (B)  $22,468,000
                                    -----------          -----------           ----------        ----------      -----------


1998:
Reserve deducted from asset:
  Allowance for doubtful accounts
  receivable                        $ 5,803,000          $    94,000           $    -0-          $1,763,000 (A)  $ 4,134,000
                                    -----------          -----------           ----------        ----------      -----------


Accumulated amortization of
 goodwill                           $12,645,000          $ 4,288,000           $    -0-          $  129,000 (B)  $16,804,000
                                    -----------          -----------           ----------        ----------      -----------



1997:
Reserve deducted from asset:
  Allowance for doubtful accounts
  receivable                        $ 7,321,000          $  (352,000)          $    -0-          $1,166,000 (A)  $ 5,803,000
                                    -----------          -----------           ----------        ----------      -----------


Accumulated amortization of
 goodwill                           $10,712,000          $ 2,645,000           $    -0-          $  712,000 (B)  $12,645,000
                                    -----------          -----------           ----------        ----------      -----------
</TABLE>




(A) Uncollectible accounts receivable written off, net of recoveries and foreign
    currency translation.

(B) Foreign currency translation.