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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

|(Mark One) |                                                                                                                                      | 
|---------- | ------------------------------------------------------------------------------------------------------------------------------------ | 
|S          | QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005OR | 
|£          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934                                         | 
|           |                                                                                                                                      | 
|           | For the transition period from ________ to ________                                                                                  | 
|           |                                                                                                                                      | 
|           | Commission File Number 001-14789                                                                                                     | 
|           |                                                                                                                                      | 
|           | GENTEK INC.                                                                                                                          | 
|           | (Exact name of registrant as specified in its charter)                                                                               | 
|           |                                                                                                                                      | 

|Delaware                                                           |  | 02-0505547                                 
|------------------------------------------------------------------ |  | -------------------------------------------
|(State of other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification Number)
|                                                                   |  |                                            
|90 East Halsey Road
    Parsippany, New Jersey                     |  | 07054                                      
|(Address of principal executive offices)                           |  | (Zip Code)                                 

|                                                                  
|------------------------------------------------------------------
|(973) 515-3221(Registrants telephone number, including area code)
|                                                                  

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

APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE 
PRECEEDING FIVE YEARS:

|Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 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.
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|                                                                                                                                                                                                                                                        

The number of outstanding shares of the Registrants Common Stock as of July 29, 2005 was 10,089,478.

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GENTEK INC.FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2005
INDEX
Page No.PART I. FINANCIAL INFORMATION:Item 1.
    Financial StatementsConsolidated Statements of Operations  Three Months and Six MonthsEnded June 30, 2005 and 2004
    1Consolidated Balance Sheets  June 30, 2005 andDecember 31, 2004
    2Consolidated Statements of Cash Flows  Six MonthsEnded June 30, 2005 and 2004
    3Consolidated Statement of Changes in Equity  Six MonthsEnded June 30, 2005
    4Notes to the Consolidated Financial Statements
    5-12Item 2.
    Managements Discussion and Analysis of FinancialCondition and Results of Operations
    13-21Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    21Item 4.
    Controls and Procedures
    21-22PART II OTHER INFORMATION:Item 1.
    Legal Proceedings
    23Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    23Item 3.
    Defaults upon Senior Securities
    23Item 4.
    Submission of Matters to a Vote of Security Holders
    23Item 5.
    Other Information
    24Item 6.
    Exhibits
    24-26SIGNATURES
    27
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.
GENTEK INC. CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data) 
  (unaudited)
Three Months Ended
      June 30,
    
    Six Months Ended
    June 30,2005
    
    2004
    
    2005
    
    2004Net revenues
    $
    225,879
    
    $
    198,167
    
    $
    448,848
    
    $
    387,649Cost of sales
    
    192,896
    
    
    169,139
    
    
    387,727
    
    
    329,071Selling, general and administrative expense
    
    19,474
    
    
    21,553
    
    
    39,204
    
    
    42,261Restructuring and impairment charges
    
    1,130
    
    
    6,072
    
    
    4,394
    
    
    7,044Pension curtailment gain
    
    
    
    
    
    
    
    
    
    
    13,414Operating profit
    
    12,379
    
    
    1,403
    
    
    17,523
    
    
    22,687Interest expense
    
    7,667
    
    
    2,686
    
    
    12,815
    
    
    7,125Interest income
    
    88
    
    
    87
    
    
    197
    
    
    168Other (income) expense, net
    
    1,120
    
    
    564
    
    
    1,401
    
    
    (1,069
    )Income (loss) from continuing operations      
       before income taxes
    
    3,680
    
    
    (1,760
    )
    
    3,504
    
    
    16,799Income tax provision (benefit)
    
    2,232
    
    
    (163
    )
    
    1,773
    
    
    7,874Income (loss) from continuing operations
    
    1,448
    
    
    (1,597
    )
    
    1,731
    
    
    8,925Income (loss) from discontinued operations (net of
  tax of $(311), $82,979, $(1,233) and $85,716 for the
  three and six month periods ended June 30, 2005
  and 2004, respectively)
    
    (472
    )
    
    186,715
    
    
    (1,782
    )
    
    190,998Net
      income (loss)
    $
    976
    
    $
    185,118
    
    $
    (51)
    
    $
    199,923Income (loss) per common share  basic:Income (loss) from continuing operations
    $
    0.14
    
    $
    (0.16
    )
    $
    0.17
    
    $
    0.89Income (loss) from discontinued operations
    
    (0.05
    )
    
    18.67
    
    
    (0.18
    )
    
    19.10Net
      income (loss)
    $
    0.10
    
    $
    18.51
    
    $
    (0.01
    )
    $
    19.99Income (loss) per common share  assuming dilution:Income (loss) from continuing operations
    $
    0.14
    
    $
    (0.16
    )
    $
    0.17
    
    $
    0.89Income (loss) from discontinued operations
    
    (0.05
    )
    
    18.65
    
    
    (0.18
    )
    
    19.09Net
      income (loss)
    $
    0.10
    
    $
    18.49
    
    $
    (0.01
    )
    $
    19.98See the accompanying notes to the consolidated financial statements.-1-
GENTEK INC.CONSOLIDATED BALANCE SHEETS(In thousands, except share data)(unaudited)
June 30,
      2005
    
    December 31,
      2004ASSETSCurrent assets:Cash and cash equivalents
    $
    8,503
    
    $
    9,847Receivables, net
    
    123,692
    
    
    115,858Inventories
    
    80,940
    
    
    73,393Deferred income taxes
    
    12,353
    
    
    13,178Other current assets
    
    13,337
    
    
    7,361Total current assets
    
    238,825
    
    
    219,637Property, plant and equipment, net
    
    277,801
    
    
    283,051Goodwill
    
    154,336
    
    
    154,365Intangible assets
    
    67,218
    
    
    70,532Deferred income taxes
    
    3,012
    
    
    3,433Assets held for sale
    
    3,556
    
    
    8,765Other assets
    
    15,027
    
    
    13,843Total assets
    $
    759,775
    
    $
    753,626LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    $
    55,051
    
    $
    54,617Accrued liabilities
    
    67,878
    
    
    70,213Current portion of long-term debt
    
    4,181
    
    
    1,489Total current liabilities
    
    127,110
    
    
    126,319Long-term debt
    
    370,158
    
    
    11,047Pension and postretirement obligations
    
    105,676
    
    
    139,706Liabilities of discontinued businesses
    
    1,773
    
    
    5,078Other liabilities
    
    67,178
    
    
    71,049Total liabilities
    
    671,895
    
    
    353,199Equity:Preferred Stock, $.01 par value; authorized: 10,000,000 shares;
          none issued or outstanding
    
    
    
    
    Common Stock, no par value; authorized: 100,000,000 shares;
      issued: 10,094,669 and 10,098,570 shares at June 30, 2005
          and December 31, 2004, respectively
    
    80,117
    
    
    271,690Unearned compensation
    
    (652
    )
    
    (2,123
    )Warrants
    
    8,361
    
    
    8,361Accumulated other comprehensive loss
    
    (1,056
    )
    
    (886
    )Retained earnings
    
    1,196
    
    
    123,385Treasury stock, at cost: 5,191 shares at June 30, 2005
    
    (86
    )
    
    Total equity
    
    87,880
    
    
    400,427Total liabilities and equity
    $
    759,775
    
    $
    753,626See the accompanying notes to the consolidated financial statements.-2-
GENTEK INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
  (unaudited)
Six Months Ended 
      June 30,2005
    
    2004Cash flows from operating activities:Net
      income (loss)
    $
    (51)
    
    $
    199,923Adjustments
      to reconcile net income (loss) to net cash used for
               operating activities:(Income) loss from discontinued operations
    
    1,782
    
    
    (190,998
    )Depreciation and amortization
    
    23,108
    
    
    21,361Pension curtailment gain
    
    
    
    
    (13,414
    )Net gain on disposition of long-term assets
    
    (1,734
    )
    
    (1,176
    )Long-term incentive plan costs, net
    
    815
    
    
    707Increase in receivables
    
    (7,584
    )
    
    (16,086
    )Increase in inventories
    
    (7,598
    )
    
    (2,035
    )Decrease in deferred tax assets
    
    1,194
    
    
    7,394Increase in accounts payable
    
    852
    
    
    7,790Decrease in accrued liabilities
    
    (6,344
    )
    
    (31,642
    )Decrease in other liabilities and assets, net
    
    (32,292
    )
    
    (1,196
    )Net cash used for continuing operations
    
    (27,852
    )
    
    (19,372
    )Net cash provided by discontinued operations
    
    1,912
    
    
    7,694Net cash used for operating activities
    
    (25,940
    )
    
    (11,678
    )Cash flows from investing activities:Capital expenditures
    
    (14,129
    )
    
    (10,307
    )Proceeds from sales or disposals of long-term assets
    
    1,136
    
    
    5,150Purchase of short-term investments
    
    (2,229
    )
    
    Proceeds from sale of business, net
    
    
    
    
    291,632Acquisition of business, net of cash acquired*
    
    
    
    
    (3,649
    )Other investing activities
    
    
    
    
    (13
    )Net cash provided by (used for) investing activities
    
    (15,222
    )
    
    282,813Cash flows from financing activities:Proceeds from long-term debt
    
    404,581
    
    
    23,766Repayment of long-term debt
    
    (53,712
    )
    
    (274,053
    )Redemption of tranche A warrants
    
    
    
    
    (8,365
    )Dividends
    
    (310,742
    )
    
    Acquisition of treasury stock
    
    (86
    )
    
    Net cash provided by (used for) financing activities
    
    40,041
    
    
    (258,652
    )Effect of exchange rate changes on cash
    
    (223
    )
    
    (71
    )Increase (decrease) in cash and cash equivalents
    
    (1,344
    )
    
    12,412Cash and cash equivalents at beginning of period
    
    9,847
    
    
    26,701Cash and cash equivalents at end of period
    $
    8,503
    
    $
    39,113Supplemental information:Cash paid (refunded) for income taxes
    $
    (4,270
    )
    $
    6,837Cash paid for interest
    $
    4,808
    
    $
    8,055*Acquisition of business net of cash acquired:Working capital, other than cash
    $
    
    
    $
    (2,623
    )Property, plant and equipment
    
    
    
    
    (3,466
    )Other assets
    
    
    
    
    (970
    )Noncurrent liabilities
    
    
    
    
    3,410Cash used to acquire business
    $
    
    
    $
    (3,649
    )See the accompanying notes to the consolidated financial statements.-3-
GENTEK INC. CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Six Months Ended June 30, 2005(In thousands, except per share data) 
(unaudited)
Common
      Stock
    
    Unearned
      Compensation
    
    Warrants
    
    Treasury
      Stock
    
    Accumulated
      Other
      Comprehensive
      Loss
    
    Retained
      Earnings
    
    TotalBalance at December 31, 2004
    $
    271,690
    
    $
    (2,123
    )
    $
    8,361
    
    $
    
    
    $
    (886
    )
    $
    123,385
    
    $
    400,427Components of comprehensive income:Net
      income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51
    )
    
    (51
    )Foreign currency translation adjustments
            (net of tax of $(108))
    
    
    
    
    
    
    
    
    
    
    
    
    
    (165
    )
    
    
    
    
    (165
    )Change in unrealized loss on derivative
              instruments (net of tax
      of $(4))
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    (5
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (221
    )Long-term incentive plan, net
    
    (656
    )
    
    1,471
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    815Dividends ($31.00 per share)
    
    (190,917
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122,138
    )
    
    (313,055
    )Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (86
    )
    
    
    
    
    
    
    
    (86
    )Balance at June 30, 2005
    $
    80,117
    
    $
    (652
    )
    $
    8,361
    
    $
    (86
    )
    $
    (1,056
    )
    $
    1,196
    
    $
    87,880See the accompanying notes to the consolidated financial statements.-4-
GENTEK INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)
(unaudited)
Note 1  Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30, 2005 are not indicative of
the results that may be expected for the year ending December 31, 2005. These statements should be
read in conjunction with the financial statements and the notes thereto included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2004.
On May 18, 2004, the Company sold its KRONE communications business to ADC Telecommunications, Inc.
and recognized a gain of $185,044. Accordingly, the business has been classified as discontinued
operations. See Note 11.
On June 30, 2004, the Company acquired a wire harness and subassembly manufacturing facility located
in Reynosa, Mexico from Whirlpool Corporation for $8,400. As part of the transaction, the Company
entered into a seven-year supply agreement to supply wire harnesses, panel assemblies, copper tubing
and related components to Whirlpools North American appliance production facilities. The results
of operations of the facility have been included in the financial statements beginning July 1, 2004.
The pro forma impact of the acquisition on financial position, net income and earnings per share
is not material. Revenues from the supply agreement were $78,796 for the six-month period ended June
30, 2005.
On December 27, 2004, the Company paid a special dividend of $7.00 per common share, totaling approximately
$70,690, which was funded primarily from excess cash generated from the sale of the Companys
KRONE communications business.
On February 28, 2005, the Companys board of directors declared a special dividend of $31.00 per
common share which was paid on March 16, 2005. Also, on February 28, 2005, GenTek closed on a secured
financing consisting of $370,000 of term loans and a $60,000 revolving credit facility. In connection
with the closing of the new financing, the Company recorded a charge in interest expense of $3,030
to write-off deferred financing costs of its then-existing debt facility which was terminated.
During the second quarter of 2005, the Company ceased operations of its printing plate business. Accordingly,
this business has been classified as discontinued operations. See Note 11.
Note 2  Summary of Significant Accounting Policies
Compensation cost for stock-based employee compensation plans is recognized using the intrinsic value
method. The following table illustrates the effect on net income and net income per share if the
Company had applied the fair value based method to recognize stock-based employee compensation.
-5-
GENTEK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data)
(unaudited)
Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Net income
      (loss) as reported
    $
    976
    
    $
    185,118
    
    $
    (51
    )
    $
    199,923Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
       net of related tax effects
    
    (56
    )
    
    (99
    )
    
    (176
    )
    
    (99
    )Pro forma net income (loss)
    $
    920
    
    $
    185,019
    
    $
    (227
    )
    $
    199,824Income (loss)
      per share:Basic  as reported
    $
    0.10
    
    $
    18.51
    
    $
    (0.01
    )
    $
    19.99Basic  pro forma
    $
    0.09
    
    $
    18.50
    
    $
    (0.02
    )
    $
    19.98Diluted  as reported
    $
    0.10
    
    $
    18.49
    
    $
    (0.01
    )
    $
    19.98Diluted  pro forma
    $
    0.09
    
    $
    18.48
    
    $
    (0.02
    )
    $
    19.97For purposes of this calculation, the fair value of each option grant was estimated on the grant date
using the Black-Scholes option-pricing model with the following assumptions:
2005
    
    2004Dividend yield
    
    
    
    
    Expected volatility
    
    24
    %
    
    50
    %Risk-free interest rate
    
    3.75
    %
    
    2.32
    %Expected holding period (in years)
    
    4
    
    
    4Weighted average fair value
    $
    2.78
    
    $
    14.82Certain
prior-period amounts have been reclassified to conform with the current presentation.
In
December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (Revised 2004). This
statement addresses the accounting for share-based payment transactions in which a company receives
employee services in exchange for the companys equity instruments or liabilities that are based
on the fair value of the companys equity securities or may be settled by the issuance of these
securities. SFAS No. 123R eliminates the ability to account for share-based compensation using the
intrinsic value method and generally requires that such transactions be accounted for using a fair
value method. In April 2005, the Securities and Exchange Commission adopted a final rule amending
the effective date. The provisions of this statement are effective for financial statements issued
for the first interim period of the first fiscal year beginning after June 15, 2005. The Company
has yet to determine a transition method to adopt SFAS 123R or which valuation method to use. The
full impact that the adoption of this statement will have on the Companys financial statements
will be determined by share-based payments granted in future periods, the transition method and valuation model used.
Note 3  Comprehensive Income (Loss)
Total
  comprehensive income (loss) is comprised of net income (loss), foreign currency
  translation adjustments and the change in unrealized gains and losses on derivative
  financial instruments. Total comprehensive income (loss) for the three months
  ended June 30, 2005 and 2004 was $849 and $183,652,
-6-
GENTEK INC. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data) 
(unaudited)
respectively.  Total comprehensive income (loss) for the six months ended June 30, 2005 and 2004
  was $(221) and $198,868, respectively.
Note 4  Earnings Per Share
The computation of basic earnings per share is based on the weighted average number of common shares
outstanding during the period. The computation of diluted earnings per share assumes the foregoing
and, in addition, the exercise of all warrants, stock options and restricted stock, using the treasury
stock method.
The shares outstanding used for basic and diluted earnings per common share are reconciled as follows:
Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Basic earnings per common share:Weighted average common shares
             outstanding
    
    10,025,987
    
    
    10,000,000
    
    
    10,013,152
    
    
    10,000,000Diluted earnings per common share:Weighted average common shares
             outstanding
    
    10,025,987
    
    
    10,000,000
    
    
    10,013,152
    
    
    10,000,000Warrants, options and restricted stock
    
    50,130
    
    
    13,496
    
    
    61,342
    
    
    7,408Total
    
    10,076,117
    
    
    10,013,496
    
    
    10,074,494
    
    
    10,007,408For the three months ended June 30, 2005 and 2004, potentially dilutive securities totaling 2,973,997
and 2,094,645, respectively, were not included in the computation of diluted earnings per common
share due to their antidilutive effect. For the six months ended June 30, 2005 and 2004, potentially
dilutive securities totaling 2,973,997 and 921,461, respectively, were not included in the computation
of diluted earnings per common share due to their antidilutive effect.
Note 5  Inventories
June 30,
      2005
    
    December 31,
      2004Raw materials
    $
    32,809
    
    $
    30,908Work in process
    
    9,685
    
    
    9,048Finished products
    
    37,352
    
    
    31,827Supplies and containers
    
    1,094
    
    
    1,610$
    80,940
    
    $
    73,393
-7-
GENTEK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data)
(unaudited)
Note 6  Long-Term Debt
Maturities
    
    June 30,
      2005
    
    December 31,
      2004$60,000 revolving credit facility  floating rates
    2010
    
    $
    
    
    $
    First lien term loan  floating rates
    2011
    
    
    234,413
    
    
    Second lien term loan  floating rates
    2012
    
    
    135,000
    
    
    $125,000 revolving credit facility  floating rates
    2008
    
    
    
    
    
    6,500Other debt  various
    2005-2018
    
    
    4,926
    
    
    6,036Total debt
    
    
    
    374,339
    
    
    12,536Less: Current portion
    
    
    
    4,181
    
    
    1,489Net long-term debt
    
    
    $
    370,158
    
    $
    11,047On February 28, 2005, the Company closed on a secured financing consisting of $370,000 of term loans
and a $60,000 revolving credit facility (the Credit Facilities). The term loans include
a $235,000 first lien loan due in March 2011 with an interest rate of LIBOR plus 2.75 percent or
base rate plus 1.75 percent, subject to a rate reduction of 0.25 percent if such term loan is rated
B1 or better by Moodys Investor Services, Inc. and a $135,000 second lien loan due March 2012
with an interest rate of LIBOR plus 5.75 percent or base rate plus 4.75 percent. The $60,000 revolving
credit facility matures in March 2010 and carries an interest rate of LIBOR plus 2.75 percent or
base rate plus 1.75 percent, subject to rate reductions under a pricing grid if the Companys
leverage ratio decreases. The first lien term loan is subject to amortization of $2,350 per year
for five years, with the remainder payable over the sixth year. There is no amortization over the
term of the second lien loan. The Credit Facilities are secured by liens on substantially all of
the personal property and certain real property of the Company and its domestic subsidiaries. The
Credit Facilities contain covenants which impose certain restrictions on the Companys ability
to, among other things, incur additional debt, pay dividends, make investments or sell assets. A
portion of excess cash flow, as defined in the Credit Facilities, and certain non-recurring cash
inflows such as proceeds from asset sales, insurance recoveries, and equity offerings must be used
to pay down indebtedness and may not be reborrowed. In addition, the Credit Facilities contain certain
financial covenants which include a maximum leverage ratio, minimum interest coverage ratio and maximum
annual capital expenditures.
In conjunction with securing the Credit Facilities, all amounts outstanding under the Companys
$125,000 revolving credit facility were repaid and the underlying credit agreement was terminated.
Note 7  Capital Stock
The Company has the following warrants outstanding:
June 30, 2005
    
    December 31, 2004Expiration Date
    
    Number of
      shares covered
    
    Exercise Price
    
    Number of
      shares covered
    
    Exercise PriceTranche B
    November 10, 2008
    
    
    1,998,129
    
    $
    19.98
    
    
    717,531
    
    $
    55.65Tranche C
    November 10, 2010
    
    
    975,868
    
    $
    22.03
    
    
    350,442
    
    $
    61.35-8-
GENTEK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data)
(unaudited)
The terms of the warrants provide for the number of shares covered by the warrants and the exercise
  prices to be adjusted in the case of certain events, including certain dividends. During March, 2005,
  the Company paid a special dividend of $31.00 per share, and the number of shares covered by the
  warrants and their exercise prices were adjusted pursuant their terms.
During 2005, 18 shares of common stock were issued upon the exercise of Tranche C warrants.
Note 8  Segment Information
The Company has changed the name of the former performance products segment to performance
chemicals, to more appropriately describe this segments business. Industry segment information
is summarized as follows:
Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Net RevenuesManufacturing
    $
    141,426
    
    $
    116,492
    
    $
    288,226
    
    $
    230,469Performance chemicals
    
    84,453
    
    
    81,675
    
    
    160,622
    
    
    157,180Consolidated
    $
    225,879
    
    $
    198,167
    
    $
    448,848
    
    $
    387,649Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Operating Profit (Loss)Manufacturing
    $
    4,463
    
    $
    4,555
    
    $
    6,755
    
    $
    15,686Performance chemicals
    
    10,426
    
    
    (564
    )
    
    15,442
    
    
    11,195Corporate
    
    (2,510
    )
    
    (2,588
    )
    
    (4,674
    )
    
    (4,194
    )Consolidated
    
    12,379
    
    
    1,403
    
    
    17,523
    
    
    22,687Interest expense
    
    7,667
    
    
    2,686
    
    
    12,815
    
    
    7,125Other (income) expense, net
    
    1,032
    
    
    477
    
    
    1,204
    
    
    (1,237
    )Consolidated income (loss) from
   continuing operations before
       income taxes
    $
    3,680
    
    $
    (1,760
    )
    $
    3,504
    
    $
    16,799Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Capital ExpendituresManufacturing
    $
    2,870
    
    $
    1,462
    
    $
    6,223
    
    $
    3,047Performance chemicals
    
    3,480
    
    
    3,649
    
    
    7,906
    
    
    7,260Consolidated
    $
    6,350
    
    $
    5,111
    
    $
    14,129
    
    $
    10,307-9-
GENTEK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data)
(unaudited)
Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Depreciation and AmortizationManufacturing
    $
    7,203
    
    $
    6,626
    
    $
    13,721
    
    $
    12,513Performance chemicals
    
    4,522
    
    
    4,511
    
    
    8,681
    
    
    8,501Corporate
    
    432
    
    
    188
    
    
    706
    
    
    347Consolidated
    $
    12,157
    
    $
    11,325
    
    $
    23,108
    
    $
    21,361June 30, 2005
    
    December 31, 2004Identifiable AssetsManufacturing
    $
    458,920
    
    $
    453,906Performance chemicals(1)
    
    277,788
    
    
    274,193Assets held for sale
    
    3,556
    
    
    8,765Corporate
    
    19,511
    
    
    16,762Consolidated
    $
    759,775
    
    $
    753,626(1) Includes equity method investments of $362 and $339, respectively.
Note 9  Restructuring and Impairment Charges
During the first six months of 2005, the Company initiated actions to close one facility in its manufacturing
segment. In addition, the Company initiated a workforce reduction affecting corporate and performance
chemicals employees. The Company expects to substantially complete implementation of these restructuring
actions by the end of 2005. The following tables summarize the Companys expected costs and
accruals for these restructuring actions along with restructuring actions initiated in prior years:
Manufacturing
    
    Performance
      Chemicals
    
    Corporate
    
    TotalEmployee Termination CostsCosts incurred in prior periods
    $
    1,265
    
    $
    8,365
    
    $
    132
    
    $
    9,762Costs incurred in current period
    
    600
    
    
    178
    
    
    1,828
    
    
    2,606Costs anticipated to be incurred in the future
    
    
    
    
    
    
    
    17
    
    
    17Total costs expected to be incurred
    $
    1,865
    
    $
    8,543
    
    $
    1,977
    
    $
    12,385Accrual balance at December 31, 2004
    $
    207
    
    $
    944
    
    $
    116
    
    $
    1,267Provisions
    
    600
    
    
    178
    
    
    1,828
    
    
    2,606Amounts paid
    
    (625
    )
    
    (849
    )
    
    (937
    )
    
    (2,411
    )Accrual balance at June 30, 2005
    $
    182
    
    $
    273
    
    $
    1,007
    
    $
    1,462Manufacturing
    
    Performance
      Chemicals
    
    Corporate
    
    TotalFacility Exit CostsCosts incurred in prior periods
    $
    430
    
    $
    14,253
    
    $
    
    
    $
    14,683Costs incurred in current period
    
    692
    
    
    1,096
    
    
    
    
    
    1,788Costs anticipated to be incurred in the future
    
    136
    
    
    175
    
    
    
    
    
    311Total costs expected to be incurred
    $
    1,258
    
    $
    15,524
    
    $
    
    
    $
    16,782Accrual balance at December 31, 2004
    $
    
    
    $
    843
    
    $
    
    
    $
    843Provisions
    
    692
    
    
    1,096
    
    
    
    
    
    1,788Amounts paid
    
    (692
    )
    
    (1,926
    )
    
    
    
    
    (2,618
    )Accrual balance at June 30, 2005
    $
    
    
    $
    13
    
    $
    
    
    $
    13-10-
GENTEK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(Dollars in thousands, except per share data) 
(unaudited)
Note 10  Pension and Other Postretirement BenefitsThree Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Pension BenefitsService cost
    $
    399
    
    $
    504
    
    $
    800
    
    $
    1,780Interest cost
    
    3,189
    
    
    3,151
    
    
    6,377
    
    
    6,498Expected return on plan assets
    
    (3,468
    )
    
    (2,904
    )
    
    (6,936
    )
    
    (5,546
    )Amortization of net:Prior service cost
    
    19
    
    
    
    
    
    37
    
    
    Net periodic benefit cost
    $
    139
    
    $
    751
    
    $
    278
    
    $
    2,732Three Months Ended
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Other Postretirement BenefitsService cost
    $
    263
    
    $
    363
    
    $
    526
    
    $
    727Interest cost
    
    667
    
    
    1,090
    
    
    1,374
    
    
    2,181Expected return on plan assets
    
    
    
    
    
    
    
    
    
    
    Amortization of net:Prior service cost
    
    (818
    )
    
    
    
    
    (1,501
    )
    
    Gain
    
    (27
    )
    
    
    
    
    (64
    )
    
    Net periodic benefit cost
    $
    85
    
    $
    1,453
    
    $
    335
    
    $
    2,908During the first quarter of 2004, the Company notified its employees that benefit accruals in defined
benefit pension plans covering domestic salaried and certain hourly employees would be frozen effective
April 1, 2004. This action resulted in a curtailment gain of $13,414. During the second quarter of
2004, the Company accrued $1,130 of contractual termination pension benefits, related to the closure
of a plant, which was recorded as a component of restructuring and impairment charges.
Effective
June 1, 2005, the Company implemented plan amendments to one of its postretirement medical plans
which cap the Companys cost for providing these benefits at current levels. The effect of these
changes was a reduction to the accumulated postretirement benefit obligation of $7,730 which will
be amortized as a component of net periodic postretirement benefit cost over the average remaining
service period until full eligibility of active plan participants.
During
the first six months of 2005, the Company contributed $36,158 to its pension plan trusts and expects
to make additional contributions to foreign pension plans of approximately $800 during the remainder
of 2005.
-11-
GENTEK INC. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Concluded)(Dollars in thousands, except per share data) 
(unaudited)
Note 11  Discontinued Operations
On May 18, 2004, the Company sold its KRONE communications business. The transaction resulted in a
gain of $185,044, net of a tax provision of $81,115 of which $5,560 represents the current or cash
portion and $75,555 represents the deferred portion. The net gain is included in income from discontinued
operations.
During the second quarter of 2005, the Company ceased operations of its printing plate business. The
business had become unprofitable as it has experienced severe competitive pressures over the last
several years and has been hurt by a continued shift in technology in the printing plate market.
The carrying amount of the major classes of assets and liabilities of the business are as follows:
June 30, 2005
    
    December 31, 2004Current assets
    $
    1,871
    
    $
    5,594Property, plant and equipment
    
    1,155
    
    
    1,906Other assets
    
    
    
    
    303Current liabilities
    
    1,773
    
    
    2,026Non-current liabilities
    
    432
    
    
    3,051The
businesses included in discontinued operations had revenues of $699 and $50,484 and pretax profit
(loss) of $(783) and $4,438 for the three months ended June 30, 2005 and 2004, respectively, and
revenues of $4,007 and $137,829 and pretax profit (loss) of $(3,016) and $5,210 for the six months
ended June 30, 2005 and 2004, respectively. The businesses were formerly reported as part of the
communications segment, which is no longer a reportable segment as a result of the reclassification
of these businesses to discontinued operations.
-12-
Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations.
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Companys actual results
could differ materially from those set forth in the forward-looking statements. Certain factors that
might cause such a difference include those discussed in the section entitled, Managements
Discussion and Analysis of Financial Condition and Results of Operations  Forward-Looking Statements
contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
Overview
We are a holding company whose subsidiaries manufacture industrial components and performance chemicals.
We operate through two primary business segments: manufacturing and performance chemicals. Our products
are frequently highly engineered and are important components of, or provide critical attributes
to, our customers end products or operations. We operate over 60 manufacturing and production
facilities located primarily in the U.S., Canada, Mexico and India. GenTek has no independent operations
and, therefore, is dependent upon cash flow from its subsidiaries to meet its obligations.
During the first quarter of 2004, the Company notified its employees that benefit accruals in defined
benefit pension plans covering domestic salaried and certain hourly employees would be frozen effective
April 1, 2004. As a result, a curtailment gain of approximately $13 million was recognized during
the first quarter of 2004.
On May 18, 2004 the Company sold its KRONE communications business to ADC Telecommunications, Inc.
Accordingly, all financial information included herein has been reclassified to reflect the KRONE
communications business as discontinued operations. Net proceeds from the transaction of approximately
$291 million were used to repay the Companys then-outstanding Senior Term Loan Agreement in
full, and the related loan agreement was terminated. Consummation of this transaction triggered the
contingent redemption feature of the Companys tranche A warrants. The Company made the required
payment of $8.4 million ($7.13 per warrant) on June 30, 2004, and the tranche A warrants expired.
On June 30, 2004, the Company acquired a wire harness and subassembly manufacturing facility located
in Reynosa, Mexico from Whirlpool Corporation for $8.4 million. As part of the transaction, the Company
entered into a seven-year supply agreement to supply wire harnesses, panel assemblies, copper tubing
and related components to Whirlpools North American appliance production facilities. The results
of operations of the facility have been included in the financial statements beginning July 1, 2004.
Revenues from the supply agreement were $79 million for the six-month period ended June 30, 2005.
On December 27, 2004, the Company paid a special dividend of $7.00 per common share, totaling approximately
$71 million, which was funded primarily from excess cash generated from the sale of the Companys
KRONE communications business.
On February 28, 2005, the Companys board of directors declared a special dividend of $31.00 per
common share which was paid on March 16, 2005. Also, on February 28, 2005, GenTek closed on a secured
financing consisting of $370 million of term loans and a $60 million revolving credit facility. The
Company used approximately $310 million, which is net of $3 million of dividends remaining to be
paid, of the financing proceeds to pay the special dividend and $35 million of the proceeds to pre-fund
certain defined benefit pension obligations. The remainder of the proceeds were used to pay transaction
-13-
fees, to refinance existing debt and for general corporate purposes. In connection with the closing
of the new financing, the Company recorded a charge in interest expense of approximately $3 million
to write-off deferred financing costs of its then-existing debt facility. The payment of the two
special dividends and the closing on the financing reflect the completion of a recapitalization of
the Company. The two dividends provided substantial value to holders of the Companys common
stock. In addition, the Company believes these actions established a more appropriate capital structure
for GenTek that allows the Company to continue to invest in its core businesses. Prior to the recapitalization,
the Companys balance sheet was substantially debt-free. By leveraging the Company, GenTek believes
it has better positioned the Company to realize increased returns for its shareholders.
During the second quarter of 2005, the Company ceased operations of its printing plate business. The
business had become unprofitable as it has experienced severe competitive pressures over the last
several years and has been hurt by a continued shift in technology in the printing plate market.
Accordingly, all financial information included herein has been reclassified to reflect the business
as discontinued operations.
On August 9, 2005, the Company committed to closing its Southfield, Michigan administrative office
and consolidating functions performed there in other facilities. This action is expected to be completed
by the end of 2005. Costs expected to be incurred with respect to this action include employee termination
costs of approximately $0.9 million, contract termination costs of approximately $0.5 million and
other associated costs of approximately $0.1 million, totaling approximately $1.5 million. In addition,
during August 2005, the Company announced plans to close one of its manufacturing facilities in Guelph,
Ontario, Canada. Total costs expected to be incurred with respect to this action are approximately
$0.4 million. Cash outlays related to these actions are expected to be substantially completed by
the end of 2006, with the exception of a lease obligation that has payment terms extending beyond
2006. Management intends to fund these cash outlays from existing cash balances and cash flow generated
by operations. In addition, asset impairment charges in connection with these actions are expected
to be less than $1 million.
Results of Operations
The following table sets forth certain line items from our Consolidated Statements of Operations for
the three and six month periods ended June 30, 2005 and 2004 and the corresponding percentage of
net revenues for the relevant periods presented as a percentage of revenue for the periods indicated.
Three Months Ended 
      June 30,
    
    Six Months Ended 
      June 30,2005
    
    2004
    
    2005
    
    2004(Dollars in millions)
    
    (Dollars in millions)Net revenues
    $
    225.9
    
    100
    %
    $
    198.2
    
    100
    %
    $
    448.8
    
    100
    %
    $
    387.6
    
    100
    %Cost of sales
    
    192.9
    
    85
    
    
    169.1
    
    85
    
    
    387.7
    
    86
    
    
    329.1
    
    85Selling, general and
  administrative expense
    
    19.5
    
    9
    
    
    21.6
    
    11
    
    
    39.2
    
    9
    
    
    42.3
    
    11Restructuring and impairment
  charges
    
    1.1
    
    
    
    
    6.1
    
    3
    
    
    4.4
    
    1
    
    
    7.0
    
    2Pension curtailment gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13.4
    
    3Operating
      profit
    
    12.4
    
    5
    
    
    1.4
    
    1
    
    
    17.5
    
    4
    
    
    22.6
    
    6Interest expense
    
    7.7
    
    3
    
    
    2.7
    
    1
    
    
    12.8
    
    3
    
    
    7.1
    
    2Interest income
    
    0.1
    
    
    
    
    0.1
    
    
    
    
    0.2
    
    
    
    
    0.2
    
    Other (income) expense, net
    
    1.1
    
    
    
    
    0.6
    
    
    
    
    1.4
    
    
    
    
    (1.1
    )
    Income tax provision (benefit)
    
    2.2
    
    1
    
    
    (0.2
    )
    
    
    
    1.8
    
    
    
    
    7.9
    
    2Income (loss) from
      continuing operations
    
    1.4
    
    1
    
    
    (1.6
    )
    (1
    )
    
    1.7
    
    
    
    
    8.9
    
    2Income (loss)
      from discontinued
  operations
    
    (0.5
    )
    
    
    
    186.7
    
    94
    
    
    (1.8
    )
    
    
    
    191.0
    
    49Net
      income (loss)
    $
    1.0
    
    
    %
    $
    185.1
    
    93
    %
    $
    (0.1
    )
    
    %
    $
    199.9
    
    52
    %
-14-
Three Months Ended June 30, 2005 Compared with Three Months Ended June 30, 2004
Net revenues were $226 million for the three-month period ended June 30, 2005 as compared with $198
million for the prior year. This increase is primarily due to higher sales in the manufacturing segment
as a result of higher sales in the appliance and electronics market of $32 million, partially offset
by lower sales in the automotive market of $4 million. The increase in revenues in the appliance
and electronics market was principally driven by the acquisition of a wire harness and subassembly
manufacturing facility from Whirlpool Corporation on June 30, 2004. The decrease in revenues in the
automotive market reflects the impact of lower sales volumes to the Companys North American
automotive customer base.
Gross
  profit was $33 million for the three-month period ended June 30, 2005 as compared
  with $29 million for the prior year. This increase is principally due to higher
  gross profit in the performance chemicals segment of $5 million, partially offset
  by lower gross profit in the manufacturing segment of $1 million. In the manufacturing
  segment, the decline in gross profits were due to the impact of lower automotive
  volumes and higher raw material costs. Gross profit as a percentage of sales
  decreased because of the preceding factors along with the incremental revenues
  related to the Whirlpool transaction generating significantly lower gross profit
  margins than other existing business. The increase in performance chemicals
  gross profit is principally due to the impact of the pass through of previously
  incurred higher raw material costs in the water chemical product line, an insurance
  recovery of $3 million related to the Companys closed Delaware Valley
  Works South Plant and plant cost savings net of lost revenue of $1 million due
  to the closure of the Companys Delaware Valley Works North Plant in January,
  2005.
Selling, general and administrative expense was $19 million for the three-month period ended June 30,
2005 as compared with $22 million for the prior year. This decrease is primarily attributable to
the Companys cost reduction efforts and lower pension and other postretirement benefits expense
partially offset by a $2 million charge relating to the former Chief Executive Officers separation
from the Company.
Restructuring and impairment charges were $1 million for the three-month period ended June 30, 2005
as compared with $6 million being recorded during the second quarter of 2004. The charges recorded
in 2005 are associated with the closure of a production facility, a headcount reduction initiative
and continuing costs from activities initiated during 2004.
Operating
  income was $12 million for the three-month period ended June 30, 2005 as compared
  with an operating income of $1 million for the prior year. This increase was
  principally due to the impact of the abovementioned gross profit improvements,
  lower restructuring costs, and selling, general and administrative cost reductions.
Interest expense was $8 million for the three-month period ended June 30, 2005 as compared with $3
million for the three-month period ended June 30, 2004 principally due to higher outstanding debt
balances.
-15-
Income
(loss) from discontinued operations was $0.5 million for the three-month period ended June 30, 2005
as compared with $187 million for the three-month period ended June 30, 2004, reflecting the impact
of the KRONE communications business, which was sold on May 18, 2004.
Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004
Net revenues for the six-month period ended June 30, 2005 were $449 million as compared with $388 million
for the six-month period ended June 30, 2004. This increase is primarily attributable to higher sales
in the manufacturing segment. This increase in revenues is the result of higher sales to the appliance
and electronics market of $68 million, offset by lower sales to the Companys North American
automotive customer base. The increased volume in the appliance and electronics market is primarily
the result of the Companys acquisition of a wire harness and subassembly manufacturing facility
from Whirlpool Corporation on June 30, 2004. An increase of $3 million in revenues in the performance
chemicals segment was driven by higher sales of $7 million for the Companys water chemical
product line and $3 million for the Companys personal care product lines, principally due to
the impact of the pass through of higher raw material prices, and partially offset by lost revenues
attributable to closed facilities.
Gross profit was $61 million for the six-month period ended June 30, 2005 as compared with $59 million
for the prior year period. This increase is principally due to higher gross profit in the performance
chemicals segment of $8 million, partially offset by lower gross profit in the manufacturing segment
of $6 million. The increase in the performance chemicals segment gross profit is attributable to
an insurance recovery of $3 million related to the Companys closed Delaware Valley Works South
Plant, the increased volumes discussed above and plant cost savings net of lost revenue of $2 million
is due to the closure of the North Plant of the Delaware Valley Works in January, 2005. The decrease
in gross profit in the manufacturing segment is principally due to lower sales in the Companys
North American automotive customer base and higher raw material costs.
Selling, general and administrative expense was $39 million for the six-month period ended June 30,
2005 as compared with $42 million in the prior year. This reduction is primarily attributable to
the Companys cost reduction efforts and lower pension and other postretirement benefits expense
partially offset by a $2 million charge relating to the former Chief Executive Officers separation
from the Company.
During the first quarter of 2004, the Company notified its employees that benefit accruals in defined
benefit pension plans covering domestic salaried and certain hourly employees would be frozen effective
April 1, 2004. As a result, a curtailment gain of approximately $13 million was recognized during
the six-month period ended June 30, 2004.
Restructuring and impairment charges were $4 million for the six-month period ended June 30, 2005 as
compared with charges of $7 million for the six-month period ended June 30, 2004. The charges recorded
in 2005 are associated with the closure of a production facility, headcount reductions and continuing
costs from activities initiated during prior years. The charges recorded in the prior year were associated
with the closure of four production facilities.
Operating income was $18 million for the six-month period ended June 30, 2005 as compared with an operating
income of $23 million for the prior year period. This decrease is principally due to the non-recurring
pension curtailment gain realized in 2004 offset by the gross profit improvements, lower restructuring
costs and lower selling, general and administrative expenses.
-16-
Interest expense was $13 million for the six-month period ended June 30, 2005 as compared with $7 million
for the prior year period. The increase is principally due to higher outstanding debt balances as
well as a charge of $3 million to write-off deferred financing costs for debt retired during 2005.
Results of Operations by Segment
Three Months Ended 
      June 30,
    
    Six Months Ended
      June 30,2005
    
    2004
    
    2005
    
    2004Net Revenues
    (In millions)
    
    (In millions)Manufacturing
    $
    141.4
    
    $
    116.5
    
    $
    288.2
    
    $
    230.5Performance chemicals
    
    84.5
    
    
    81.7
    
    
    160.6
    
    
    157.2Total
    $
    225.9
    
    $
    198.2
    
    $
    448.8
    
    $
    387.7Three Months Ended 
      June 30,
    
    Six Months Ended
      June 30,2005(1)
    
    2004(2)
    
    2005(3)
    
    2004(4)Operating Profit (Loss)
    (In millions)
    
    (In millions)Manufacturing
    $
    4.5
    
    $
    4.6
    
    $
    6.8
    
    $
    15.7Performance chemicals
    
    10.4
    
    
    (0.6
    )
    
    15.4
    
    
    11.2Corporate
    
    (2.5
    )
    
    (2.6
    )
    
    (4.7
    )
    
    (4.2
    )Total
    $
    12.4
    
    $
    1.4
    
    $
    17.5
    
    $
    22.7(1)
Includes restructuring and impairment charges of $0.4 million in the manufacturing segment, $0.5 million
in the performance chemicals segment and $0.2 million in corporate.(2)
Includes restructuring and impairment charges of $0.5 million in the manufacturing segment and $5.5
million in the performance chemicals segment.(3)
Includes restructuring and impairment charges of $1.3 million in the manufacturing segment, $1.3 million
in the performance chemicals segment and $1.8 million in corporate.(4)
Includes restructuring and impairment charges of $0.5 million in the manufacturing segment and $6.5
million in the performance chemicals segment. Also includes pension curtailment gains of $1.7 million
in the manufacturing segment, $11.7 million in the performance chemicals segment and $0.1 million
in corporate.Three Months Ended June 30, 2005 Compared with Three Months Ended June 30, 2004
Manufacturing Segment
Net revenues for the manufacturing segment were $141 million for the three-month period ended June
30, 2005 as compared to $117 million for the comparable prior year period. This increase is principally
due to higher sales in the appliance and electronics market of $32 million, partially offset by lower
sales volume in the automotive market of $5 million. The increase in revenues in the appliance and
electronics market was principally driven by the acquisition of a wire harness and subassembly manufacturing
facility from Whirlpool Corporation on June 30, 2004. The decrease in revenues in the automotive
market reflects the impact of lower sales volumes to the Companys North American automotive
customer base. Gross profit was $14 million for the three-month period ended June 30, 2005 as compared
to $16 million for the comparable prior year period due to the impact of lower automotive volumes
and higher raw material costs. Gross profit as a percentage of sales decreased because of the preceding
factors along with the incremental revenues related to the Whirlpool transaction generating significantly
lower gross profit margins than other existing business. Selling, general and administrative expense
was $9 million for the three-month period ended June 30, 2005 as compared to $11 million recorded
in the prior year period. The lower expense for 2005 reflects the Companys cost reduction efforts
partially offset by higher allocated corporate expenses of $1 million due to the sale of the
-17-
communications business and the acquisition of a wire harness and subassembly manufacturing facility.
Operating income for the three-month period ended June 30, 2005 was $4.5 million, which is comparable
with the operating income of the prior year period as the lower gross profit was substantially offset
by lower selling, general, and administrative expense.
Performance Chemicals Segment
Net revenues for the performance chemicals segment were $85 million for the three-month period ended
June 30, 2005 as compared with $82 million for the prior year period. Higher sales in the water chemical
and personal care product lines of $4 million and $2 million, respectively, were substantially offset
by lower sales in the Companys fine chemical product line of $3 million. The decrease in revenues
in the fine chemicals product line reflects the impact of the shutdown of the Companys Delaware
Valley Works North Plant in January 2005 and the impact of the restructuring of the sulfur derivatives
business in 2004. Gross profit was $19 million for the three-month period ended June 30, 2005 as
compared to $13 million for the prior year period. The increase in gross profit is principally due
to the impact of the pass through of previously incurred higher raw material costs in the water chemical
product line, an insurance recovery of $3 million related to the Companys closed Delaware Valley
Works South Plant, and cost savings net of lost revenue of $1 million due to the closure of the Delaware
Valley Works North Plant. Selling, general and administrative expense was $8 million for the three-month
period ended June 30, 2005, which is comparable with expenses recorded in the prior year period.
The expense recorded for 2005 reflects higher allocated corporate expenses of $1 million due to the
sale of the communications business, which were substantially offset by the Companys cost reduction
efforts. Restructuring and impairment charges were $0.6 million for the three-month period ended
June 30, 2005, as compared with $6 million for the prior year period. Operating income was $10 million
for the three-month period ended June 30, 2005 as compared to an operating loss of $1 million for
the prior year period. This increase is principally due to the above-mentioned higher gross profit
and lower restructuring expense in the period ending June 30, 2005.
Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004
Manufacturing Segment
Net
  revenues were $288 million for the six-month period ended June 30, 2004 as compared
  with $231 million for the prior year period. This increase is principally due
  to higher sales in the appliance and electronics market of $68 million partially
  offset by lower sales in the automotive market of $8 million. The increase in
  revenues in the appliance and electronics market was principally driven by the
  acquisition of a wire harness and subassembly manufacturing facility from Whirlpool
  Corporation on June 30, 2004. The decrease in the automotive segment is the
  result of lower sales volume in the Companys North American automotive
  customer base. Gross profit was $31 million for the six- month period ended
  June 30, 2005 as compared with $35 million for the prior period. The decrease
  is principally due to the impact of lower automotive volumes and higher raw
  material costs. Selling, general and administrative expense was $21 million
  for the six-month period ended June 30, 2005 as compared to $20 million recorded
  in the prior year period. This increase is the result of higher allocated corporate
  expenses due to the sale of the communications business and the acquisition
  of a wire harness and subassembly manufacturing facility partially offset by
  the Companys cost reduction efforts. Restructuring and impairment charges
  were $1 million for the six-month period ended June 30, 2005 as compared to
  $0.5 million being recorded during the comparable prior year period. The increase
  is attributable to the closure of a production facility and continuing charges
  related to activities begun in 2004. Operating income for the six-month period
  ended June 30, 2005 was $7 million as compared with $16 million for the comparable
  prior year period. This decrease is the result of the abovementioned lower
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gross margin, higher selling, general, and administrative charges, and a non-recurring $2 million pension
curtailment gain recorded in the first quarter of 2004.
Performance Chemicals Segment
Net
  revenues were $161 million for the six-month period ended June 30, 2005 as compared
  with $157 million for the comparable prior year period. Higher sales in the
  water chemical and personal care product lines of $7 million and $3 million,
  respectively, partially offset by lost sales related to closed facilities and
  businesses that the Company exited. The increase in the water chemical product
  line is due principally to the impact of the pass through of higher raw
  material prices to our customers, while the increase in the personal care product
  line is the result of both increased volume and pass through of higher raw material
  costs. The decrease in revenues due to closed facilities or businesses exited
  by the Company reflects the impact of the shutdown of the Companys Delaware
  Valley Works North Plant in January 2005 and the impact of the restructuring
  of the sulfur derivatives business in 2004. Gross profit was $32 million for
  the six-month period ended June 30, 2005 as compared with $24 million for the
  prior year period. The increase in gross profit is principally due to the impact
  of the pass through of previously incurred higher raw material costs in the
  water chemical and personal care product lines, an insurance recovery of $3
  million related to the Companys closed Delaware Valley Works South Plant,
  and cost savings net of lost revenue of $2 million due to the closure of the
  Delaware Valley Works North Plant. Selling, general and administrative expense
  was $15 million for the six-month period ended June 30, 2005 as compared to
  $17 million in the prior year period. This decrease is the result of the Companys
  cost reduction efforts of $3 million offset by higher allocations of corporate
  expenses due to the sale of the communications business. Restructuring and impairment
  charges were $1 million for the six-month period ended June 30, 2005, while
  charges of $7 million were recorded in the prior year period. Operating income
  was $16 million for the six-month period ended June 30, 2005 as compared with
  an operating income of $11 million for the comparable prior year period. This
  increase is principally due to the abovementioned gross profit improvement,
  reduced selling, general and administrative expenses and lower restructuring
  and impairment charges, offset by a non-recurring $12 million pension curtailment
  gain recorded in 2004.
Financial Condition, Liquidity and Capital Resources
Cash and cash equivalents were $8 million at June 30, 2005, $2 million less than December 31, 2004.
Significant cash flows during the period included cash used by operating activities of $26 million,
capital expenditures of $14 million, dividend payments of $311 million, offset by net borrowings
of $351 million. Cash used for operating activities includes contributions made to pension plans
of $36 million.
The Company had working capital of $112 million at June 30, 2005 as compared with working capital of
$93 million at December 31, 2004. This increase in working capital principally reflects higher accounts
receivable balances and inventories and lower accrued liabilities principally due to typical seasonal
variations.
Cash payments for employee termination costs and facility exit costs totaled $5 million in the six
months ended June 30, 2005. Management expects that cash outlays related to these actions will be
substantially completed by the end of 2005. Management intends to fund these cash outlays from existing
cash balances and cash flow generated by operations.
On
February 28, 2005, the Companys board of directors declared a special dividend of $31.00 per
common share which was paid on March 16, 2005. Also, on February 28, 2005, the Company closed on
a secured financing consisting of $370 million of term loans and a $60 million revolving credit facility
-19-
(the Credit Facilities). The term loans include a $235 million first lien loan due in March
2011 with an interest rate of LIBOR plus 2.75 percent or base rate plus 1.75 percent, subject to
a rate reduction of 0.25 percent if such term loan is rated B1 or better by Moodys Investor
Services, Inc. and a $135 million second lien loan due March 2012 with an interest rate of LIBOR
plus 5.75 percent or base rate plus 4.75 percent. The $60 million revolving credit facility matures
in March 2010 and carries an interest rate of LIBOR plus 2.75 percent or base rate plus 1.75 percent,
subject to rate reductions under a pricing grid if the Companys leverage ratio decreases. The
first lien term loan is subject to amortization of $2.35 million per year for five years, with the
remainder payable over the sixth year. There is no amortization over the term of the second lien
loan. The Company used approximately $310 million, which is net of $3 million of dividends remaining
to be paid, of the financing proceeds to pay the special dividend and $35 million of the proceeds
to pre-fund certain defined benefit pension obligations. The remainder of the proceeds were used
to pay transaction fees, to refinance existing debt and for general corporate purposes. The Credit
Facilities are secured by liens on substantially all of the personal property and certain real property
of the Company and its domestic subsidiaries. The Credit Facilities contain covenants which impose
certain restrictions on the Companys ability to, among other things, incur additional debt,
pay dividends, make investments or sell assets. Additionally, a portion of excess cash flow, as defined
in the Credit Facilities, and certain non-recurring cash inflows such as proceeds from asset sales,
insurance recoveries, and equity offerings must be used to pay down indebtedness and may not be reborrowed.
In addition, the Credit Facilities contain certain financial covenants which include a maximum leverage
ratio, minimum interest coverage ratio and maximum annual capital expenditures. At June 30, 2005,
the Company was in compliance with the covenants in the Credit Facilities. In conjunction with securing
the Credit Facilities, all amounts outstanding under the Companys then-existing $125 million
revolving credit facility were repaid and the underlying credit agreement was terminated.
In April 2005, the Company entered into two no-cost interest rate collar agreements, effectively hedging
$185 million of its LIBOR-based floating rate term debt for five years. As a result of entering into
the agreements, the interest rate to be paid by the Company relating to the hedged portion of its
debt will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month
LIBOR of 5.00 percent. Although the two no-cost interest rate collar agreements provide the Company with an economic hedge against interest rate risk, they did not
qualify for hedge accounting treatment during the quarter under current interpretations of Financial Accounting
Standards Board Statement No. 133. Accordingly, the Company recorded a non-cash charge of $2,640 to record the fair value of the agreements as a liability, which reflects the amount that would be payable by the Company if the agreements were terminated on June 30, 2005. The Company has no current intention of terminating these agreements prior to their maturity date.
During the first six months of 2005, the Company contributed $36 million to its pension plan trusts,
of which $35 million is in excess of required contribution amounts, and expects to make approximately
$1 million of additional required contributions to foreign pension plans during the remainder of
the year. Under current assumptions, this accelerated funding is expected to substantially reduce
the amount of any cash contributions the Company is required to make during 2006 and 2007.
The Company has not entered into any off-balance financing arrangements.
During the first six months of 2005, the Company made $14 million of capital expenditures and expects
to make approximately $16-19 million during the remainder of the year.
Management believes that the Companys cash flow from operations and availability under its revolving
credit facility will be sufficient to cover future debt service requirements, capital expenditures,
and working capital requirements during 2005.
Contractual Obligations
In
conjunction with securing the Credit Facilities, all amounts outstanding under the Companys
then-existing $125 million revolving credit facility were repaid and the underlying credit agreement
was terminated. At December 31, 2004, there was $6.5 million outstanding under this facility which
was
-20-
included in the contractual obligations table in the Companys annual report on Form 10-K under
long-term debt, with payments due in 2008. At June 30, 2005, there was $369 million outstanding under
the Credit Facilities, which require payments of $2.35 million per year for five years, with the
remainder due after 5 years.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (Revised 2004). This
statement addresses the accounting for share-based payment transactions in which a company receives
employee services in exchange for the companys equity instruments or liabilities that are based
on the fair value of the companys equity securities or may be settled by the issuance of these
securities. SFAS No. 123R eliminates the ability to account for share-based compensation using the
intrinsic value method and generally requires that such transactions be accounted for using a fair
value method. In April 2005, the Securities and Exchange Commission adopted a final rule amending
the effective date. The provisions of this statement are effective for financial statements issued
for the first interim period of the first fiscal year beginning after June 15, 2005. The Company
has yet to determine a transition method to adopt SFAS 123R or which valuation method to use. The
full impact that the adoption of this statement will have on the Companys financial statements
will be determined by share-based payments granted in future periods, the transition method and valuation model used.
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.
The Companys cash flows and earnings are subject to fluctuations resulting from changes in interest
rates, foreign currency exchange rates and commodity prices, and the Company selectively uses financial
instruments to manage these risks. The Companys objective in managing its exposure to changes
in interest rates, foreign currency exchange rates and commodity prices is to reduce volatility on
earnings and cash flow associated with such changes. The Company has not entered, and does not intend
to enter, into financial instruments for speculation or trading purposes.

Interest rate risk



At June 30, 2005, the Companys debt financing consisted primarily of amounts outstanding under the Companys term loan credit facility.  The Company had no borrowings under its revolving credit facility.  The borrowings outstanding under the Companys credit facility are collateralized by substantially all of the personal property and certain real property of the Company and its domestic subsidiaries.  The credit facility debt is closely held by a group of lenders.  Borrowings under the Companys credit facility are sensitive to changes in interest rates.  Given the existing level of debt of $369 million as of June 30, 2005, a 1⁄2 percent change in the weighted-average interest rate would have an interest impact of approximately $0.2 million each month.




Principal Balance
        Fair Value
        Weighted-Average Interest Rate at
June 30, 2005
        Scheduled Maturity$135 million
        $135 million
        8.89%
        March 2011$234 million
        $234 million
        6.09%
        March 2012

In April 2005 the Company entered into two five year interest rate collar agreements in the aggregate notional amount of $185 million, in order to hedge against the effect that further interest rate fluctuations may have on the Companys floating rate debt.  The interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month LIBOR of 5.00 percent.  These interest rate collar agreements are scheduled to mature in 2010.  The fair value of the agreements was $(2.6) million at June 30, 2005.




Item 4.    Controls and Procedures.

(a) Disclosures Controls and Procedures.The Company maintains disclosure controlsand procedures that are designed to ensure that information required to be disclosed in its SEC filings is recorded, processed, summarized and reported within the time period specified in the SECs rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of disclosure controls and procedures in Rule 13a-15 (e) and 15d-15 (e) promulgated under the Exchange Act.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating its controls and procedures.  Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation and because of the material weakness described below, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures were not effective as of June 30, 2005.



Management has concluded that as of June 30, 2005 the Company did not maintain effective controls over the evaluation of the appropriate accounting treatment for two interest rate collar agreements due to the lack of sufficient documentation.  As a result of this material weakness, the Company inappropriately applied hedge accounting to the two agreements which resulted in the Company recording a non-cash charge of $2.6 million arising on the review of our quarterly financial statements by our registered independent public accountants.  This charge reflects the amount that would be payable by the Company if we had terminated these agreements on June 30, 2005.  We do not intend to terminate these agreements prior to their stated maturity.  If not remediated, the control deficiency discussed above could result in a material misstatement to annual or interim financial statements that would
not be prevented or detected.



To remedy the material weakness identified above, the Company plans to implement additional processes to review and document the appropriate accounting treatment for the interest rate collar agreements during the third quarter.  Management believes this process will remediate the material weakness discussed above.  In its evaluation, management identified no other deficiencies in its disclosure controls and procedures and internal control over financial reporting.

-21-
(b)
  Internal Control Over Financial Reporting. Other than as noted in 4(a) above,
  there have not been any changes in the Companys internal control over
  financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
  under the Exchange Act) during the fiscal quarter to which this report relates
  that have materially affected, or are reasonably likely to materially affect,
  the Companys internal control over financial reporting.
-22-
PART II.   OTHER INFORMATION
Item 1.   Legal Proceedings.
This information should be read in conjunction with the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.
On
April 20, 2005 an order was entered substantially granting the Companys motion to dismiss approximately
36,000 of the original 73,000 proofs of claim. As a result of further stipulations and orders, there
are approximately 26,000 claims remaining. In addition, there are pending proceedings to reduce the
number of claims to approximately 20,000. In addition to the claims against the Company and others
seeking damages allegedly arising from chemical releases from the Companys Richmond facility
in 2001, certain Richmond claimants also commenced a class action in California State Court against
third parties that the Richmond claimants allege to have received fraudulent transfers of the Companys
assets or aided in such transfers. The Company believes that the fraudulent transfer claims and causes
of action asserted in the state law complaint are foreclosed by the Companys Plan of Reorganization
and certain Bankruptcy Court orders, including the order confirming the Plan of Reorganization. Accordingly,
the Company has filed a motion with the Bankruptcy Court, which was heard May 18, 2005, seeking to
enforce the Plan of Reorganization and Bankruptcy Court orders to preclude the continued prosecution
of the asserted fraudulent transfer claims. That motion is under submission.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
NONE
Item 3.   Defaults Upon Senior Securities.
NONE
Item 4.   Submission of Matters to a Vote of Security Holders.
On May 6, 2005, the Company held its annual meeting of stockholders at the Sheraton Parsippany Hotel,
199 Smith Road, Parsippany, New Jersey.
Proxies for the meeting were solicited on behalf of the Board of Directors of the Company pursuant
to Regulation 14A of the General Rules and Regulations of the Commission. There was no solicitation
in opposition to the Board of Directors nominees for election as directors as listed in the
Proxy Statement, and the nominees were elected.
The stockholders voted, in person or by proxy, on a proposal to elect three Class II directors to serve
until the 2008 annual meeting of stockholders or until their respective successors are elected and
duly qualified.
The results of the voting are shown below:
Name
    
    For
    
    Withheld VoteJohn G. Johnson, Jr.
    
    8,921,987
    
    43,870Henry L. Druker
    
    8,956,906
    
    8,951Richard R. Russell
    
    8,955,691
    
    10,166-23-
Item 5.   Other Information.
NONE
Item 6.   Exhibits.
Exhibit No.
  Description2.1
Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al.,
and Noma Company, Debtors, dated August 28, 2003, as filed with the United States Bankruptcy Court
for the District of Delaware on August 28, 2003 (incorporated by reference to Exhibit 2.1 of the
Registrants Form 8-K, filed with the Commission on October 21, 2003).2.2
First Modification to Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of
GenTek Inc., et al., and Noma Company, Debtors, dated October 3, 2003 as filed with the United States
Bankruptcy Court for the District of Delaware on October 3, 2003 (incorporated by reference to Exhibit
2.2 of the Registrants Form 8-K, filed with the Commission on October 21, 2003).2.3
Order confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek
Inc., et al., and Noma Company, Debtors, as Modified, as entered by the United States Bankruptcy
Court for the District of Delaware on October 7, 2003 (incorporated by reference to Exhibit 2.3 of
the Registrants Form 8-K, filed with the Commission on October 21, 2003).3.1
Second Amended and Restated Certificate of Incorporation of GenTek Inc., effective as of November 7,
2003 (incorporated by reference to the Registrants Form 8-A to amend its Form 10, dated November
10, 2003, as filed with the Securities and Exchange Commission).3.2
Amended and Restated By-Laws of GenTek Inc., effective as of November 10, 2003 (incorporated by reference
to the Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the
Securities and Exchange Commission).4.1
GenTek Inc. Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to
the Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities
and Exchange Commission).4.2
GenTek Inc. Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to
the Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities
and Exchange Commission).10.1
Form of Registration Rights Agreement by and among the Company and the holders named therein dated
as of November 10, 2003 (incorporated by reference to the Registrants Form 8-A to amend its
Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).-24-
10.2
GenTek Inc. 2003 Management and Directors Incentive Plan (incorporated by reference to the Registrants
Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).10.3
GenTek Key Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the Registrants
Form 10-K/A dated April 30, 2003, as filed with the Securities and Exchange Commission).10.4
Form of Indemnification Agreement (incorporated by reference to the Registrants Form 10-K dated
December 31, 2003, as filed with the Securities and Exchange Commission).10.5
GenTek Performance Plan (incorporated by reference to the Exhibit 10.3 to the Registrants Amendment
No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and Exchange Commission).10.6
Tax Sharing Agreement between GenTek Inc. and the General Chemical Group Inc. (incorporated by reference
to the Exhibit 10.6 to the Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as
filed with the Securities and Exchange Commission).10.7
Share Purchase Agreement by and among ADC Telecommunications Inc., Krone International Holding Inc.,
Krone Digital Communications Inc., GenTek Holding Corporation, and GenTek Inc., dated March 25, 2004
(incorporated by reference to Exhibit 10.14 of the Registrants Form 10-Q for the period ended
March 31, 2004, as filed with Securities and Exchange Commission).10.8
Employment Agreement with Richard R. Russell (incorporated by reference to the Registrants Form
10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).10.9
Amendment to Employment Agreement with Richard R. Russell (incorporated by reference to the Registrants
Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).10.10
Form of Director Restricted Stock Agreement (incorporated by reference to the Registrants Form
10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).10.11
Form of Emergence Shares Restricted Stock Agreement (incorporated by reference to the Registrants
Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).10.12
Form of Restricted Stock Agreement (incorporated by reference to the Registrants Form 10-Q dated
June 30, 2004, as filed with the Securities and Exchange Commission).10.13
  Form of Stock Option Agreement (incorporated by reference to the Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).-25-
10.14
Form of Performance Cash Award Agreement (incorporated by reference to the Registrants Form 10-Q
dated June 30, 2004, as filed with the Securities and Exchange Commission).10.15
Retention Agreement with Matthew R. Friel (incorporated by reference to the Registrants Form
10-Q dated September 30, 2004, as filed with the Securities and Exchange Commission).10.16
Form of Letter Agreement and Term Sheet with Matthew R. Friel (incorporated by reference to the Registrants
Form 10-Q dated September 30, 2004, as filed with the Securities and Exchange Commission).10.17
Master Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation, General Chemical
LLC, and Honeywell International Inc. (incorporated by reference to the Registrants Form 10-Q
dated September 30, 2004, as filed with the Securities and Exchange Commission).10.18
First Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other
guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners
L.P., as joint lead arranger, General Electric Capital Corporation, as co-administrative agent, and
Bank of America, N.A., as co-administrative agent and collateral agent, dated February 28, 2005 (incorporated
by reference to the Registrants Form 10-K dated December 31, 2004, as filed with the Securities
and Exchange Commission).10.19
Second Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the
other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit
Partners L.P., as joint lead arranger, sole bookrunner, syndication agent, administrative agent and
as collateral agent, Bank of America Securities LLC, as joint lead arranger and Bank of America,
N.A., as documentation agent, dated February 28, 2005 (incorporated by reference to the Registrants
Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).10.20
Letter Agreement with Richard R. Russell, dated May 23, 2005.10.21
Employment Agreement with William E. Redmond, Jr., dated May 23, 2005.31.1
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
  Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.-26-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned there unto duly authorized.
GENTEK INC.RegistrantDate
    August 9, 2005
    /s/
    William E. Redmond, Jr.William E. Redmond, Jr.President and Chief Executive Officer and Director(Principal Executive Officer)Date
    August 9, 2005
    /s/
    Matthew M. WalshMatthew M. WalshVice President and Chief Financial Officer(Principal Financial and Accounting Officer)-27-