---

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

(Mark One)

|  |  |                                                       
|- |  | ------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER
 SECTION 13 OR 15(d)           
|  |  | OF THE SECURITIES
 EXCHANGE ACT OF 1934               
|  |  | For the quarterly period ended September
 30, 2008    
|  |  | OR                                                    
|o |  | 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.
|                                                                                                                                                                                                                                                                                                                                                              | Yes x    No o

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One):

|                         |                           
|------------------------ | --------------------------
|Large accelerated filero | Accelerated filerx        
|Non-accelerated filero   | Smaller reporting companyo

|                                                                                                                                                                                                                                                             |              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------
|Indicate by
 check mark whether the registrant is a shell company (as defined in Rule
 12b-2 of the Exchange Act).                                                                                                                                          
|                                                                                                                                                                                                                                                             | Yes o   No x 
|                                                                                                                                                                                                                                                             |              
|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.
|                                                                                                                                                                                                                                                             | Yes x    No o

The number of
outstanding shares of the Registrants Common Stock as of October 31, 2008 was
10,321,033.

---

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GENTEK INC.

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

INDEX

|                               |                                                                                                            |                                                                                        |      |      
|------------------------------ | ---------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | ---- | -----
|                               |                                                                                                            | Page No.                                                                              
|                               |                                                                                                            |                                                                                       
|PART I. FINANCIAL INFORMATION: |                                                                                                            |                                                                                       
|                               |                                                                                                            |                                                                                       
|                               | Item 1.                                                                                                    | Financial Statements                                                                   |      |      
|                               |                                                                                                            |                                                                                        |      |      
|                               | Condensed Consolidated Statements of
Operations 
 Three and Nine Months Ended September 30, 2008 and 2007 |                                                                                        | 1   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Condensed Consolidated Balance
Sheets  September 30,
 2008 and December 31, 2007                          |                                                                                        | 2   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Condensed Consolidated Statements of
Cash Flows 
 Nine Months Ended September 30, 2008 and 2007           |                                                                                        | 3-4 
|                               |                                                                                                            |                                                                                        |      |      
|                               | Condensed Consolidated Statement of
Changes in Equity
  Nine Months Ended September 30, 2008              |                                                                                        | 5   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Notes to the Condensed Consolidated
Financial
 Statements                                                  |                                                                                        | 6-15
|                               |                                                                                                            |                                                                                        |      |      
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 2.                                                                                                    | Managements Discussion and Analysis of Financial
 Condition and Results of Operations |      | 16-24
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 3.                                                                                                    | Quantitative and Qualitative Disclosures About Market
 Risk                            |      | 24-25
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 4.                                                                                                    | Controls and Procedures                                                                |      | 25   
|                               |                                                                                                            |                                                                                        |      |      
|PART II. OTHER INFORMATION:    |                                                                                                            |                                                                                       
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 1.                                                                                                    | Legal Proceedings                                                                      |      | 26   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 1A.                                                                                                   | Risk Factors                                                                           |      | 26   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 2.                                                                                                    | Unregistered Sales of Equity
 Securities and Use of Proceeds                           |      | 26   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 3.                                                                                                    | Defaults Upon Senior
Securities                                                        |      | 26   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 4.                                                                                                    | Submission of Matters to a Vote of Security
Holders                                    |      | 26   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 5.                                                                                                    | Other Information                                                                      |      | 27   
|                               |                                                                                                            |                                                                                        |      |      
|                               | Item 6.                                                                                                    | Exhibits                                                                               |      | 27-29
|                               |                                                                                                            |                                                                                        |      |      
|SIGNATURES                     |                                                                                                            | 30                                                                                    

---



PART I. FINANCIAL
INFORMATION

Item 1. Financial Statements.

GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)
(unaudited)

|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | -------------------------------- | - | ------- | - | ---- | ------- | - | - | ------- | -
|                                                                                                                        |  | Three Months Ended
 September 30, |         | Nine Months Ended
 September 30, |  
|                                                                                                                        |  |                                   |         |                                  |  
|                                                                                                                        |  | 2008                              |         | 2007                             |   | 2008    |   | 2007 |        
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |        
|Net revenues                                                                                                            |  | $                                 | 178,743 |                                  | $ | 151,334 |   | $    | 491,987 |   | $ | 465,723 |  
|Cost of
 sales                                                                                                          |  |                                   | 147,562 |                                  |   | 128,738 |   |      | 412,672 |   |   | 388,110 |  
|Selling,
 general and administrative expense                                                                            |  |                                   | 12,855  |                                  |   | 13,153  |   |      | 38,622  |   |   | 38,710  |  
|Net (gain)
 loss on disposition of long-term assets                                                                     |  |                                   | (19     | )                                |   | (10,068 | ) |      | 1,646   |   |   | (10,036 | )
|Restructuring
 and impairment charges                                                                                   |  |                                   | 898     |                                  |   | 1,708   |   |      | 1,407   |   |   | 4,577   |  
|Pension and
 postretirement liability curtailment (gains)                                                               |  |                                   |        |                                  |   | (2,565  | ) |      | (36     | ) |   | (3,260  | )
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Operating profit                                                                                                        |  |                                   | 17,447  |                                  |   | 20,368  |   |      | 37,676  |   |   | 47,622  |  
|Interest
 expense                                                                                                       |  |                                   | 4,036   |                                  |   | 5,404   |   |      | 12,448  |   |   | 17,752  |  
|Interest
 income                                                                                                        |  |                                   | 11      |                                  |   | 42      |   |      | 176     |   |   | 399     |  
|Other
 (income) expense, net                                                                                            |  |                                   | 691     |                                  |   | 44      |   |      | 256     |   |   | (178    | )
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations before
 income taxes                                                                  |  |                                   | 12,731  |                                  |   | 14,962  |   |      | 25,148  |   |   | 30,447  |  
|Income tax
 provision                                                                                                   |  |                                   | 5,429   |                                  |   | 6,387   |   |      | 8,130   |   |   | 12,779  |  
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from continuing operations                                                                                       |  |                                   | 7,302   |                                  |   | 8,575   |   |      | 17,018  |   |   | 17,668  |  
|Income (loss) from discontinued operations
 (net of tax provision (benefit) of $0, $1,098, $0 and $(225), respectively) |  |                                   |        |                                  |   | 608     |   |      |        |   |   | (6,701  | )
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                              |  | $                                 | 7,302   |                                  | $ | 9,183   |   | $    | 17,018  |   | $ | 10,967  |  
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income per
 common share  basic:                                                                                       |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from
 continuing operations                                                                                      |  | $                                 | 0.72    |                                  | $ | 0.83    |   | $    | 1.68    |   | $ | 1.71    |  
|Income
 (loss) from discontinued operations                                                                             |  |                                   |        |                                  |   | 0.06    |   |      |        |   |   | (0.65   | )
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                              |  | $                                 | 0.72    |                                  | $ | 0.89    |   | $    | 1.68    |   | $ | 1.06    |  
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income per
 common share  assuming dilution:                                                                           |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Income from
 continuing operations                                                                                      |  | $                                 | 0.67    |                                  | $ | 0.75    |   | $    | 1.55    |   | $ | 1.52    |  
|Income
 (loss) from discontinued operations                                                                             |  |                                   |        |                                  |   | 0.05    |   |      |        |   |   | (0.58   | )
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  
|Net income                                                                                                              |  | $                                 | 0.67    |                                  | $ | 0.80    |   | $    | 1.55    |   | $ | 0.95    |  
|                                                                                                                        |  |                                   |         |                                  |   |         |   |      |         |   |   |         |  

See the accompanying notes to the condensed consolidated financial statements.

-1-

---



GENTEK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share data)
(unaudited)

|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ------- | ------------------- | - | ------- | -
|                                                                                                                                                                 |  | September
 30,
 2008 |         | December
 31,
 2007 |  
|                                                                                                                                                                 |  |                      |         |                     |  
|ASSETS                                                                                                                                                           |  |                      |         |                     |   |         |  
|Current assets:                                                                                                                                                  |  |                      |         |                     |   |         |  
|Cash and cash equivalents                                                                                                                                        |  | $                    | 8,309   |                     | $ | 16,089  |  
|Receivables, net                                                                                                                                                 |  |                      | 91,640  |                     |   | 74,004  |  
|Inventories                                                                                                                                                      |  |                      | 46,662  |                     |   | 51,184  |  
|Deferred income taxes                                                                                                                                            |  |                      | 39,420  |                     |   | 39,675  |  
|Assets held for sale                                                                                                                                             |  |                      |        |                     |   | 5,617   |  
|Other current assets                                                                                                                                             |  |                      | 8,561   |                     |   | 6,320   |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total current assets                                                                                                                                             |  |                      | 194,592 |                     |   | 192,889 |  
|Property, plant and
 equipment, net                                                                                                                              |  |                      | 222,679 |                     |   | 218,525 |  
|Goodwill                                                                                                                                                         |  |                      | 147,482 |                     |   | 147,158 |  
|Intangible assets, net                                                                                                                                           |  |                      | 42,780  |                     |   | 48,488  |  
|Other assets                                                                                                                                                     |  |                      | 6,790   |                     |   | 6,919   |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total assets                                                                                                                                                     |  | $                    | 614,323 |                     | $ | 613,979 |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|                                                                                                                                                                
|LIABILITIES AND EQUITY                                                                                                                                           |  |                      |         |                     |   |         |  
|Current liabilities:                                                                                                                                             |  |                      |         |                     |   |         |  
|Accounts payable                                                                                                                                                 |  | $                    | 42,323  |                     | $ | 44,707  |  
|Accrued liabilities                                                                                                                                              |  |                      | 58,369  |                     |   | 52,260  |  
|Current portion of long-term debt                                                                                                                                |  |                      | 2,877   |                     |   | 2,851   |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total current liabilities                                                                                                                                        |  |                      | 103,569 |                     |   | 99,818  |  
|Long-term debt                                                                                                                                                   |  |                      | 235,124 |                     |   | 237,281 |  
|Pension and postretirement
 liabilities                                                                                                                          |  |                      | 54,253  |                     |   | 51,270  |  
|Other liabilities                                                                                                                                                |  |                      | 72,357  |                     |   | 80,001  |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total liabilities                                                                                                                                                |  |                      | 465,303 |                     |   | 468,370 |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Equity:                                                                                                                                                          |  |                      |         |                     |   |         |  
|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:
 10,479,462 and 10,605,265 shares at September 30, 2008 and December 31, 2007,
 respectively |  |                      | 80,819  |                     |   | 86,444  |  
|Warrants                                                                                                                                                         |  |                      | 7,003   |                     |   | 7,776   |  
|Accumulated other comprehensive income                                                                                                                           |  |                      | 14,871  |                     |   | 21,510  |  
|Retained earnings                                                                                                                                                |  |                      | 47,908  |                     |   | 30,890  |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Treasury stock, at cost: 46,116 and 35,081 shares at September
 30, 2008 and December 31, 2007, respectively                                                     |  |                      | (1,581  | )                   |   | (1,011  | )
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total equity                                                                                                                                                     |  |                      | 149,020 |                     |   | 145,609 |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  
|Total liabilities and equity                                                                                                                                     |  | $                    | 614,323 |                     | $ | 613,979 |  
|                                                                                                                                                                 |  |                      |         |                     |   |         |  

See the accompanying notes to the condensed consolidated financial statements.

-2-

---



GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
(unaudited)

|                                                                                   |  |                                  |         |      |   |          |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | -------- | -
|                                                                                   |  | Nine Months Ended
 September 30, |        
|                                                                                   |  |                                  |        
|                                                                                   |  | 2008                             |         | 2007 |  
|                                                                                   |  |                                  |         |      |  
|Cash flows
 from operating activities:                                             |  |                                  |         |      |   |          |  
|Net income                                                                         |  | $                                | 17,018  |      | $ | 10,967   |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                                  |         |      |   |          |  
|Loss from discontinued operations                                                  |  |                                  |        |      |   | 6,701    |  
|Pension and postretirement liability
 curtailment gains                            |  |                                  | (36     | )    |   | (3,260   | )
|Depreciation and amortization                                                      |  |                                  | 25,693  |      |   | 27,456   |  
|Asset impairment charge                                                            |  |                                  |        |      |   | 925      |  
|Net loss (gain) on disposition of long-term
 assets                                |  |                                  | 1,646   |      |   | (10,036  | )
|Long-term incentive plan costs, net                                                |  |                                  | 2,932   |      |   | 2,972    |  
|Excess tax benefit from long-term incentive
 plan                                  |  |                                  | (141    | )    |   | (618     | )
|Increase in receivables                                                            |  |                                  | (25,974 | )    |   | (9,736   | )
|Increase in inventories                                                            |  |                                  | (1,776  | )    |   | (3,547   | )
|Increase in deferred tax assets                                                    |  |                                  | (802    | )    |   | (3,461   | )
|Increase (decrease) in accounts payable                                            |  |                                  | 7,168   |      |   | (3,007   | )
|Increase in accrued liabilities                                                    |  |                                  | 5,569   |      |   | 7,521    |  
|Decrease in other liabilities and assets,
 net                                     |  |                                  | (11,808 | )    |   | (2,952   | )
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash provided by continuing operations                                         |  |                                  | 19,489  |      |   | 19,925   |  
|Net cash used for discontinued operations                                          |  |                                  |        |      |   | (1,937   | )
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash provided by operating activities                                          |  |                                  | 19,489  |      |   | 17,988   |  
|                                                                                   |  |                                  |         |      |   |          |  
|Cash flows
 from investing activities:                                             |  |                                  |         |      |   |          |  
|Capital expenditures                                                               |  |                                  | (35,487 | )    |   | (21,032  | )
|Proceeds from sales of long-term assets                                            |  |                                  | 20,478  |      |   | 14,997   |  
|Acquisition of businesses, net of cash
 acquired*                                  |  |                                  |        |      |   | (3,203   | )
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash used for continuing operations                                            |  |                                  | (15,009 | )    |   | (9,238   | )
|Net cash provided by discontinued operations                                       |  |                                  |        |      |   | 96,945   |  
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash provided by (used for) investing activities                               |  |                                  | (15,009 | )    |   | 87,707   |  
|                                                                                   |  |                                  |         |      |   |          |  
|Cash flows
 from financing activities:                                             |  |                                  |         |      |   |          |  
|Proceeds from revolving credit facility                                            |  |                                  | 65,500  |      |   | 77,750   |  
|Repayment of revolving credit facility                                             |  |                                  | (65,500 | )    |   | (87,750  | )
|Issuance of long-term debt                                                         |  |                                  |        |      |   | 50,000   |  
|Repayment of long-term debt                                                        |  |                                  | (2,129  | )    |   | (135,102 | )
|Deferred financing costs                                                           |  |                                  |        |      |   | (378     | )
|Exercise of stock options and warrants                                             |  |                                  | 721     |      |   | 694      |  
|Excess tax benefits from long-term
 incentive plan                                 |  |                                  | 141     |      |   | 618      |  
|Acquisition of treasury stock                                                      |  |                                  | (570    | )    |   | (716     | )
|Repurchase and retirement of common stock                                          |  |                                  | (10,131 | )    |   | (2,250   | )
|Other                                                                              |  |                                  | 3       |      |   |         |  
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash used for continuing operations                                            |  |                                  | (11,965 | )    |   | (97,134  | )
|Net cash used for discontinued operations                                          |  |                                  |        |      |   | (1,393   | )
|                                                                                   |  |                                  |         |      |   |          |  
|Net cash used for financing activities                                             |  |                                  | (11,965 | )    |   | (98,527  | )
|                                                                                   |  |                                  |         |      |   |          |  
|Effect of
 exchange rate changes on cash                                           |  |                                  | (295    | )    |   | 531      |  
|                                                                                   |  |                                  |         |      |   |          |  
|Increase
 (decrease) in cash and cash equivalents                                  |  |                                  | (7,780  | )    |   | 7,699    |  
|Cash and
 cash equivalents at beginning of period                                  |  |                                  | 16,089  |      |   | 5,237    |  
|                                                                                   |  |                                  |         |      |   |          |  
|Cash and
 cash equivalents at end of period                                        |  | $                                | 8,309   |      | $ | 12,936   |  
|                                                                                   |  |                                  |         |      |   |          |  

-3-

---



GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
(unaudited)

|                                                   |  |                                  |        |      |   |        |  
|-------------------------------------------------- |  | -------------------------------- | ------ | ---- | - | ------ | -
|                                                   |  | Nine Months Ended
 September 30, |       
|                                                   |  |                                  |       
|                                                   |  | 2008                             |        | 2007 |  
|                                                   |  |                                  |        |      |  
|Supplemental
 information:                         |  |                                  |        |      |   |        |  
|Cash paid for income taxes                         |  | $                                | 3,941  |      | $ | 3,532  |  
|                                                   |  |                                  |        |      |   |        |  
|Cash paid for interest                             |  | $                                | 11,369 |      | $ | 18,677 |  
|                                                   |  |                                  |        |      |   |        |  
|Capital expenditures incurred but not yet
 paid    |  | $                                | 2,966  |      | $ | 3,066  |  
|                                                   |  |                                  |        |      |   |        |  
|                                                  
|*Acquisition
 of businesses, net of cash acquired: |  |                                  |        |      |   |        |  
|Working capital, other than cash                   |  | $                                |       |      | $ | (215   | )
|Property, plant and equipment                      |  |                                  |       |      |   | (87    | )
|Other assets                                       |  |                                  |       |      |   | (2,901 | )
|                                                   |  |                                  |        |      |   |        |  
|Total cash used to acquire businesses              |  | $                                |       |      | $ | (3,203 | )
|                                                   |  |                                  |        |      |   |        |  

See the accompanying notes to the condensed consolidated financial statements.

-4-

---



GENTEK INC. 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the Nine Months Ended September 30, 2008
(In thousands)
(unaudited)

|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  
|--------------------------------------------------------------------------- |  | ------------- | ------- | -------- | - | --------------- | - | ----------------------------------------- | ------ | ------------------ | - | ------ | - | - | ------ |  | - | ------- | -
|                                                                            |  | Common
 Stock |         | Warrants |   | Treasury
 Stock |   | Accumulated
 Other
 Comprehensive
 Income |        | Retained
 Earnings |   | Total  |  
|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |  
|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  
|Balance at December 31, 2007                                                |  | $             | 86,444  |          | $ | 7,776           |   | $                                         | (1,011 | )                  | $ | 21,510 |   | $ | 30,890 |  | $ | 145,609 |  
|Components of comprehensive income:                                         |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  
|Net income                                                                  |  |               |        |          |   |                |   |                                           |       |                    |   |       |   |   | 17,018 |  |   | 17,018  |  
|Pension and postretirement liability adjustments
(net of tax of
 $(4,056))  |  |               |        |          |   |                |   |                                           |       |                    |   | (6,199 | ) |   |       |  |   | (6,199  | )
|Foreign currency translation adjustments (net of tax
of $(30))              |  |               |        |          |   |                |   |                                           |       |                    |   | (46    | ) |   |       |  |   | (46     | )
|Change in unrealized loss on derivative instruments
(net of tax of
 $(257)) |  |               |        |          |   |                |   |                                           |       |                    |   | (394   | ) |   |       |  |   | (394    | )
|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  
|Comprehensive income                                                        |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   | 10,379  |  
|Long-term incentive plan grants, net                                        |  |               | 3,009   |          |   |                |   |                                           |       |                    |   |       |   |   |       |  |   | 3,009   |  
|Exercise and cancellation of warrants                                       |  |               | 1,315   |          |   | (773            | ) |                                           |       |                    |   |       |   |   |       |  |   | 542     |  
|Exercise of stock options                                                   |  |               | 179     |          |   |                |   |                                           |       |                    |   |       |   |   |       |  |   | 179     |  
|Acquisition of treasury stock                                               |  |               |        |          |   |                |   |                                           | (570   | )                  |   |       |   |   |       |  |   | (570    | )
|Repurchase and retirement of common stock                                   |  |               | (10,131 | )        |   |                |   |                                           |       |                    |   |       |   |   |       |  |   | (10,131 | )
|Other                                                                       |  |               | 3       |          |   |                |   |                                           |       |                    |   |       |   |   |       |  |   | 3       |  
|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  
|Balance at September 30, 2008                                               |  | $             | 80,819  |          | $ | 7,003           |   | $                                         | (1,581 | )                  | $ | 14,871 |   | $ | 47,908 |  | $ | 149,020 |  
|                                                                            |  |               |         |          |   |                 |   |                                           |        |                    |   |        |   |   |        |  |   |         |  

See the accompanying notes to the condensed consolidated financial
statements.

-5-

---



GENTEK INC.
NOTES TO THE CONDENSED 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 nine months ended September 30,
2008 are not indicative of the results that may be expected for the year ending
December 31, 2008. 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, 2007.

Note 2  Summary of Significant Accounting Policies

In
September 2006, the FASB issued SFAS No. 157, Fair
Value Measurements, (SFAS 157), to define fair value, establish a
framework for measuring fair value in accordance with generally accepted
accounting principles and expand disclosures about fair value measurements.
SFAS 157 requires quantitative disclosures using a tabular format in all
periods (interim and annual) and qualitative disclosures about the valuation
techniques used to measure fair value in all annual periods. Certain provisions
of this Statement were effective for financial statements issued for fiscal
years beginning after November 15, 2007 and interim periods within those fiscal
years. In February 2008, the FASB deferred the implementation of SFAS 157 for
all non-financial assets and non-financial liabilities, except those recognized
or disclosed at fair value in the financial statements on a recurring basis (at
least annually). The implementation of SFAS 157 for financial assets and
financial liabilities, effective January 1, 2008, did not have a material
impact on our consolidated financial position and results of operations. The
Company is currently assessing the impact of adopting SFAS 157 for
non-financial assets and non-financial liabilities on its consolidated
financial position and results of operations.

The
Company endeavors to utilize the best available information in measuring fair
value. Financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurement.
The Company has valued its financial liability using the income approach and
information classified as level 2 in the fair value hierarchy. The following
table sets forth the Companys financial liability that was accounted for at
fair value as of September 30, 2008:

|                                |      
|------------------------------- | -----
|Interest rate collar agreements | 3,051

In
September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pensions and Other Postretirement Plans-an
Amendment of FASB Statements No. 87, 88, 106 and 132(R), (SFAS
158). For fiscal years ending after December 15, 2008, SFAS 158 will require
employers to measure the plan assets and obligations as of the date of the
employers fiscal year end. The Company has historically used a measurement
date of October 31. The Company does not anticipate the change in the fiscal
year end measurement date to have a material impact on the Companys results of
operations or financial condition.

-6-

---



GENTEK INC. 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)

In
February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities  including an
Amendment of SFAS No. 115, (SFAS 159), which permits an entity to
measure many financial assets and financial liabilities at fair value that are
not currently required to be measured at fair value. Entities that elect the
fair value option will report unrealized gains and losses in earnings at each
subsequent reporting date. The fair value option may be elected on an
instrument-by-instrument basis, with few exceptions. SFAS 159 amends previous
guidance to extend the use of the fair value option to available-for-sale and
held-to-maturity securities. The Statement also establishes presentation and
disclosure requirements to help financial statement users understand the effect
of the election. SFAS 159 is effective as of the beginning of the first fiscal
year beginning after November 15, 2007. The adoption of this statement did not
have a material impact on the Companys results of operations or financial
condition. The Company did not elect the fair value option for any assets or
liabilities.

In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141R). SFAS
141R establishes principles and requirements for how an acquirer recognizes and
measures the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R
also establishes disclosure requirements to enable the evaluation of the nature
and financial effects of the business combination. SFAS 141R is to be applied
prospectively to business combinations for which the acquisition date is on or
after an entitys fiscal year that begins after December 15, 2008. The Company
will assess the impact of SFAS 141R if and when a future acquisition occurs
after the date of adoption.

In
December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsan amendment of ARB No. 51
(SFAS 160). SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company does not
anticipate that the adoption of this statement will have a material impact on
the Companys results of operations or financial condition.

In
March 2008, the FASB issued SFAS No. 161, Disclosures
About Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133 (SFAS No. 161). SFAS No. 161 expands quarterly
disclosure requirements in SFAS No. 133 about an entitys derivative
instruments and hedging activities. SFAS No. 161 is effective for fiscal years
beginning after November 15, 2008. The Company is currently assessing the
impact of adopting SFAS No. 161 on its financial statements.

In
April 2008, the FASB issued FSP FAS 142-3, Determination
of the Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS
142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, Goodwill
and Other Intangible Assets (SFAS 142). The intent of FSP FAS
142-3 is to improve the consistency between the useful life of a recognized
intangible asset under SFAS 142 and the period of expected cash flows used to
measure the fair value of the asset under SFAS 141(R) and other applicable
accounting literature. FSP FAS 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008. The Company does not
anticipate that the adoption of FSP FAS 142-3 will have an impact on its
results of operations or financial condition.

-7-

---



GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)

In
May 2008, the FASB issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles, (SFAS 162).
SFAS 162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements. SFAS
162 is effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. The Company does not
expect that this standard with have a material impact on its results of
operations, financial position or cash flow.

On
February 29, 2008, the Company completed the sale of its antiperspirant actives
product line to Summit Research Labs, Inc. for $18,000, subject to a working
capital adjustment. As part of this transaction, the Company continued to
operate the antiperspirant actives manufacturing unit through September 30,
2008 under a transition services contract. This business continues to be
classified as continuing operations. The Company recorded a loss on disposition
of long-term assets as a result of this sale in the amount of $1,930.

Included
in selling, general and administrative expense for the nine months ended
September 30, 2007 is a gain of $736 for a settlement related to prior
insurance costs.

Certain
intercompany inventory transfer transactions were not appropriately recorded
during the year ended December 31, 2007. The impact of correcting this
immaterial error was to decrease cost of sales by $894 for the nine months
ended September 30, 2008. Management has concluded that the error was not
material to the December 31, 2007 financial statements.

Note 3  Comprehensive Income

Total
comprehensive income is comprised of net income, pension and postretirement
liability adjustments, foreign currency translation adjustments and the change
in unrealized gains and losses on derivative financial instruments. Total
comprehensive income for the three months ended September 30, 2008 and 2007 was
$6,205 and $7,221, respectively. Total comprehensive income for the nine months
ended September 30, 2008 and 2007 was $10,379 and $16,502, 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
warrants, stock options and restricted stock, using the treasury stock method.

-8-

---



GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Dollars
in thousands, except per share data)
(unaudited)

The
shares outstanding used for basic and diluted earnings per common share are
reconciled as follows:

|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|------------------------------------------ |  | ---------------------------------- | ---------- | --------------------------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                           |  | Three
 Months Ended
 September 30, |            | Nine
 Months Ended
 September 30, | 
|                                           |  |                                    |            |                                   | 
|                                           |  | 2008                               |            | 2007                              |  | 2008       |  | 2007 |           
|                                           |  |                                    |            |                                   |  |            |  |      |           
|Basic earnings per common share:           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Weighted average common shares outstanding |  |                                    | 10,130,419 |                                   |  | 10,372,085 |  |      | 10,105,310 |  |  | 10,304,094 | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Diluted earnings per common share:         |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Weighted average common shares outstanding |  |                                    | 10,130,419 |                                   |  | 10,372,085 |  |      | 10,105,310 |  |  | 10,304,094 | 
|Warrants                                   |  |                                    | 638,494    |                                   |  | 977,816    |  |      | 720,031    |  |  | 1,127,442  | 
|Options                                    |  |                                    | 80,251     |                                   |  | 94,519     |  |      | 82,719     |  |  | 105,741    | 
|Restricted stock                           |  |                                    | 57,455     |                                   |  | 53,016     |  |      | 65,335     |  |  | 57,047     | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Total                                      |  |                                    | 10,906,619 |                                   |  | 11,497,436 |  |      | 10,973,395 |  |  | 11,594,324 | 
|                                           |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 

For
the three months ended September 30, 2008 and 2007, potentially dilutive
securities totaling 347,906 and 228,652, respectively, were not included
    in the computation of diluted earnings per common share. For the nine months
    ended September 30, 2008 and 2007, potentially dilutive securities totaling
    304,697 and 139,237, respectively, were not included in the computation of
    diluted earnings per common share. These securities either had an antidilutive
    effect or were contingent restricted stock for which all necessary conditions
    had not been satisfied.

Note 5 
Inventories

|                        |  |  |  |  |  |  |  |                      |        |                     |   |        | 
|----------------------- |  |  |  |  |  |  |  | -------------------- | ------ | ------------------- | - | ------ | 
|                        |  |  |  |  |  |  |  | September
 30,
 2008 |        | December
 31,
 2007 |  
|                        |  |  |  |  |  |  |  |                      |        |                     |  
|Raw materials           |  |  |  |  |  |  |  | $                    | 26,330 |                     | $ | 30,930 | 
|Work in process         |  |  |  |  |  |  |  |                      | 6,052  |                     |   | 6,211  | 
|Finished products       |  |  |  |  |  |  |  |                      | 13,080 |                     |   | 12,717 | 
|Supplies and containers |  |  |  |  |  |  |  |                      | 1,200  |                     |   | 1,326  | 
|                        |  |  |  |  |  |  |  |                      |        |                     |   |        | 
|                        |  |  |  |  |  |  |  | $                    | 46,662 |                     | $ | 51,184 | 
|                        |  |  |  |  |  |  |  |                      |        |                     |   |        | 

Note 6 
Long-Term Debt

|                                           |  |  |  |  |            |           |                      |   |                     |  |   |         | 
|------------------------------------------ |  |  |  |  | ---------- | --------- | -------------------- | - | ------------------- |  | - | ------- | 
|                                           |  |  |  |  | Maturities |           | September
 30,
 2008 |   | December
 31,
 2007 | 
|                                           |  |  |  |  |            |           |                      |   |                     | 
|Revolving credit facility  floating rates |  |  |  |  |            | 2010      |                      | $ |                    |  | $ |        | 
|First lien term loans  floating rates     |  |  |  |  |            | 2011      |                      |   | 237,112             |  |   | 238,928 | 
|Other debt  various rates                 |  |  |  |  |            | 2008-2018 |                      |   | 889                 |  |   | 1,204   | 
|                                           |  |  |  |  |            |           |                      |   |                     |  |   |         | 
|Total debt                                 |  |  |  |  |            |           |                      |   | 238,001             |  |   | 240,132 | 
|Less: current portion                      |  |  |  |  |            |           |                      |   | 2,877               |  |   | 2,851   | 
|                                           |  |  |  |  |            |           |                      |   |                     |  |   |         | 
|Net long-term debt                         |  |  |  |  |            |           |                      | $ | 235,124             |  | $ | 237,281 | 
|                                           |  |  |  |  |            |           |                      |   |                     |  |   |         | 

As
of September 30, 2008, the weighted-average interest rate in effect for the
first lien term loans was 4.80 percent.

-9-

---



|                                                                     
|---------------------------------------------------------------------
|GENTEK INC.                                                          
|NOTES TO THE CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (continued)
|(Dollars in thousands, except per share data)                        
|(unaudited)                                                          

Note 7  Warrants

The
Company has the following warrants outstanding:

|          |  |                    |  |                             |  |                    |       |                             |           |               |   |       | 
|--------- |  | ------------------ |  | --------------------------- |  | ------------------ | ----- | --------------------------- | --------- | ------------- | - | ----- | 
|          |  |                    |  | September
 30, 2008         |  | December
 31, 2007 |      
|          |  |                    |  |                             |  |                    |      
|          |  | Expiration
 Date   |  | Number
 of 
 shares covered |  | Strike
 Price      |       | Number
 of 
 shares covered |           | Strike
 Price |  
|          |  |                    |  |                             |  |                    |       |                             |           |               |  
|Tranche B |  | November
 10, 2008 |  | 1,493,654                   |  | $                  | 19.98 |                             | 1,786,099 |               | $ | 19.98 | 
|Tranche C |  | November
 10, 2010 |  | 955,096                     |  | $                  | 22.03 |                             | 963,013   |               | $ | 22.03 | 

The
warrants were issued on November 10, 2003. During 2008, 83,326 shares of common
stock were issued upon exercise of warrants utilizing the cashless exercise
feature of the warrants and 27,059 shares of common stock were issued upon
exercise of the warrants for cash proceeds of $542.

Note 8  Stock Incentive Plans

During
the first nine months of 2008, the Company granted the following awards:

|                                                                                                                                                         |                                     |  |         |      |                                                    |       |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- |  | ------- | ---- | -------------------------------------------------- | ----- |  | 
|                                                                                                                                                         |                                     |  | Shares  |      | Weighted
 Average Exercise
 Price/Grant-Date Value |      
|                                                                                                                                                         |                                     |  |         |      |                                                    |      
|Stock options                                                                                                                                            |                                     |  | 80,120  |      | $                                                  | 29.67 | 
|Restricted stock                                                                                                                                         |                                     |  | 146,359 |      |                                                    | 29.56 | 
|                                                                                                                                                         |                                     |  |         |      |                                                    |       |  | 
|The
 fair value of each option grant was estimated using the Black-Scholes option
 pricing model that uses the assumptions noted in the following table.
|                                                                                                                                                         |                                     |  |         |      |                                                    |       |  | 
|                                                                                                                                                         | Dividend yield                      |  |         |     |                                                    |       |  | 
|                                                                                                                                                         | Expected volatility                 |  |         | 36   | %                                                  |       |  | 
|                                                                                                                                                         | Risk-free interest rate             |  |         | 2.87 | %                                                  |       |  | 
|                                                                                                                                                         | Expected holding period
 (in years) |  |         | 4    |                                                    |       |  | 
|                                                                                                                                                         | Weighted average fair
 value        |  | $       | 9.67 |                                                    |       |  | 

Compensation
cost recorded for stock-based compensation under the long-term incentive plan
was $944 and $1,192 for the three months ended September 30, 2008 and 2007,
respectively, and $2,932 and $2,972 for the nine months ended September 30,
2008 and 2007, respectively.

As
of September 30, 2008, there was $3,357 of total unrecognized compensation cost
that is expected to be recognized over a weighted average period of 1.9 years.
The remaining unrecognized compensation cost for performance based restricted
stock may vary each reporting period based on changes in the expected
achievement of performance measures.

-10-

---



|                                                                     
|---------------------------------------------------------------------
|GENTEK INC.                                                          
|NOTES TO THE CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (continued)
|(Dollars in thousands, except per share data)                        
|(unaudited)                                                          
|                                                                     
|Note 9 
 Segment Information                                        

|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|------------------------------------------------------------------ |  | ---------------------------------- | ------- | --------------------------------- | - | ------- | - | ---- | ------- | - | - | ------- | -
|                                                                   |  | Three
 Months Ended
 September 30, |         | Nine
 Months Ended
 September 30, |  
|                                                                   |  |                                    |         |                                   |  
|                                                                   |  | 2008                               |         | 2007                              |   | 2008    |   | 2007 |        
|                                                                   |  |                                    |         |                                   |   |         |   |      |        
|Net Revenues                                                       |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Valve actuation systems                                            |  | $                                  | 25,237  |                                   | $ | 32,421  |   | $    | 97,217  |   | $ | 119,384 |  
|Performance chemicals                                              |  |                                    | 143,829 |                                   |   | 106,358 |   |      | 363,636 |   |   | 298,462 |  
|Corporate and other                                                |  |                                    | 9,677   |                                   |   | 12,555  |   |      | 31,134  |   |   | 47,877  |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Consolidated                                                       |  | $                                  | 178,743 |                                   | $ | 151,334 |   | $    | 491,987 |   | $ | 465,723 |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|                                                                   |  | Three
 Months Ended
 September 30, |         | Nine
 Months Ended
 September 30, |  
|                                                                   |  |                                    |         |                                   |  
|                                                                   |  | 2008                               |         | 2007                              |   | 2008    |   | 2007 |        
|                                                                   |  |                                    |         |                                   |   |         |   |      |        
|Operating Profit                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Valve actuation systems                                            |  | $                                  | (2,233  | )                                 | $ | (797    | ) | $    | (4,041  | ) | $ | 3,264   |  
|Performance chemicals                                              |  |                                    | 20,779  |                                   |   | 22,198  |   |      | 44,358  |   |   | 45,423  |  
|Corporate and other                                                |  |                                    | (1,099  | )                                 |   | (1,033  | ) |      | (2,641  | ) |   | (1,065  | )
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Consolidated                                                       |  |                                    | 17,447  |                                   |   | 20,368  |   |      | 37,676  |   |   | 47,622  |  
|Interest expense                                                   |  |                                    | 4,036   |                                   |   | 5,404   |   |      | 12,448  |   |   | 17,752  |  
|Other expense (income), net                                        |  |                                    | 680     |                                   |   | 2       |   |      | 80      |   |   | (577    | )
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Consolidated income from continuing operations before income
taxes |  | $                                  | 12,731  |                                   | $ | 14,962  |   | $    | 25,148  |   | $ | 30,447  |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|                                                                   |  | Three
 Months Ended
 September 30, |         | Nine
 Months Ended
 September 30, |  
|                                                                   |  |                                    |         |                                   |  
|                                                                   |  | 2008                               |         | 2007                              |   | 2008    |   | 2007 |        
|                                                                   |  |                                    |         |                                   |   |         |   |      |        
|Capital Expenditures                                               |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Valve actuation systems                                            |  | $                                  | 2,329   |                                   | $ | 1,815   |   | $    | 6,880   |   | $ | 4,620   |  
|Performance chemicals                                              |  |                                    | 6,633   |                                   |   | 4,042   |   |      | 27,954  |   |   | 15,489  |  
|Corporate and other                                                |  |                                    | 166     |                                   |   | 687     |   |      | 653     |   |   | 923     |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  
|Consolidated                                                       |  | $                                  | 9,128   |                                   | $ | 6,544   |   | $    | 35,487  |   | $ | 21,032  |  
|                                                                   |  |                                    |         |                                   |   |         |   |      |         |   |   |         |  

-11-

---



|                                                                     
|---------------------------------------------------------------------
|GENTEK INC.                                                          
|NOTES TO THE CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (continued)
|(Dollars in thousands, except per share data)                        
|(unaudited)                                                          

|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|----------------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | -------------------- |  | ------------------- | ------- |  | - | ------- | 
|                              |  | Three
 Months Ended
 September 30, |       | Nine
 Months Ended
 September 30, |  
|                              |  |                                    |       |                                   |  
|                              |  | 2008                               |       | 2007                              |   | 2008                 |  | 2007                |        
|                              |  |                                    |       |                                   |   |                      |  |                     |        
|Depreciation and Amortization |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|Valve actuation systems       |  | $                                  | 3,077 |                                   | $ | 3,115                |  | $                   | 9,628   |  | $ | 10,013  | 
|Performance chemicals         |  |                                    | 4,760 |                                   |   | 5,319                |  |                     | 14,074  |  |   | 15,254  | 
|Corporate and other           |  |                                    | 662   |                                   |   | 884                  |  |                     | 1,991   |  |   | 2,189   | 
|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|Consolidated                  |  | $                                  | 8,499 |                                   | $ | 9,318                |  | $                   | 25,693  |  | $ | 27,456  | 
|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|                              |  |                                    |       |                                   |   | September
 30,
 2008 |  | December
 31,
 2007 |        
|                              |  |                                    |       |                                   |   |                      |  |                     |        
|Identifiable Assets           |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|Valve actuation systems       |  |                                    |       |                                   |   |                      |  | $                   | 258,465 |  | $ | 266,454 | 
|Performance chemicals(1)      |  |                                    |       |                                   |   |                      |  |                     | 309,053 |  |   | 297,442 | 
|Corporate and other           |  |                                    |       |                                   |   |                      |  |                     | 46,805  |  |   | 44,466  | 
|Assets held for sale          |  |                                    |       |                                   |   |                      |  |                     |        |  |   | 5,617   | 
|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 
|Consolidated                  |  |                                    |       |                                   |   |                      |  | $                   | 614,323 |  | $ | 613,979 | 
|                              |  |                                    |       |                                   |   |                      |  |                     |         |  |   |         | 

|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|   
|(1) | Includes equity method
 investments of $0 and $215 as of September 30, 2008 and December 31, 2007,
 respectively.

Note 10  Restructuring and Impairment Charges

During
the second quarter of 2008, the Company initiated a workforce reduction
affecting valve actuation systems employees. During the third quarter of 2008,
the Company initiated actions to close a production facility included in the
performance chemicals segment. The Company expects to substantially complete implementation
of these restructuring actions during 2008. The following tables summarize the
Companys costs and accruals for these restructuring actions:

|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|---------------------------------------------- |  | ------------------------- | ----- | ---------------------- | - | --------- |  | ----- | - |  | - | ----- | -
|                                               |  | Valve
 Actuation
 Systems |       | Performance
 Chemicals |   | Corporate |  | Total |  
|                                               |  |                           |       |                        |   |           |  |       |  
|                                               |  |                           |       |                        |   |           |  |       |  
|Employee Termination Costs                     |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|Cumulative costs incurred                      |  | $                         | 865   |                        | $ | 542       |  | $     |  |  | $ | 1,407 |  
|Costs anticipated to be incurred in the future |  |                           | 151   |                        |   | 93        |  |       |  |  |   | 244   |  
|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|Total costs expected to be incurred            |  | $                         | 1,016 |                        | $ | 635       |  | $     |  |  | $ | 1,651 |  
|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|Accrual balance at December 31, 2007           |  |                           |      |                        |   |          |  |       |  |  |   |      |  
|Provisions                                     |  |                           | 865   |                        |   | 542       |  |       |  |  |   | 1,407 |  
|Amounts paid                                   |  |                           | (402  | )                      |   |          |  |       |  |  |   | (402  | )
|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  
|Accrual balance at September 30, 2008          |  | $                         | 463   |                        | $ | 542       |  | $     |  |  | $ | 1,005 |  
|                                               |  |                           |       |                        |   |           |  |       |   |  |   |       |  

-12-

---



|                                                                     
|---------------------------------------------------------------------
|GENTEK INC.                                                          
|NOTES TO THE CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (continued)
|(Dollars in thousands, except per share data)                        
|(unaudited)                                                          

|                                               |  |                           |   |                        |   |           |  |       |   |  |   |     | 
|---------------------------------------------- |  | ------------------------- | - | ---------------------- | - | --------- |  | ----- | - |  | - | --- | 
|                                               |  | Valve
 Actuation
 Systems |   | Performance
 Chemicals |   | Corporate |  | Total |  
|                                               |  |                           |   |                        |   |           |  |       |  
|                                               |  |                           |   |                        |   |           |  |       |   |  |   |     | 
|Facility Exit Costs                            |  |                           |   |                        |   |           |  |       |   |  |   |     | 
|Cumulative costs incurred                      |  | $                         |  |                        | $ |          |  | $     |  |  | $ |    | 
|Costs anticipated to be incurred in the future |  |                           |  |                        |   | 745       |  |       |  |  |   | 745 | 
|                                               |  |                           |   |                        |   |           |  |       |   |  |   |     | 
|Total costs expected to be incurred            |  | $                         |  |                        | $ | 745       |  | $     |  |  | $ | 745 | 
|                                               |  |                           |   |                        |   |           |  |       |   |  |   |     | 

Note 11  Pension and Other Postretirement Benefits

|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | --------------------------------- | - | ------ | - | ---- | ------- | - | - | ------- | -
|                                                                                                                                                                           |  | Three
 Months Ended
 September 30, |        | Nine
 Months Ended
 September 30, |  
|                                                                                                                                                                           |  |                                    |        |                                   |  
|                                                                                                                                                                           |  | 2008                               |        | 2007                              |   | 2008   |   | 2007 |        
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |        
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |        
|Pension Benefits                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Service cost                                                                                                                                                               |  | $                                  | 246    |                                   | $ | 256    |   | $    | 744     |   | $ | 924     |  
|Interest cost                                                                                                                                                              |  |                                    | 3,461  |                                   |   | 3,384  |   |      | 10,359  |   |   | 10,094  |  
|Expected return on plan assets                                                                                                                                             |  |                                    | (3,895 | )                                 |   | (3,820 | ) |      | (11,682 | ) |   | (11,388 | )
|Amortization of net:                                                                                                                                                       |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Prior service cost                                                                                                                                                         |  |                                    | 41     |                                   |   | 32     |   |      | 117     |   |   | 97      |  
|(Gain)/loss                                                                                                                                                                |  |                                    | (17    | )                                 |   | 24     |   |      | (50     | ) |   | 76      |  
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Net periodic benefit (income)                                                                                                                                              |  | $                                  | (164   | )                                 | $ | (124   | ) | $    | (512    | ) | $ | (197    | )
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|During
 the first nine months of 2008, the Company made contributions of $3,725 to
 its pension plan trusts and expects to contribute $138 for the remainder of
 the year.
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|                                                                                                                                                                           |  | Three
 Months Ended
 September 30, |        | Nine
 Months Ended
 September 30, |  
|                                                                                                                                                                           |  |                                    |        |                                   |  
|                                                                                                                                                                           |  | 2008                               |        | 2007                              |   | 2008   |   | 2007 |        
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |        
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |        
|Other Postretirement Benefits                                                                                                                                              |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Service cost                                                                                                                                                               |  | $                                  | 169    |                                   | $ | 280    |   | $    | 524     |   | $ | 937     |  
|Interest cost                                                                                                                                                              |  |                                    | 599    |                                   |   | 641    |   |      | 1,826   |   |   | 2,022   |  
|Expected return on plan assets                                                                                                                                             |  |                                    |       |                                   |   |       |   |      |        |   |   |        |  
|Amortization of net:                                                                                                                                                       |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Prior service (credit)                                                                                                                                                     |  |                                    | (1,241 | )                                 |   | (1,264 | ) |      | (3,689  | ) |   | (3,558  | )
|Loss                                                                                                                                                                       |  |                                    | 9      |                                   |   | 63     |   |      | 45      |   |   | 155     |  
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  
|Net periodic benefit (income)                                                                                                                                              |  | $                                  | (464   | )                                 | $ | (280   | ) | $    | (1,294  | ) | $ | (444    | )
|                                                                                                                                                                           |  |                                    |        |                                   |   |        |   |      |         |   |   |         |  

During
the first quarter of 2008, the Company adopted plan amendments that froze
pension plan benefit accruals for hourly employees covered by certain
collective bargaining agreements, which resulted in a pension curtailment gain
of $36.

During
the second quarter of 2008, the Company implemented plan amendments to one of
its postretirement medical plans which cap the Companys cost for providing
these benefits. The effect of these changes was a reduction to the accumulated
postretirement benefit obligation of $934 which will be

-13-

---



GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

amortized as a component of
net periodic postretirement benefit cost over the average remaining service
period until full eligibility of active plan participants.

Because
of these amendments in 2008, the Company remeasured its accumulated benefit
obligations under the impacted pension plan and other postretirement benefit
plans, resulting in a net increase to the pension and postretirement liability
of $6,969.

During
the first nine months of 2007, the Company adopted plan amendments that froze
pension plan benefit accruals for hourly employees covered by certain
collective bargaining agreements, and announced the closure of one of its
manufacturing facilities. These actions resulted in net pension curtailment
gains of $50 and $745 for the three and nine months ended September 30, 2007,
respectively.

During
the second quarter of 2007, the Company implemented plan amendments to one of
its postretirement medical plans which cap the Companys cost for providing
these benefits. The effect of these changes was a reduction to the accumulated
postretirement benefit obligation of $7,247 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 third quarter of 2007, the Company completed the closure of one of its manufacturing
facilities, resulting in a postretirement liability curtailment gain of $2,515.

Note 12  Income Taxes

The
effective tax rates are lower than the United States statutory rate in 2008
primarily as a result of the reduction in the amount of unrecognized tax
benefits. A reconciliation of the beginning and ending amount of unrecognized
tax benefits is as follows:

|                                                              |  |   |        |  
|------------------------------------------------------------- |  | - | ------ | -
|Balance at January 1, 2008                                    |  | $ | 4,940  |  
|Additions based on tax
 positions related to the current year |  |   |       |  
|Additions for tax
 positions of prior years                   |  |   | 132    |  
|Expiration of statute of
 limitations                         |  |   | (2,228 | )
|Settlements                                                   |  |   |       |  
|                                                              |  |   |        |  
|Balance at September 30,
 2008                                |  | $ | 2,844  |  
|                                                              |  |   |        |  

The
Company recognizes interest and penalties related to uncertain tax positions as
a component of the provision for income taxes. During the three and nine months
ended September 30, 2008, the Company recorded (reversed) $83 and $(1,265),
respectively, in interest and penalties. The Company had $1,137 accrued for
interest at September 30, 2008.

-14-

---



GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)
(Dollars in thousands, except per share data)
(unaudited)

Note 13  Discontinued Operations

On
December 22, 2006, the Company announced that it had signed a definitive
agreement to sell its Noma wire and cable assembly business to Electrical
Components International, Inc. for $75,000, plus a working capital adjustment
of $1,033. The transaction was completed on February 16, 2007. This business
was formerly reported as part of the manufacturing segment, which is no longer
a reportable segment. GenTeks wire and cable manufacturing business has and
will continue to supply the Noma wire and cable assembly business with wire
used as a raw material. Revenues between the wire and cable manufacturing
business and the Noma wire and cable assembly business that were previously
eliminated in consolidation were $0 and $3,007 for the three and nine months
ended September 30, 2007, respectively.

Because
the net proceeds of the Noma wire and cable assembly business sale were
required to be used to repay certain outstanding indebtedness, interest expense
of $0 and $677 for the three and nine months ending September 30, 2007,
respectively, has been allocated to discontinued operations. This allocation
was performed using the estimated net proceeds of the sale and the interest
costs incurred in the period on the debt that requires the repayment.

On
April 27, 2007, the Company signed an agreement to sell its wholly-owned
subsidiary Defiance Testing and Engineering Services, Inc. to Ashok Leyland of
Chennai, India for $17,000 in cash, minus a working capital adjustment of $300. During the first quarter
of 2007, the Company recorded an impairment charge of $6,150 to reflect the
revised estimated fair value of goodwill of the business based upon the
purchase offers which has been included in income (loss) from discontinued
operations. The transaction was completed on July 17, 2007. The business was
formerly reported as part of the manufacturing segment, which is no longer a
reportable segment.

The
businesses included in discontinued operations had revenues of $0 and $402 and
pretax income of $0 and $1,706 for the three months ended September 30, 2008
and 2007, respectively, and revenues of $0 and $40,014 and a pre-tax loss of $0
and $6,926 for the nine months ended September 30, 2008 and 2007, respectively.

Note 14  Acquisitions

On
December 31, 2007, the Company acquired Bay Chemical and Supply Company. The
acquisition included the manufacturing facility in Odem, Texas. Bay Chemical
and Supply is a producer of water treatment chemicals. The total cost of the
acquisition was $7,000. As a result of the acquisition of Bay Chemical and
Supply, the Company recognized $5,065 of goodwill, which will not be deductible
for tax purposes. The goodwill is the result of synergies and cost reductions
expected to be realized as the facility is assimilated into the Companys
network of water treatment chemical production facilities in the performance
chemicals segment.

-15-

---



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, 2007.

Overview

On
July 17, 2007, the Company completed the sale of its wholly-owned subsidiary
Defiance Testing and Engineering Services, Inc. On February 16, 2007, the
Company completed the sale of its Noma wire and cable harness assembly
business. Accordingly, these businesses have been classified as discontinued
operations. The net proceeds from these transactions were used to repay
outstanding debt.

During
the second quarter of 2008, the Company recorded adjustments in the performance
chemicals segment that related to prior periods, which resulted in a decrease
to cost of sales of $0.9 million for the nine months ended September 30, 2008.
These amounts resulted from costs recorded on certain intercompany inventory
transfer transactions that were not properly eliminated. As the effect of these
adjustments is immaterial, they have been recorded in the second quarter of
2008 and prior period financial information has not been restated.

Results of Operations

The
following table sets forth certain line items from our condensed consolidated
statements of operations for the three and nine months ended September 30, 2008
and 2007 and the corresponding percentage of net revenues for the relevant
periods presented as a percentage of revenue for the periods indicated.

|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  
|--------------------------------------------------------- |  | --------------------------------- | ----- | -------------------------------- | --- | ---- | - | ----- | - | --- | - | - | ----- |  | --- | - | - | ----- | - | --- | -
|                                                          |  | Three Months Ended
 September 30, |       | Nine Months Ended
 September 30, |    
|                                                          |  |                                   |       |                                  |    
|                                                          |  | 2008                              |       | 2007                             |     | 2008 |   | 2007  |  
|                                                          |  |                                   |       |                                  |     |      |   |       |  
|                                                          |  | (Dollars in millions)             |       | (Dollars in millions)            |    
|Net revenues                                              |  | $                                 | 178.7 |                                  | 100 | %    | $ | 151.3 |   | 100 | % | $ | 492.0 |  | 100 | % | $ | 465.7 |   | 100 | %
|Cost of sales                                             |  |                                   | 147.6 |                                  | 83  |      |   | 128.7 |   | 85  |   |   | 412.7 |  | 84  |   |   | 388.1 |   | 83  |  
|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  
|Gross profit                                              |  |                                   | 31.2  |                                  | 17  |      |   | 22.6  |   | 15  |   |   | 79.3  |  | 16  |   |   | 77.6  |   | 17  |  
|Selling, general and administrative expense               |  |                                   | 12.9  |                                  | 7   |      |   | 13.2  |   | 9   |   |   | 38.6  |  | 8   |   |   | 38.7  |   | 8   |  
|Net (gain) loss on disposition of long-term
 assets       |  |                                   |      |                                  |    |      |   | (10.1 | ) | (7  | ) |   | 1.6   |  |    |   |   | (10.0 | ) | (2  | )
|Restructuring and impairment charges                      |  |                                   | 0.9   |                                  | 1   |      |   | 1.7   |   | 1   |   |   | 1.4   |  |    |   |   | 4.6   |   | 1   |  
|Pension and postretirement liability
 curtailment (gains) |  |                                   |      |                                  |    |      |   | (2.6  | ) | (2  | ) |   |      |  |    |   |   | (3.3  | ) | (1  | )
|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  
|Operating profit                                          |  |                                   | 17.4  |                                  | 10  |      |   | 20.4  |   | 13  |   |   | 37.7  |  | 8   |   |   | 47.6  |   | 10  |  
|Interest expense, net                                     |  |                                   | 4.0   |                                  | 2   |      |   | 5.4   |   | 4   |   |   | 12.3  |  | 3   |   |   | 17.4  |   | 4   |  
|Other (income) expense, net                               |  |                                   | 0.7   |                                  |    |      |   |      |   |    |   |   | 0.3   |  |    |   |   | (0.2  | ) |    |  
|Income tax provision                                      |  |                                   | 5.4   |                                  | 3   |      |   | 6.4   |   | 4   |   |   | 8.1   |  | 2   |   |   | 12.8  |   | 3   |  
|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  
|Income from continuing operations                         |  |                                   | 7.3   |                                  | 4   |      |   | 8.6   |   | 6   |   |   | 17.0  |  | 3   |   |   | 17.7  |   | 4   |  
|Income (loss) from discontinued operations                |  |                                   |      |                                  |    |      |   | 0.6   |   |    |   |   |      |  |    |   |   | (6.7  | ) | (1  | )
|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  
|Net income                                                |  | $                                 | 7.3   |                                  | 4   | %    | $ | 9.2   |   | 6   | % | $ | 17.0  |  | 3   | % | $ | 11.0  |   | 2   | %
|                                                          |  |                                   |       |                                  |     |      |   |       |   |     |   |   |       |  |     |   |   |       |   |     |  

-16-

---



Three Months Ended September 30, 2008
Compared with Three Months Ended September 30, 2007

Net
revenues were $179 million for the three month period ended September 30, 2008
compared with $151 million for the comparable prior year period. The increase
in revenue was due to higher sales of $38 million in the performance chemicals
segment partly offset by lower sales of $7 million in the valve actuation
systems segment and $3 million in corporate and other. The increase in the
performance chemicals segment is due primarily to broad based strength across
all markets driven in large part by higher average selling prices necessary to
offset increased raw material costs, partly offset by the sale of the Reheis
antiperspirant actives product line. The shortfall in the valve actuation
systems segment is primarily due to lower sales in the automotive market. The
shortfall in corporate and other is the result of lower sales into the
industrial wire market.

Gross
profit was $31 million for the three month period ended September 30, 2008 as
compared with $23 million for the comparable prior year period. This reflects
improved gross profit in the performance chemicals segment of $10 million
partly offset by lower gross profit in the corporate and other segment of $1
million and flat gross profit performance in the valve actuation systems
segment. The improvement in the performance chemicals segment gross profit was
driven by favorable timing on the recapture of increases in raw material costs
through higher selling prices. The shortfall in the corporate and other segment
was due primarily to lower sales volumes and increased raw material costs in
the industrial wire market.

There
were no material gains on disposition of long-term assets for the three month
period ending September 30, 2008 as compared to $10 million for the comparable
prior year period, which included gains from the sale of surplus real estate.

Selling,
general and administrative expense was $13 million for the three month period
ended September 30, 2008 which was comparable to the prior year period.

Restructuring
and impairment charges were $1 million for the three month period ended
September 30, 2008 as compared to $2 million in the comparable prior year
period. The charges recorded in 2008 are associated with a workforce reduction
implemented in the valve actuation systems segment and the closure of a
production facility in the performance chemical segment. The charges recorded
in 2007 were associated with the closure of a facility in the valve actuation
systems segment.

Operating
profit was $17 million for the three month period ended September 30, 2008 as
compared to $20 million for the comparable prior year period. The reduced
operating profit in 2008 was the result of the $10 million gain on disposition
of long-term assets recorded in the prior year partly offset by improved gross
profit performance and lower restructuring and impairment charges in the
current year.

Interest
expense was $4 million for the three month period ended September 30, 2008 as
compared to $5 million in the comparable prior year period due to reduced
principal balances and lower average interest rates.

Income
from discontinued operations in the prior year period reflects operations of
the Defiance Testing and Engineering Services business.

-17-

---



Nine Months Ended September 30, 2008
Compared with Nine Months Ended September 30, 2007

Net
revenues were $492 million for the nine month period ended September 30, 2008
compared with $466 million for the comparable prior year period. The increase
in net revenues was primarily due to increased sales of $65 million in the
performance chemicals segment partly offset by lower sales of $22 million in
the valve actuation systems segment and $17 million in the corporate and other
segment. The increase in the performance chemicals segment is due primarily to
broad based strength across all markets resulting from the impact of the
acquisitions made in the water treatment market in 2007 coupled with higher
average selling prices necessary to offset increased raw material costs, partly
offset by the sale of the Reheis antiperspirant actives product line. The
shortfall in the valve actuation systems segment is primarily due to lower
sales in the automotive market. The shortfall in corporate and other is the
result of lower sales into the industrial wire market.

Gross
profit was $79 million for the nine month period ended September 30, 2008 as
compared with $78 million for the comparable prior year period. This reflects
increased gross profit of $11 million in the performance chemicals segment
partly offset by lower gross profit in the valve actuation systems segment of
$7 million and the corporate and other segment of $2 million. The improvement
in the performance chemicals segment is the result of the acquisitions in the
water chemicals market coupled with the recapture of raw material cost
increases through higher selling prices and an adjustment relating to prior
periods recognized in second quarter results, partly offset by a reduction
resulting from the sale of the Reheis antiperspirant actives product line. The
shortfall in the valve actuation systems segment was due primarily to reduced
sales volumes and higher material costs in the automotive market. The shortfall
in corporate and other is the result of reduced sales volumes and higher raw
material costs in the industrial wire market.

Selling,
general and administrative expense was $39 million for the nine month period
ended September 30, 2008 which was comparable to the prior year period.

Loss
on disposition of long-term assets of $2 million for the nine month period
ended September 30, 2008 was primarily the result of the sale of the Companys
Reheis antiperspirant actives product line on February 29, 2008. This compares
to a gain on disposition of long-term assets of $10 million reflected in the
comparable prior year period. The gain in 2007 was the result of the sale of
surplus real estate.

Restructuring
and impairment charges were $1 million for the nine month period ended
September 30, 2008 as compared to $5 million for the comparable prior year
period. The charges recorded in 2008 are associated with a workforce reduction
implemented in the valve actuation systems segment and the closure of a
production facility in the performance chemicals segment. The charges recorded
in 2007 were related to costs associated with the exit from two facilities, one
in the valve actuation systems segment and the second in the performance
chemicals segment.

There
were no material curtailment gains recorded in the nine month period ended
September 30, 2008 as compared to $3 million for the comparable prior year
period. The gains recognized in 2007 were primarily associated with the closure
of the Perrysburg, OH facility in the valve actuation systems segment.

Operating
profit was $38 million for the nine month period ended September 30, 2008 as
compared with $48 million for the comparable prior year period. The decreased
operating profit in 2008 was primarily the result of the gains on disposition
of long-term assets and curtailment gains recorded in 2007 partly offset by
improved gross profit and lower restructuring and impairment charges in 2008.

-18-

---



Interest
expense was $12 million for the nine month period ended September 30, 2008 as
compared to $18 million in the comparable prior year period due to reduced
principal balances and lower average interest rates.

Loss from
discontinued operations in the prior year period reflects operations of the
Defiance Testing and Engineering Services business and the Noma Wire and Cable
Assembly business.

Results of Operations
by Segment

|                         |  |                                   |       |                                  |   |       |  |      |       |  |   |       | 
|------------------------ |  | --------------------------------- | ----- | -------------------------------- | - | ----- |  | ---- | ----- |  | - | ----- | 
|                         |  | Three Months Ended
 September 30, |       | Nine Months Ended
 September 30, |  
|                         |  |                                   |       |                                  |  
|                         |  | 2008                              |       | 2007                             |   | 2008  |  | 2007 |      
|                         |  |                                   |       |                                  |   |       |  |      |      
|                         |  | (In millions)                     |       | (In millions)                    |  
|                         |  |                                   |       |                                  |  
|Net Revenues             |  |                                   |       |                                  |   |       |  |      |       |  |   |       | 
|Valve
 actuation systems |  | $                                 | 25.2  |                                  | $ | 32.4  |  | $    | 97.2  |  | $ | 119.4 | 
|Performance
 chemicals   |  |                                   | 143.8 |                                  |   | 106.4 |  |      | 363.6 |  |   | 298.5 | 
|Corporate
 and other     |  |                                   | 9.7   |                                  |   | 12.6  |  |      | 31.1  |  |   | 47.9  | 
|                         |  |                                   |       |                                  |   |       |  |      |       |  |   |       | 
|Total                    |  | $                                 | 178.7 |                                  | $ | 151.3 |  | $    | 492.0 |  | $ | 465.7 | 
|                         |  |                                   |       |                                  |   |       |  |      |       |  |   |       | 

|                         |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  
|------------------------ |  | ---------------------------------- | ---- | --------------------------------- | - | ------- | - | ------- | ---- | - | - | ---- | -
|                         |  | Three
 Months Ended
 September 30, |      | Nine
 Months Ended
 September 30, |  
|                         |  |                                    |      |                                   |  
|                         |  | 2008(1)                            |      | 2007(2)                           |   | 2008(3) |   | 2007(4) |     
|                         |  |                                    |      |                                   |   |         |   |         |     
|                         |  | (In millions)                      |      | (In millions)                     |  
|                         |  |                                    |      |                                   |  
|Operating Profit         |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  
|Valve
 actuation systems |  | $                                  | (2.2 | )                                 | $ | (0.8    | ) | $       | (4.0 | ) | $ | 3.3  |  
|Performance
 chemicals   |  |                                    | 20.8 |                                   |   | 22.2    |   |         | 44.4 |   |   | 45.4 |  
|Corporate
 and other     |  |                                    | (1.1 | )                                 |   | (1.0    | ) |         | (2.6 | ) |   | (1.1 | )
|                         |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  
|Total                    |  | $                                  | 17.4 |                                   | $ | 20.4    |   | $       | 37.7 |   | $ | 47.6 |  
|                         |  |                                    |      |                                   |   |         |   |         |      |   |   |      |  

---

|    |                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes restructuring
 charges of $0.4 million in the valve actuation systems segment and $0.5
 million in the performance chemicals segment.               
|    |                                                                                                                                                              
|(2) | Includes restructuring and
 impairment charges of $1.6 million in the valve actuation systems segment and
 $0.1 million in the performance chemicals segment.
|    |                                                                                                                                                              
|(3) | Includes restructuring
 charges of $0.9 million in the valve actuation systems segment and $0.5
 million in the performance chemicals segment.               
|    |                                                                                                                                                              
|(4) | Includes restructuring and
 impairment charges of $2.8 million in the valve actuation systems segment and
 $1.8 million in the performance chemicals segment.

Three Months Ended
September 30, 2008 Compared with Three Months Ended September 30, 2007

Valve Actuation Systems Segment

Net
revenues for the valve actuation systems segment were $25 million for the three
month period ended September 30, 2008 as compared to $32 million for the
comparable prior year period. This reduction was the result of lower sales into
the automotive market. Automotive market sales were adversely impacted by $6
million due to reduced customer demand and $1 million resulting from the loss
of engine component programs. Gross profit was $1 million for the three month
period ended September 30, 2008 which was comparable to the prior year period.
The flat gross profit performance was the result of reduced gross profit of $1
million from lower sales volumes offset by increased gross profit of $1 million
from the recovery of year-to-date raw material cost increases through pricing
adjustments combined with an improvement in operating costs. Selling, general
and administrative expense was $3

-19-

---



million for
the three month period ended September 30, 2008 which was comparable to the
prior year period. Restructuring and impairment charges were $0.4 million for
the three month period ended September 30, 2008 as compared to $2 million in
the comparable prior period. The charges recorded in 2008 are associated with a
workforce reduction. There were no curtailment gains for the three month period
ending September 30, 2008 as compared to $3 million in the comparable prior
year period. Operating loss was $2 million for the three month period ended
September 30, 2008 compared to $1 million for the comparable prior year period.
The increased operating loss was the result of the curtailment gain recorded in
2007 partly offset by lower restructuring and impairment charges in the current
year.

Performance Chemicals Segment

Net
revenues for the performance chemicals segment were $144 million for the three
month period ended September 30, 2008 as compared to $106 million for the
comparable prior year period. This increase was due to broad based strength
across all markets. Sales into the water treatment market increased by $28
million driven by $21 million resulting from increased selling prices required
to offset higher raw material costs, $4 million from the acquisitions made in
2007 and $2 million resulting from increased sales of sodium nitrite driven in
large part by the favorable anti-dumping ruling for this product. Increased
revenues in the chemical processing market of $15 million were the direct
result of the pass through of higher material costs. Increased revenues of $3
million in electronic chemicals and $2 million in the pharmaceutical and food
additives market were driven by higher selling prices. These increases were
partly offset by a $9 million reduction resulting from the sale of the Reheis
antiperspirant actives product line. Gross profit was $30 million for the three
month period ended September 30, 2008 as compared to $20 million for the
comparable prior year period. The improved gross profit is driven by favorable
timing in passing through higher raw materials costs primarily in the water
treatment and chemical processing markets partly offset by a $1 million
reduction resulting from the sale of the Reheis antiperspirant actives product
line. Selling, general and administrative expense was $8 million for the three
month period ended September 30, 2008 which was flat with the comparable prior
year period. Restructuring and impairment charges were $1 million for the three
month period ended September 30, 2008 related to the closure of a production facility
resulting from the sale of the antiperspirant product line. There were no
material gains on disposition of long-term assets for the three month period
ended September 30, 2008. The comparable prior year period included gains of
$10 million as the result of the sale of surplus real estate. Operating profit
was $21 million for the three month period ended September 30, 2008 as compared
to $22 million from the comparable prior period. The reduction in operating
profit was due to the gains on disposition of long-term assets in 2007 partly
offset by the strong gross profit performance in the current year.

Corporate and Other

The
reduction in revenues of $3 million from the prior year is the result of
reduced revenues in the industrial wire market, primarily driven by the
continued elimination of low margin, commodity wire sales to the former Noma
Wire and Cable Harness Assembly business coupled with weak demand from the
remainder of the industrial wire customer base. The reduced sales volumes in
the industrial wire market combined with increased raw material costs resulted
in a reduction in gross margin of $1 million from the comparable prior year
period.

-20-

---



Nine Months Ended
September 30, 2008 Compared with Nine Months Ended September 30, 2007

Valve Actuation Systems Segment

Net
revenues for the valve actuation systems segment were $97 million for the nine
month period ended September 30, 2008 as compared to $119 million for the
comparable prior year period. This reduction was the result of lower sales into
the automotive market. Automotive market sales were adversely impacted by
reduced customer demand, the idling of a major customers facility in Brazil,
and the loss of engine component programs. Gross profit was $8 million for the
nine month period ended September 30, 2008 as compared to $15 million for the
comparable prior year period. The decrease in gross profit was driven by $2
million from the idling of a major customers facility in Brazil, $2 million
from reduced sales volumes, $1 million from lost engine programs and $2 million
from higher raw material and operating costs. Selling, general and
administrative expense was $11 million for the nine month period ended
September 30, 2008 which was comparable to the prior year period. Restructuring
and impairment charges were $1 million for the nine month period ended
September 30, 2008 as compared to $3 million in the comparable prior period.
The charges recorded in 2008 are associated with a workforce reduction
implemented in the second quarter. There were no curtailment gains for the nine
month period ended September 30, 2008 as compared to a $2 million gain in the
comparable prior period. Operating loss was $4 million for the nine month
period ended September 30, 2008 compared to an operating profit of $3 million
for the comparable prior year period. The operating results were driven by the
reduced sales volumes and associated gross profit in the automotive market.

Performance Chemicals Segment

Net
revenues for the performance chemicals segment were $364 million for the nine
month period ended September 30, 2008 as compared to $298 million for the
comparable prior year period. This was due to broad based strength across all
markets. Sales into the water treatment market increased by $49 million driven
by $42 million resulting from increases in selling prices required to offset
higher raw material costs, $11 million from the acquisitions made in 2007 and
$4 million from increased sales of sodium nitrite partly offset by $8 million
resulting from reduced sales volumes. The reduction in sales volumes sold in to
the water treatment market was driven by reduced demand from large pulp and
paper customers, reduced consumption rates at certain customers, and
unfavorable regional weather conditions. Increased revenues in the chemical
processing market of $24 million were the direct result of the pass through of
higher raw material costs. Increased revenues of $8 million in electronic
chemicals and $5 million in the pharmaceutical and food additives market were
driven by higher selling prices. These increases were partly offset by a $20
million reduction resulting from the sale of the Reheis antiperspirant actives
product line. Gross profit was $69 million for the nine month period ended
September 30, 2008 as compared to $59 million for the comparable prior year
period. The improved gross profit is driven by $12 million resulting from
favorable timing in the pass through of higher production costs coupled with
the impact of the acquisitions made in the water treatment market, combined
with $1 million from the adjustment relating to prior periods recorded in the
second quarter of 2008, partly offset by a reduction of $2 million resulting
from the sale of the Reheis antiperspirant actives product line. Selling,
general and administrative expense was $23 million for the nine month period
ended September 30, 2008 which was flat with the comparable prior year period.
The nine month period ended September 30, 2008 included a loss on disposition
of long-term assets of $2 million while the comparable prior year period
included a gain of $10 million. The loss on disposition of long-term assets in
2008 is primarily the result of the sale of the antiperspirant product line.
The gain on disposition of long-term assets in 2007 is the result of the sale
of surplus real estate. Restructuring and impairment charges were $1 million
for the nine month period ended September 30, 2008 related to the closure of a
production facility resulting from the sale of the antiperspirant product line.
Operating profit was $44 million for the nine month period ended

-21-

---



September 30,
2008 which compared to $45 million for the comparable prior period. The
reduction in operating profit was due to the gain on disposition of long-term
assets in 2007 partly offset by the strong gross margin performance coupled
with favorable restructuring charges in the current year.

Corporate and Other

The
reduction in revenues of $17 million from the prior year is the result of reduced
revenues in the industrial wire market, primarily driven by the continued
elimination of low margin, commodity wire sales to the former Noma Wire and
Cable Harness Assembly business coupled with weak demand from the remainder of
the industrial wire customer base. The reduced sales volumes in the industrial
wire market resulted in a reduction in gross margin of $2 million from the
comparable prior year period.

Financial Condition,
Liquidity and Capital Resources

Cash and
cash equivalents were $8 million at September 30, 2008, compared to $16 million
at December 31, 2007. Significant cash flows during the 2008 period included
cash provided by operating activities of $19 million, capital expenditures of
$35 million, proceeds from the disposition of long-term assets of $20 million,
debt payments of $2 million, and repurchases of common stock of $10 million.

The
Company had working capital of $91 million at September 30, 2008 as compared to
working capital of $93 million at December 31, 2007.

The
Company expects to make approximately $40-45 million of capital expenditures
during 2008.

On
August 7, 2007, the Companys board of directors authorized a stock repurchase
program pursuant to which the Company will purchase in the aggregate up to $30
million of its common stock in open market and negotiated purchases over a
period of three years, dependent upon market conditions. This program does not
obligate the Company to acquire any particular amount of common stock and the
program may be suspended at any time at the Companys discretion. During the
first nine months of 2008, the Company repurchased 364,699 shares for a total
of $10 million in accordance with the terms of a Rule 10b5-1 trading program
which the Company entered into to effectuate the stock repurchase program. The
Company has approximately $16 million available for repurchases under the
program.

The
Company may from time to time seek to retire or purchase its outstanding debt
through cash purchases, in open market purchases, privately negotiated
transactions or otherwise. Such repurchases, if any, will depend on prevailing
market conditions, liquidity requirements, contractual restrictions and other
factors. The amounts involved may be material.

During
October 2008, the Company repurchased $10 million of its outstanding debt at a
discount to its face value, resulting in a gain of approximately $2 million. In
addition, the Company expects to offer to repurchase additional amounts of its
outstanding debt in the fourth quarter of 2008 through one or more tender
offers, pursuant to the terms of its debt agreement.

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, stock repurchases and working capital
requirements during the remainder of 2008.

-22-

---



Off-Balance Sheet Arrangements

The
Company has approximately $7 million of standby letters of credit outstanding
as of September 30, 2008.

Recent Accounting Pronouncements

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
(SFAS 157), to define fair value, establish a framework for measuring fair
value in accordance with generally accepted accounting principles and expand
disclosures about fair value measurements. SFAS 157 requires quantitative
disclosures using a tabular format in all periods (interim and annual) and
qualitative disclosures about the valuation techniques used to measure fair
value in all annual periods. Certain provisions of this Statement were
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB deferred the
implementation of SFAS 157 for all non-financial assets and non-financial
liabilities, except those recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The implementation
of SFAS 157 for financial assets and financial liabilities, effective January
1, 2008, did not have a material impact on our consolidated financial position
and results of operations. The Company is currently assessing the impact of
adopting SFAS 157 for non-financial assets and non-financial liabilities on its
consolidated financial position and results of operations.

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pensions and Other Postretirement Plans-an Amendment of FASB Statements
No. 87, 88, 106 and 132(R), (SFAS 158). For fiscal years ending
after December 15, 2008, SFAS 158 will require employers to measure the plan
assets and obligations as of the date of the employers fiscal year end. The
Company has historically used a measurement date of October 31. The Company
does not anticipate the change in the fiscal year end measurement date to have
a material impact on the Companys results of operations or financial
condition.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities  including an Amendment of SFAS No. 115,
(SFAS 159), which permits an entity to measure many financial assets and
financial liabilities at fair value that are not currently required to be
measured at fair value. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. The
fair value option may be elected on an instrument-by-instrument basis, with few
exceptions. SFAS 159 amends previous guidance to extend the use of the fair
value option to available-for-sale and held-to-maturity securities. The
Statement also establishes presentation and disclosure requirements to help financial
statement users understand the effect of the election. SFAS 159 is effective as
of the beginning of the first fiscal year beginning after November 15, 2007.
The adoption of this statement did not have a material impact on the Companys
results of operation or financial condition. The Company did not elect the fair
value option for any assets or liabilities.

In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141R). SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures the identifiable
assets acquired, the liabilities assumed, any noncontrolling interest in the
acquiree and the goodwill acquired. SFAS 141R also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of
the business combination. SFAS 141R is to be applied prospectively to
business combinations for which the acquisition date is on or after an entitys
fiscal year

-23-

---



that begins
after December 15, 2008. The Company will assess the impact of
SFAS 141R if and when a future acquisition occurs after the date of
adoption.

In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51
(SFAS 160). SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company does not
anticipate that the adoption of this statement will have a material impact on
the Companys results of operation or financial condition.

In
March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 (SFAS No. 161).
SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an
entitys derivative instruments and hedging activities. SFAS No. 161 is effective
for fiscal years beginning after November 15, 2008. The Company is currently
assessing the impact of adopting SFAS No. 161 on its financial statements.

In
April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets
(FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful
life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets
(SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between
the useful life of a recognized intangible asset under SFAS 142 and the period
of expected cash flows used to measure the fair value of the asset under SFAS
141(R) and other applicable accounting literature. FSP FAS 142-3 is effective
for financial statements issued for fiscal years beginning after December 15,
2008. The Company does not anticipate that the adoption of FSP FAS 142-3 will
have an impact on its results of operations or financial condition.

In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, (SFAS 162). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the preparation of financial statements. SFAS 162 is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. The Company does not
expect that this standard will have a material impact on its results of
operations, financial position or cash flow.

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
September 30, 2008, the Companys debt financing consisted primarily of amounts
outstanding under the Companys 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. Borrowings under the Companys credit facility are sensitive

-24-

---



to changes in
interest rates. Given the existing level of borrowings under the credit
facility of $237 million as of September 30, 2008, a one percent change in the
weighted-average interest rate would have an interest impact of approximately
$0.1 million each month.

| |            |  |                    |  |              |  |                                                        |  |                    | 
| | ---------- |  | ------------------ |  | ------------ |  | ------------------------------------------------------ |  | ------------------ | 
| | Instrument |  | Principal
 Balance |  | Fair Value   |  | Weighted-Average
 Interest Rate at
 September 30, 2008 |  | Scheduled Maturity | 
| |            |  |                    |  |              |  |                                                        |  |                    | 
| |            |  |                    |  |              |  |                                                        |  |                    | 
| | Term loan  |  | $237 million       |  | $212 million |  | 4.80%                                                  |  | February 28, 2011  | 

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 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 a $3 million liability at September
30, 2008.

Foreign currency exchange rate and commodity
price risks

The
Company measures the market risk related to its holding of financial
instruments based on changes in foreign currency rates and commodity prices
using a sensitivity analysis. The sensitivity analysis measures the potential
loss in fair values, cash flows and earnings based on a hypothetical 10 percent
change in foreign currency exchange rates and commodity prices. Such analysis
indicates that a hypothetical 10 percent change in foreign currency exchange
rates or commodity prices would not have a material impact on the fair values,
cash flows or earnings of the Company.

Item 4. Controls and Procedures.

(a)
Disclosure Controls and Procedures.

The
Companys management, with the participation of the Companys Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Companys disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the Exchange Act)) as of September 30, 2008. Based on such evaluation, the
Companys Chief Executive Officer and Chief Financial Officer have concluded
that, as of September 30, 2008, the Companys disclosure controls and
procedures are effective at the reasonable assurance level.

(b)
Changes
in Internal Control Over Financial Reporting.

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.

-25-

---



PART II. OTHER
INFORMATION

|         |                   
|-------- | ------------------
|Item 1.  | Legal Proceedings.
|         |                   
|         | NONE              
|         |                   
|Item 1A. | Risk Factors      

Risk
factors relating to the Company are contained in Item 1A of the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2007. In
addition to those risk factors, the Company has noted the following additional
risk factor:

An impairment in the
carrying value of goodwill could negatively affect our operating results.

The
Company has substantial goodwill and other intangible assets on its balance
sheet. In accordance with SFAS 142, Goodwill and Other Intangible Assets,
goodwill is not subject to amortization but must be tested for impairment on an
annual basis, or more frequently if circumstances warrant. If the carrying value
exceeds current fair value, the Company may be required to recognize an
impairment loss as a non-cash charge to earnings. Goodwill impairment analysis
and measurement is a process that requires significant judgment. The Company
continually monitors and evaluates business and economic conditions that affect
its operations and reflects the impact of these factors in its financial
projections. If permanent or sustained changes in business and economic
conditions occur, they can lead to revised projections that could potentially
give rise to impairment charges.

|        |                                                              
|------- | -------------------------------------------------------------
|Item 2. | Unregistered Sales of Equity Securities and
 Use of Proceeds.
|        |                                                              
|        | Issuer Purchases of Equity Securities                        

|                     |  |                                         |        |                                     |   |                                                                                   |  |                                                                                            |        |  |   |            | 
|-------------------- |  | --------------------------------------- | ------ | ----------------------------------- | - | --------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ | ------ |  | - | ---------- | 
|                     |  | (a) Total
 Number of
 Shares
 Purchased |        | (b) Average
 Price Paid per 
 Share |   | (c) Total
 Number of
 Shares
 Purchased as
 Part of
 Publicly
 Announced
 Program |  | (d) 
 Approximate
 Dollar Value
 Of Shares
 That May Yet
 Be Purchased
 Under the
 Program |       
|                     |  |                                         |        |                                     |   |                                                                                   |  |                                                                                            |       
|                     |  |                                         |        |                                     |   |                                                                                   |  |                                                                                            |        |  |   |            | 
|July 1-31, 2008      |  |                                         |       |                                     | $ |                                                                                  |  |                                                                                            |       |  | $ | 17,472,693 | 
|August 1-31, 2008    |  |                                         |       |                                     |   |                                                                                  |  |                                                                                            |       |  |   | 17,472,693 | 
|September 1-30, 2008 |  |                                         | 43,000 |                                     |   | 27.11                                                                             |  |                                                                                            | 43,000 |  |   | 16,307,115 | 
|                     |  |                                         |        |                                     |   |                                                                                   |  |                                                                                            |        |  |   |            | 
|Total                |  |                                         | 43,000 |                                     | $ | 27.11                                                                             |  |                                                                                            | 43,000 |  |   |            | 
|                     |  |                                         |        |                                     |   |                                                                                   |  |                                                                                            |        |  |   |            | 

On
August 7, 2007, the Company announced a stock repurchase program pursuant to
which the Company may purchase in the aggregate up to $30 million of its common
stock. The program expires on August 7, 2010.

|        |                                                      
|------- | -----------------------------------------------------
|Item 3. | Defaults Upon Senior Securities.                     
|        |                                                      
|        | NONE                                                 
|        |                                                      
|Item 4. | Submission of Matters to a Vote of Security
 Holders.
|        |                                                      
|        | NONE                                                 

-26-

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|        |                   
|------- | ------------------
|Item 5. | Other Information.
|        |                   
|        | NONE              
|        |                   
|Item 6. | Exhibits.         

|            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description
|            |  |            
|            |  |            
|2.1         |  |             | 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         |  |             | Third
 Amended and Restated Certificate of Incorporation of GenTek Inc., effective
 as of May 9, 2006 (incorporated by reference to the Registrants Form 10-Q,
 dated June 30, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                                             
|            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                          
|3.2         |  |             | Second
 Amended and Restated By-Laws of GenTek Inc., effective as of August 7, 2007
 (incorporated by reference to the Registrants Form 8-K, dated August 7,
 2007, 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).                                                                                                             
|            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2        |  |             | GenTek Inc.
 Amended and Restated 2003 Management and Directors Incentive Plan
 (incorporated by reference to the Registrants proxy statement dated April
 17, 2007, as filed with the Securities and Exchange Commission).                                                                                                                                                                             

-27-

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|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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  |  |  | 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).                                                                                                                                                                                                                                                                                                                                                                              
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.7  |  |  | Form of
 Performance Contingent Restricted Stock Agreement (incorporated by reference
 to the Registrants Form 10-Q dated June 30, 2007, as filed with the
 Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.8  |  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                       
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.9  |  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.10 |  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.11 |  |  | 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).                                                                                                                                                                                                                                                                        
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.12 |  |  | 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).
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.13 |  |  | Employment
 Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by
 reference to the Registrants Form 10-Q dated September 30, 2005, as filed
 with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                               
|      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.14 |  |  | Asset
 Purchase Agreement dated April 3, 2006 between Noma Company and Southwire
 Canada Company (incorporated by reference to the Registrants Form 8-K dated
 April 3, 2006, as filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                            

-28-

---



|      |  |  |                                                                                                                                                                                                                                                                                  
|----- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15 |  |  | First
 Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security
 Agreement dated April 26, 2006 (incorporated by reference to the Registrants
 Form 8-K dated April 26, 2006, as filed with the Securities and Exchange
 Commission).                      
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.16 |  |  | Asset
 Purchase Agreement dated June 30, 2006 between Defiance, Inc., Precision
 Engine Products Corp. and Stanadyne Corporation (incorporated by reference to
 the Registrants Form 8-K dated June 30, 2006, as filed with the Securities
 and Exchange Commission).           
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.17 |  |  | Second
 Amendment to First Lien Credit and Guaranty Agreement dated July 14, 2006
 (incorporated by reference to the Registrants Form 10-Q dated June 30, 2006,
 as filed with the Securities and Exchange Commission).                                                         
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.18 |  |  | Letter
 Agreement with James Imbriaco, dated July 27, 2006 (incorporated by reference
 to the Registrants Form 8-K dated August 4, 2006, as filed with the
 Securities and Exchange Commission).                                                                                
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.19 |  |  | Asset
 Purchase Agreement dated December 22, 2006 between Electrical Components
 International, Inc., Noma Holding Inc. and GenTek Inc. (incorporated by
 reference to the Registrants Form 8-K dated December 22, 2006, as filed with
 the Securities and Exchange Commission).
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.20 |  |  | Third
 Amendment to First Lien Credit and Guaranty Agreement and waiver dated March
 19, 2007 (incorporated by reference to the Registrants Form 10-K dated
 December 31, 2006, as filed with the Securities and Exchange Commission).                                          
|      |  |  |                                                                                                                                                                                                                                                                                  
|10.21 |  |  | GenTek Inc.
 Directors Deferred Compensation Program (incorporated by reference to the
 Registrants Form 10-Q dated September 30, 2007, as filed with the Securities
 and Exchange Commission).                                                                                 
|      |  |  |                                                                                                                                                                                                                                                                                  
|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.                                                                                                

-29-

---



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.                                        
|     |                    |  |     |                                                    
|     |                    |  |     | Registrant                                         
|     |                    |  |     |                                                    
|Date | November 10,
 2008 |  | /s/ | William E.
 Redmond, Jr.                           
|     |                    |  |     |                                                    
|     |                    |  |     | William E. Redmond, Jr.                            
|     |                    |  |     | President
 and Chief Executive Officer and Director
|     |                    |  |     | (Principal
 Executive Officer)                     
|     |                    |  |     |                                                    
|Date | November 10,
 2008 |  | /s/ | Thomas B.
 Testa                                   
|     |                    |  |     |                                                    
|     |                    |  |     | Thomas B. Testa                                    
|     |                    |  |     | Vice
 President and Chief Financial Officer        
|     |                    |  |     | (Principal
 Financial and Accounting Officer)      

-30-

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