<Page>


================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                  FORM 10-K/A

(MARK ONE)
    X           ANNUAL REPORT UNDER SECTION 13 OR 15(d)
  -----          OF THE SECURITIES EXCHANGE ACT OF 1934
             FOR THE FISCAL YEAR ENDED DECEMBER  31, 2002
                                   OR
  -----        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM         TO

                        COMMISSION FILE NUMBER 001-14789
                              -------------------
                                  GENTEK INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              -------------------
<Table>
<S>                                                  <C>
                     DELAWARE                              02-0505547
          (STATE OF OTHER JURISDICTION OF               (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                   LIBERTY LANE                              03842
              HAMPTON, NEW HAMPSHIRE                       (ZIP CODE)
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 929-2264
                              -------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                     None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     Common stock, par value $.01 per share
                                (TITLE OF CLASS)

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [x]

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes     No  X
                                      ---     ---
    State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter: $2,398,981.

    The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2003, was approximately $239,889. The number of
outstanding shares of the Registrant's Common Stock and Class B Common Stock as
of February 28, 2003 was 21,439,310 and 3,896,860, respectively.

                      DOCUMENTS INCORPORATED BY REFERENCE:

    None.

================================================================================







<Page>


                                EXPLANATORY NOTE

    GenTek Inc. is filing this Amendment No. 1 to its annual report on Form 10-K
filed on March 31, 2003, to include the information required by Part III
(Items 10, 11, 12 and 13) of Form 10-K that was previously omitted pursuant to
general instruction G(3) thereof as well as certain other corrective
information. Information included in the original report on Form 10-K has not
been amended by this Form 10-K/A to reflect any information or events subsequent
to the filing of the original Annual Report on Form 10-K.

                                     PART I

ITEM 1. BUSINESS.

GENERAL

    GenTek Inc. (the 'Company' or 'GenTek') is a technology-driven manufacturer
of communications products, industrial components and performance chemicals.
GenTek was spun off from The General Chemical Group Inc. on April 30, 1999 (the
'Spinoff'). The Company operates through three primary business segments:
communications, manufacturing and performance products. The communications
segment serves the public telecom and the private enterprise network markets.
The manufacturing segment serves the automotive, appliance and electronic and
industrial markets. The performance products segment serves customers in many
industries including the environmental services, pharmaceutical and personal
care, technology and chemical processing markets. The Company's products are
frequently highly engineered and are important components of, or provide
critical attributes to, its customers' end products or operations. The Company
operates over 80 manufacturing and production facilities located primarily in
the U.S. and Canada, with additional facilities in Australia, Austria, China,
Germany, Great Britain, India, Ireland and Mexico.

    On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries,
including its Noma Company subsidiary (collectively, the 'Debtors'), filed
voluntary petitions for reorganization relief (the 'Filing') under Chapter 11 of
the United States Bankruptcy Code (the 'Bankruptcy Code') in the United States
Bankruptcy Court for the District of Delaware (the 'Bankruptcy Court'). The
Debtors' cases are being jointly administered as Case No. 02-12986 (MFW). As a
result of the Filing, an automatic stay was imposed against efforts by claimants
to collect amounts due or to proceed against property of the Debtors. The
Debtors have been operating, and will continue to operate, their respective
businesses as 'debtors-in-possession' under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court. As such, they are permitted to engage in
ordinary course of business transactions without prior approval of the
Bankruptcy Court. Transactions outside of the ordinary course of business,
including certain sales of assets and certain requests for additional
financings, will require approval by the Bankruptcy Court. There is no assurance
that such approvals will be granted when requested.

    On December 10, 2002, Noma Company sought and obtained from the Ontario
Superior Court of Justice, Canada, (the 'Ontario Court') an initial order
pursuant to section 18.6 of the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended ('CCAA'), recognizing the Filing and granting Noma
Company, among other things, a stay against claims, proceedings and the exercise
of any contractual rights against it or its property in Canada, and recognizing
various orders granted by the Bankruptcy Court.

    The Debtors filed for relief under Chapter 11 as a result of the Company's
inability to obtain an amendment to its senior credit facility. The Company
believes that the protection afforded by Chapter 11 best preserves the Debtors'
ability to continue to serve their customers and preserve the value of their
businesses, while it reorganizes, and develops and implements a new strategic
plan to deleverage the Company's balance sheet and create an improved long-term
capital structure.

    Since the Filing, the Company's available cash and continued cash flow from
operations have been adequate to fund ongoing operations and meet anticipated
obligations to customers, vendors and employees in the ordinary course of
business during the Chapter 11 process, and management believes it will continue
to remain adequate. Further, in order to augment its financial flexibility
during the





<Page>


Chapter 11 process, the Company negotiated with certain members of its current
pre-petition bank syndicate, and received approval from the Bankruptcy Court on
March 6, 2003, and approval from the Ontario Court on March 13, 2003, to enter
into a debtor-in-possession credit facility. The new facility will enable the
Company to issue up to $50 million of letters of credit, including approximately
$30 million of letters of credit issued under the pre-petition credit facility,
to support the Company and its subsidiaries' undertakings (other than ordinary
trade credit) and will provide the Company's Noma Company subsidiary with a $10
million revolving credit facility for working capital and other general
corporate purposes of Noma Company. The facility matures on September 30, 2003,
but may be extended to December 31, 2003 by the holders of a majority of the
commitments. To support the payment obligations under the new facility, the
Bankruptcy Court awarded super-priority administrative expense status to such
obligations and granted the lenders senior priming liens (with certain
exceptions) on the Debtors' assets.

    At hearings held on October 17, 2002 and November 7, 2002, the Bankruptcy
Court granted the Debtors' 'first day' motions for various relief designed to
stabilize their operations and business relationships with their customers,
vendors, employees and other entities, and entered orders granting authority to
the Debtors to, among other things: (1) pay certain pre-petition and
post-petition employee wages, benefits and other employee obligations;
(2) honor customer programs; (3) pay certain pre-petition taxes and fees;
(4) pay certain pre-petition obligations to foreign vendors; (5) pay certain
pre-petition shipping charges; and (6) pay certain pre-petition claims of
critical vendors. The Bankruptcy Court also entered orders authorizing the
Debtors to use cash collateral of their senior lenders, and Noma Company to use
GenTek's cash collateral, on terms specified in such orders. All such orders
were also recognized by the Ontario Court.

    As previously mentioned, as a result of the Filing, pending pre-petition
litigation and claims against the Debtors have been stayed automatically in
accordance with Section 362 of the Bankruptcy Code and no party may take any
action to seek payment on its pre-petition claims or to proceed against property
of the Debtors' estates except pursuant to further order of the Bankruptcy
Court. The filing resulted in an immediate acceleration of the Company's senior
credit facility and 11% Senior Subordinated Notes, subject to the automatic
stay.

    As a general rule, all of the Debtors' contracts and leases continue in
effect in accordance with their terms notwithstanding the Filing, unless
otherwise ordered by the Bankruptcy Court. The Bankruptcy Court provides the
Debtors with the opportunity to reject any contracts or leases that are
burdensome or assume any contracts or leases that are favorable or otherwise
necessary to their business operations. In the event of a rejection of a
contract or lease by the Debtors, the affected parties may file rejection damage
claims, which are considered to be pre-petition claims. As a condition to
assumption of a contract or lease, the Debtors are required to cure breaches
under such agreements, including, without limitation, payment of any amounts due
and owing.

    GenTek and the other Debtors have incurred, and will continue to incur,
significant administrative and reorganization expenses resulting from the Filing
and the continuing Chapter 11 proceedings. The amount of these expenses, which
are being expensed as incurred and reported as reorganization items, are
expected to have a material effect on the Company's results of operations.

    The potential adverse publicity associated with the Filing and the
continuing Chapter 11 proceedings, and the resulting uncertainty regarding the
Company's future prospects may hinder the Company's ongoing business activities
and its ability to operate, fund and execute its business plan by: impairing
relations with existing and potential customers; limiting the Company's ability
to obtain trade credit; impairing present and future relationships with vendors;
and negatively impacting the ability of the Company to attract, retain and
compensate key employees and to retain employees generally.

    The Company anticipates that most liabilities of the Debtors as of the date
of the Filing will be treated in accordance with one or more Chapter 11 plans of
reorganization which will be proposed to be voted on by interested parties and
approved by the Bankruptcy Court in accordance with the provisions of the
Bankruptcy Code. Although the Debtors expect to file a plan that may provide for
its emergence from Chapter 11 during 2003, there can be no assurance that a plan
will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that
any such plan will be consummated. At this time, it is not possible for the
Company to predict the effect of the Chapter 11 reorganization process on the

                                       2





<Page>


Company's businesses, various creditors and security holders, or when it may be
possible for the Debtors to emerge from Chapter 11.

    The ultimate treatment of and recovery, if any, by creditors and security
holders will not be determined until confirmation of a plan or plans of
reorganization. GenTek and the other Debtors are unable to predict at this time
what the treatment of creditors and equity holders of the respective Debtors
will ultimately be under any plan or plans of reorganization finally confirmed.
Although until a plan is approved there is substantial uncertainty as to the
treatment of creditors and equity holders, based upon information available to
it, the Company currently believes that the Debtors' proposed reorganization
plan or plans will provide for the cancellation of existing equity interests and
for limited recoveries by holders of debt securities. Accordingly, the Company
urges that appropriate caution be exercised with respect to existing and future
investments in any of these securities.

    On February 28, 2003, the Company and Esseco S.p.A. announced plans to form
a joint venture, Esseco General Chemical LLC, to supply various sodium and
sulfur-based chemistries to the North American market. Initially, the joint
venture will focus on the supply and distribution of all grades of sodium
metabisulfite, sodium sulfite and sodium thiosulfate, among other products. It
is anticipated that the joint venture will be operational early in the second
quarter of 2003. The implementation of the joint venture is subject to certain
conditions, including approval of the Bankruptcy Court in Delaware. A motion
seeking such approval was filed on March 11, 2003.

    On February 28, 2003, the Company announced a plan to wind down and close
operations in North Claymont, Delaware at the South Plant of the Delaware Valley
Works complex, an industrial facility owned and operated by the Company. The
plan is subject to approval by the Bankruptcy Court. A motion seeking such
approval was filed on March 4, 2003. If approved by the Bankruptcy Court, the
South Plant is expected to cease production on or about September 30, 2003. The
South Plant contains sulfuric acid regeneration and production facilities as
well as other operations. Failure of the Company to achieve such approval could
have a material adverse effect on the Company's results of operations. The
Company intends to comply fully with all of its environmental obligations in
connection with the decommissioning of the facility including, without
limitation, those relating to any investigation and remediation of the facility
required by law. Depending on the scope of any investigation and any remedial
activity required as a result, additional costs above those currently estimated
could be incurred over a period of the next several years. The Company is
currently unable to estimate the nature and extent of these potential additional
costs. As such, it is possible that the final outcome could have a material
adverse effect on the Company's results of operations, cash flows and financial
condition. Operations at the Delaware Valley Works' other manufacturing areas
located in the North Plant of the facility, including the production of sulfur,
fluorine, potassium and ammonia-based compounds and warehousing, distribution
and transportation operations, will continue.

    To minimize the impact of the South Plant closure on its sulfuric acid
regeneration and merchant acid customers, the Company has made arrangements to
continue offering products and services to these customers through its four
other sulfuric acid facilities, supplemented by agreements with certain
strategic partners. In particular, the Company has negotiated with Rhodia Inc.
to assume responsibility for five of its sulfuric acid regeneration contracts,
subject to entering into appropriate modified contracts with the customers. A
motion seeking the Bankruptcy Court's approval of the transaction with Rhodia
Inc. was filed on March 11, 2003.

    The consolidated financial statements included elsewhere in this report have
been prepared in accordance with Statement of Position 90-7 ('SOP 90-7'),
'Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,'
and on a going concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the ordinary course of
business. However, as a result of the Filing, such realization of assets and
liquidation of liabilities are subject to uncertainty. While operating as
debtors-in-possession under the protection of Chapter 11 of the Bankruptcy Code
and subject to Bankruptcy Court approval or otherwise as permitted in the normal
course of business, the Debtors may sell or otherwise dispose of assets and
liquidate or settle liabilities for amounts other than those reflected in the
consolidated financial statements. Further, a plan of reorganization could
materially change the amounts and classifications reported in the consolidated
financial statements, which do not give effect to any adjustments to the
carrying value of assets or

                                       3





<Page>


amount of liabilities that might be necessary as consequence of a plan of
reorganization. Liabilities and obligations whose treatment and satisfaction is
dependent on the outcome of the Chapter 11 cases have been segregated and
classified as liabilities subject to compromise in the consolidated balance
sheet.

    Pursuant to the Bankruptcy Code, schedules have been filed by the Debtors
with the Bankruptcy Court setting forth the assets and liabilities of the
Debtors as of the date of Filing. Differences between amounts recorded by the
Debtors and claims filed by creditors will be investigated and resolved as part
of the proceedings in the Chapter 11 cases. A bar date of April 14, 2003 has
been set for the filing of proofs of claim against the Debtors. Accordingly, the
ultimate number and allowed amount of such claims are not presently known.

PRODUCTS AND SERVICES BY SEGMENT

    The following table sets forth the Company's sales by segment for each of
the three years in the period ended December 31, 2002.

<Table>
<Caption>
                                                           YEARS ENDED DECEMBER 31,
                                                        ------------------------------
                                                          2002       2001       2000
                                                          ----       ----       ----
                                                                (IN MILLIONS)
<S>                                                     <C>        <C>        <C>
Communications........................................  $  294.0   $  405.0   $  507.8
Manufacturing.........................................     477.1      478.5      553.3
Performance Products..................................     357.4      360.9      353.1
                                                        --------   --------   --------
                                                        $1,128.5   $1,244.4   $1,414.2
                                                        --------   --------   --------
                                                        --------   --------   --------
</Table>

COMMUNICATIONS SEGMENT

    The communications segment is a global provider of products, systems and
services for local and wide area data and communications networks. These
products and services use and build on the throughput-enhancing technology that
the Company has developed. The Company's offerings include throughput-optimized
copper and fiber-optic cabling and connectivity products for both public and
private enterprise networks, as well as design, installation and maintenance
services for wide-area wireline and wireless networks.

    The Company competes in the global markets for telecommunications and data
networking equipment and services, particularly the public telecom (or access)
and private enterprise (or premise) segments of these markets. The public
telecommunications network is comprised of the long-haul network (long distance
copper and fiber cables), the metro area (city wide) network, and the access
portion of the network. The Company competes primarily in this access portion
which consists of the telecommunications central office, remote terminals and
the local loop also known as the 'last mile.' The local loop links the
enterprise customer's home or office to the metro area and the long-haul
portions of the public network. The enterprise segment of the market consists of
the voice, data and video networks located within the customer's (or end-user's)
premises.

    The communications segment's customers include Fortune 1000 companies,
incumbent local exchange carriers (ILECs), competitive local exchange carriers
(CLECs), internet service providers (ISPs), managed service providers (MSPs),
data networking equipment distributors, government institutions, public
utilities and academic institutions.

MANUFACTURING SEGMENT

    The manufacturing segment provides a broad range of engineered components
and services to three principal markets: automotive, appliance and electronic,
and industrial. The Company's products for these markets are described below:

    Automotive. For the automotive market, the Company provides:

    o     precision-engineered components for valve-train systems,
          including stamped and machined rocker and roller-rocker
          arms, cam follower rollers, cam follower roller axles,
          antifriction bearings and other hardened/machined
          components;

                                       4





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    o     electronic wire and cable assemblies, such as wire
          harnesses, ignition cables, molded parts, electro-mechanical
          assemblies, engine block heaters, battery blankets and
          various electrical switches, used in the manufacture of
          automobiles, light and heavy duty trucks and personal
          recreation vehicles such as snowmobiles and jet-skis;

    o     computer-aided and mechanical vehicle and component testing
          services for the transportation industry; and

    o     fluid transport and handling equipment for automotive
          service applications.

    The Company's precision-engineered stamped and machined engine components
for valve-train systems improve engine efficiency by reducing engine friction
and component mass. These components are used both in traditional overhead valve
and in the increasingly popular single and double overhead cam (OHC) engines
which power cars, light trucks and sport utility vehicles. The increased use of
these OHC engines has resulted in significant volume growth through market share
gains, as vehicle manufacturers are able to obtain better fuel economy and
higher horsepower using OHC engines.

    The Company's wire and cable assembly products include a variety of
automotive electronic components for use in OEM production and the aftermarket.
The Company is a leading Tier-2 supplier of products such as wire harnesses,
ignition cables, engine block heaters, battery blankets and various electrical
and electro-mechanical switches and assemblies.

    Through its automotive testing offerings, the Company provides mechanical
testing services and computer-aided design, engineering and simulation services
for automotive structural and mechanical systems to OEMs and Tier 1 suppliers.
The Company provides a wide range of testing services for automotive components
and systems from single sub-systems, such as chassis, suspension, seats and
seating assemblies, to entire vehicles. The Company's engineering and simulation
services provide customers with finite element modeling, kinematics, crash and
variation simulation analyses, experimental dynamics and vehicle development
programs, and allow its customers to test their automotive products for
durability, stress, noise, vibration and environmental considerations.

    Automotive manufacturers generally award business to their suppliers by
individual engine line or model, often for multiple-model years. The loss of any
individual engine line or model contract would not be material to the Company.
However, an economic downturn in the automotive industry as a whole or other
events (e.g., labor disruptions) resulting in significantly reduced operations
of any of DaimlerChrysler, Ford or General Motors could have a material adverse
impact on the results of the Company's manufacturing segment. None of these
customers accounted for 10 percent or more of the Company's revenues in 2002.

    Appliance and Electronic. The Company produces custom-designed power cord
systems and wire and cable assemblies for a broad range of appliances and
electronic products including:

    o     household appliances, such as refrigerators, freezers,
          dishwashers, washing machines, ovens, ranges and vacuum
          cleaners;

    o     electronic office equipment, including copiers and printers;
          and

    o     various electronic products, such as medical equipment, ATM
          machines and gaming machines.

    The Company's specialized wiring expertise and high quality wire and cable
assemblies are generally provided to larger OEM customers. A highly competitive
environment has required the Company's customers to improve their productivity
by outsourcing to lower cost suppliers. The Company's manufacturing facilities
are strategically located in both Canada and Mexico, permitting the Company to
share with customers efficiencies gained through its operating scale and lower
costs.

    The Company also owns a 50% interest in PrettlNoma Systems GmbH, a joint
venture that produces modular control panel systems for consumer appliance
manufacturers. PrettlNoma Systems is based in Neuruppin, Germany and, in
addition, operates facilities in Mexico, Poland and Turkey.

    Industrial. For the industrial market, the Company manufactures:

    o     custom-designed wire harness and power cord systems for
          power tools, motors, pumps and other industrial products;
          and

                                       5





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    o     wire and cable for industrial markets, the commercial and
          residential construction industries and for a wide variety
          of end market uses by OEMs.

    The Company produces a broad product line of single and multi conductor wire
and cable, wire harnesses and power cord systems. The Company's wire jacketing
expertise includes the use of polyvinyl chloride (PVC), rubber, thermoplastic
elastomer (TPE) and cross-link compounds.

PERFORMANCE PRODUCTS SEGMENT

    The Company's performance products segment provides a broad range of
value-added products and services to four principal markets: environmental
services, pharmaceutical and personal care, technology and chemical processing.
The Company's products and services for these markets are described below.

    Environmental Services. With a network of 35 plants strategically located
throughout the United States and Canada, the Company is the largest North
American producer of aluminum sulfate, or 'alum,' which is used as a coagulant
in potable water and waste water treatment applications, and a leading supplier
of ferric sulfate and other specialty flocculents (polymer-based materials used
for settling and/or separating solids from liquids). The Company's water
treatment products and services are designed to address the important
environmental issues confronting its customers. These value-added products and
services provide cleaner drinking water, restore algae-infested lakes, reduce
damaging phosphorus runoff from agricultural operations, and significantly
reduce pollution from industrial waste water.

    In the environmental market, the Company also provides sulfuric acid
regeneration services to the refining and chemical industries, and pollution
abatement and sulfur recovery services to selected refinery customers.
Refineries use sulfuric acid as a catalyst in the production of alkylate, a
gasoline blending component with favorable performance and environmental
properties. The alkylation process contaminates and dilutes the sulfuric acid,
thereby creating the need to dispose of or regenerate the contaminated acid. The
Company transports the contaminated acid back to the Company's facilities for
recycling and redelivers the fresh, recycled acid back to customers. This
'closed loop' process offers customers significant savings versus alternative
disposal methods and also benefits the environment by significantly reducing
refineries' waste streams. Similar regeneration services are provided to
manufacturers of ion exchange resins and silicone polymers.

    Pharmaceutical and Personal Care. The Company is a leading supplier of the
active chemical ingredients used in the manufacture of antiperspirants, and also
supplies active ingredients used in prescription pharmaceuticals, nutritional
supplements, nutraceuticals, veterinary health products and other personal care
products.

    Technology. The Company provides ultrahigh-purity electronic chemicals for
the semiconductor and disk drive industries. The Company's electronic chemicals
include ultrahigh-purity acids, caustics, solvents, etchants and formulated
photo ancillaries for use in the manufacture of semiconductor processing chips
and computer disk drives.

    Chemical Processing. The Company manufactures and/or distributes a broad
range of products that serve as chemical intermediates in the production of such
everyday products as newspapers, tires, paints, dyes and carpets. The Company's
products include:

    o     alum and polymer-based enhanced coagulants used in paper
          manufacturing to impart water resistance;

    o     sodium and ammonia sulfites used to produce fixing and
          developing solutions for conventional film and x-ray
          processing;

    o     sodium nitrite, of which the Company is one of only two
          North American producers, primarily used as a reactant in
          the manufacture of dyes, pigments and rubber processing
          chemicals;

    o     potassium fluoride and fluoborate derivatives sold into the
          metal treatment, agrochemical, surfactant and analytical
          reagent markets; and

                                       6





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    o     sulfuric acid, which is used in the manufacture of titanium
          pigments, fertilizers, synthetic fibers, steel, petroleum
          and paper, as well as many other products.

    For further information on geographic and segment data, see 'Note
16 -- Geographic and Industry Segment Information' in the Notes to the
Consolidated Financial Statements.

RESTRUCTURING

    During 2002, the Company initiated a restructuring program to reduce its
workforce in its communications segment, and recorded charges of approximately
$13 million primarily related to employee termination costs.

    During 2001, the Company initiated a restructuring program to reduce its
workforce, close several plants and discontinue certain product lines. As a
result of the above actions, the Company recorded restructuring charges of
approximately $37 million, comprised of $20 million related to employee
termination costs, $12 million for asset write-downs related to management's
decision to exit a business and $5 million for lease obligations and other
closure costs for facilities which will no longer be used.

    The Company expects to substantially complete implementation of its
restructuring programs by the end of 2003. Management does not expect that the
restructuring programs will have a material impact on the Company's revenues.
Cash payments charged against the restructuring liability totaled $9 million for
employee termination costs and $1 million for facility exit costs in 2001 and
$10 million for employee termination costs and $1 million for facility exit
costs in 2002. Management expects that cash outlays related to the restructuring
program will be substantially completed by the end of 2003, however certain
severance and facility exit costs, primarily lease obligations, have payment
terms extending beyond 2003. Management intends to fund these cash outlays from
cash flow generated by operations. Management expects that the actions described
above will result in an estimated annual reduction in employee and facility
related expense and cash flows of approximately $40-$45 million. The Company
began to realize these reductions in the third quarter of fiscal 2001.

COMPETITION

    Competition in the markets served by the communications segment is based on
a number of factors, including but not limited to: product features, quality,
performance and reliability; product-line breadth and end-to-end systems
capabilities; global distribution and customer support capabilities; customer
service and technical support; relationships with customers, distributors and
system integrators; product interoperability and the ability to support emerging
protocols; brand recognition and price. Further, the ability to achieve and
maintain successful performance is dependent on our ability to develop products
that meet the ever-changing requirements of data and voice communications
technology. Due to the breadth of the Company's products and services, it
competes against different competitors in different product and service areas,
with the majority of its competitors focusing on only particular segments of the
total market in which the Company competes.

    In the cabling and connectivity systems market, the primary competitors
capable of supplying entire solutions are Avaya, Cable Design Technologies,
Nexans and Tyco/AMP. Additionally, competitors that supply only the cabling
portion of a complete structured cabling solution include Belden, CommScope,
General Cable and Optical Cable Corporation. Connectivity competitors include
ADC Telecommunications, Hubbell, Huber & Suhner, Molex, Ortronics, Reichle &
De-Massari and 3M/Quante.

    Competition in the manufacturing segment's markets is based upon a number of
factors including design and engineering capabilities, quality, price and the
ability to meet customer delivery requirements. In the automotive market, the
Company competes with, among others, Eaton, Hitchiner, INA, Ingersoll-Rand,
Sumitomo, Yazaki and captive OEMs. In the appliance and electronic and
industrial markets, the Company competes with Belden, General Cable,
International Wire, Nexans and Viasystems, among others.

    Although the Company's performance products segment generally has
significant market share positions in the product areas in which it competes,
most of its end markets are highly competitive. In

                                       7





<Page>


the pharmaceuticals and personal care market, the Company's major competitors
include Giulini, Summit and Westwood. The Company's competitors in the
environmental market include the refineries that perform their own sulfuric acid
regeneration, as well as Arch Chemical, DuPont, Marsulex, PVS and Rhodia, which
also have sulfuric acid regeneration facilities that are generally located near
their major customers. In addition, the Company competes with Geo Specialty
Chemicals, U.S. Aluminates and other regional players in the water treatment
market. Competitors in the technology market include Ashland and
Tyco/Mallinckrodt-Baker. Competitors in the chemical processing market include
BASF, Calabrian, Rhodia, Solvay S.A. and U.S. Salt.

SUPPLIERS; AVAILABILITY OF RESOURCES

    The Company purchases a variety of raw materials for its businesses. The
primary raw materials used by the communications segment are copper, steel and
plastic. The Company's primary raw materials in its manufacturing segment are
copper and steel. The Company's performance products segment's competitive cost
position is, in part, attributable to its control of certain raw materials that
serve as the feedstocks for many of its products. Consequently, major raw
material purchases are limited primarily to sulfuric acid where it is
uneconomical for the Company to supply itself due to distribution costs, soda
ash (for the manufacture of sodium nitrites), bauxite and hydrate (for the
manufacture of alum), zirconium oxychloride (for the manufacture of
antiperspirant active ingredients) and sulfur (for the manufacture of sulfuric
acid).

    The Company purchases raw materials from a number of suppliers and, in most
cases, believes that alternative sources are available to fulfill its needs. In
the Company's opinion, the raw materials needed for its businesses will be
available in sufficient supply on a competitive basis for the foreseeable
future.

SALES AND DISTRIBUTION

    The Company's communications segment has approximately 500 sales, marketing
and customer service personnel in 25 countries around the world. The Company's
products are sold directly to key account customers, often pursuant to
multi-year agreements, and via its international third-party sales and
distribution network for smaller accounts.

    The Company's manufacturing segment has approximately 50 sales, marketing
and customer service personnel. Generally, the Company markets its products
directly to its customers, but in certain industrial markets a distribution
network is used. The manufacturing segment's technical and engineering staff is
an integral part of the segment's sales and distribution effort. Since many of
the Company's products are precision-engineered and custom-designed to customer
specifications, the Company's sales force and engineers work closely with its
customers in designing, producing, testing and improving its products.

    In the Company's performance products segment, the Company employs
approximately 120 sales, marketing, distribution and customer service personnel.
The sales force is divided into several specialized groups which focus on
specific products, end-users and geographic regions. This targeted approach
provides the Company with insight into emerging industry trends and creates
opportunities for product development.

SEASONALITY; BACKLOGS

    The businesses of the communications and manufacturing segments are
generally not seasonal. Within the performance products segment, the
environmental services business has higher volumes in the second and third
quarters of the year, owing to (i) higher spring and summer demand for sulfuric
acid regeneration services from gasoline refinery customers to meet peak summer
driving season demand and (ii) higher spring and summer demand from water
treatment chemical customers to manage seasonally high and low water conditions.
The other markets that the performance products segment serves are generally not
seasonal. Due to the nature of the Company's businesses, there are no
significant backlogs.

                                       8





<Page>


ENVIRONMENTAL MATTERS

    The Company's various manufacturing operations, which have been conducted at
a number of facilities for many years, are subject to numerous laws and
regulations relating to the protection of human health and the environment in
the U.S., Canada, Australia, Austria, China, Germany, Great Britain, India,
Ireland, Mexico and other countries in which it operates. The Company believes
that it is in substantial compliance with such laws and regulations. However, as
a result of its operations, the Company is involved from time to time in
administrative and judicial proceedings and inquiries relating to environmental
matters. Based on information available at this time with respect to potential
liability involving these facilities, the Company believes that any such
liability will not have a material adverse effect on its financial condition,
cash flows or results of operations. However, modifications of existing laws and
regulations or the adoption of new laws and regulations in the future,
particularly with respect to environmental and safety standards, could require
capital expenditures which may be material or otherwise adversely impact the
Company's operations.

    The Company has an established program to ensure that its facilities comply
with environmental laws and regulations. In 2002, expenditures made in
connection with this program approximated $17 million (of which approximately $3
million represented capital expenditures and approximately $14 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). Expenditures for 2001
approximated $16 million (of which approximately $4 million represented capital
expenditures and approximately $12 million related to ongoing operations and the
management and remediation of potential environmental contamination from prior
operations). Management expects expenditures similar to 2002 levels in 2003. In
addition, if environmental laws and regulations affecting the Company's
operations become more stringent, costs for environmental compliance may
increase above historical levels.

    The Comprehensive Environmental Response Compensation and Liability Act of
1980 ('CERCLA') and similar state statutes have been construed as imposing joint
and several liability, under certain circumstances, on present and former owners
and operators of contaminated sites and transporters and generators of hazardous
substances regardless of fault. The Company's facilities have been operated for
many years by the Company or its prior owners and operators, and adverse
environmental conditions of which the Company is not aware may exist. The
discovery of additional or unknown environmental contamination at any of the
Company's current or former facilities could have a material adverse effect on
the Company's financial condition, cash flows and/or results of operations. In
addition, the Company has received written notice from the Environmental
Protection Administration that it has been identified as a 'potentially
responsible party' under CERCLA at three third-party sites. The Company does not
believe that its liability, if any, for these sites will be material to its
results of operations, cash flows or financial condition.

    At any time, the Company may be involved in proceedings with various
regulatory authorities which could require the Company to pay various fines and
penalties due to violations of environmental laws and regulations at its sites,
remediate contamination at some of these sites, comply with applicable standards
or other requirements, or incur capital expenditures to modify certain pollution
control equipment or processes at its sites. Again, although the amount of any
liability that could arise with respect to these matters cannot be accurately
predicted, the Company believes that the ultimate resolution of these matters
will have no material adverse effect on its results of operations, cash flows or
financial condition.

    Avtex Site at Front Royal, Virginia. On March 22, 1990, the Environmental
Protection Agency (the 'EPA') issued to the Company a Notice of Potential
Liability pursuant to Section 107(a) of CERCLA with respect to a site located in
Front Royal, Virginia, owned at the time by Avtex Fibers Front Royal, Inc.,
which has filed for bankruptcy. A sulfuric acid plant adjacent to the main Avtex
site was previously owned and operated by the Company. On September 30, 1998,
the EPA issued an administrative order under Section 106 of CERCLA, which
requires The General Chemical Group Inc. (whose obligations the Company assumed
in connection with the Spinoff), AlliedSignal Inc. (now Honeywell) and Avtex to
undertake certain removal actions at the acid plant. On October 19, 1998, the
Company delivered to the EPA written notice of its intention to comply with that
order, subject to numerous defenses. The requirements of the order include
preparation of a study to determine the extent of any contamination

                                       9





<Page>


at the acid plant site. The Company has provided for the estimated costs of $1.7
million for these activities in its accrual for environmental liabilities
relating to the order. The Company is working cooperatively with the EPA with
respect to compliance with the order and believes that such compliance will not
have a material effect on its results of operations or financial condition.

    Delaware Valley Facility. On September 7, 2000, the U.S. Environmental
Protection Agency issued to the Company an Initial Administrative Order (an
'IAO') pursuant to Section 3008(h) of the Resource Conservation and Recovery Act
('RCRA'), which requires that the Company conduct an environmental investigation
of certain portions of the Company's Delaware Valley facility (the 'Facility')
and, if necessary, propose and implement corrective measures to address any
historical environmental contamination at the Facility. The Company is working
cooperatively with the EPA and Honeywell Inc. (formerly AlliedSignal Inc.),
prior owner of the Facility and current owner of a plant adjacent to the
Facility, to implement the actions required under the IAO. The requirements of
the IAO will be performed over the course of the next several years. The Company
has provided for the estimated costs of $2.4 million for these activities in its
accrual for environmental liabilities. As previously mentioned, on February 28,
2003 the Company announced a plan to wind down and close most South Plant
operations of its Delaware Valley facility. This closure could result in an
expansion of the investigation to be performed under the IAO. Depending on the
scope of any potential expansion of the investigation under the IAO and any
additional remedial activity required as a result, additional costs above those
currently estimated could be incurred over a period of the next several years.
The Company is currently unable to estimate the nature and extent of these
potential additional costs. As such, it is possible that the final outcome could
have a material adverse effect on the Company's results of operations, cash
flows or financial condition.

    Anacortes, Washington Facility. On March 30, 2000, the Company received a
Notice of Violation issued by the U.S. Environmental Protection Agency, pursuant
to which the EPA alleged that the routine replacement of certain catalysts at
the Company's Anacortes, Washington facility in 1990 constituted a violation of
the EPA's Prevention of Significant Deterioration ('PSD') regulations
promulgated under Sections 165 - 169 of the Clean Air Act. The Company denies
such allegation and will defend itself vigorously in this matter. There has been
no activity with respect to this matter during 2001 or 2002. In the event that
the Company is unsuccessful in its defense or cannot otherwise resolve this
matter with the EPA, potential penalties could exceed $100,000. Management does
not expect that this matter will have a material effect on the financial
condition, cash flows or results of operations of the Company.

    Claims against the Debtors for environmental liabilities arising prior to
the Filing will be addressed in the Chapter 11 cases. In general, monetary
claims by private (non-governmental) parties relating to remedial actions at
off-site locations used for disposal prior to the Filing and penalties resulting
from violations of applicable environmental law before that time will be treated
as general unsecured claims. The Debtors are obligated to comply with applicable
environmental law in the conduct of their business as debtors-in-possession,
including any potential obligation to conduct investigations and implement
remedial actions at facilities the Company owns or operates, and thus will be
required to pay such expenses in full.

EMPLOYEES/LABOR RELATIONS

    At December 31, 2002, the Company had approximately 7,500 employees, of whom
approximately 2,500 were full-time salaried employees, approximately 2,200 were
full-time hourly employees (represented by 11 different unions) and
approximately 2,800 were hourly employees working in nonunion facilities.
Approximately 500 of the Company's 2,500 salaried employees are based in
Germany. German-based employees are members of unions and are subject to
industry-wide and other collective bargaining agreements.

    The Company's union contracts have durations which vary from two to four
years. The Company's relationships with its different unions are generally good.

                                       10





<Page>


EXECUTIVE OFFICERS AND KEY EMPLOYEES

    Set forth below is information with respect to each of the Company's
executive officers and/or key employees.

    Richard R. Russell, 60, President and Chief Executive Officer and a Director
since April 1999. From 1994 until April 1999, he served as the President and
Chief Executive Officer and a Director of The General Chemical Group Inc. Mr.
Russell has also been the President and Chief Executive Officer of General
Chemical Corporation since 1986.

    Matthew R. Friel, 36, Vice President, Chief Financial Officer and Treasurer
since September 2001. From September 1997 to September 2002, Mr. Friel served as
Managing Director of Latona Associates Inc. ('Latona Associates'). Latona
Associates has provided GenTek with strategic management, business and financial
advisory services since 1995.

    Michael R. Herman, 40, Vice President and General Counsel since April 1999.
From 1997 until April 1999, he served as the Vice President and General Counsel
of General Chemical Corporation.

    Ronald A. Lowy, 47, Chief Operating Officer of the Krone Group since January
2001. Mr. Lowy served as Vice President and General Manager -- Automotive and
Industrial Products of Prestolite Wire Corporation from January 2000 to December
2000, and Vice President and General Manager -- Automotive Products of
Prestolite Wire Corporation from 1995 to 2000.

    Kevin J. O'Connor, 52, Vice President and Controller since April 1999. From
March 1996 until April 1999, he served as the Controller of The General Chemical
Group Inc. Mr. O'Connor has also served as Controller of General Chemical
Corporation since 1986.

    Ramanlal L. Patel, 57, President of the Manufacturing segment since December
2001. Mr. Patel has also served as President and Chief Executive Officer of Noma
Company since January 2001. From 1997 to December 2000, he was Chief Executive
Officer of Pram Filtration Corporation.

    Charles W. Shaver, 44, Vice President and General Manager for Performance
Products since November 2001. Mr. Shaver served as Vice President and General
Manager for Performance Products for Arch Chemicals, Inc. from 1999 to November
2001. From September 1996 to 1999 he served as Vice President of Operations and
Chief Operating Officer for MMT, Inc.

    Matthew M. Walsh, 36, Vice President and Operations Controller since
December 2000. Mr. Walsh served as Vice President and Treasurer from January
2000 through December 2000. Mr. Walsh served as Group Controller -- Performance
Products of General Chemical Corporation from October 1997 to December 1999.

ITEM 2. PROPERTIES.

    The Company operates over 80 manufacturing and production facilities located
in the United States, Canada, Australia, Austria, China, Germany, Great Britain,
India, Ireland and Mexico. The Company's headquarters are located in Hampton,
New Hampshire.

    Set forth below are the locations and uses of the Company's major
properties:

<Table>
<Caption>
LOCATION                                                       USE
--------                                                       ---
<S>                                        <C>
Communications Segment
Centennial, Colorado(1)..................  Offices
Sidney, Nebraska(2)......................  Production Facility
North Bennington, Vermont(1).............  Production Facility
Racine, Wisconsin(2).....................  Production Facility and Offices
Sydney, Australia........................  Production Facility and Offices
Trumau, Austria..........................  Production Facility
Cheltenham, England......................  Production Facility and Offices
Berlin, Germany(1).......................  Production Facility and Offices
Toluca, Mexico(1)........................  Production Facility
Shanghai, People's Republic of China.....  Production Facility
</Table>

                                                  (table continued on next page)

                                       11





<Page>


(table continued from previous page)

<Table>
<Caption>
LOCATION                                                       USE
--------                                                       ---
<S>                                        <C>
Bangalore, India.........................  Production Facility

Manufacturing Segment
Southfield, Michigan(1)..................  Offices
Troy, Michigan(1)........................  Production Facility and Offices
Westland, Michigan(1)....................  Production Facility
Weaverville, North Carolina(2)...........  Production Facility
Upper Sandusky, Ohio(1)..................  Production Facility
Toledo, Ohio.............................  Production Facility
Defiance, Ohio...........................  Production Facility
Perrysburg, Ohio(1)......................  Production Facility and Offices
Mineral Wells, Texas.....................  Production Facility
Imuris, Mexico...........................  Production Facility
Juarez, Mexico(1)........................  Production Facility
Nogales, Mexico..........................  Production Facility
Concord, Ontario(2)......................  Production Facility
Guelph, Ontario(1).......................  Production Facility
Scarborough, Ontario(2)..................  Production Facility
Stouffville, Ontario(2)..................  Production Facility
Tillsonburg, Ontario(1)..................  Production Facility
Waterdown, Ontario.......................  Production Facility

Performance Products Segment
Hollister, California(2).................  Production Facility and Offices
Pittsburg, California(2).................  Production Facility
Richmond, California(2)..................  Production Facility
North Claymont, Delaware(2)..............  Production Facility, Offices and Warehouse
Augusta, Georgia.........................  Production Facility
East St. Louis, Illinois.................  Production Facility
Berkeley Heights, New Jersey(2)..........  Production Facility, Offices and Warehouse
Newark, New Jersey(2)....................  Production Facility
Solvay, New York(2)......................  Production Facility
Marcus Hook, Pennsylvania(2).............  Production Facility, Offices and Warehouse
Celina, Texas(2).........................  Production Facility
Midlothian, Texas(2).....................  Production Facility
Anacortes, Washington....................  Production Facility
Dublin, Ireland..........................  Production Facility, Offices and Warehouse
Thorold, Ontario.........................  Production Facility
Valleyfield, Quebec......................  Production Facility

Offices
Hampton, New Hampshire(1)................  Headquarters
Parsippany, New Jersey(1)................  Offices
</Table>

---------
(1)  Leased.

(2)  Mortgaged as security under the Company's senior credit
     facility.

ITEM 3. LEGAL PROCEEDINGS.

    The Company is involved in claims, litigation, administrative proceedings
and investigations of various types, including the Sunoco Employee litigation
discussed below, and certain environmental proceedings previously discussed.
Although the amount of any liability that could arise with respect to these
actions cannot be accurately predicted, the opinion of management based upon
currently-available information is that any such liability not covered by
insurance will have no material adverse effect on the Company's results of
operations, cash flows or financial condition. See Item 1. 'Business --
Environmental Matters' above.

                                       12





<Page>


    As previously discussed, on October 11, 2002, GenTek and 31 of its direct
and indirect subsidiaries, including its Noma Company subsidiary (collectively,
the 'Debtors') filed voluntary petitions for reorganization relief (the
'Filing') under Chapter 11 of the United States Bankruptcy Code (the 'Bankruptcy
Code') in the United States Bankruptcy Court for the District of Delaware (the
'Bankruptcy Court'). The Debtors' cases are being jointly administered as Case
No. 02-12986 (MFW). As a result of the Debtors' commencement of the Chapter 11
cases, an automatic stay has been imposed against the commencement or
continuation of legal proceedings against the Debtors outside of the Bankruptcy
Court. Claimants against the Debtors may assert their claims in the Chapter 11
cases by filing a proof of claim, to which the Debtors may object and seek a
determination from the Bankruptcy Court as to the allowability of the claim.
Claimants who desire to liquidate their claims in legal proceedings outside of
the Bankruptcy Court will be required to obtain relief from the automatic stay
by order of the Bankruptcy Court. If such relief is granted, the automatic stay
will remain in effect with respect to the collection of liquidated claim
amounts. As a general rule, all claims against the Debtors that seek a recovery
from assets of the Debtors' estates will be addressed in the Chapter 11 cases
and paid only pursuant to the terms of a confirmed plan of reorganization.

    Sunoco Employee Litigation. In April 1998, approximately 40 employees (and
their respective spouses) of the Sunoco refinery in Marcus Hook, Pennsylvania,
filed lawsuits in the Court of Common Pleas, Delaware County, Pennsylvania,
against The General Chemical Group Inc. (whose obligations have been assumed by
the Company pursuant to the terms of the Spinoff), alleging that sulfur dioxide
and sulfur trioxide releases from the Company's Delaware Valley facility caused
various respiratory and pulmonary injuries. Unspecified damages in excess of
$50,000 for each plaintiff are sought. As a result of pretrial proceedings,
there are presently only 36 employees who are pursuing individual personal
injury claims and 29 spouses claiming loss of consortium. The scheduled trial
date is March 2003, but the trial will not commence at this time due to the
automatic stay previously mentioned. The Company has denied all material
allegations of the complaints and will continue to defend itself vigorously in
this matter. Management further believes that current accruals and available
insurance should provide adequate coverage in the event of an adverse result in
this matter and that, based on currently available information, this matter will
not have a material adverse effect on the Company's results of operations, cash
flows or financial condition.

    In addition, on September 24, 1999 the same attorneys that filed the April
1998 individual actions against the Company also filed a purported class action
complaint against the Company, titled Whisnant vs. General Chemical Corporation,
(in the Court of Common Pleas, Delaware County, Pennsylvania), on behalf of more
than 1,000 current and former employees of the Sunoco Marcus Hook, Pennsylvania
refinery located immediately adjacent to the Company's Delaware Valley facility.
The complaint alleges that unspecified releases of sulfur dioxide and sulfur
trioxide over unspecified timeframes caused injuries to the plaintiffs, and
seeks, among other things, to establish a 'trust fund' for medical monitoring
for the plaintiffs. In May 2002, the trial court denied plaintiffs' motion to
certify the case to proceed as a class action. Plaintiffs have appealed that
decision. The Company will vigorously defend itself in this matter. Management
further believes that the Company's current accruals and available insurance
should provide adequate coverage in the event of an adverse result in this
matter, and that, based on currently available information, this matter will not
have a material adverse effect on the Company's results of operations, cash
flows or financial condition. Unless otherwise ordered by the Bankruptcy Court,
the claim is subject to the automatic stay and recoveries (if any) sought
thereon from assets of the Debtors will be addressed in the Chapter 11 cases.

    Richmond Litigation. Starting on or about April 29, 2002, lawyers claiming
to represent approximately 44,000 persons filed approximately 24 lawsuits in
Contra Costa, San Francisco and Alameda counties in California state court,
making claims against the Company and a third party arising out of a May 1, 2001
release of sulfur dioxide and sulfur trioxide from the Company's Richmond,
California sulfuric acid facility. A class action lawsuit arising out of the
same facts has also been filed. The release was caused when the third party's
truck hit a power pole and damaged an electrical substation owned by the local
utility, thereby knocking out electrical power to a number of users, including
the Company. This resulted in a loss of vacuum pressure at the Company's
facility, which led to the release. The Company, which has also filed suit
against the third party in California State Court in Contra Costa County in
connection with the May 1, 2001 incident, has been served with some of the

                                       13





<Page>


lawsuits. Some of the filed lawsuits also appear to allege damages arising out
of a separate alleged release of sulfur trioxide from the Richmond facility on
November 29, 2001, but it is unclear how many parties have actually made claims
at this time. The lawsuits claim various damages for alleged injuries,
including, without limitation, claims for personal injury, emotional distress,
medical monitoring, nuisance, loss of consortium and punitive damages, but the
amount of damages sought is not known. The Company has filed a petition for
coordination asking that all of the lawsuits be coordinated before a single
judge. That petition is pending. The Company will vigorously defend itself
against these lawsuits. The Company believes it has sufficient insurance
coverage in the event of an adverse result in these lawsuits and does not
believe that this matter will have a material adverse effect on its financial
condition, cash flows or results of operations. Unless otherwise ordered by the
Bankruptcy Court, the lawsuits are subject to the automatic stay and recoveries
(if any) sought thereon from assets of the Debtors will be addressed in the
Chapter 11 cases.

    Delaware Valley Settlement. On July 2, 2002, the Company's Delaware Valley
facility experienced a release of fluosulfonic acid while loading a railcar for
delivery to a customer. In connection with this accident and other releases and
emissions at the Delaware Valley facility, the Company and representatives of
the Delaware Department of Natural Resources and Environmental Control ('DNREC')
have reached agreement to resolve all alleged violations relating to the July 2,
2002 accident and any other releases and emissions occurring on or after January
1, 2001. Without admitting liability, the Company agreed to pay a $475,000 civil
penalty, plus DNREC's out-of-pocket costs in investigating the July 2, 2002
incident. In addition, the Company also agreed, among other things to make
certain improvements to its process safety and risk management programs at the
facility. The settlement was approved by the Superior Court of the State of
Delaware on September 25, 2002. On December 2, 2002, the Bankruptcy Court issued
an order approving payment of the civil penalty, and the Company has paid the
penalty in full.

    Other Claims. The Company is subject to various other claims and legal
actions that arise in the ordinary course of business. Claims and legal actions
against the Debtors that existed as of the date of the Filing are subject to the
automatic stay, and recoveries sought thereon from assets of the Debtors will be
required to be dealt with in the Chapter 11 cases.

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

    No items were submitted to a vote of security holders of the Company,
through the solicitation of proxies or otherwise, during the fourth quarter of
fiscal 2002.

                                       14





<Page>


                                    PART II

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

MARKET INFORMATION

    The Company's Common Stock is currently traded on the Over The Counter
Bulletin Board under the symbol 'GNKIQ.' The Company's Class B Common Stock has
ten votes per share, is subject to significant restrictions on transfer and is
convertible at any time into Common Stock on a share-for-share basis. The Common
Stock and Class B Common Stock are substantially identical, except as to the
disparity in voting power, restriction on transfer and conversion provisions.
There is no established public trading market for the Company's Class B Common
Stock. The table below shows the high and low recorded sales prices of the
Company's Common Stock, for each quarterly period within the last two years.

<Table>
<Caption>
                                                                            2002
                                                              ---------------------------------
                                                              FIRST   SECOND     THIRD   FOURTH
                                                              -----   ------     -----   ------
<S>                                                           <C>     <C>        <C>     <C>
Stock price -- high.........................................  $1.97    $.47      $.23    $.095
Stock price -- low..........................................  $ .30    $.15      $.08    $.015

<Caption>
                                                                            2001
                                                              --------------------------------
                                                              FIRST    SECOND   THIRD   FOURTH
                                                              -----    ------   -----   ------
<S>                                                           <C>      <C>      <C>     <C>
Stock price -- high.........................................  $16.60   $13.00   $7.75   $4.00
Stock price -- low..........................................  $10.40   $ 5.26   $3.25   $1.11
</Table>

    As of March 13, 2003, there were 141 stockholders of record of the Company's
Common Stock and 3 stockholders of record of the Company's Class B Common Stock.

DIVIDENDS

    The Company paid a regular quarterly cash dividend of $.05 per share for the
first, second and third quarters of 2001. During the fourth quarter of 2001, the
Company suspended the payment of quarterly dividends and no dividends were paid
in 2002.

EQUITY COMPENSATION PLAN INFORMATION

<Table>
<Caption>
                                                                                               NUMBER OF
                                                                                               SECURITIES
                                               NUMBER OF                                     REMAINING FOR
                                           SECURITIES TO BE                                 FUTURE ISSUANCE
                                              ISSUED UPON        WEIGHTED-AVERAGE             UNDER EQUITY
                                              EXERCISE OF        EXERCISE PRICE OF         COMPENSATION PLANS
                                              OUTSTANDING           OUTSTANDING                (EXCLUDING
                                           OPTIONS, WARRANTS     OPTIONS, WARRANTS        SECURITIES REFLECTED
             PLAN CATEGORY                    AND RIGHTS            AND RIGHTS               IN COLUMN (a))
             -------------                    ----------            ----------               --------------
                                                  (a)                   (b)                      (c)(1)
<S>                                       <C>                   <C>                       <C>
Equity compensation plans approved by
  security holders......................       2,951,923              $11.66(2)                1,330,165
Equity compensation plans not approved
  by security holders...................               0                 N/A                           0
                                               ---------                                       ---------
Total...................................       2,951,923              $11.66                   1,330,165
</Table>

---------

(1)  The shares listed in column (c) may be issued in the form of
     options or other stock-based awards, which include
     restricted or unrestricted stock, restricted stock
     appreciation rights, performance shares and performance
     units and dividend equivalents.

(2)  Calculation does not include 110,923 restricted units, which
     represent rights to receive common stock, included in column
     (a) which have no exercise price.

                                       15





<Page>


ITEM 6. SELECTED FINANCIAL DATA.

    The following selected consolidated financial data of the Company have been
derived from and should be read in conjunction with the Company's Consolidated
Financial Statements.

<Table>
<Caption>
                                                                        YEARS ENDED DECEMBER 31,
                                                ------------------------------------------------------------------------
                                                   2002            2001            2000            1999           1998
                                                   ----            ----            ----            ----           ----
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                             <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
   Net revenues...............................  $1,128,533      $1,244,420      $1,414,187      $1,032,925      $534,838
   Restructuring and impairment charges.......      78,238         187,417              --              --            --
   Operating profit (loss)....................     (25,071)       (172,746)(1)     159,291(2)      115,087(3)     50,950(4)
   Interest expense...........................      60,135          74,980          74,948          45,979        18,163
   Income (loss) from continuing
     operations(5)............................    (199,524)(6)    (170,844)(1)      50,241(2)       35,033(3)     36,759(7)
   Income from discontinued operations........          --              --              --           1,006        10,299
   Net income (loss)(5)(8)....................  $ (360,649)(6)  $ (170,844)(1)  $   50,241(2)   $   31,100(3)   $ 43,397(7)
PER SHARE:
   Income (loss) from continuing operations --
     basic(5).................................  $    (7.82)(6)  $    (6.72)(1)  $     2.04(2)   $     1.67(3)   $   1.74(7)
   Income (loss) from continuing operations --
     diluted(5)...............................       (7.82)(6)       (6.72)(1)        1.99(2)         1.64(3)       1.69(7)
   Net income (loss) -- basic(5)(8)...........      (14.13)(6)       (6.72)(1)        2.04(2)         1.48(3)       2.06(7)
   Net income (loss) -- diluted(5)(8).........      (14.13)(6)       (6.72)(1)        1.99(2)         1.45(3)       1.99(7)
   Dividends(9)...............................          --             .15             .20             .20           .20
OTHER DATA:
   Capital expenditures.......................  $   52,440      $   77,778      $   81,298      $   47,323      $ 41,961
   Depreciation and amortization..............      47,903          68,317          68,973          54,222        25,514
BALANCE SHEET DATA (AT END OF PERIOD):
   Cash and cash equivalents..................  $  133,030      $    9,205      $    4,459      $   20,687      $ 61,598
   Total assets...............................     956,985       1,164,843       1,350,722       1,254,866       570,283
   Long-term debt (including current
     portion).................................     939,529         832,426         818,812         724,115       357,531
   Total equity (deficit).....................    (510,321)       (142,337)         47,658          56,403       (28,465)
</Table>

---------
(1)  Includes charges of $60.0 million ($36.3 million after tax
     or $1.43 per share), principally related to provisions for
     obsolete and excess inventory and loss provisions for
     accounts receivable.

(2)  Includes a charge of $5.8 million ($3.5 million after tax or
     $.14 per share) for purchased in-process research and
     development.

(3)  Includes a charge of $6.2 million ($3.7 million after tax or
     $.17 per share) primarily related to the Spinoff.

(4)  Includes a charge of $12.1 million ($7.3 million after tax
     or $.33 per share) primarily due to an asset impairment
     write-down for two of the Company's manufacturing facilities
     and incremental accruals of $9.8 million ($5.9 million after
     tax or $.27 per share) principally related to litigation and
     environmental spending.

(5)  Includes an increase to the deferred tax asset valuation
     allowance of $142.8 million ($5.59 per share) in 2002 to
     record a valuation allowance for the Company's net domestic
     deferred tax assets and, in 2000, a charge of $2.8 million
     ($.11 per share) to revalue certain deferred tax assets in
     Germany.

(6)  Includes reorganization items of $11.6 million ($.46 per
     share).

(7)  Includes a nonrecurring gain of $19.5 million ($.89 per
     share) related to an income tax settlement and the impact of
     the adjustments in footnote four.

(8)  Includes the cumulative effect of a change in accounting
     principle of $161.1 million ($6.31 per share) in 2002 and
     extraordinary losses net of tax of $4.9 million ($.23 per
     share) and $3.7 million ($.17 per share), related to the
     early retirement of certain indebtedness, for the years 1999
     and 1998, respectively.

(9)  During the fourth quarter of 2001, the Company suspended the
     payment of quarterly dividends.

                                       16








<Page>


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

OVERVIEW

    GenTek Inc. is a technology-driven manufacturer of communications products,
industrial components and performance chemicals. The Company operates through
three primary business segments: communications, manufacturing and performance
products. The communications segment serves the public telecom and the private
enterprise network markets. The manufacturing segment serves the automotive,
appliance and electronic and industrial markets. The performance products
segment serves customers in many industries including the environmental
services, pharmaceutical and personal care, technology and chemical processing
markets.

    On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries,
including its Noma Company subsidiary (collectively, the 'Debtors'), filed
voluntary petitions for reorganization relief (the 'Filing') under Chapter 11 of
the United States Bankruptcy Code (the 'Bankruptcy Code') in the United States
Bankruptcy Court for the District of Delaware (the 'Bankruptcy Court'). The
Debtors' cases are being jointly administered as Case No. 02-12986 (MFW). As a
result of the Filing, an automatic stay was imposed against efforts by claimants
to collect amounts due or to proceed against property of the Debtors. The
Debtors have been operating, and will continue to operate, their respective
businesses as 'debtors-in-possession' under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court. As such, they are permitted to engage in
ordinary course of business transactions without prior approval of the
Bankruptcy Court. Transactions outside of the ordinary course of business,
including certain sales of assets and certain requests for additional
financings, will require approval by the Bankruptcy Court. There is no assurance
that such approvals will be granted when requested.

    On December 10, 2002, Noma Company sought and obtained from the Ontario
Superior Court of Justice, Canada (the 'Ontario Court'), an initial order
pursuant to section 18.6 of the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended ('CCAA'), recognizing the Filing and granting Noma
Company, among other things, a stay against claims, proceedings and the exercise
of any contractual rights against it or its property in Canada, and recognizing
various orders granted by the Bankruptcy Court.

    The Debtors filed for relief under Chapter 11 as a result of the Company's
inability to obtain an amendment to its senior credit facility. The Company
believes that the protection afforded by Chapter 11 best preserves the Debtors'
ability to continue to serve their customers and preserve the value of its
businesses, while it reorganizes, and develops and implements a new strategic
plan to deleverage the Company's balance sheet and create an improved long-term
capital structure.

    Since the Filing, the Company's available cash and continued cash flow from
operations have been adequate to fund ongoing operations and meet anticipated
obligations to customers, vendors and employees in the ordinary course of
business during the Chapter 11 process, and management believes it will continue
to remain adequate. Further, in order to augment its financial flexibility
during the Chapter 11 process, the Company negotiated with certain members of
its pre-petition bank syndicate, and received approval from the Bankruptcy Court
on March 6, 2003, and approval from the Ontario Court on March 13, 2003, to
enter into a debtor-in-possession credit facility. The new facility will enable
the Company to issue up to $50 million of letters of credit, including
approximately $30 million of letters of credit issued under the pre-petition
credit facility, to support the Company and its subsidiaries' undertakings
(other than ordinary trade credit) and will provide the Company's Noma Company
subsidiary with a $10 million revolving credit facility for working capital and
other general corporate purposes of Noma Company. The facility matures on
September 30, 2003, but may be extended to December 31, 2003 by the holders of a
majority of the commitments. To support the payment obligations under the new
facility, the Bankruptcy Court awarded super-priority administrative expense
status to such obligations and granted the lenders senior priming liens (with
certain exceptions) on the Debtors' assets.

    At hearings held on October 17, 2002 and November 7, 2002, the Bankruptcy
Court granted the Debtors' 'first day' motions for various relief designed to
stabilize their operations and business relationships with their customers,
vendors, employees and other entities, and entered orders granting

                                       17





<Page>


authority to the Debtors to, among other things: (1) pay certain pre-petition
and post-petition employee wages, benefits and other employee obligations; (2)
honor customer programs; (3) pay certain pre-petition taxes and fees; (4) pay
certain pre-petition obligations to foreign vendors; (5) pay certain pre-
petition shipping charges; and (6) pay certain pre-petition claims of critical
vendors. The Bankruptcy Court also entered orders authorizing the Debtors to use
cash collateral of their senior lenders, and Noma Company to use GenTek's cash
collateral, on terms specified in such orders. All such orders were also
recognized by the Ontario Court.

    As previously mentioned, as a result of the Filing, pending pre-petition
litigation and claims against the Debtors have been stayed automatically in
accordance with Section 362 of the Bankruptcy Code and no party may take any
action to seek payment on its pre-petition claims or to proceed against property
of the Debtors' estates except pursuant to further order of the Bankruptcy
Court. The Filing resulted in an immediate acceleration of the Company's senior
credit facility and 11% Senior Subordinated Notes, subject to the automatic
stay.

    As a general rule, all of the Debtors' contracts and leases continue in
effect in accordance with their terms notwithstanding the Filing, unless
otherwise ordered by the Bankruptcy Court. The Bankruptcy Court provides the
Debtors with the opportunity to reject any contracts or leases that are
burdensome or assume any contracts or leases that are favorable or otherwise
necessary to their business operations. In the event of a rejection of a
contract or lease by the Debtors, the affected parties may file rejection damage
claims, which are considered to be pre-petition claims. As a condition to
assumption of a contract or lease, the Debtors are required to cure breaches
under such agreements, including, without limitation, payment of any amounts due
and owing.

    GenTek and the other Debtors have incurred, and will continue to incur,
significant administrative and reorganization expenses resulting from the Filing
and the continuing Chapter 11 proceedings. The amount of these expenses, which
are being expensed as incurred and reported as reorganization items, are
expected to have a material effect on the Company's results of operations.

    The potential adverse publicity associated with the Filing and the
continuing Chapter 11 proceedings, and the resulting uncertainty regarding the
Company's future prospects may hinder the Company's ongoing business activities
and its ability to operate, fund and execute its business plan by: impairing
relations with existing and potential customers; limiting the Company's ability
to obtain trade credit; impairing present and future relationships with vendors;
and negatively impacting the ability of the Company to attract, retain and
compensate key employees and to retain employees generally.

    The Company anticipates that most liabilities of the Debtors as of the date
of the Filing will be treated in accordance with one or more Chapter 11 plans of
reorganization which will be proposed to be voted on by interested parties and
approved by the Bankruptcy Court in accordance with the provisions of the
Bankruptcy Code. Although the Debtors expect to file a plan that may provide for
its emergence from Chapter 11 during 2003, there can be no assurance that a plan
will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that
any such plan will be consummated. At this time, it is not possible for the
Company to predict the effect of the Chapter 11 reorganization process on the
Company's businesses, various creditors and security holders, or when it may be
possible for the Debtors to emerge from Chapter 11.

    The ultimate treatment of and recovery, if any, by creditors and security
holders will not be determined until confirmation of a plan or plans of
reorganization. GenTek and the other Debtors are unable to predict at this time
what the treatment of creditors and equity holders of the respective Debtors
will ultimately be under any plan or plans of reorganization finally confirmed.
Although until a plan is approved there is substantial uncertainty as to the
treatment of creditors and equity holders, based upon information available to
it, the Company currently believes that the Debtors' proposed reorganization
plan or plans will provide for the cancellation of existing equity interests and
for limited recoveries by holders of debt securities. Accordingly, the Company
urges that appropriate caution be exercised with respect to existing and future
investments in any of these securities.

    On February 28, 2003, the Company and Esseco S.p.A. announced plans to form
a joint venture, Esseco General Chemical LLC, to supply various sodium and
sulfur-based chemistries to the North American market. Initially, the joint
venture will focus on the supply and distribution of all grades of

                                       18





<Page>


sodium metabisulfite, sodium sulfite and sodium thiosulfate, among other
products. It is anticipated that the joint venture will be operational early in
the second quarter of 2003. The implementation of the joint venture is subject
to certain conditions, including approval of the Bankruptcy Court in Delaware. A
motion seeking such approval was filed on March 11, 2003.

    On February 28, 2003, the Company announced a plan to wind down and close
operations in Claymont, Delaware at the South Plant of the Delaware Valley Works
complex, an industrial facility owned and operated by the Company. The plan is
subject to approval by the Bankruptcy Court. A motion seeking such approval was
filed on March 4, 2003. If approved by the Bankruptcy Court, the South Plant is
expected to cease production on or about September 30, 2003. Failure of the
Company to achieve such approval could have a material adverse effect on the
Company's results of operations. The South Plant contains sulfuric acid
regeneration and production facilities as well as other operations. The Company
intends to comply fully with all of its environmental obligations in connection
with the decommissioning of the facility including, without limitation, those
relating to any investigation and remediation of the facility required by law.
Depending on the scope of any investigation and any remedial activity required
as a result, additional costs above those currently estimated could be incurred
over a period of the next several years. The Company is currently unable to
estimate the nature and extent of these potential additional costs. As such, it
is possible that the final outcome could have a material adverse effect on the
Company's results of operations, cash flows and financial condition. Operations
at the Delaware Valley Works' other manufacturing areas located in the North
Plant of the facility, including the production of sulfur, fluorine, potassium
and ammonia-based compounds and warehousing, distribution and transportation
operations, will continue.

    To minimize the impact of the South Plant closure on its sulfuric acid
regeneration and merchant acid customers, the Company has made arrangements to
continue offering products and services to these customers through its four
other sulfuric acid facilities, supplemented by agreements with certain
strategic partners. In particular, the Company has negotiated with Rhodia Inc.
to assume responsibility for five of its sulfuric acid regeneration contracts,
subject to entering into appropriate modified contracts with the customers. A
motion seeking the Bankruptcy Court's approval of the transaction with Rhodia
Inc. was filed on March 11, 2003.

    The consolidated financial statements included elsewhere in this report have
been prepared in accordance with Statement of Position 90-7 ('SOP 90-7'),
'Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,'
and on a going concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the ordinary course of
business. However, as a result of the Filing, such realization of assets and
liquidation of liabilities are subject to uncertainty. While operating as
debtors-in-possession under the protection of Chapter 11 of the Bankruptcy Code
and subject to Bankruptcy Court approval or otherwise as permitted in the normal
course of business, the Debtors may sell or otherwise dispose of assets and
liquidate or settle liabilities for amounts other than those reflected in the
consolidated financial statements. Further, a plan of reorganization could
materially change the amounts and classifications reported in the consolidated
financial statements, which do not give effect to any adjustments to the
carrying value of assets or amount of liabilities that might be necessary as
consequence of a plan of reorganization. Liabilities and obligations whose
treatment and satisfaction is dependent on the outcome of the Chapter 11 cases
have been segregated and classified as liabilities subject to compromise in the
consolidated balance sheet.

    Pursuant to the Bankruptcy Code, schedules have been filed by the Debtors
with the Bankruptcy Court setting forth the assets and liabilities of the
Debtors as of the date of Filing. Differences between amounts recorded by the
Debtors and claims filed by creditors will be investigated and resolved as part
of the proceedings in the Chapter 11 cases. A bar date of April 14, 2003 has
been set for the filing of proofs of claim against the Debtors. Accordingly, the
ultimate number and allowed amount of such claims are not presently known.

CRITICAL ACCOUNTING POLICIES

    The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ

                                       19





<Page>


from those estimates. Our significant accounting policies are described in Note
2 to the consolidated financial statements. The significant accounting policies
which we believe are the most critical to the understanding of reported
financial results include the following:

    Accounts Receivable -- GenTek maintains allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required
payments. If the financial condition of our customers were to deteriorate,
additional allowances may be required.

    Inventories -- GenTek provides estimated inventory allowances for obsolete
and excess inventory based on assumptions about future demand and market
conditions. If future demand or market conditions are different than those
projected by management, adjustments to inventory allowances may be required.

    Deferred Taxes -- GenTek records a valuation allowance to reduce its
deferred tax assets to the amount the Company believes is more likely than not
to be realized based upon historical taxable income, projected future taxable
income and available tax planning strategies. Our estimates of future taxable
income are based upon our current operating forecast, which we believe to be
reasonable. During the second quarter of 2002, the Company revised its
projection of domestic taxable income. These estimates projected significantly
lower domestic taxable income than previous projections, principally due to the
downturn in the global communications market. As a result of lower projected
domestic taxable income during 2002 and the Company's evaluation of potential
tax-planning strategies, the Company has concluded that it is more likely than
not that it will not be able to realize its domestic net deferred tax assets.
Accordingly, during 2002 the Company recorded an increase to its valuation
allowance of $143 million effectively reducing the carrying value of its
domestic net deferred tax assets to zero. The Company will continue to monitor
the likelihood of realizing its net deferred tax assets and future adjustments
to the deferred tax asset valuation allowances will be recorded as necessary.
However, different assumptions regarding our current operating forecast could
materially effect our estimates.

    Impairment of Goodwill and Other Intangible Assets -- Gentek records
impairment losses on goodwill and other intangible assets based upon an annual
review of the value of the assets or when events and circumstances indicate that
the asset might be impaired and when the recorded value of the asset is more
than its fair value. Our estimates of fair value are based upon independent
appraisals and our current operating forecast, which we believe to be
reasonable. However, different assumptions regarding our current operating
forecast could materially effect our estimates.

    Impairment of Long-Lived Assets -- GenTek records impairment losses on
long-lived assets when events and circumstances indicate that the assets might
be impaired and the undiscounted cash flows estimated to be generated by those
assets are less than their carrying amount. Our estimates of future cash flows
are based upon our current operating forecast, which we believe to be
reasonable. However, different assumptions regarding such cash flows could
materially affect our estimates.

    Pension and Other Post Retirement Benefits -- GenTek records pension and
other post retirement benefit costs based on amounts developed from actuarial
valuations. Inherent in these valuations are key assumptions provided by the
Company to our actuaries, including the discount rate and expected long-term
rate of return on plan assets. Material changes in pension and other post
retirement benefit costs may occur in the future due to changes in these
assumptions, differences between actual experience and the assumptions used and
changes in the benefit plans.

    Environmental Liabilities -- GenTek has recorded accruals for environmental
liabilities based on current interpretation of environmental laws and
regulations when it is probable that a liability has been incurred and the
amount of such liability can be reasonably estimated. However, discovery of
unknown environmental contamination, the adoption of new laws or regulations or
modifications or changes in enforcement of existing laws and regulations could
require adjustments to these accruals.

    The impact and any associated risks related to these policies on our
business operations is discussed throughout Management's Discussion and Analysis
of Financial Condition and Results of Operations where such policies affect our
reported and expected financial results.

                                       20





<Page>


RESULTS OF OPERATIONS

    The following table sets forth the Company's net revenues and operating
profit (loss) by segment for each of the three years in the period ended
December 31, 2002.

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2002       2001       2000
                                                                ----       ----       ----
                                                                      (IN MILLIONS)
<S>                                                           <C>        <C>        <C>
Net Revenues:
    Performance Products....................................  $  357.4   $  360.9   $  353.1
    Manufacturing...........................................     477.1      478.5      553.3
    Communications..........................................     294.0      405.0      507.8
                                                              --------   --------   --------
        Total...............................................  $1,128.5   $1,244.4   $1,414.2
                                                              --------   --------   --------
                                                              --------   --------   --------
Operating Profit (Loss):
    Performance Products....................................  $   28.6   $  (30.4)  $   40.0
    Manufacturing...........................................      44.8      (10.8)      64.2
    Communications..........................................     (89.5)    (119.1)      59.9
    Elimination/Other Corporate.............................      (9.0)     (12.4)      (4.8)
                                                              --------   --------   --------
        Total...............................................  $  (25.1)  $ (172.7)  $  159.3
                                                              --------   --------   --------
                                                              --------   --------   --------
</Table>

2002 COMPARED WITH 2001

    Net revenues were $1,129 million for the year 2002 compared with $1,244
million for 2001. This decrease is principally due to a decrease in sales in the
communications segment as a result of lower volumes and pricing pressures,
principally driven by a continuing weakness in demand for the Company's public
and private network products and services in the North American and European
markets. Sales in the performance products segment decreased $4 million due to
lower sales in the environmental services and chemical processing markets,
partially offset by higher sales in the pharmaceutical and personal care market
and the technology market. Sales in the manufacturing segment decreased $1.4
million as the result of lower sales in the appliance and electronic market and
the automotive services market, partially offset by higher sales in the
industrial and automotive markets.

    Gross profit of $229 million in 2002 was $21 million below the prior year
level. This decrease is principally due to lower sales volume in the
communications segment and costs associated with the expedited repair of two
boilers and a loss of production at one of the Company's performance products
facilities, partially offset by a $31 million charge to cost of sales recorded
during 2001 primarily due to obsolete and excess inventory, discontinued
products and fixed asset write-offs, and lower goodwill amortization and
depreciation expense.

    Selling, general and administrative expense was $176 million for 2002 as
compared with $236 million for 2001. This decrease is the result of a $29
million charge the Company recorded in 2001 principally due to a loss provision
for accounts receivable and lower expenses in the communications segment
reflecting the impact of the Company's restructuring programs, which included
the closure of two non-core research and development facilities in 2001.

    During 2002, the Company initiated a restructuring program to reduce its
workforce in its communications segment, and recorded charges of approximately
$13 million primarily related to employee termination costs.

    The Company has continued to experience significant declines in its
communications businesses resulting in operating losses for several business
units in 2002. The Company's revised forecast for these businesses indicated
that, based upon continuing diminished prospects in the market served by these
operations, the cash flow to be generated by these businesses would not be
sufficient to recover the carrying value of the long-lived assets at these
operations. In the second quarter of 2002, the Company recorded non-cash
impairment charges totaling $22 million primarily related to fixed assets at two
manufacturing facilities in the communications segment. In the third quarter of
2002, the Company recorded non-cash impairment charges totaling $42 million
primarily related to fixed assets in the Company's connectivity products
business in the communications segment. The charges were due to

                                       21





<Page>


changes in the principal markets served by these operations. The fair values of
the assets were determined based upon a calculation of the present value of the
expected future cash flows.

    Operating loss for 2002 was $25 million as compared to an operating loss of
$173 million in 2001. The operating loss for 2001 includes restructuring,
impairment and other charges totaling $247 million related to asset impairments,
severance, plant closures, discontinuation of certain product lines and
receivable and inventory write downs. The operating loss for 2002 includes
restructuring and impairment charges totaling $78 million, lower depreciation
expense as a result of asset impairment charges recorded in 2001 and lower
amortization expense due to an accounting change related to SFAS No. 142.
Excluding these factors, operating income for 2002 decreased $44 million versus
the prior year principally due to the lower sales volume in the communication
segment, unfavorable performance in the performance products segment due to
costs associated with the expedited repair of two boilers and a loss of
production at one of the Company's facilities, partially offset by favorable
performance in the manufacturing segment reflecting a more stable automotive
production environment and the impact of the Company's restructuring program
implemented in 2001, partially offset by lower prices.

    Interest expense was $60 million for the year 2002 as compared to $75
million for the prior year. This decrease is principally due to no interest
expense being recorded on the Company's senior credit facility and 11% Senior
Subordinated Notes subsequent to the Company's Chapter 11 filing on October 11,
2002 and lower interest rates during the first nine months of 2002, partially
offset by higher average debt balances during the first nine months of 2002 as
compared to 2001. The Company is currently making adequate protection payments
to its senior creditors, which are being treated for accounting purposes as
reductions in principle.

    The Company recorded income tax expense of $107 million for the year 2002.
During the second quarter of 2002, the Company revised its projection of
domestic taxable income. These estimates projected significantly lower domestic
taxable income than previous projections, principally due to the downturn in the
global communications market. As a result of lower projected domestic taxable
income and the Company's evaluation of potential tax planning strategies, the
Company concluded that it is more likely than not that it will not be able to
realize its domestic net deferred tax assets. Accordingly, during 2002 the
Company recorded an increase to its valuation allowance of $143 million
effectively reducing the carrying value of its domestic net deferred tax assets
to zero. The Company will continue to monitor the likelihood of realizing its
net deferred tax assets and future adjustments to the deferred tax asset
valuation allowances will be recorded as necessary.

    The Company adopted SFAS No. 142 'Goodwill and other Intangible Assets'
effective January 1, 2002, which resulted in a charge of $161 million (net of a
tax benefit of $40 million) reported as a cumulative effect of a change in
accounting principle. Please see 'Recent Accounting Pronouncements'.

2001 COMPARED WITH 2000

    Net revenues were $1,244 million for the year 2001 compared with $1,414
million for 2000. This decrease reflects lower volumes in the manufacturing and
communications segments reflecting the general economic slowdown, partially
offset by higher sales in the performance products segment, principally due to
higher volumes in the environmental services market. Manufacturing volumes were
negatively impacted principally by lower production levels in the North American
automotive sector. Lower communications volumes were principally driven by a
slowdown in the Company's North American public and premises network markets.

    Gross profit of $250 million in 2001 was $127 million below the prior year
level. This decrease reflects the above mentioned lower volumes in the
communications and manufacturing segments, lower pricing in the manufacturing
segment and a $31 million charge to cost of sales principally due to obsolete
and excess inventory, discontinued products and fixed asset write-offs.

    Selling, general and administrative expense of $236 million was $23 million
higher than the prior year level. This increase was attributable to a $29
million charge the Company recorded principally due to a loss provision for
accounts receivable for certain customers who have filed for bankruptcy or whose
current financial condition and payment history indicate payment is doubtful.
This increase was partially

                                       22





<Page>


offset by the benefits of the Company's cost reduction programs implemented in
the second, third and fourth quarters of 2001.

    During 2001, the Company initiated a restructuring program to reduce its
workforce, close several plants and discontinue certain product lines. As a
result of the above actions, the Company recorded restructuring charges of
approximately $37 million, comprised of $20 million related to employee
termination costs, $12 million for asset write-downs related to management's
decision to exit a business and $5 million for lease obligations and other
closure costs for facilities which will no longer be used.

    In the early part of 2001, operating losses were experienced in certain of
the Company's operations. Additionally, forecasts updated at that time indicated
significantly diminished prospects for these operations. As a result of these
circumstances, management determined that the long-lived assets of these
operations should be assessed for impairment. Based on the outcome of this
assessment, the Company recorded a non-cash asset impairment charge of $84
million in the second quarter of 2001. This charge includes write-downs of fixed
assets of $57 million, goodwill and intangible assets of $24 million and an
investment and other long-term assets of $3 million. The second-quarter charge
primarily related to nine facilities in the performance products segment
totaling $59 million and certain intangible assets in the communications segment
totaling $22 million. The charge for eight of the nine performance products
facilities was due to changes in the principal markets served by these units.
The fair values of the assets of these facilities were determined based upon a
calculation of the present value of the expected future cash flows to be
generated by these facilities. The charge for one performance products facility
resulted from the facility's principal customer's decision to close its plant.
The fair value of the assets at this facility was based upon a third-party
appraisal. The impairment charge for the Company's communications segment is
related to certain purchased technologies acquired in 2000 for the purpose of
developing new products and services and expanding existing product offerings,
and was due to the significant downturn in the telecommunications market to be
served by these acquisitions. The Company determined the fair values of the
related goodwill and intangible assets using a calculation of the present value
of the expected future cash flows. During 2001, development of new products and
service offerings based upon these purchased technologies was ultimately
discontinued.

    As the year progressed, the Company experienced a significant decline in
certain other businesses resulting in operating losses for these business units.
The Company's revised forecast prepared in the fourth quarter indicated that,
based upon diminished prospects in the markets served by certain operations, the
cash flows to be generated by these businesses would not be sufficient to
recover the carrying value of the long-lived assets at these operations. In the
fourth quarter of 2001, the Company recorded additional non-cash impairment
charges for long-lived assets totaling $67 million, of which $55 million related
to fixed assets, $9 million to goodwill and intangibles and $3 million to an
equity investment. The charge primarily related to two facilities in the
communications segment totaling $46 million and two facilities and an equity
investment in the manufacturing segment totaling $21 million. The charge for one
facility in the manufacturing segment relates to notification by the facility's
largest customer in the fourth quarter that the customer was terminating its
contract. As a result, management re-evaluated the forecast for this business
and deemed it appropriate to test the carrying value of long-lived assets for
impairment. The charge was recorded to reduce the carrying value to fair value,
as determined using the present value of expected future cash flows. The charge
for the other facilities was due to changes in the principal markets served by
these units. The fair values of the assets were determined based upon a
calculation of the present value of the expected future cash flows.

    Interest expense was $75 million for the year 2001, which was comparable to
the prior year level. Higher average outstanding debt balances were offset by
the effect of lower interest rates on the Company's floating rate debt. The
Company's average effective interest rate was 8.7 percent in 2001 compared with
10.2 percent in 2000.

    The Company recorded an income tax benefit of $75 million for the year 2001
compared to a provision of $39 million for the year 2000. On July 14, 2000
legislation was enacted in Germany reducing income tax rates beginning
January 1, 2001. Accordingly, the Company recorded a $2.8 million charge to
income tax expense during 2000 reflecting the revaluation of certain deferred
tax assets at the new lower effective tax rates. Prior to its acquisition by
GenTek, Digital was a division of Prestolite Wire Corporation ('Prestolite'),
which is an S-Corporation and, consequently, is not subject to federal

                                       23





<Page>


income taxes. The pro forma income tax provision that would have been reported
by the Company had Prestolite not been an S-Corporation prior to the acquisition
was $41 million for 2000.

LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $133 million at December 31, 2002 compared
with $9 million at year-end 2001. During 2002, the Company generated cash flow
from operations of $46 million, had proceeds from asset sales of $14 million and
had net proceeds from long-term debt of $116 million, which was used in part to
make capital expenditures of $52 million.

    The Company had working capital of $256 million at December 31, 2002 as
compared with $79 million at December 31, 2001. This increase in working capital
principally reflects higher cash and lower accounts payable balances.

    During the first quarter of 2002, the Company borrowed all of its remaining
availability on its revolving credit facility, which approximated $155 million.
As of December 31, 2002, the Company had approximately $133 million in cash on
hand, which management believes will provide sufficient liquidity to fund
ongoing operations and meet anticipated obligations to customers, vendors and
employees in the ordinary course of business during the Chapter 11 process. At
hearings held on October 17 and November 7, 2002, the Bankruptcy Court entered
orders authorizing the Debtors' to use cash collateral of their senior lenders,
and Noma Company to use GenTek's cash collateral, on terms specified in such
orders. In order to augment its financial flexibility during the Chapter 11
process, the Company negotiated with certain members of its pre-petition bank
syndicate, and received approval from the Bankruptcy Court on March 6, 2003, and
approval from the Ontario Court on March 13, 2003, to enter into a
debtor-in-possession credit facility. The new facility will enable the Company
to issue up to $50 million of letters of credit, including approximately $30
million of letters of credit issued under the pre-petition credit facility, to
support the Company and its subsidiaries' undertakings (other than ordinary
trade credit) and will provide the Company's Noma Company subsidiary with a $10
million revolving credit facility for working capital and other general
corporate purposes of Noma Company. The facility matures on September 30, 2003,
but may be extended to December 31, 2003 by the holders of a majority of the
commitments. To support the payment obligations under the new facility, the
Bankruptcy Court awarded super-priority administrative expense status to such
obligations and granted the lenders senior priming liens (with certain
exceptions) on the Debtors' assets.

    The Filing resulted in an immediate acceleration of the principal amount and
accrued and unpaid interest on the Company's senior credit facility and 11%
Senior Subordinated Notes. Outstanding balances for the senior credit facility
and the 11% Senior Subordinated Notes have been reclassified to liabilities
subject to compromise. In connection with its use of cash collateral under the
credit facility, the Company is currently making adequate protection payments to
its senior creditors, which are being recorded as reductions in principal for
accounting purposes.

    GenTek and the other Debtors have incurred, and will continue to incur,
significant administrative and reorganization expenses resulting from the Filing
and the continuing Chapter 11 proceedings. The amount of these expenses, which
are being expensed as incurred and reported as reorganization items, are
expected to have a material effect on the Company's results of operations.

    The potential adverse publicity associated with the Filing and the
continuing Chapter 11 proceedings, and the resulting uncertainty regarding the
Company's future prospects may hinder the Company's ongoing business activities
and its ability to operate, fund and execute its business plan by: impairing
relations with existing and potential customers; limiting the Company's ability
to obtain trade credit; impairing present and future relationships with vendors;
and negatively impacting the ability of the Company to attract, retain and
compensate key employees and to retain employees generally.

    At December 31, 2002, as a result of the recent investment performance of
the assets in the Company's various pension trusts, the Company's domestic
pension plans were underfunded by approximately $72 million. As a result, the
Company anticipates that, beginning in 2004, it will be required to make
contributions to its domestic pension plans which will average approximately $16
million per year for the next four years. In addition, for 2003 the Company will
lower its expected rate of return used in calculating pension expense from 9% to
8% for its domestic pension plans. The effect

                                       24





<Page>


of this assumption change, the change in the discount rate used from 7.25% to
6.5% and the pension assets recent investment performance will be to increase
pension expense by approximately $4 million over 2002 levels.

RESTRUCTURING

    The Company expects to substantially complete implementation of its
restructuring programs by the end of 2003. Management does not expect that the
restructuring programs will have a material impact on the Company's revenues.
Cash payments charged against the restructuring liability totaled $9 million for
employee termination costs and $1 million for facility exit costs in 2001 and
$10 million for employee termination costs and $2 million for facility exit
costs in 2002. Management expects that cash outlays related to the restructuring
program will be substantially completed by the end of 2003, however certain
severance and facility exit costs, primarily lease obligations, have payment
terms extending beyond 2003. Management intends to fund these cash outlays from
cash flow generated by operations. Management expects that the actions described
above will result in an estimated annual reduction in employee and facility
related expense and cash flows of approximately $40-$45 million. The Company
began to realize these reductions in the third quarter of fiscal 2001.

ENVIRONMENTAL MATTERS

    The Company's various manufacturing operations, which have been conducted at
a number of facilities for many years, are subject to numerous laws and
regulations relating to the protection of human health and the environment in
the U.S., Canada, Australia, Austria, China, Germany, Great Britain, India,
Ireland, Mexico and other countries in which it operates. The Company believes
that it is in substantial compliance with such laws and regulations. However, as
a result of its operations, the Company is involved from time to time in
administrative and judicial proceedings and inquiries relating to environmental
matters. Based on information available at this time with respect to potential
liability involving these proceedings and inquiries, the Company believes that
any such liability would not have a material adverse effect on its financial
position or results of operations. However, modifications or changes in
enforcement of existing laws and regulations or the adoption of new laws and
regulations in the future, particularly with respect to environmental and safety
standards, could require expenditures which might be material to the Company's
financial position, cash flows or results of operations. See also
'Business -- Environmental Matters.'

    The Company's accruals for environmental liabilities are recorded based on
current interpretation of environmental laws and regulations when it is probable
that a liability has been incurred and the amount of such liability can be
reasonably estimated. At December 31, 2002, accruals for environmental matters
were $27 million. The Company maintains a comprehensive insurance program,
including customary comprehensive general liability insurance for bodily injury
and property damage caused by various activities and occurrences and significant
excess coverage to insure against catastrophic occurrences. However, the Company
does not maintain any insurance other than as described above for potential
liabilities related specifically to remediation of existing environmental
contamination or future environmental contamination, if any.

    The Company has an established program to ensure that its facilities comply
with environmental laws and regulations. In 2002, expenditures made in
connection with this program approximated $17 million (of which approximately $3
million represented capital expenditures and approximately $14 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). Expenditures for 2001
approximated $16 million (of which approximately $4 million represented capital
expenditures and approximately $12 million related to ongoing operations and the
management and remediation of potential environmental contamination from prior
operations). Management expects expenditures similar to 2002 levels in 2003. In
addition, if environmental laws and regulations affecting the Company's
operations become more stringent, costs for environmental compliance may
increase above historical levels.

    Claims against the Debtors for environmental liabilities arising prior to
the Filing will be addressed in the Chapter 11 cases. In general, monetary
claims by private (non-governmental) parties relating to

                                       25





<Page>


remedial actions at off-site locations used for disposal prior to the Filing and
penalties resulting from violations of applicable environmental law before that
time will be treated as general unsecured claims. The Debtors are obligated to
comply with applicable environmental law in the conduct of their business as
debtors-in-possession, including any potential obligation to conduct
investigations and implement remedial actions at facilities the Company owns or
operates, and thus will be required to pay such expenses in full.

RECENT ACCOUNTING PRONOUNCEMENTS

    In July 2001, the Financial Accounting Standards Board ('FASB') issued SFAS
No. 141 'Business Combinations' and SFAS No. 142 'Goodwill and Other Intangible
Assets.' SFAS No. 141 requires business combinations initiated after June 30,
2001 to be accounted for using the purchase method of accounting, and broadens
the criteria for recording intangible assets separate from goodwill. SFAS
No. 142 requires the use of a nonamortization approach to account for purchased
goodwill and certain intangibles. Under a nonamortization approach, goodwill and
certain intangibles will not be amortized into results of operations, but
instead would be reviewed for impairment and written down and charged to results
of operations only in the periods in which the recorded value of goodwill and
certain intangibles is more than its fair value. The provisions of each
statement which apply to goodwill and intangible assets acquired prior to
June 30, 2001 were adopted by the Company on January 1, 2002. Accordingly, the
Company ceased amortizing goodwill. Upon adoption of SFAS No. 142, the Company
recorded a charge of $161 million (net of a tax benefit of $40 million) as a
cumulative effect of a change in accounting principle. The following illustrates
what net income (loss) and income (loss) per share would have been had these
provisions been adopted for all periods presented (in thousands, except per
share data):

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2002        2001       2000
                                                                ----        ----       ----
<S>                                                           <C>         <C>         <C>
Reported net income (loss)..................................  $(360,649)  $(170,844)  $50,241
    Add back: goodwill amortization.........................         --      13,519    12,914
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $(360,649)  $(157,325)  $63,155
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
Income (loss) per share, basic:
    Reported net income (loss)..............................  $  (14.13)  $   (6.72)  $  2.04
    Add back: goodwill amortization.........................         --         .53       .52
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $  (14.13)  $   (6.19)  $  2.56
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
Income (loss) per share, assuming dilution:
    Reported net income (loss)..............................  $  (14.13)  $   (6.72)  $  1.99
    Add back: goodwill amortization.........................         --         .53       .51
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $  (14.13)  $   (6.19)  $  2.50
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
</Table>

    In July 2001, the FASB issued SFAS No. 143 'Accounting for Asset Retirement
Obligations,' which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred and
the associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. SFAS No. 143 is effective for years beginning
after June 15, 2002. The Company is currently evaluating the impact that
adoption of this standard will have on its consolidated financial statements.

    In August 2001, the FASB issued SFAS No. 144 'Accounting for the Impairment
or Disposal of Long-Lived Assets,' which requires all long-lived assets
classified as held for sale to be valued at the lower of their carrying amount
or fair value less cost to sell and which broadens the presentation of
discontinued operations to include more disposal transactions. The Company
adopted this standard on January 1, 2002. There was no effect upon adoption on
the Company's consolidated financial statements.

    In July 2002, the FASB issued SFAS No. 146 'Accounting for Costs Associated
with Exit or Disposal Activities,' which requires that a liability for costs
associated with an exit or disposal activity

                                       26





<Page>


be recognized when the liability is incurred. This differs from prior guidance,
which required the liability to be recognized when a commitment plan was put
into place. SFAS No. 146 also establishes that fair value is the objective for
initial measurement of the liability. This statement is effective for exit or
disposal activities that are initiated after December 31, 2002. The Company does
not expect that the adoption of this standard will have a material impact on its
financial position, results of operations or cash flow.

    In November 2002, the FASB issued Interpretation No. 45, 'Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an Interpretation of FASB Statements No.
5, 57 and a Rescission of FASB Interpretation No. 34', which expands on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. It also clarifies that
a guarantor is required to recognize, at inception of a guarantee, a liability
for the fair value of the obligation undertaken. The initial recognition and
measurement provisions are applicable to guarantees issued or modified after
December 31, 2002 and are not expected to have a material effect on the
Company's financial statements. The disclosure requirements are effective for
financial statements of interim and annual periods ending after December 15,
2002.

    In December 2002, the FASB issued SFAS No. 148 'Accounting for Stock-Based
Compensation-Transition and Disclosure, an Amendment of FASB Statement
No. 123', which requires expanded disclosure regarding stock-based compensation
in the Summary of Significant Accounting Policies. The Company has adopted this
standard for its 2002 financial statements, and has included the expanded
disclosure in Note 2.

FORWARD-LOOKING STATEMENTS

    This Annual Report on Form 10-K/A includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements, other than statements of historical facts, included in this Annual
Report may constitute forward-looking statements. Forward-looking statements are
generally identifiable by use of forward-looking terminology such as 'may,'
'will,' 'should,' 'potential,' 'intend,' 'expect,' 'endeavor,' 'seek,'
'anticipate,' 'estimate,' 'overestimate,' 'underestimate,' 'believe,' 'could,'
'project,' 'predict,' 'continue' or other similar words or expressions. The
Company has based these forward-looking statements on its current expectations
and projections about future events. Although the Company believes that its
assumptions made in connection with the forward-looking statements are
reasonable, there can be no assurances that these assumptions and expectations
will prove to have been correct. Important factors that could cause actual
results to differ from these expectations are disclosed in this Annual Report
and include various risks, uncertainties and assumptions such as, among other
things:

    o     potential adverse publicity associated with the Filing and
          the continuing Chapter 11 proceedings and the resulting
          uncertainty regarding the Company's future prospects;

    o     potential that the Company fails to develop and propose a
          reorganization plan, or that any such plan fails to be
          confirmed by the Bankruptcy Court or fails to be
          consummated;

    o     potential of adverse impacts if the Bankruptcy Court does
          not approve certain motions of the Company filed in
          connection with its operations;

    o     in the event that a reorganization plan cannot be completed,
          the Company may not be able to continue as a going concern;

    o     the Company's outstanding indebtedness and leverage, and the
          restrictions imposed by its indebtedness;

    o     potential that investment returns on pension assets could be
          lower than assumed, resulting in substantially larger cash
          funding requirements;

    o     failure to achieve targeted cost reductions;

    o     potential that actual results differ from the estimates and
          assumptions used by management in the preparation of the
          consolidated financial statements;


                                       27





<Page>


    o     continued or increased price pressure in the Company's
          markets, particularly the automotive and communications
          markets;

    o     the cyclical nature of certain of the Company's businesses
          and markets;

    o     domestic and international economic conditions, particularly
          affecting the automotive and communications markets;

    o     the high degree of competition in certain of the Company's
          businesses, and the potential for new competitors to enter
          into those businesses;

    o     the extent to which the Company undertakes new acquisitions
          or enters into strategic joint ventures or partnerships;

    o     future technological advances which may affect the Company's
          existing product lines;

    o     future modifications to existing laws and regulations
          affecting the environment, health and safety;

    o     discovery of unknown contingent liabilities, including
          environmental contamination at the Company's facilities;

    o     fluctuations in interest rates and in foreign currency
          exchange rates;

    o     increases in the cost of raw materials, including energy,
          and other inputs used to make the Company's products; and

    o     customers and suppliers seeking contractual and credit terms
          less favorable to the Company.


    The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Annual Report might not occur.

RELATED PARTY AGREEMENTS

    The Company is party to a management agreement with Latona Associates Inc.
('Latona Associates'). Latona Associates is a management company that has
provided the Company with strategic management, business and financial advisory
services, including guidance and advice relating to financings, security
offerings, recapitalizations, restructurings, acquisitions, risk management and
insurance, investor relations, public relations, tax and employee benefit
matters. Paul M. Montrone, the controlling stockholder and Chairman of the Board
of the Company, also controls Latona Associates. In addition, Paul M. Meister,
Vice Chairman of the Board is a Managing Director of Latona Associates.

    The Company's agreement with Latona Associates extends through 2004. The
Company's agreement with Latona Associates provides for payments to Latona
Associates of an amount, currently approximately $5 million annually, payable
quarterly in advance, adjusted annually for increases in the U.S. Department of
Labor, Bureau of Labor Statistics, Consumer Price Index. The Company paid only
75% of the amount due to Latona Associates with respect to the first quarter of
2003, and currently intends to similarly reduce payments for the second quarter
of 2003. Although the Company has discussed this reduction with Latona
Associates, and Latona Associates has agreed not to take any action during the
first and second quarters of 2003 with respect to any outstanding amounts not
paid when due, Latona Associates has not agreed to waive any rights to the
unpaid portion of the fees due to it. In addition to the annual payment, if the
Company requests Latona Associates to provide advisory services in connection
with any acquisition, business combination or other strategic transaction, the
Company will pay Latona Associates additional fees comparable to those received
by investment banking firms for such services (subject to the approval of a
majority of our independent directors).

    While there can be no assurance that the amount of fees paid by the Company
to Latona Associates for services does not exceed the amount that the Company
would have to pay to obtain similar services from unaffiliated third parties,
the Company believes that the employees of Latona Associates have extensive
knowledge concerning its businesses which would be impractical for a third party
to obtain. As a result, the Company has not compared the fees payable to Latona
Associates with fees that might be charged by third parties for similar
services.

    GenTek provides The General Chemical Group Inc. with certain administrative
services pursuant to a transition support agreement entered into in connection
with the Spinoff. For the years ended

                                       28





<Page>


December 31, 2002, 2001 and 2000, GenTek charged The General Chemical Group Inc.
$1 million, $1 million and $2 million, respectively, related to this agreement.
In addition, at the time of the Spinoff, the Company entered into various other
agreements, including, without limitation, a separation agreement, employee
benefits agreement, an intellectual property agreement, sublease agreement and a
sale agreement for the Canadian performance products business. Currently, The
General Chemical Group supplies soda ash and calcium chloride to GenTek. For the
years ended December 31, 2002, 2001, and 2000, purchases from The General
Chemical Group amounted to $3 million, $4 million and $4 million, respectively.

    In addition, on August 25, 2000, the Company acquired the digital
communications business of Prestolite Wire Corporation ('Prestolite'). Mr.
Montrone beneficially owns a controlling interest in Prestolite, and he and Mr.
Meister are on the Board of Prestolite. As part of the acquisition of the
Prestolite digital communications business, which was approved by a special
committee of disinterested directors of the Board of Directors of GenTek, the
Company paid Prestolite $0.3 million in 2000 for various corporate and
administrative transition services provided by Prestolite in respect of the
digital communications business. Also as part of this transaction, Prestolite
agreed to pay the Company to provide various management services to Prestolite's
remaining businesses. Prestolite paid the Company $2 million and $3 million in
2002 and 2001, respectively, in respect of such services.

    GenTek and Prestolite buy and sell certain wire and cable products from each
other. Purchases from Prestolite for the years ended December 31, 2002, 2001 and
2000 were $11 million, $10 million and $22 million, respectively. Sales to
Prestolite for the years ended December 31, 2002, 2001 and 2000 were $4 million,
$3 million and $3 million, respectively. In addition, the Company permits
Prestolite to utilize a portion of its Nogales, Arizona warehouse, for which
Prestolite currently pays the Company a portion of the cost of leasing and
operating the facility. Payments from Prestolite for the years ended
December 31, 2002 and 2001 were $0.2 million and $0.2 million, respectively.
Certain of Prestolite's insurance is written under the Company's policies.
Prestolite pays its ratable share of the Company's premium for this insurance.
Payments from Prestolite for the years ended December 31, 2002, 2001 and 2000
were $0.3 million, $0.1 million and $0.1 million, respectively. Prestolite
permits one of the Company's subsidiaries to share its Southfield, Michigan
corporate location. The Company pays Prestolite 25 percent of the cost of
leasing and operating the Southfield premises. Payments by the Company for the
years ended December 31, 2002 and 2001 were $0.1 million and $0.1 million,
respectively.

    To the extent that any of the agreements with related parties are executory
contracts under the Bankruptcy Court, the Company has the right to seek an order
authorizing their assumption or their rejection.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    The Company's cash flows and earnings are subject to fluctuations resulting
from changes in interest rates and changes in foreign currency exchange rates
and it selectively uses financial instruments to manage these risks. The
Company's objective in managing exposure to changes in foreign currency exchange
rates and interest rates 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.
Additional information regarding financial instruments is contained in Note 15
to the Consolidated Financial Statements.

    The Company measures the market risk related to its holding of financial
instruments based on changes in interest rates and foreign currency rates 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 interest and currency exchange rates. The Company used current market rates
on debt and derivative portfolios to perform the sensitivity analysis. Such
analysis indicates that a hypothetical 10 percent change in interest rates or
foreign currency exchange rates would not have a material impact on the fair
values, cash flows or earnings of the Company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See 'Item 15. Exhibits, Financial Statement Schedules and Reports on Form
8-K.'

                                       29





<Page>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
GENTEK INC.:

    We have audited the accompanying consolidated balance sheets of GenTek Inc.
and subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of operations, changes in equity (deficit) and cash flows for each of
the three years in the period ended December 31, 2002. Our audits also included
the financial statement schedule listed in the Index at Item 15. These financial
statements and the financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and the financial statement schedule based on our audits.

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

    In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of GenTek Inc. and subsidiaries at
December 31, 2002 and 2001, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

    As discussed in Note 1, the Company has filed for reorganization under
Chapter 11 of the United States Bankruptcy Code. The accompanying financial
statements do not purport to reflect or provide for the consequences of the
bankruptcy proceedings. In particular, such financial statements do not purport
to show (a) as to assets, their realizable value on a liquidation basis or their
availability to satisfy liabilities; (b) as to prepetition liabilities, the
amounts that may be allowed for claims or contingencies, or the status and
priority thereof; (c) as to stockholder accounts, the effect of any changes that
may be made in the capitalization of the Company; or (d) as to operations, the
effect of any changes that may be made in its business.

    The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1, the Company's recurring losses from operations and stockholders' deficit and
the Company's dependence upon, among other things, confirmation of a plan of
reorganization, the Company's ability to generate sufficient cash flows from
operations, asset sales and financing arrangements to meet its obligations,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans concerning these matters are also discussed in
Note 1. The financial statements do not include adjustments that might result
from the outcome of this uncertainty.

    As discussed in Note 2 to the financial statements, effective January 1,
2002 the Company changed its method of accounting for goodwill and certain
intangible assets to conform to Statement of Financial Accounting Standards
No. 142.

Deloitte & Touche LLP

Parsippany, New Jersey
March 26, 2003

                                       30





<Page>


                                  GENTEK INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                           ------------------------------------
                                                              2002         2001         2000
                                                              ----         ----         ----
<S>                                                        <C>          <C>          <C>
Net revenues.............................................  $1,128,533   $1,244,420   $1,414,187
Cost of sales............................................     899,177      993,946    1,036,363
Selling, general and administrative expense..............     176,189      235,803      212,733
Restructuring and impairment charges.....................      78,238      187,417           --
Purchased in-process research and development............          --           --        5,800
                                                           ----------   ----------   ----------
    Operating profit (loss)..............................     (25,071)    (172,746)     159,291
Interest expense (contractual interest for 2002 was
  $75,418)...............................................      60,135       74,980       74,948
Interest income..........................................       2,104        1,200        1,678
Reorganization items.....................................      11,631           --           --
Other (income), net......................................      (1,806)        (783)      (2,806)
                                                           ----------   ----------   ----------
    Income (loss) before income taxes and cumulative
      effect of a change in accounting principle.........     (92,927)    (245,743)      88,827
Income tax provision (benefit)...........................     106,597      (74,899)      38,586
                                                           ----------   ----------   ----------
    Income (loss) before cumulative effect of a change in
      accounting principle...............................    (199,524)    (170,844)      50,241
Cumulative effect of a change in accounting principle
  (net of a tax benefit of $39,760)......................    (161,125)          --           --
                                                           ----------   ----------   ----------
        Net income (loss)................................  $ (360,649)  $ (170,844)  $   50,241
                                                           ----------   ----------   ----------
                                                           ----------   ----------   ----------
Earnings (loss) per common share -- basic:
    Income (loss) before cumulative effect of a change in
      accounting principle...............................  $    (7.82)  $    (6.72)  $     2.04
    Cumulative effect of a change in accounting
      principle..........................................       (6.31)          --           --
                                                           ----------   ----------   ----------
        Net income (loss)................................  $   (14.13)  $    (6.72)  $     2.04
                                                           ----------   ----------   ----------
                                                           ----------   ----------   ----------
Earnings (loss) per common share -- assuming dilution:
    Income (loss) before cumulative effect of a change in
      accounting principle...............................  $    (7.82)  $    (6.72)  $     1.99
    Cumulative effect of a change in accounting
      principle..........................................       (6.31)          --           --
                                                           ----------   ----------   ----------
        Net income (loss)................................  $   (14.13)  $    (6.72)  $     1.99
                                                           ----------   ----------   ----------
                                                           ----------   ----------   ----------
</Table>

      See the accompanying notes to the consolidated financial statements.

                                       31





<Page>


                                  GENTEK INC.
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 2002         2001
                                                                 ----         ----
<S>                                                           <C>          <C>
                           ASSETS
Current assets:
    Cash and cash equivalents...............................  $  133,030   $    9,205
    Receivables, net........................................     185,825      183,962
    Inventories.............................................     104,718      107,674
    Deferred income taxes...................................       3,328       39,345
    Other current assets....................................      24,027       13,471
                                                              ----------   ----------
        Total current assets................................     450,928      353,657
Property, plant and equipment, net..........................     308,825      358,526
Goodwill....................................................     127,724      328,975
Deferred income taxes.......................................      42,789       79,447
Other assets................................................      26,719       44,238
                                                              ----------   ----------
        Total assets........................................  $  956,985   $1,164,843
                                                              ----------   ----------
                                                              ----------   ----------

                  LIABILITIES AND DEFICIT
Current liabilities:
    Accounts payable........................................  $   50,852   $   99,719
    Accrued liabilities.....................................     128,714      142,757
    Current portion of long-term debt.......................      15,091       32,674
                                                              ----------   ----------
        Total current liabilities...........................     194,657      275,150
Long-term debt..............................................       2,452      799,752
Liabilities subject to compromise...........................   1,143,765           --
Other liabilities...........................................     126,432      232,278
                                                              ----------   ----------
        Total liabilities...................................   1,467,306    1,307,180
                                                              ----------   ----------
Deficit:
    Preferred Stock, $.01 par value; authorized 10,000,000
      shares; none issued or outstanding....................          --           --
    Common Stock, $.01 par value; authorized 100,000,000
      shares; issued: 21,589,623 and 20,712,973 shares at
      December 31, 2002 and 2001, respectively..............         216          207
    Class B Common Stock, $.01 par value; authorized
      40,000,000 shares; issued and outstanding: 3,896,860
      and 4,750,107 shares at December 31, 2002
      and 2001, respectively................................          39           48
    Paid in capital.........................................       3,305        3,830
    Accumulated other comprehensive loss....................     (31,111)     (24,302)
    Accumulated deficit.....................................    (481,525)    (120,876)
    Treasury stock, at cost: 150,313 and 145,570 shares at
      December 31, 2002 and 2001, respectively..............      (1,245)      (1,244)
                                                              ----------   ----------
        Total deficit.......................................    (510,321)    (142,337)
                                                              ----------   ----------
        Total liabilities and deficit.......................  $  956,985   $1,164,843
                                                              ----------   ----------
                                                              ----------   ----------
</Table>

      See the accompanying notes to the consolidated financial statements.

                                       32





<Page>


                                  GENTEK INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                  YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2002        2001        2000
                                                                ----        ----        ----
<S>                                                           <C>         <C>         <C>
Cash flows from operating activities:
    Net income (loss).......................................  $(360,649)  $(170,844)  $  50,241
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Cumulative effect of a change in accounting
          principle.........................................    161,125          --          --
        Depreciation and amortization.......................     47,903      68,317      68,973
        Asset impairment and write-down charges.............     64,819     161,953          --
        Reorganization items................................     11,631          --          --
        Purchased in-process research and development.......         --          --       5,800
        Net (gain) loss on disposition of long-term
          assets............................................        122       1,465        (731)
        Long-term incentive plan costs, net.................       (525)        (86)      1,392
        (Increase) decrease in receivables..................     12,351      37,903     (19,358)
        (Increase) decrease in inventories..................      7,292      32,267     (26,636)
        (Increase) decrease in deferred tax assets..........    119,915     (55,213)     28,665
        Increase (decrease) in accounts payable.............    (11,742)     (5,984)     16,406
        Increase (decrease) in accrued liabilities..........      1,073       2,509      (9,996)
        Increase (decrease) in other liabilities and assets,
          net...............................................     (7,224)     (3,880)    (27,486)
                                                              ---------   ---------   ---------
          Net cash provided by operations...................     46,091      68,407      87,270
                                                              ---------   ---------   ---------
Net cash used for reorganization items......................       (464)         --          --
                                                              ---------   ---------   ---------
Cash flows from investing activities:
    Capital expenditures....................................    (52,440)    (77,778)    (81,298)
    Proceeds from sales or disposals of long-term assets....     13,542      11,541       6,911
    Acquisition of businesses net of cash acquired*.........       (464)       (610)   (138,380)
    Other investing activities..............................         --      (4,032)    (18,682)
                                                              ---------   ---------   ---------
          Net cash used for investing activities............    (39,362)    (70,879)   (231,449)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
    Proceeds from sale of stock.............................         --          --      37,957
    Proceeds from long-term debt............................    168,153      93,551     608,227
    Repayment of long-term debt.............................    (52,310)    (81,515)   (512,134)
    Payments to acquire treasury stock......................         (1)       (370)       (597)
    Exercise of stock options...............................         --         209         292
    Dividends...............................................         --      (3,777)     (5,005)
    Capital contributions...................................         --          --         879
                                                              ---------   ---------   ---------
          Net cash provided by financing activities.........    115,842       8,098     129,619
                                                              ---------   ---------   ---------
Effect of exchange rate changes on cash.....................      1,718        (880)     (1,668)
                                                              ---------   ---------   ---------
Increase (decrease) in cash and cash equivalents............    123,825       4,746     (16,228)
Cash and cash equivalents at beginning of period............      9,205       4,459      20,687
                                                              ---------   ---------   ---------
Cash and cash equivalents at end of period..................  $ 133,030   $   9,205   $   4,459
                                                              ---------   ---------   ---------
                                                              ---------   ---------   ---------
Supplemental information:
    Cash paid (refunded) for income taxes...................  $ (14,810)  $  10,743   $  24,034
                                                              ---------   ---------   ---------
                                                              ---------   ---------   ---------
    Cash paid for interest..................................  $  51,541   $  75,467   $  72,729
                                                              ---------   ---------   ---------
                                                              ---------   ---------   ---------
* Acquisition of businesses net of cash acquired:
    Working capital, other than cash........................  $      59   $      --   $  (2,374)
    Property, plant and equipment...........................       (364)       (610)     (6,040)
    Other assets............................................       (159)         --     (41,728)
    Noncurrent liabilities..................................         --          --       1,762
                                                              ---------   ---------   ---------
    Cash used to acquire businesses.........................       (464)       (610)    (48,380)
    Cash to acquire Digital Communications Group............         --          --     (90,000)
                                                              ---------   ---------   ---------
          Total cash used to acquire businesses.............  $    (464)  $    (610)  $(138,380)
                                                              ---------   ---------   ---------
                                                              ---------   ---------   ---------
</Table>

      See the accompanying notes to the consolidated financial statements.

                                       33





<Page>


                                  GENTEK INC.
             CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
                  FOR THE THREE YEARS ENDED DECEMBER 31, 2002
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                                     ACCUMULATED      RETAINED
                                                    CLASS B                             OTHER         EARNINGS
                                           COMMON   COMMON    TREASURY   PAID IN    COMPREHENSIVE   (ACCUMULATED
                                           STOCK     STOCK     STOCK     CAPITAL       (LOSS)         DEFICIT)       TOTAL
                                           -----     -----     -----     -------       ------        ---------       -----
<S>                                        <C>      <C>       <C>        <C>        <C>             <C>            <C>
Balance at December 31, 1999.............   $169     $ 40     $  (277)   $ 50,071     $ (2,109)      $   8,509     $  56,403
    Components of comprehensive income:
        Net income.......................     --       --          --          --           --          50,241        50,241
        Change in net unrealized loss on
          securities (net of tax of $64).     --       --          --          --          (97)             --           (97)
        Foreign currency translation
          adjustments (net of tax of
          $4,559)........................     --       --          --          --       (6,969)             --        (6,969)
                                                                                                                   ---------
    Comprehensive income.................                                                                             43,175
    Dividends (per share $.20)...........     --       --          --          --           --          (5,005)       (5,005)
    Capital contributions................     --       --          --         879           --              --           879
    Rights offering......................     34        8          --      37,915           --              --        37,957
    Exercise of stock options............      1       --          --         291           --              --           292
    Long-term incentive plan grants, net.     --       --          --       1,392           --              --         1,392
    Purchase of treasury stock...........     --       --        (597)         --           --              --          (597)
    Digital acquisition (net of tax of
      $3,162)............................     --       --          --     (86,838)          --              --       (86,838)
                                            ----     ----     -------    --------     --------       ---------     ---------
Balance at December 31, 2000.............    204       48        (874)      3,710       (9,175)         53,745        47,658
    Components of comprehensive loss:
        Net loss.........................     --       --          --          --           --        (170,844)     (170,844)
        Change in net unrealized loss on
          securities (net of tax of $84).     --       --          --          --         (129)             --          (129)
        Minimum pension liability
          adjustments (net of tax of
          $748)..........................     --       --          --          --       (1,144)             --        (1,144)
        Cumulative effect of accounting
          change (net of tax of $1,941)..     --       --          --          --       (2,966)             --        (2,966)
        Change in net unrealized loss on
          derivative instruments (net of
          tax of $2,238).................     --       --          --          --       (3,421)             --        (3,421)
        Foreign currency translation
          adjustments (net of tax of
          $4,884)........................     --       --          --          --       (7,467)             --        (7,467)
                                                                                                                   ---------
    Comprehensive loss...................                                                                           (185,971)
    Dividends (per share $.15)...........     --       --          --          --           --          (3,777)       (3,777)
    Exercise of stock options............      3       --          --         206           --              --           209
    Long-term incentive plan grants, net.     --       --          --         (86)          --              --           (86)
    Purchase of treasury stock...........     --       --        (370)         --           --              --          (370)
                                            ----     ----     -------    --------     --------       ---------     ---------
Balance at December 31, 2001.............    207       48      (1,244)      3,830      (24,302)       (120,876)     (142,337)
    Components of comprehensive loss:
        Net loss.........................     --       --          --          --           --        (360,649)     (360,649)
        Change in net unrealized loss on
          securities (net of tax of $148)     --       --          --          --          226              --           226
        Minimum pension liability
          adjustments....................     --       --          --          --      (24,346)             --       (24,346)
        Change in net unrealized loss on
          derivative instruments (net of
          tax of $(39))..................     --       --          --          --        2,544              --         2,544
        Foreign currency translation
          adjustments (net of tax of
          $4,322)........................     --       --          --          --       14,767              --        14,767
                                                                                                                   ---------
    Comprehensive loss...................                                                                           (367,458)
    Conversion of Class B Common Stock to
      Common Stock.......................      9       (9)         --          --           --              --            --
    Long-term incentive plan grants, net.     --       --          --        (525)          --              --          (525)
    Purchase of treasury stock...........     --       --          (1)         --           --              --            (1)
                                            ----     ----     -------    --------     --------       ---------     ---------
Balance at December 31, 2002.............   $216     $ 39     $(1,245)   $  3,305     $(31,111)      $(481,525)    $(510,321)
                                            ----     ----     -------    --------     --------       ---------     ---------
                                            ----     ----     -------    --------     --------       ---------     ---------
</Table>

      See the accompanying notes to the consolidated financial statements.

                                       34





<Page>


                                  GENTEK INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 -- BASIS OF PRESENTATION

    GenTek Inc. ('GenTek' or the 'Company') was spun off from The General
Chemical Group Inc. ('GCG') on April 30, 1999 (the 'Spinoff'). The Spinoff has
been treated as a reverse spinoff for financial statement purposes because a
greater proportion of the former assets and operations of GCG are held by
GenTek.

    On August 25, 2000, the Company acquired the Digital Communications Group
('Digital') of Prestolite Wire Corporation ('Prestolite') for $90,000 and
reflected such payment as a reduction to paid in capital. As Prestolite is
controlled by the controlling stockholder of GenTek, the transaction has been
accounted for in a manner similar to a pooling of interests, and accordingly,
the accompanying financial information has been restated to include the accounts
of Digital for all periods presented. Digital manufactures voice- and
data-quality copper and fiber-optic cable for the telecommunications industry.

    Adjustments represent elimination of intercompany sales. There were no
material adjustments to conform accounting policies.

    On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries,
including its Noma Company subsidiary (collectively, the 'Debtors'), filed
voluntary petitions for reorganization relief (the 'Filing') under Chapter 11 of
the United States Bankruptcy Code (the 'Bankruptcy Code') in the United States
Bankruptcy Court for the District of Delaware (the 'Bankruptcy Court'). The
Debtors' cases are being jointly administered as Case No. 02-12986 (MFW). As a
result of the Filing, an automatic stay was imposed against efforts by claimants
to collect amounts due or to proceed against property of the Debtors. The
Debtors have been operating, and will continue to operate, their respective
businesses as 'debtors-in-possession' under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court. As such, they are permitted to engage in
ordinary course of business transactions without prior approval of the
Bankruptcy Court. Transactions outside of the ordinary course of business,
including certain sales of assets and certain requests for additional
financings, will require approval by the Bankruptcy Court. There is no assurance
that such approvals will be granted if requested.

    On December 10, 2002, Noma Company sought and obtained from the Ontario
Superior Court of Justice, Canada (the 'Ontario Court'), an initial order
pursuant to section 18.6 of the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended ('CCAA'), recognizing the Filing and granting Noma
Company, among other things, a stay against claims, proceedings and the exercise
of any contractual rights against it or its property in Canada, and recognizing
various orders granted by the Bankruptcy Court.

    The Debtors filed for relief under Chapter 11 as a result of the Company's
inability to obtain an amendment to its senior credit facility. The Company
believes that the protection afforded by Chapter 11 best preserves the Debtors'
ability to continue to serve their customers and preserve the value of their
businesses, while it reorganizes, and develops and implements a new strategic
plan to deleverage the Company's balance sheet and create an improved long-term
capital structure.

    Since the Filing, the Company's available cash and continued cash flow from
operations have been adequate to fund ongoing operations and meet anticipated
obligations to customers, vendors and employees in the ordinary course of
business during the Chapter 11 process, and management believes it will continue
to remain adequate. Further, in order to augment its financial flexibility
during the Chapter 11 process, the Company negotiated with certain members of
its pre-petition bank syndicate, and received approval from the Bankruptcy Court
on March 6, 2003, and approval from the Ontario Court on March 13, 2003, to
enter into a debtor-in-possession credit facility. The new facility will enable
the Company to issue up to $50,000 of letters of credit, including approximately
$30,000 of letters of credit issued under the pre-petition credit facility, to
support the Company and its subsidiaries' undertakings (other than ordinary
trade credit) and will provide the Company's Noma Company subsidiary with a
$10,000 revolving credit facility for working capital and other general
corporate

                                       35





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

purposes of Noma Company. The facility matures on September 30, 2003, but may be
extended to December 31, 2003 by the holders of a majority of the commitments.
To support the payment obligations under the new facility, the Bankruptcy Court
awarded super-priority administrative expense status to such obligations and
granted the lenders senior priming liens (with certain exceptions) on the
Debtors' assets.

    At hearings held on October 17, 2002 and November 7, 2002, the Bankruptcy
Court granted the Debtors' 'first day' motions for various relief designed to
stabilize their operations and business relationships with their customers,
vendors, employees and other entities, and entered orders granting authority to
the Debtors to, among other things: (1) pay certain pre-petition and
post-petition employee wages, benefits and other employee obligations;
(2) honor customer programs; (3) pay certain pre-petition taxes and fees;
(4) pay certain pre-petition obligations to foreign vendors; (5) pay certain
pre-petition shipping charges; and (6) pay certain pre-petition claims of
critical vendors. The Bankruptcy Court also entered orders authorizing the
Debtors to use cash collateral of their senior lenders, and Noma Company to use
GenTek's cash collateral, on terms specified in such orders. All such orders
were also recognized by the Ontario Court.

    As a result of the Filing, pending pre-petition litigation and claims
against the Debtors have been stayed automatically in accordance with Section
362 of the Bankruptcy Code and no party may take any action to seek payment on
its pre-petition claims or to proceed against property of the Debtors' estates
except pursuant to further order of the Bankruptcy Court. The Filing resulted in
an immediate acceleration of the Company's senior credit facility and 11% Senior
Subordinated Notes, subject to the automatic stay.

    As a general rule, all of the Debtors' contracts and leases continue in
effect in accordance with their terms notwithstanding the Filing, unless
otherwise ordered by the Bankruptcy Court. The Bankruptcy Court provides the
Debtors with the opportunity to reject any contracts or leases that are
burdensome or assume any contracts or leases that are favorable or otherwise
necessary to their business operations. In the event of a rejection of a
contract or lease by the Debtors, the affected parties may file rejection damage
claims, which are considered to be pre-petition claims. As a condition to
assumption of a contract or lease, the Debtors are required to cure breaches
under such agreements, including, without limitation, payment of any amounts due
and owing.

    GenTek and the other Debtors have incurred, and will continue to incur,
significant administrative and reorganization expenses resulting from the Filing
and the continuing Chapter 11 proceedings. The amount of these expenses, which
are being expensed as incurred and reported as reorganization items, are
expected to have a material effect on the Company's results of operations.

    The potential adverse publicity associated with the Filing and the
continuing Chapter 11 proceedings, and the resulting uncertainty regarding the
Company's future prospects may hinder the Company's ongoing business activities
and its ability to operate, fund and execute its business plan by: impairing
relations with existing and potential customers; limiting the Company's ability
to obtain trade credit; impairing present and future relationships with vendors;
and negatively impacting the ability of the Company to attract, retain and
compensate key employees and to retain employees generally.

    The Company anticipates that most liabilities of the Debtors as of the date
of the Filing will be treated in accordance with one or more Chapter 11 plans of
reorganization which will be proposed to be voted on by interested parties and
approved by the Bankruptcy Court in accordance with the provisions of the
Bankruptcy Code. Although the Debtors expect to file a plan that may provide for
its emergence from Chapter 11 during 2003, there can be no assurance that a plan
will be proposed by the Debtors or confirmed by the Bankruptcy Court, or that
any such plan will be consummated. At this time, it is not possible for the
Company to predict the effect of the Chapter 11 reorganization process on the
Company's businesses, various creditors and security holders, or when it may be
possible for the Debtors to emerge from Chapter 11.

                                       36





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    The ultimate treatment of and recovery, if any, by creditors and security
holders will not be determined until confirmation of a plan or plans of
reorganization. GenTek and the other Debtors are unable to predict at this time
what the treatment of creditors and equity holders of the respective Debtors
will ultimately be under any plan or plans of reorganization finally confirmed.
Although until a plan is approved there is substantial uncertainty as to the
treatment of creditors and equity holders, based upon information available to
it, the Company currently believes that its proposed reorganization plan will
provide for the cancellation of existing equity interests and for limited
recoveries by holders of debt securities. Accordingly, the Company urges that
appropriate caution be exercised with respect to existing and future investments
in any of these securities.

    The consolidated financial statements have been prepared in accordance with
Statement of Position 90-7 ('SOP 90-7'), 'Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code,' and on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. However, as a result of the
Filing, such realization of assets and liquidation of liabilities are subject to
uncertainty. While operating as debtors-in-possession under the protection of
Chapter 11 of the Bankruptcy Code and subject to Bankruptcy Court approval or
otherwise as permitted in the normal course of business, the Debtors may sell or
otherwise dispose of assets and liquidate or settle liabilities for amounts
other than those reflected in the consolidated financial statements. Further, a
plan of reorganization could materially change the amounts and classifications
reported in the consolidated financial statements, which do not give effect to
any adjustments to the carrying value of assets or amount of liabilities that
might be necessary as consequence of a plan of reorganization. Liabilities and
obligations whose treatment and satisfaction is dependent on the outcome of the
Chapter 11 cases have been segregated and classified as liabilities subject to
compromise in the consolidated balance sheets.

    Pursuant to the Bankruptcy Code, schedules have been filed by the Debtors
with the Bankruptcy Court setting forth the assets and liabilities of the
Debtors as of the date of Filing. Differences between amounts recorded by the
Debtors and claims filed by creditors will be investigated and resolved as part
of the proceedings in the Chapter 11 cases. A bar date of April 14, 2003 has
been set for the filing of proofs of claim against the Debtors. Accordingly, the
ultimate number and allowed amount of such claims are not presently known.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

    The consolidated financial statements include the accounts of the Company
and all of its majority owned subsidiaries. Investments in affiliates in which
ownership is at least 20 percent, but less than a majority voting interest, are
accounted for using the equity method. Investments in less than 20 percent owned
affiliates are accounted for using the cost method. Intercompany balances and
transactions are eliminated in consolidation.

    All highly liquid instruments purchased with a maturity of three months or
less are considered to be cash equivalents.

    Inventories are valued at the lower of cost or market, using the last-in,
first-out ('LIFO') method for certain domestic production inventories and the
first-in, first-out ('FIFO') or average-cost method for all other inventories.
Production inventory costs include material, labor and factory overhead.

                                       37





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    Property, plant and equipment are carried at cost and are depreciated
principally using the straight-line method. Estimated lives range from five to
35 years for buildings and leasehold improvements and three to 15 years for
machinery and equipment.

    The Company reviews long-lived assets for impairment whenever events and
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparing the carrying amount of these assets against the estimated undiscounted
future cash flows to be generated by the assets. At the time such evaluations
indicate that the future cash flows are not sufficient to recover the carrying
value of such assets, the carrying values are adjusted to their fair values,
which have been determined on a discounted cash flow basis. Assets to be
disposed of are reported at the lower of their carrying amount or fair value
less costs to sell.

    The Company reviews goodwill and other intangible assets for impairment
annually and whenever events and circumstances indicate that the recorded value
of the assets might be more than its fair value. Estimated fair values are
determined based upon independent appraisals and current operating forecasts.

    Accruals for product warranties are estimated based upon historical warranty
experience and are recorded at the time revenue is recognized.

    Accruals for environmental liabilities are recorded based on current
interpretations of environmental laws and regulations when it is probable that a
liability has been incurred and the amount of such a liability can be reasonably
estimated.

    Revenue is recognized from product sales consistent with the related
shipping terms, generally at the time products are shipped.

    Compensation cost for stock-based employee compensation plans is recognized
using the intrinsic value method. The following table illustrates the effect on
net income (loss) and earnings (loss) per share if the Company had applied the
fair value based method to recognize stock-based employee compensation.

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2002        2001       2000
                                                                ----        ----       ----
<S>                                                           <C>         <C>         <C>
Net income (loss) as reported...............................  $(360,649)  $(170,844)  $50,241
Deduct: Total stock-based employee compensation expense
  determined under fair value based method for all awards,
  net of related tax effects................................     (1,623)     (1,737)   (2,560)
                                                              ---------   ---------   -------
Pro forma net income (loss).................................  $(362,272)  $(172,581)  $47,681
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
Earnings (loss) per share:
    Basic -- as reported....................................  $  (14.13)  $   (6.72)  $  2.04
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
    Basic -- pro forma......................................  $  (14.19)  $   (6.79)  $  1.93
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
    Diluted -- as reported..................................  $  (14.13)  $   (6.72)  $  1.99
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
    Diluted -- pro forma....................................  $  (14.19)  $   (6.79)  $  1.89
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
</Table>

                                       38





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    For purposes of this calculation, the fair value of each option grant was
estimated on the grant date using the Black-Scholes option-pricing model with
the following assumptions (N/A for 2002 as there were no grants made):

<Table>
<Caption>
                                                              2002   2001    2000
                                                              ----   ----    ----
<S>                                                           <C>    <C>     <C>
Dividend yield..............................................  N/A      2.8%    2.0%
Expected volatility.........................................  N/A       87%     57%
Risk-free interest rate.....................................  N/A      4.0%    6.4%
Expected holding period (in years)..........................  N/A        6       6
Weighted average fair value.................................  N/A    $1.15   $5.29
</Table>

    Research and development costs are expensed as incurred and are included in
selling, general and administrative expenses. Research and development costs for
the years ended December 31, 2002, 2001 and 2000, were $7,096, $12,778, and
$12,892, respectively.

    The Company does not hold or issue financial instruments for trading
purposes. The Company uses derivative financial instruments primarily for
purposes of hedging exposures to fluctuations in interest rates and foreign
currency exchange rates. The differential to be paid or received on interest
rate swaps is recognized as an adjustment to interest expense. Gains and losses
on hedges of existing assets or liabilities are included in the carrying amounts
of those assets or liabilities and ultimately recognized in earnings. Gains and
losses related to qualifying hedges of firm commitments or anticipated
transactions are deferred and are recognized in earnings or as adjustments of
carrying amounts when the hedged transaction occurs.

    The components of accumulated other comprehensive loss are as follows:

<Table>
<Caption>
                                                                DECEMBER 31,
                                                              -----------------
                                                               2002      2001
                                                               ----      ----
<S>                                                           <C>       <C>
Foreign currency translation................................  $ 1,778   $16,545
Net unrealized loss on securities...........................       --       226
Minimum pension liability adjustments.......................   25,490     1,144
Net unrealized loss on derivative instruments...............    3,843     6,387
                                                              -------   -------
Accumulated other comprehensive loss........................  $31,111   $24,302
                                                              -------   -------
                                                              -------   -------
</Table>

    In June 2000, the Financial Accounting Standards Board ('FASB') issued SFAS
No. 138, 'Accounting for Certain Derivative Financial Instruments and Certain
Hedging Activities -- an amendment of FASB Statement No. 133.' This statement
amends the accounting and reporting standards of SFAS 133 for certain derivative
instruments and for certain hedging activities. The Company adopted SFAS 133 and
SFAS 138 on January 1, 2001. The effect of the adoption of these pronouncements
was a reduction of approximately $2,966 ($4,907 pre-tax) to other comprehensive
income attributable to the net liability to be recorded for cash flow hedges.

    In July 2001, the FASB issued SFAS No. 141 'Business Combinations' and SFAS
No. 142 'Goodwill and Other Intangible Assets.' SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. SFAS No. 142 requires the use of a
nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
will not be amortized into results of operations, but instead would be reviewed
for impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more
than its fair value. The provisions of each statement which apply to goodwill
and intangible assets acquired prior to June 30, 2001 were adopted by the
Company on January 1, 2002, and accordingly, the Company ceased amortizing
goodwill. Upon adoption of SFAS No. 142, the Company recorded a

                                       39





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

charge of $161,125 (net of a tax benefit of $39,760) as a cumulative effect of a
change in accounting principle. The following illustrates what net income (loss)
and income (loss) per share would have been had these provisions been adopted
for all periods presented:

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2002        2001       2000
                                                                ----        ----       ----
<S>                                                           <C>         <C>         <C>
Reported net income (loss)..................................  $(360,649)  $(170,844)  $50,241
    Add back: goodwill amortization.........................         --      13,519    12,914
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $(360,649)  $(157,325)  $63,155
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
Income (loss) per share, basic:
    Reported net income (loss)..............................  $  (14.13)  $   (6.72)  $  2.04
    Add back: goodwill amortization.........................         --         .53       .52
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $  (14.13)  $   (6.19)  $  2.56
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
Income (loss) per share, assuming dilution:
    Reported net income (loss)..............................  $  (14.13)  $   (6.72)  $  1.99
    Add back: goodwill amortization.........................         --         .53       .51
                                                              ---------   ---------   -------
    Adjusted net income (loss)..............................  $  (14.13)  $   (6.19)  $  2.50
                                                              ---------   ---------   -------
                                                              ---------   ---------   -------
</Table>

    Carrying amount of goodwill by segment is as follows:

<Table>
<Caption>
                                            PERFORMANCE
                                             PRODUCTS     MANUFACTURING   COMMUNICATIONS   CONSOLIDATED
                                             --------     -------------   --------------   ------------
<S>                                         <C>           <C>             <C>              <C>
Balance at December 31, 2000..............   $ 74,839       $174,739        $ 126,927       $ 376,505
Amortization..............................     (3,230)        (5,130)          (5,159)        (13,519)
Impairments...............................     (5,844)       (15,346)          (7,381)        (28,571)
Foreign currency translation..............         --            (89)          (5,351)         (5,440)
                                             --------       --------        ---------       ---------
Balance at December 31, 2001..............     65,765        154,174          109,036         328,975
Adoption of SFAS No. 142..................    (44,027)       (48,200)        (109,036)       (201,263)
Foreign currency translation..............         --             12               --              12
                                             --------       --------        ---------       ---------
Balance at December 31, 2002..............   $ 21,738       $105,986        $      --       $ 127,724
                                             --------       --------        ---------       ---------
                                             --------       --------        ---------       ---------
</Table>

    Income taxes are accounted for under the asset and liability method. Under
this method, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled. A valuation allowance is recorded to reduce the carrying
amounts of deferred tax assets if it is more likely than not that such assets
will not be realized.

    In July 2001, the FASB issued SFAS No. 143 'Accounting for Asset Retirement
Obligations,' which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred and
the associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. SFAS No. 143 is effective for years beginning
after June 15, 2002. The Company is currently evaluating the impact that
adoption of this standard will have on its consolidated financial statements.

    In August 2001, the FASB issued SFAS No. 144 'Accounting for the Impairment
or Disposal of Long-lived Assets,' which requires all long-lived assets
classified as held for sale to be valued at the lower of their carrying amount
or fair value less cost to sell and which broadens the presentation of
discontinued operations to include more disposal transactions. The Company
adopted this standard on

                                       40





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

January 1, 2002. There was no effect upon adoption on the Company's consolidated
financial statements.

    In July 2002, the FASB issued SFAS No. 146 'Accounting for Costs Associated
with Exit or Disposal Activities,' which requires that a liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred. This differs from prior guidance, which required the liability to be
recognized when a commitment plan was put into place. SFAS No. 146 also
establishes that fair value is the objective for initial measurement of the
liability. This statement is effective for exit or disposal activities that are
initiated after December 31, 2002. The Company does not expect that the adoption
of this standard will have a material impact on its financial position, results
of operations or cash flow.

    In November 2002, the FASB issued Interpretation No. 45, 'Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements
No. 5, 57 and a rescission of FASB Interpretation No. 34,' which expands on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. It also clarifies that
a guarantor is required to recognize, at inception of a guarantee, a liability
for the fair value of the obligation undertaken. The initial recognition and
measurement provisions are applicable to guarantees issued or modified after
December 31, 2002 and are not expected to have a material effect on the
Company's financial statements. The disclosure requirements are effective for
financial statements of interim and annual periods ending after December 15,
2002.

    In December 2002, the FASB issued SFAS No. 148 'Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement
No. 123,' which requires expanded disclosure regarding stock-based compensation
in the Summary of Significant Accounting Policies. The Company has adopted this
standard for its 2002 financial statements, and has included the expanded
disclosure in Note 2.

    Certain prior-period amounts have been reclassified to conform with the
current presentation.

NOTE 3 -- DEBTOR FINANCIAL INFORMATION

    The condensed combined financial statements of the Debtors are presented
below. These statements reflect the financial position, results of operations
and cash flows of the Debtors on a combined basis, including certain amounts and
transactions between Debtors and non-debtor subsidiaries of the Company which
are eliminated in the consolidated financial statements.

                                       41





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED COMBINED STATEMENT OF OPERATIONS

<Table>
<Caption>
                                                                 YEAR ENDED
                                                                DECEMBER 31,
                                                                    2002
                                                                    ----
<S>                                                           <C>
Net revenues................................................      $ 881,483
Cost of sales...............................................        723,651
Selling, general and administrative expense.................        109,804
Restructuring and impairment charges........................         23,285
                                                                  ---------
    Operating profit........................................         24,743
Interest expense (contractual interest for 2002 was
  $57,827)..................................................         42,544
Reorganization items........................................         11,631
Other expense, net..........................................         13,531
                                                                  ---------
    Loss before income taxes and cumulative effect of a
      change in accounting principle........................        (42,963)
Income tax provision........................................        125,603
Cumulative effect of a change in accounting principle.......        (95,048)
Equity in loss from subsidiaries............................        (97,035)
                                                                  ---------
    Net loss................................................      $(360,649)
                                                                  ---------
                                                                  ---------
</Table>

CONDENSED COMBINED BALANCE SHEET

<Table>
<Caption>
                                                                DECEMBER 31,
                                                                    2002
                                                                    ----
<S>                                                           <C>
Current assets:
    Cash and cash equivalents...............................     $   94,708
    Receivables, net........................................        132,089
    Inventories.............................................         66,395
    Other current assets....................................         21,754
                                                                 ----------
        Total current assets................................        314,946
Property, plant and equipment, net..........................        231,505
Goodwill....................................................        126,563
Intercompany receivable (payable)...........................         12,653
Investment in subsidiaries..................................         96,481
Other assets................................................         21,848
                                                                 ----------
        Total assets........................................     $  803,996
                                                                 ----------
                                                                 ----------
Current liabilities:
    Accounts payable........................................     $   31,978
    Accrued liabilities.....................................         98,147
    Current portion of long-term debt.......................            101
                                                                 ----------
        Total current liabilities...........................        130,226
Long-term debt..............................................            596
Liabilities subject to compromise...........................      1,143,765
Other liabilities...........................................         39,730
                                                                 ----------
        Total liabilities...................................      1,314,317
Deficit.....................................................       (510,321)
                                                                 ----------
        Total liabilities and deficit.......................     $  803,996
                                                                 ----------
                                                                 ----------
</Table>

                                       42





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED COMBINED STATEMENT OF CASH FLOWS

<Table>
<Caption>
                                                                 YEAR ENDED
                                                                DECEMBER 31,
                                                                    2002
                                                                    ----
<S>                                                           <C>
Net cash provided by operating activities...................     $   21,944
                                                                 ----------
Net cash used for reorganization items......................           (464)
                                                                 ----------
Net cash used for investing activities......................        (31,608)
                                                                 ----------
Cash flows from financing activities:
    Intercompany cash transfers.............................        (30,650)
    Other...................................................        142,143
                                                                 ----------
Net cash provided by financing activities...................        111,493
                                                                 ----------
Increase in cash and cash equivalents.......................        101,365
Cash and cash equivalents at beginning of year..............         (6,657)
                                                                 ----------
Cash and cash equivalents at end of year....................     $   94,708
                                                                 ----------
                                                                 ----------
</Table>

    Liabilities subject to compromise in the Consolidated and
Debtor-in-Possession balance sheets consist of the following items at
December 31, 2002:

<Table>
<S>                                                           <C>
    Accounts payable.......................................      $   44,331
    Accrued interest payable................................         17,795
    Accrued liabilities.....................................         12,644
    Long-term debt..........................................        921,986
    Long-term liabilities...................................        147,009
                                                                 ----------
                                                                 $1,143,765
                                                                 ----------
                                                                 ----------
</Table>

    Reorganization items in the Consolidated and Debtor-in-Possession statement
of operations consist of the following for the year ended December 31, 2002:

<Table>
<S>                                                           <C>
    Professional fees.......................................     $    6,006
    Employee costs..........................................          2,528
    Interest income.........................................           (185)
    Settlement of pre-petition liabilities..................           (990)
    Other...................................................          4,272
                                                                 ----------
                                                                 $   11,631
                                                                 ----------
                                                                 ----------
</Table>

NOTE 4 -- SPECIAL CHARGES

RESTRUCTURING CHARGES

    The Company's 2002 restructuring program consists of a workforce reduction
in its communications segment. The Company recorded charges of $13,152 related
to employee termination costs for 430 employees and $267 for lease obligations
and other closure costs at three facilities that will no longer be used. As of
December 31, 2002, approximately 240 employees have been terminated pursuant to
the 2002 restructuring program.

    The Company's 2001 restructuring program consists of a workforce reduction,
several plant closings and the discontinuation of certain product lines. During
the year ended December 31, 2001, the Company recorded restructuring charges of
$37,384 consisting of: $20,160 related to employee termination costs for
approximately 2,000 employees; $11,920 associated with the write-down of assets
resulting from plant closings and product line discontinuance; and $5,304
related primarily to lease obligations and other closure costs at facilities
that will no longer be used. The employee terminations impacted all of the
Company's business segments, with the majority of the terminations occurring in
the

                                       43





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

manufacturing and communications segments. As of December 31, 2002,
approximately 1,350 employees had been terminated pursuant to the 2001
restructuring program.

    The Company expects to substantially complete implementation of its
restructuring programs by the end of 2003. Management does not expect that its
restructuring programs will have a material impact on the Company's revenues.

    The following tables summarize the Company's accruals for restructuring
costs:

<Table>
<Caption>
                                                               EMPLOYEE
                                                              TERMINATION    FACILITY
                                                                 COSTS      EXIT COSTS
                                                                 -----      ----------
<S>                                                           <C>           <C>
Provisions..................................................    $20,160      $ 5,304
Amounts paid................................................     (8,539)        (676)
                                                                -------      -------
Balance at December 31, 2001................................     11,621        4,628
Provisions..................................................     13,152          267
Reclassified to liabilities subject to compromise...........     (1,338)      (2,196)
Amounts paid................................................     (9,542)      (1,547)
                                                                -------      -------
Balance at December 31, 2002................................    $13,893      $ 1,152
                                                                -------      -------
                                                                -------      -------
</Table>

IMPAIRMENT CHARGES

    The Company has continued to experience significant declines in its
communications businesses resulting in operating losses for several business
units in 2002. The Company's revised forecast for these businesses indicated
that, based upon continuing diminished prospects in the market served by these
operations, the cash flow to be generated by these businesses would not be
sufficient to recover the carrying value of the long-lived assets at these
operations. In the second quarter of 2002, the Company recorded non-cash
impairment charges totaling $22,417 million primarily related to fixed assets at
two manufacturing facilities in the communications segment. In the third quarter
of 2002, the Company recorded non-cash impairment charges totaling $42,402
million primarily related to fixed assets in the Company's connectivity products
business in the communications segment. The charges were due to changes in the
principal markets served by these operations. The fair values of the assets were
determined based upon a calculation of the present value of the expected future
cash flows.

    In the early part of 2001, operating losses were experienced in certain of
the Company's operations. Additionally, forecasts updated at that time indicated
significantly diminished prospects for these operations. As a result of these
circumstances, management determined that the long-lived assets of these
operations should be assessed for impairment. Based on the outcome of this
assessment, the Company recorded a non-cash asset impairment charge of $83,623
in the second quarter of 2001. This charge includes write-downs of fixed assets
of $57,298, goodwill and intangible assets of $23,905 and an investment and
other long-term assets of $2,420. The second-quarter charge primarily related to
nine facilities in the performance products segment totaling $59,185 and certain
intangible assets in the communications segment totaling $21,956. The charge for
eight of the nine performance products facilities was due to changes in the
principal markets served by these units. The fair values of the assets of these
facilities were determined based upon a calculation of the present value of the
expected future cash flows to be generated by these facilities. The charge for
one performance products facility resulted from the facility's principal
customer's decision to close its plant. The fair value of the assets at this
facility was based upon a third-party appraisal. The impairment charge for the
Company's communications segment is related to certain purchased technologies
acquired in 2000 for the purpose of developing new products and services and
expanding existing product offerings, and was due to the significant downturn in
the telecommunications market to be served by these acquisitions. The Company
determined the fair values of the related goodwill and intangible assets using a
calculation of the present value of the expected future cash flows. During 2001,
development of new products and service offerings based upon these purchased
technologies was ultimately discontinued.

                                       44





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    As 2001 progressed, the Company experienced a significant decline in certain
other businesses resulting in operating losses for these business units. The
Company's revised forecast prepared in the fourth quarter indicated that, based
upon diminished prospects in the markets served by certain operations, the cash
flows to be generated by these businesses would not be sufficient to recover the
carrying value of the long-lived assets at these operations. In the fourth
quarter of 2001, the Company recorded additional non-cash impairment charges for
long-lived assets totaling $66,410, of which $54,728 related to fixed assets,
$8,795 to goodwill and intangibles and $2,887 to an equity investment. The
charge primarily related to two facilities in the communications segment
totaling $45,753 and two facilities and an equity investment in the
manufacturing segment totaling $20,538. The charge for one facility in the
manufacturing segment relates to notification by its largest customer in the
fourth quarter that the customer was terminating its contract. As a result,
management re-evaluated the forecast for this business and deemed it appropriate
to test the carrying value of long-lived assets for impairment. The charge was
recorded to reduce the carrying value to fair value, as determined using the
present value of expected future cash flows. The charge for the other facilities
was due to changes in the principal markets served by these units. The fair
values of the assets were determined based upon a calculation of the present
value of the expected future cash flows.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

    Included in selling, general and administrative expense for the year ended
December 31, 2001 is a $28,646 charge principally related to a loss provision
for accounts receivable for certain customers who have filed for bankruptcy or
whose financial condition and payment history indicate payment is doubtful. The
Company will continue to monitor the status of these accounts and further
adjustments may be necessary.

COST OF SALES

    Included in cost of sales for the year ended December 31, 2001 is a $31,367
charge principally related to a loss provision for obsolete and excess inventory
due to a significant decline in actual and forecasted revenue for certain of the
Company's product lines as well as the discontinuation of certain of the
Company's product lines.

NOTE 5 -- EARNINGS PER SHARE

    The computation of basic earnings per share is based on the weighted average
number of common shares outstanding during the period. The computation of
diluted earnings per share assumes the foregoing and, in addition, the exercise
of all stock options and restricted units, using the treasury stock method.

    The components of the denominator for basic earnings per common share and
diluted earnings per common share are reconciled as follows:

<Table>
<Caption>
                                                         YEARS ENDED DECEMBER 31,
                                                   ------------------------------------
                                                      2002         2001         2000
                                                      ----         ----         ----
<S>                                                <C>          <C>          <C>
Basic earnings per common share:
    Weighted average common shares outstanding...  25,527,570   25,434,802   24,670,854
                                                   ----------   ----------   ----------
Diluted earnings per common share:
    Weighted average common shares outstanding...  25,527,570   25,434,802   24,670,854
    Options and restricted units.................          --           --      542,117
                                                   ----------   ----------   ----------
        Total....................................  25,527,570   25,434,802   25,212,971
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
</Table>

                                       45





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    During 2002 and 2001, options and restricted units were not included in the
computation of diluted earnings per common share due to their antidilutive
effect. Options to purchase 748,625 shares of common stock were outstanding
during 2000, but were not included in the computation of diluted earnings per
common share because the exercise price was greater than the average market
price of the common shares.

NOTE 6 -- ACQUISITIONS -- PURCHASE METHOD

    GenTek has made a number of acquisitions which have been recorded using the
purchase method of accounting. Accordingly, the net assets and results of
operations of the acquisitions have been included in the financial statements
from their respective acquisition date. Prior to 2002, goodwill was amortized on
a straight-line basis over periods ranging from five to 35 years.

    On May 31, 2000, the Company acquired approximately 85 percent (81 percent
on a fully diluted basis) of the outstanding stock of CON-X Corporation for
approximately $18,000. During the third quarter of 2000 the Company received a
definitive appraisal of the tangible and intangible assets acquired, including
in-process research and development. Accordingly, the Company recorded a
non-cash charge of $5,800 as this technology had not yet reached technological
feasibility and had no alternative future use. The value assigned to purchased
in-process research and development was determined by employment of a discounted
cash flow model. The estimated cash flows span a 12-year period. These net cash
flows were discounted back to their present value using a risk adjusted discount
rate of 60 percent. The remaining purchase price was allocated to tangible and
intangible assets, including goodwill and existing technology, less liabilities
assumed. During 2001, development of new CON-X products was discontinued and all
of the remaining acquired intangible assets were written off. The proforma
impact of acquisitions made in 2000 in the aggregate is not material.

NOTE 7 -- INCOME TAXES

    Income from continuing operations before income taxes is as follows:

<Table>
<Caption>
                                                           YEARS ENDED DECEMBER 31,
                                                        ------------------------------
                                                          2002       2001       2000
                                                          ----       ----       ----
<S>                                                     <C>        <C>         <C>
United States.........................................  $(89,931)  $(260,549)  $28,759
Foreign...............................................    (2,996)     14,806    60,068
                                                        --------   ---------   -------
    Total.............................................  $(92,927)  $(245,743)  $88,827
                                                        --------   ---------   -------
                                                        --------   ---------   -------
</Table>

    The components of the income tax provision are as follows:

<Table>
<Caption>
                                                           YEARS ENDED DECEMBER 31,
                                                         -----------------------------
                                                           2002       2001      2000
                                                           ----       ----      ----
<S>                                                      <C>        <C>        <C>
United States:
    Current............................................  $ (8,674)  $(20,025)  $13,203
    Deferred...........................................   104,238    (43,732)    4,515
Foreign:
    Current............................................     5,728      6,968     9,391
    Deferred...........................................    (8,703)    (2,120)    9,453
State:
    Current............................................     1,166     (7,264)      886
    Deferred...........................................    12,842     (8,726)    1,138
                                                         --------   --------   -------
        Total..........................................  $106,597   $(74,899)  $38,586
                                                         --------   --------   -------
                                                         --------   --------   -------
</Table>

                                       46





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    A summary of the components of deferred tax assets and liabilities is as
follows:

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2002       2001
                                                                ----       ----
<S>                                                           <C>        <C>
Net operating loss carry forwards...........................  $ 30,439   $ 16,398
Postretirement benefits.....................................    37,030     35,465
Nondeductible accruals......................................    71,851     82,670
Goodwill....................................................    38,668      4,892
Foreign operations..........................................     6,044      6,044
Deferred tax on comprehensive income........................    16,838     15,899
Other.......................................................     9,600      7,102
                                                              --------   --------
    Deferred tax assets.....................................   210,470    168,470
                                                              --------   --------
Property, plant and equipment...............................    20,848     47,113
                                                              --------   --------
    Deferred tax liabilities................................    20,848     47,113
Valuation allowance.........................................   148,861      6,044
                                                              --------   --------
    Net deferred tax assets.................................  $ 40,761   $115,313
                                                              --------   --------
                                                              --------   --------
</Table>

    At December 31, 2002 and 2001, the Company has deferred tax assets of $6,044
related to foreign tax credits, for which a full valuation allowance had been
provided. Net operating loss carryforwards in the United States expire through
2017. Net operating loss carryforwards in Germany do not expire. The Company has
concluded that it is more likely than not that it will not be able to realize
its domestic net deferred tax assets. Accordingly, during 2002 the Company
recorded an increase to its valuation allowance of $143 million effectively
reducing the carrying value of its domestic net deferred tax assets to zero. The
Company will continue to monitor the likelihood of realizing its net deferred
tax assets and future adjustments to the deferred tax asset valuation allowances
will be recorded as necessary.

    The difference between the Company's effective income tax rate and the
United States statutory rate is reconciled below:

<Table>
<Caption>
                                                             YEARS ENDED DECEMBER 31,
                                                          ------------------------------
                                                           2002        2001        2000
                                                           ----        ----        ----
<S>                                                       <C>         <C>         <C>
U.S. federal statutory rate.............................   (35.0)%     (35.0)%      35.0 %
State income taxes, net of federal benefit..............    (4.4)       (4.2)        1.8
Tax effect of foreign operations........................     3.5         5.8         3.8
Income from S-Corporations not subject to income tax....      --          --        (3.0)
Non-deductible goodwill.................................      --         3.5         1.9
Revaluation of deferred taxes...........................      --          --         3.2
Valuation allowance.....................................   151.7          --          --
Other...................................................    (1.1)        (.6)         .7
                                                          ------      ------      ------
    Total...............................................   114.7 %     (30.5)%      43.4 %
                                                          ------      ------      ------
                                                          ------      ------      ------
</Table>

    Prior to its acquisition, Digital was a division of Prestolite, which is an
S-Corporation and, consequently, is not subject to federal income taxes. The pro
forma income tax provision that would have been reported by the Company had
Prestolite not been an S-Corporation prior to the acquisition was $40,759 for
the year ended December 31, 2000.

    On July 14, 2000, legislation was enacted in Germany reducing income tax
rates beginning January 1, 2001. Accordingly, the Company recorded a charge of
$2,800 to income tax expense reflecting the revaluation of deferred tax assets
at the new, lower effective tax rates.

                                       47





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    In connection with the Spinoff, GenTek entered into a tax sharing agreement
with GCG which requires GenTek to indemnify and hold harmless GCG for
consolidated tax liabilities attributable to periods before the Spinoff.

NOTE 8 -- PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

    The Company maintains several defined benefit pension plans covering certain
employees in Canada, Germany, Ireland and the United States. A participating
employee's annual postretirement pension benefit is determined by the employee's
credited service and, in most plans, final average annual earnings with the
Company. Vesting requirements are from two to five years. The Company's funding
policy is to annually contribute the statutorily required minimum amount as
actuarially determined.

    The Company also sponsors several defined contribution pension plans
covering certain employees in Canada, Hong Kong and the United States. The
Company's contributions are based upon a formula utilizing an employee's
credited service and average annual salary. Vesting requirements are from two to
five years. The Company's cost to provide this benefit was $1,132, $1,217 and
$1,013 for the years ended December 31, 2002, 2001, and 2000, respectively.

    The Company also maintains several plans providing postretirement benefits
other than pensions covering certain hourly and salaried employees in Canada and
the United States. The Company funds these benefits on a pay-as-you-go basis.

<Table>
<Caption>
                                                                                    OTHER
                                                 PENSION BENEFITS          POSTRETIREMENT BENEFITS
                                             YEARS ENDED DECEMBER 31,      YEARS ENDED DECEMBER 31,
                                          ------------------------------   ------------------------
                                            2002       2001       2000      2002     2001     2000
                                            ----       ----       ----      ----     ----     ----
<S>                                       <C>        <C>        <C>        <C>      <C>      <C>
UNITED STATES:
Components of net periodic benefit
  cost:
    Service cost.......................   $  4,167   $  3,825   $  4,179   $1,108   $1,016   $  908
    Interest cost......................     12,138     11,529     11,355    3,573    3,170    3,047
    Expected return on plan assets.....    (14,649)   (14,075)   (12,926)      --       --       --
    Amortization of net:
        Prior service cost.............        300        346        263     (782)    (739)    (739)
        (Gain)/loss....................       (371)      (778)      (258)      30     (428)    (640)
                                          --------   --------   --------   ------   ------   ------
    Net periodic benefit cost..........   $  1,585   $    847   $  2,613   $3,929   $3,019   $2,576
                                          --------   --------   --------   ------   ------   ------
                                          --------   --------   --------   ------   ------   ------
</Table>

                                       48





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                                      OTHER
                                                        PENSION BENEFITS     POSTRETIREMENT BENEFITS
                                                          DECEMBER 31,            DECEMBER 31,
                                                       -------------------   -----------------------
                                                         2002       2001        2002         2001
                                                         ----       ----        ----         ----
<S>                                                    <C>        <C>        <C>          <C>
Change in benefit obligation:
    Benefit obligation at prior measurement date.....  $172,139   $164,380    $ 51,440     $ 43,512
    Service cost.....................................     4,167      3,825       1,108        1,016
    Interest cost....................................    12,138     11,529       3,573        3,170
    Actuarial loss...................................    17,776        520       5,871        6,976
    Benefits paid....................................    (9,947)    (9,492)     (3,539)      (3,234)
    Plan amendments..................................      (239)     1,377        (441)          --
                                                       --------   --------    --------     --------
    Benefit obligation at measurement date...........  $196,034   $172,139    $ 58,012     $ 51,440
                                                       --------   --------    --------     --------
                                                       --------   --------    --------     --------
Change in plan assets:
    Fair value of assets at prior measurement date...  $145,162   $169,481    $     --     $     --
    Actual return on plan assets.....................   (12,114)   (15,741)         --           --
    Employer contributions...........................       844        914       3,539        3,234
    Benefits paid....................................    (9,947)    (9,492)     (3,539)      (3,234)
                                                       --------   --------    --------     --------
    Fair value of assets at measurement date.........  $123,945   $145,162    $     --     $     --
                                                       --------   --------    --------     --------
                                                       --------   --------    --------     --------
Reconciliation of funded status:
    Funded status....................................  $(72,089)  $(26,977)   $(58,012)    $(51,440)
    Unrecognized net:
        Prior service cost...........................     1,619      1,918      (1,785)      (2,126)
        (Gain)/loss..................................    48,191      3,521       5,130         (712)
                                                       --------   --------    --------     --------
    Net amount recognized............................  $(22,279)  $(21,538)   $(54,667)    $(54,278)
                                                       --------   --------    --------     --------
                                                       --------   --------    --------     --------
</Table>

    For pension plans included above with accumulated benefit obligations in
excess of plan assets, for 2002 and 2001, the projected benefit obligations were
$196,034 and $159,275, respectively, the accumulated benefit obligations were
$171,662 and $139,649, respectively, and the fair values of plan assets for
those plans were $123,945 and $133,119, respectively.

    The weighted-average assumptions used in accounting for the plans were:

<Table>
<Caption>
                                                                 2002              2001              2000
                                                                 ----              ----              ----
<S>                                                            <C>               <C>               <C>
Discount rate.............................................       6 1/2%            7 1/4%            7 1/2%
Long-term rate of return on assets........................           9%                9%                9%
Average rate of increase in employee compensation.........           5%                5%                5%
</Table>

    The health care cost trend rate used in accounting for the medical plans was
11 percent in 2001 and 10 percent in 2002 (decreasing to 6 percent in the year
2007 and beyond). A one percent increase in the health care trend rate would
increase the accumulated postretirement benefit obligation by $4,267 at year-end
2002 and the net periodic cost by $409 for the year. A one percent decrease in
the health care trend rate would decrease the accumulated postretirement benefit
obligation by $4,601 at year-end 2002 and the net periodic cost by $439 for the
year.

                                       49





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    The dates used to measure plan assets and liabilities were October 31, 2002
and 2001 for all plans. Pension plan assets are invested primarily in stocks,
bonds, short-term securities and cash equivalents.

<Table>
<Caption>
                                                                                      OTHER
                                                 PENSION BENEFITS            POSTRETIREMENT BENEFITS
                                             YEARS ENDED DECEMBER 31,       YEARS ENDED DECEMBER 31,
                                          -------------------------------   -------------------------
                                           2002        2001        2000      2002     2001     2000
FOREIGN:                                   ----        ----        ----      ----     ----     ----
<S>                                       <C>         <C>         <C>       <C>      <C>      <C>
Components of net periodic benefit cost:
    Service cost........................  $  630      $  590      $   587    $16      $14       $13
    Interest cost.......................   2,980       2,774        2,817     74       64        66
    Expected return on plan assets......    (705)       (786)      (1,087)    --       --        --
    Amortization of net:
        Prior service cost..............       6           6            6     --       --        --
        (Gain)/loss.....................     141          --          355      7       --        --
                                          ------      ------      -------    ---      ---       ---
    Net periodic benefit cost...........  $3,052      $2,584      $ 2,678    $97      $78       $79
                                          ------      ------      -------    ---      ---       ---
                                          ------      ------      -------    ---      ---       ---
</Table>

<Table>
<Caption>
                                                                                         OTHER
                                                                                    POSTRETIREMENT
                                                         PENSION BENEFITS              BENEFITS
                                                           DECEMBER 31,              DECEMBER 31,
                                                      ----------------------      -------------------
                                                        2002          2001         2002         2001
                                                        ----          ----         ----         ----
<S>                                                   <C>           <C>           <C>          <C>
Change in benefit obligation:
    Benefit obligation at prior measurement date....   $49,175       $49,553         $909       $884
    Service cost....................................       630           590           16         14
    Employee contributions..........................       130            29           --         --
    Interest cost...................................     2,980         2,774           74         64
    Actuarial loss..................................        47         1,517          853         37
    Foreign currency translation....................     8,277        (2,796)           9        (51)
    Benefits paid...................................    (2,748)       (2,492)         (43)       (39)
                                                      --------      --------      -------      -----
    Benefit obligation at measurement date..........  $ 58,491      $ 49,175      $ 1,818      $ 909
                                                      --------      --------      -------      -----
                                                      --------      --------      -------      -----
Change in plan assets:
    Fair value of assets at prior measurement
      date..........................................  $  8,198      $  9,663      $    --      $  --
    Actual return on plan assets....................    (1,068)         (997)          --         --
    Employer contributions..........................     3,063         2,519           43         39
    Employee contributions..........................       130            29           --         --
    Foreign currency translation....................       753          (524)          --         --
    Benefits paid...................................    (2,748)       (2,492)         (43)       (39)
                                                      --------      --------      -------      -----
    Fair value of assets at measurement date........  $  8,328      $  8,198      $    --      $  --
                                                      --------      --------      -------      -----
                                                      --------      --------      -------      -----
Reconciliation of funded status:
    Funded status...................................  $(50,163)     $(40,977)     $(1,818)     $(909)
    Unrecognized net:
        Prior service cost..........................        20            26           --         --
        Loss........................................     4,687         2,984          856         11
                                                      --------      --------      -------      -----
    Net amount recognized...........................  $(45,456)     $(37,967)     $  (962)     $(898)
                                                      --------      --------      -------      -----
                                                      --------      --------      -------      -----
</Table>

    For pension plans included above with accumulated benefit obligations in
excess of plan assets, for 2002 and 2001, the projected benefit obligations were
$54,557 and $45,086, respectively, the accumulated benefit obligations were
$53,364 and $43,599, respectively, and the fair values of plan assets for those
plans were $4,537 and $4,102, respectively.

                                       50





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    The weighted-average assumptions used in accounting for the plans were:

<Table>
<Caption>
                                                           2002       2001       2000
                                                           ----       ----       ----
<S>                                                        <C>        <C>        <C>
Discount rate............................................  5 3/4%        6%       6%
Long-term rate of return on assets.......................      8%    8 1/2%       9%
Average rate of increase in employee compensation........  3 3/4%        5%       5%
</Table>

    The health care cost trend rate used in accounting for the medical plan was
10 percent in 2002 (decreasing to 5 percent in the year 2010 and beyond) and 7.2
percent in 2001 (decreasing to 6 percent in the year 2003 and beyond). A one
percent increase in the health care trend rate would increase the accumulated
postretirement benefit obligation by $334 at year-end 2002 and the net periodic
cost by $34 for the year. A one percent decrease in the health care trend rate
would decrease the accumulated postretirement benefit obligation by $275 at
year-end 2002 and the net periodic cost by $27 for the year.

    The dates used to measure plan assets and liabilities were October 31, 2002
and 2001 for all plans. Pension plan assets are invested primarily in stocks,
bonds, short-term securities and cash equivalents.

NOTE 9 -- COMMITMENTS AND CONTINGENCIES

    Future minimum rental payments for operating leases (primarily for
transportation equipment, offices and warehouses) having initial or remaining
noncancellable lease terms in excess of one year as of December 31, 2002 are as
follows:

<Table>
<Caption>
YEAR ENDING
DECEMBER 31,
------------
<S>                                                           <C>
  2003......................................................  $10,166
  2004......................................................    6,621
  2005......................................................    5,259
  2006......................................................    4,599
  2007......................................................    2,828
  thereafter................................................    4,395
                                                              -------
                                                              $33,868
                                                              -------
                                                              -------
</Table>

    Rental expense for the years ended December 31, 2002, 2001 and 2000 was
$17,185, $20,355 and $18,938, respectively.

ENVIRONMENTAL MATTERS

    Accruals for environmental liabilities are recorded based on current
interpretations of applicable environmental laws and regulations when it is
probable that a liability has been incurred and the amount of such liability can
be reasonably estimated. Estimates are established based upon information
available to management to date, the nature and extent of the environmental
liability, the Company's experience with similar activities undertaken,
estimates obtained from outside consultants and the legal and regulatory
framework in the jurisdiction in which the liability arose. The potential costs
related to environmental matters and their estimated impact on future operations
are difficult to predict due to the uncertainties regarding the extent of any
required remediation, the complexity and interpretation of applicable laws and
regulations, possible modification of existing laws and regulations or the
adoption of new laws or regulations in the future, and the numerous alternative
remediation methods and their related varying costs. The material components of
the Company's environmental accruals include potential costs, as applicable, for
investigation, monitoring, remediation and ongoing maintenance activities at any
affected site. Accrued liabilities for environmental matters were $27,363 and
$24,657 at December 31, 2002 and 2001, respectively. These amounts do not
include third-party recoveries nor have they been discounted.

                                       51





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

PRODUCT WARRANTIES

    Accruals for product warranties are estimated based upon historical warranty
experience and are recorded at the time revenue is recognized. Activity in the
aggregate product warranty liability is summarized as follows:

<Table>
<Caption>
                                                               2002         2001
                                                               ----         ----
<S>                                                           <C>          <C>
Balance at beginning of period..............................  $6,119       $ 6,474
Accruals....................................................   2,711         1,329
Payments....................................................    (968)       (1,530)
Adjustments and other.......................................    (749)         (154)
                                                              ------       -------
Balance at end of period....................................  $7,113       $ 6,119
                                                              ------       -------
                                                              ------       -------
</Table>

CONTINGENCIES

    The Company is involved in various claims, litigation, administrative
proceedings and investigations. Although the amount of any ultimate liability
which could arise with respect to these matters cannot be accurately predicted,
it is the opinion of management, based upon currently available information,
that any such liability will have no material adverse effect on the Company's
financial condition, results of operations or cash flows.

NOTE 10 -- RELATED PARTY TRANSACTIONS

ALLOCATIONS

    Prior to its acquisition, Digital was a division of Prestolite Wire
Corporation. Prestolite provided certain services to Digital such as accounting,
legal, human resources, information technology and other corporate services. The
accompanying statements of operations include allocations of $2,292 for the year
ended December 31, 2000. Interest expense of $3,518 for the year ended December
31, 2000 has been charged to Digital based on a net assets basis utilizing
Prestolite's effective interest rate and the cash flows of Digital. These
allocations were made consistently in each period, and management believes the
allocations are reasonable. However, such allocations are not necessarily
indicative of the level of expenses that might have been incurred had Digital
been operating as a stand-alone entity or which might be expected to be incurred
as part of GenTek.

MANAGEMENT AGREEMENT

    The Company is party to a management agreement with Latona Associates Inc.,
which is controlled by a stockholder of the Company, under which the Company
receives corporate supervisory and administrative services and strategic
guidance. The Company was charged $5,017, $4,864, and $4,655, for the years
2002, 2001 and 2000, respectively. In addition, the Company paid $600 in
connection with acquisitions during 2000.

OTHER TRANSACTIONS

    GenTek provides GCG with certain administrative services pursuant to a
transition support agreement entered into in connection with the Spinoff. For
the years ended December 31, 2002, 2001, and 2000, GenTek charged GCG $1,383,
$1,355 and $1,692, respectively, related to this agreement. GCG supplies soda
ash and calcium chloride to GenTek. For the years ended December 31, 2002, 2001,
and 2000, purchases from GCG amounted to $2,794, $4,036 and $4,389,
respectively.

    In connection with the acquisition of Digital, Prestolite provided GenTek
with various corporate and administrative transition services in respect of the
digital business. The Company was charged $250

                                       52





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

for the year ended December 31, 2000. GenTek provides Prestolite with corporate
and administrative services, pursuant to a management agreement. For the years
ended December 31, 2002 and 2001, GenTek charged Prestolite $2,078 and $2,529.
GenTek and Prestolite buy and sell certain wire and cable products from each
other. Purchases from Prestolite for the years ended December 31, 2002, 2001 and
2000 were $11,021, $9,805 and $22,324, respectively. Sales to Prestolite for the
years ended December 31, 2002, 2001 and 2000 were $3,761, $2,613 and $2,707,
respectively. In addition, the Company permits Prestolite to utilize a portion
of its Nogales, Arizona warehouse, for which Prestolite currently pays the
Company a portion of the cost of leasing and operating the facility. Payments
from Prestolite for the years ended December 31, 2002 and 2001 were $228 and
$165, respectively. Certain of Prestolite's insurance is written under the
Company's policies. Prestolite pays its ratable share of the Company's premium
for this insurance. Payments from Prestolite for the years ended December 31,
2002, 2001 and 2000 were $268, $111 and $146, respectively. Prestolite permits
one of the Company's subsidiaries to share its Southfield, Michigan corporate
location. The Company pays Prestolite 25 percent of the cost of leasing and
operating the Southfield premises. Payments by the Company for the years ended
December 31, 2002 and 2001 were $113 and $76, respectively.

    To the extent that any of the agreements with related parties are executory
contracts under the Bankruptcy Code, the Company has the right to seek an order
authorizing their assumption or their rejection.

NOTE 11 -- ADDITIONAL FINANCIAL INFORMATION

    RECEIVABLES

<Table>
<Caption>
                                                             DECEMBER 31,
                                                          -------------------
                                                            2002       2001
                                                            ----       ----
   <S>                                                   <C>        <C>
    Trade...............................................  $189,281   $199,718
    Other...............................................    18,822     16,306
    Allowance for doubtful accounts.....................   (22,278)   (32,062)
                                                          --------   --------
                                                          $185,825   $183,962
                                                          --------   --------
                                                          --------   --------
</Table>

    INVENTORIES

<Table>
<Caption>
                                                             DECEMBER 31,
                                                          -------------------
                                                            2002       2001
                                                            ----       ----
   <S>                                                   <C>        <C>
    Raw materials.......................................  $ 41,003   $ 47,112
    Work in process.....................................    16,363     15,156
    Finished products...................................    42,077     40,795
    Supplies and containers.............................     5,275      4,611
                                                          --------   --------
                                                          $104,718   $107,674
                                                          --------   --------
                                                          --------   --------
</Table>

    Inventories valued at LIFO amounted to $27,011 and $25,401 at December 31,
2002 and 2001, respectively, which were below estimated replacement cost by
$1,114 and $913, respectively. The impact of LIFO liquidations in 2002, 2001 and
2000 was not significant.

                                       53





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    PROPERTY, PLANT AND EQUIPMENT

<Table>
<Caption>
                                                             DECEMBER 31,
                                                          -------------------
                                                            2002       2001
                                                            ----       ----
   <S>                                                   <C>        <C>
    Land and improvements...............................  $ 39,437   $ 37,402
    Machinery and equipment.............................   525,797    508,995
    Buildings and leasehold improvements................    93,346     90,583
    Construction in progress............................    48,883     52,659
                                                          --------   --------
                                                           707,463    689,639
    Less accumulated depreciation and amortization......  (398,638)  (331,113)
                                                          --------   --------
                                                          $308,825   $358,526
                                                          --------   --------
                                                          --------   --------
</Table>

    ACCRUED LIABILITIES

<Table>
<Caption>
                                                             DECEMBER 31,
                                                          -------------------
                                                            2002       2001
                                                            ----       ----
   <S>                                                   <C>        <C>
    Wages, salaries and benefits........................  $ 33,959   $ 36,547
    Interest............................................        14     12,166
    Income taxes........................................       850      5,908
    Taxes, other than income taxes......................     6,982      7,109
    Other...............................................    86,909     81,027
                                                          --------   --------
                                                          $128,714   $142,757
                                                          --------   --------
                                                          --------   --------
</Table>

NOTE 12 -- LONG-TERM DEBT

<Table>
<Caption>
                                                                        DECEMBER 31,
                                                                     -------------------
                                                       MATURITIES      2002       2001
                                                       ----------      ----       ----
<S>                                                   <C>            <C>        <C>
Bank term loans -- floating rates...................    2002-2007    $463,401   $486,250
Revolving credit facility -- floating rate..........      2005        264,718    115,000
Senior Subordinated Notes -- 11%....................      2009        193,867    200,000
Other debt -- floating rate.........................    2002-2018      17,543     31,176
                                                                     --------   --------
    Total debt......................................                  939,529    832,426
    Less: current portion...........................                   15,091     32,674
    Liabilities subject to compromise...............                  921,986         --
                                                                     --------   --------
    Net long-term debt..............................                 $  2,452   $799,752
                                                                     --------   --------
                                                                     --------   --------
</Table>

    Aggregate maturities of long term debt, exclusive of liabilities subject to
compromise, are as follows: 2003, $15,091; 2004, $1,651; 2005, $308; 2006, $210;
2007, $25; thereafter, $258.

    On August 9, 2000, the Company entered into a restated and amended credit
agreement, which provides for $500,000 in term loans and a $300,000 revolving
credit facility, which includes letters of credit up to $50,000. On August 1,
2001, the Company entered into an amendment of its credit facility which made
certain modifications to the financial covenants and other terms of the credit
facility. The unused letter of credit balance was $330 and $20,253 at December
31, 2002 and 2001, respectively. The term loans and revolving credit facility
bear interest at a rate equal to a spread over a reference rate. The rate in
effect for the revolving credit facility at December 31, 2002 and 2001 was 5.8
percent and 5.0 percent, respectively. The weighted average rate in effect for
the term loans at December 31, 2002 and 2001 was 6.3 percent and 5.3 percent,
respectively. The facility is secured by a first priority security interest in
all of the capital stock of the Company's domestic subsidiaries, 65 percent of
the capital stock of the Company's foreign subsidiaries and a security interest
in certain real property, intellectual property and other assets of the Company
in the United States and Canada.

                                       54





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    On October 11, 2002, the Company and 31 of its direct and indirect
subsidiaries filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code. The filing of a bankruptcy petition resulted in an immediate
acceleration of the principal amount and accrued and unpaid interest on the
Company's senior credit facility and 11% Senior Subordinated Notes. Outstanding
balances for the senior credit facility and the 11% Senior Subordinated Notes
have been reclassified to liabilities subject to compromise. In connection with
its use of cash collateral under the credit facility, the Company is currently
making adequate protection payments to its senior creditors, based upon the
interest rates stated above for its credit facility, which are being recorded as
reductions in principle for accounting purposes. See Note 1 for further
discussion of the Company's bankruptcy.

    Commitment fees paid for the Company's credit facilities were $92, $624, and
$556 for 2002, 2001 and 2000, respectively.

    In order to augment its financial flexibility during the Chapter 11 process,
the Company negotiated with certain members of its pre-petition bank syndicate,
and received approval from the Bankruptcy Court on March 6, 2003, and approval
from the Ontario Court on March 13, 2003, to enter into a debtor-in-possession
credit facility. The new facility will enable the Company to issue up to $50,000
of letters of credit, including approximately $30,000 of letters of credit
issued under the pre-petition credit facility, to support the Company and its
subsidiaries' undertakings (other than ordinary trade credit) and will provide
the Company's Noma Company subsidiary with a $10,000 revolving credit facility
for working capital and other general corporate purposes of Noma Company.
Borrowings under the revolving credit facility will bear interest at variable
rates based on prime plus 2.3 percent or LIBOR plus 3.5 percent. The facility
matures on September 30, 2003, but may be extended to December 31, 2003 by the
holders of a majority of the commitments. To support the payment obligations
under the new facility, the Bankruptcy Court awarded super-priority
administrative expense status to such obligations and granted the lenders senior
priming liens (with certain exceptions) on the Debtors' assets.

NOTE 13 -- CAPITAL STOCK

    The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock, par value $.01 per share, of which 21,439,310 and 20,567,403 were
outstanding at December 31, 2002 and 2001, respectively, and 40,000,000 shares
of Class B Common Stock, par value $.01 per share, which has ten votes per
share, is subject to significant restrictions on transfer and is convertible at
any time into Common Stock on a share-for-share basis, of which 3,896,860 and
4,750,107 shares were outstanding at December 31, 2002 and 2001, respectively.
The Common Stock and Class B Common Stock are substantially identical, except
for the disparity in voting power, restriction on transfer and conversion
provisions.

    The Company's Preferred Stock, par value $.01 per share, consists of
10,000,000 authorized shares, none of which were outstanding at December 31,
2002 and 2001.

    On February 22, 2000, the Company issued 3,371,340 shares of Common Stock
and 791,685 shares of Class B Common Stock in connection with the Company's
rights offering. Pursuant to the rights offering, the holders of record of the
Company's Common Stock and Class B Common Stock as of January 24, 2000 received,
at no cost, 0.20 rights to purchase one share of Common Stock or Class B Common
stock of the Company, as appropriate, for each share of such stock they held as
of the record date. Each whole right entitled the holder to purchase one share
of Common Stock or Class B Stock, as the case may be, at the price of $9.43 per
share. The net proceeds to the Company from this issuance of Common Stock and
Class B Common Stock were approximately $38,000.

                                       55





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 14 -- STOCK INCENTIVE PLANS

    The Company has several long-term incentive plans pursuant to which stock
options and other equity-related incentive awards may be granted to officers,
non-employee directors and other key people. Stock options generally are granted
with an exercise price equal to the market price on the day the option is
granted, vest over three years and have a maximum term of 10 years. Restricted
units, which represent common stock to be issued to the participant upon
vesting, vest over five years for employees and four years for non-employee
directors. Compensation cost (income) recorded for stock-based compensation
under those plans was $(525), $(86), and $1,392, for the years ended
December 31, 2002, 2001 and 2000, respectively. As of December 31, 2002, the
total number of shares authorized for grants under these plans was approximately
4,900,000, with approximately 1,300,000 shares available for grant.

    Information with respect to all stock options is summarized below:

<Table>
<Caption>
                                      2002                            2001                            2000
                           --------------------------      --------------------------      --------------------------
                                          WEIGHTED                        WEIGHTED                        WEIGHTED
                                          AVERAGE                         AVERAGE                         AVERAGE
                            SHARES     EXERCISE PRICE       SHARES     EXERCISE PRICE       SHARES     EXERCISE PRICE
                            ------     --------------       ------     --------------       ------     --------------
<S>                        <C>         <C>                 <C>         <C>                 <C>         <C>
Outstanding at beginning
  of year................  3,004,000       $11.60          3,100,700       $12.32          1,933,800       $13.66
Options granted..........         --           --            313,000         2.62          1,221,000        10.27
Options exercised........         --           --             21,900         9.43             22,000        13.29
Options cancelled........    163,000        10.56            387,800        10.26             32,100        14.18
                           ---------                       ---------                       ---------
Outstanding at end of
  year...................  2,841,000       $11.66          3,004,000       $11.60          3,100,700       $12.32
                           ---------                       ---------                       ---------
                           ---------                       ---------                       ---------
Exercisable at end of
  year...................  1,950,200       $12.45          1,387,400       $13.26            739,400       $14.20
</Table>

    The following table summarizes information about stock options outstanding
at December 31, 2002:

<Table>
<Caption>
                                                   OUTSTANDING                           EXERCISABLE
                                  ---------------------------------------------   --------------------------
                                              WEIGHTED AVERAGE
                                                 REMAINING          WEIGHTED                     WEIGHTED
                                  NUMBER OF     CONTRACTUAL         AVERAGE       NUMBER OF      AVERAGE
 RANGE OF EXERCISE PRICES          OPTIONS          LIFE         EXERCISE PRICE    OPTIONS    EXERCISE PRICE
 ------------------------          -------          ----         --------------    -------    --------------
<S>                         <C>   <C>         <C>                <C>              <C>         <C>
$ 1.11 -- $ 5.00................    210,000         8.8              $ 1.33          63,000       $ 1.33
$ 5.00 -- $10.00................    903,500         7.0              $ 9.48         609,700       $ 9.53
$10.00 -- $15.00................  1,374,000         4.2              $13.05         940,000       $13.08
$15.00 -- $18.73................    353,500         5.0              $17.99         337,500       $18.05
                                  ---------                                       ---------
                                  2,841,000                                       1,950,200
                                  ---------                                       ---------
                                  ---------                                       ---------
</Table>

NOTE 15 -- FINANCIAL INSTRUMENTS

INVESTMENTS

    All marketable equity securities are classified as available-for-sale, with
net unrealized gains and losses shown as a component of accumulated other
comprehensive income (loss). At December 31, 2002, there were no marketable
equity securities held by the Company. At December 31, 2001, gross unrealized
losses were $375. At December 31, 2000, gross unrealized gains and losses were
$254 and $415, respectively. Realized gains and losses are determined on the
average cost method. Sales of investments were as follows:

                                       56





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                   YEARS ENDED
                                                                   DECEMBER 31,
                                                              ----------------------
                                                              2002    2001     2000
                                                              ----    ----     ----
<S>                                                           <C>    <C>      <C>
Proceeds....................................................  $561   $4,582   $4,140
Gross realized gains........................................    --   $1,123   $1,893
Gross realized losses.......................................  $386   $  564       --
</Table>

SWAP AGREEMENTS

    The Company periodically enters into interest rate swap agreements to
effectively convert a portion of its floating-rate to fixed-rate debt in order
to reduce the Company's exposure to movements in interest rates and achieve a
desired proportion of variable versus fixed-rate debt, in accordance with the
Company's policy. Such agreements involve the exchange of fixed and floating
interest rate payments over the life of the agreement without the exchange of
the underlying principal amounts. Accordingly, the impact of fluctuations in
interest rates on these interest rate swap agreements is fully offset by the
opposite impact on the related debt. Swap agreements are only entered into with
strong creditworthy counterparties. All swap agreements have been designated as
cash flow hedges, and all were 100 percent effective. As a result, there is no
impact to earnings due to hedge ineffectiveness. As a result of the Filing, the
Company discontinued hedge accounting for its interest rate swaps since it was
no longer probable that the forecasted variable interest payments would occur.
Additionally, a charge of $4,272 was recorded in reorganization items, which
represents amounts which would have been reclassified from accumulated other
comprehensive income amounts to the statement of operations had interest
payments been made during the estimated period of time the Company will be
reorganizing under Chapter 11. During 2002, the Company received notices from
counterparties to the Company's interest rate swap agreements that they were
exercising their rights to terminate the agreements. The termination payment
demands received totaled $12,941, which has not been paid and is recorded as
liabilities subject to compromise. The swap agreements in effect were as
follows:

<Table>
<Caption>
                                                                           INTEREST RATE
                                                NOTIONAL                -------------------
                                                 AMOUNT    MATURITIES   RECEIVE(1)   PAY(2)
                                                 ------    ----------   ----------   ------
<S>                                             <C>        <C>          <C>          <C>
December 2001.................................  $175,000   2002-2006       2.0%       6.8%
</Table>

---------
(1)  Three-month LIBOR.

(2)  Represents the weighted average rate.

FAIR VALUE OF FINANCIAL INSTRUMENTS

<Table>
<Caption>
                                               DECEMBER 31, 2002     DECEMBER 31, 2001
                                              -------------------   -------------------
                                              CARRYING     FAIR     CARRYING     FAIR
                                               AMOUNT     VALUE      AMOUNT     VALUE
                                               ------     -----      ------     -----
<S>                                           <C>        <C>        <C>        <C>
Marketable equity securities................        --         --   $    572   $    572
Long-term debt..............................  $939,529   $442,657   $832,426   $748,426
Interest rate swap agreements...............        --         --   $(10,566)  $(10,566)
</Table>

    The fair values of cash and cash equivalents, receivables and payables
approximate their carrying values due to the short-term nature of the
instruments. The fair value of the Company's investments in marketable equity
securities is based on quoted market prices. The fair value of the Company's
long-term debt was based on quoted market prices for traded debt and discounted
cash flow analyses on its nontraded debt. The fair value of the Company's
interest rate swap agreements is the estimated amount the Company would have to
pay or receive to terminate the swap agreements based upon quoted market prices
as provided by financial institutions which are counterparties to the swap
agreements.

                                       57





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 16 -- GEOGRAPHIC AND INDUSTRY SEGMENT INFORMATION

    GenTek operates through three primary business segments: communications,
manufacturing and performance products. The business segments were determined
based on several factors including products and services provided and markets
served. Each segment is managed separately. The communications segment is a
global provider of products, systems and services, including copper and
fiber-optic cabling and connection products, for local and wide area data and
communications networks. The manufacturing segment provides a broad range of
engineered components and services to the automotive, appliance and electronic
and industrial markets. The performance products segment manufactures a broad
range of products and services to four principal markets: environmental
services, pharmaceutical and personal care, chemical processing and technology.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.

    Industry segment information is summarized as follows:

<Table>
<Caption>
                                        NET REVENUES                   OPERATING PROFIT (LOSS)
                                  YEARS ENDED DECEMBER 31,             YEARS ENDED DECEMBER 31,
                            ------------------------------------   --------------------------------
                               2002         2001         2000        2002        2001        2000
                               ----         ----         ----        ----        ----        ----
<S>                         <C>          <C>          <C>          <C>         <C>         <C>
Performance Products......  $  357,427   $  360,927   $  353,125   $  28,657   $ (30,444)  $ 40,024
Manufacturing.............     477,113      478,488      553,262      44,807     (10,831)    64,206
Communications............     293,993      405,005      507,800     (89,519)   (119,108)    59,851
                            ----------   ----------   ----------   ---------   ---------   --------
    Total segments........   1,128,533    1,244,420    1,414,187     (16,055)   (160,383)   164,081
Eliminations and other
  corporate expenses......          --           --           --      (9,016)    (12,363)    (4,790)
                            ----------   ----------   ----------   ---------   ---------   --------
Consolidated..............  $1,128,533   $1,244,420   $1,414,187     (25,071)   (172,746)   159,291
                            ----------   ----------   ----------
                            ----------   ----------   ----------
Interest expense..........                                            60,135      74,980     74,948
Other (income), expense
  net.....................                                             7,721      (1,983)    (4,484)
                                                                   ---------   ---------   --------
Consolidated income (loss)
  before income taxes and
  cumulative effect of a
  change in accounting
  principle...............                                         $ (92,927)  $(245,743)  $ 88,827
                                                                   ---------   ---------   --------
                                                                   ---------   ---------   --------
</Table>

<Table>
<Caption>
                                           CAPITAL EXPENDITURES       DEPRECIATION AND AMORTIZATION
                                         YEARS ENDED DECEMBER 31,        YEARS ENDED DECEMBER 31,
                                        ---------------------------   ------------------------------
                                         2002      2001      2000       2002       2001       2000
                                         ----      ----      ----       ----       ----       ----
<S>                                     <C>       <C>       <C>       <C>        <C>        <C>
Performance Products..................  $23,808   $20,554   $20,023   $15,484    $21,203    $23,346
Manufacturing.........................   15,855    12,383    16,376    16,891     23,043     23,115
Communications........................   12,777    44,841    44,899    15,528     24,071     22,512
                                        -------   -------   -------   -------    -------    -------
Consolidated..........................  $52,440   $77,778   $81,298   $47,903    $68,317    $68,973
                                        -------   -------   -------   -------    -------    -------
                                        -------   -------   -------   -------    -------    -------
</Table>

<Table>
<Caption>
                                                                IDENTIFIABLE ASSETS
                                                                   DECEMBER 31,
                                                                -------------------
                                                                  2002        2001
                                                                  ----        ----
<S>                                                             <C>       <C>
Performance Products........................................    $249,326   $  303,788
Manufacturing(1)............................................     369,415      409,006
Communications..............................................     258,595      426,767
Corporate...................................................      79,649       25,282
                                                                --------   ----------
Consolidated................................................    $956,985   $1,164,843
                                                                --------   ----------
                                                                --------   ----------
</Table>

---------
(1)  Includes equity method investments of $18,274 and $21,608,
     respectively.

                                       58





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

    Geographic area information is summarized as follows:

<Table>
<Caption>
                                                EXTERNAL REVENUES(1)           LONG-LIVED ASSETS(2)
                                              YEARS ENDED DECEMBER 31,             DECEMBER 31,
                                        ------------------------------------   ---------------------
                                           2002         2001         2000        2002        2001
                                           ----         ----         ----        ----        ----
<S>                                     <C>          <C>          <C>          <C>         <C>
United States.........................  $  746,492   $  811,788   $  951,608   $276,705    $376,638
Canada................................     115,957       99,647      113,574    112,881     159,993
Other Foreign.........................     266,084      332,985      349,005     73,682     195,108
                                        ----------   ----------   ----------   --------    --------
Consolidated..........................  $1,128,533   $1,244,420   $1,414,187   $463,268    $731,739
                                        ----------   ----------   ----------   --------    --------
                                        ----------   ----------   ----------   --------    --------
</Table>

---------
(1)  Revenues are attributed to geographic areas based on the
     locations of customers.

(2)  Represents all non-current assets except deferred tax assets
     and financial instruments.

NOTE 17 -- SUMMARIZED FINANCIAL INFORMATION

    The Company's Senior Subordinated Notes due 2009 are fully and
unconditionally guaranteed, on a joint and several basis, by all of the
Company's wholly owned, domestic subsidiaries ('Subsidiary Guarantors'). The
non-guarantor subsidiaries are foreign.

    The following condensed consolidating financial information illustrates the
composition of the combined Subsidiary Guarantors. The Company believes that the
separate complete financial statements of the respective guarantors would not
provide additional material information which would be useful in assessing the
financial composition of the Subsidiary Guarantors.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002

<Table>
<Caption>
                                                                    NON-
                                                   SUBSIDIARY    GUARANTOR
                                        PARENT     GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        ------     ----------   ------------   ------------   ------------
<S>                                    <C>         <C>          <C>            <C>            <C>
Net revenues.........................  $      --   $ 725,087     $ 442,333       $(38,887)     $1,128,533
Cost of sales........................         --     588,978       349,086        (38,887)        899,177
Selling, general and administrative
  expense............................      1,362     100,571        74,256             --         176,189
Restructuring and impairment
  charges............................         --      23,285        54,953             --          78,238
                                       ---------   ---------     ---------       --------      ----------
    Operating profit (loss)..........     (1,362)     12,253       (35,962)            --         (25,071)
Interest expense.....................     48,354      46,521         8,551        (43,291)         60,135
Other (income) expense, net..........    (39,512)      4,797          (855)        43,291           7,721
                                       ---------   ---------     ---------       --------      ----------
    Income (loss) before income taxes
      and cumulative effect of a
      change in accounting
      principle......................    (10,204)    (39,065)      (43,658)            --         (92,927)
Income tax provision (benefit).......    138,911     (15,001)      (17,313)            --         106,597
Cumulative effect of a change in
  accounting principle...............         --     (65,359)      (95,766)            --        (161,125)
Equity in loss from subsidiaries.....   (211,534)   (122,111)           --        333,645              --
                                       ---------   ---------     ---------       --------      ----------
    Net loss.........................  $(360,649)  $(211,534)    $(122,111)      $333,645      $ (360,649)
                                       ---------   ---------     ---------       --------      ----------
                                       ---------   ---------     ---------       --------      ----------
</Table>

                                       59





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>
                                                                    NON-
                                                   SUBSIDIARY    GUARANTOR
                                        PARENT     GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        ------     ----------   ------------   ------------   ------------
<S>                                    <C>         <C>          <C>            <C>            <C>
Net revenues.........................  $      --   $ 766,783      $517,181       $(39,544)     $1,244,420
Cost of sales........................         --     643,812       389,678        (39,544)        993,946
Selling, general and administrative
  expense............................      2,801     149,322        83,680             --         235,803
Restructuring and impairment
  charges............................         --     161,150        26,267             --         187,417
                                       ---------   ---------      --------       --------      ----------
    Operating profit (loss)..........     (2,801)   (187,501)       17,556             --        (172,746)
Interest expense.....................     60,123      69,567        17,005        (71,715)         74,980
Other (income) expense, net..........    (56,318)    (10,094)       (7,286)        71,715          (1,983)
                                       ---------   ---------      --------       --------      ----------
    Income (loss) before income
      taxes..........................     (6,606)   (246,974)        7,837             --        (245,743)
Income tax provision (benefit).......     (2,008)    (75,273)        2,382             --         (74,899)
Equity in income (loss) from
  subsidiaries.......................   (166,246)      5,455            --        160,791              --
                                       ---------   ---------      --------       --------      ----------
    Net income (loss)................  $(170,844)  $(166,246)     $  5,455       $160,791      $ (170,844)
                                       ---------   ---------      --------       --------      ----------
                                       ---------   ---------      --------       --------      ----------
</Table>

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000

<Table>
<Caption>
                                                                    NON-
                                                   SUBSIDIARY    GUARANTOR
                                         PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                         ------    ----------   ------------   ------------   ------------
<S>                                     <C>        <C>          <C>            <C>            <C>
Net revenues..........................  $     --    $901,743      $554,593       $(42,149)     $1,414,187
Cost of sales.........................        --     687,025       391,487        (42,149)      1,036,363
Selling, general and administrative
  expense.............................     2,298     127,891        88,344             --         218,533
                                        --------    --------      --------       --------      ----------
    Operating profit (loss)...........    (2,298)     86,827        74,762             --         159,291
Interest expense......................    53,278      58,678        19,574        (56,582)         74,948
Other (income) expense, net...........   (52,896)     (8,801)          631         56,582          (4,484)
                                        --------    --------      --------       --------      ----------
    Income (loss) before income
      taxes...........................    (2,680)     36,950        54,557             --          88,827
Income tax provision (benefit)........    (1,072)     20,662        18,996             --          38,586
Equity in income from subsidiaries....    51,849      35,561            --        (87,410)             --
                                        --------    --------      --------       --------      ----------
    Net income........................  $ 50,241    $ 51,849      $ 35,561       $(87,410)     $   50,241
                                        --------    --------      --------       --------      ----------
                                        --------    --------      --------       --------      ----------
</Table>

                                       60





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002

<Table>
<Caption>
                                                                   NON-
                                                  SUBSIDIARY    GUARANTOR
                                       PARENT     GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       ------     ----------   ------------   ------------   ------------
<S>                                   <C>         <C>          <C>            <C>            <C>
Current assets:
    Cash and cash equivalents.......  $  64,046   $  22,230      $ 46,754       $     --      $  133,030
    Receivables, net................      8,674      95,978        81,173             --         185,825
    Inventories.....................         --      51,776        52,942             --         104,718
    Other current assets............    (29,129)     46,215        10,269             --          27,355
                                      ---------   ---------      --------       --------      ----------
    Total current assets............     43,591     216,199       191,138             --         450,928
Property, plant and equipment,
  net...............................         --     211,525        97,300             --         308,825
Goodwill............................         --      45,005        82,719             --         127,724
Intercompany receivable (payable)...    714,357    (696,631)      (17,726)            --              --
Investment in subsidiaries..........   (335,365)     83,305            --        252,060              --
Other assets........................    (83,903)     90,104        63,307             --          69,508
                                      ---------   ---------      --------       --------      ----------
    Total assets....................  $ 338,680   $ (50,493)     $416,738       $252,060      $  956,985
                                      ---------   ---------      --------       --------      ----------
                                      ---------   ---------      --------       --------      ----------
Current liabilities:
    Accounts payable................  $       6   $  24,445      $ 26,401       $     --      $   50,852
    Accrued liabilities.............     25,036      53,071        50,607             --         128,714
    Current portion of long-term
      debt..........................         --         101        14,990             --          15,091
                                      ---------   ---------      --------       --------      ----------
    Total current liabilities.......     25,042      77,617        91,998             --         194,657
Long-term debt......................         --         596         1,856             --           2,452
Liabilities subject to compromise...    821,895     169,960       151,910             --       1,143,765
Other liabilities...................      2,064      36,699        87,669             --         126,432
                                      ---------   ---------      --------       --------      ----------
    Total liabilities...............    849,001     284,872       333,433             --       1,467,306
Equity (deficit)....................   (510,321)   (335,365)       83,305        252,060        (510,321)
                                      ---------   ---------      --------       --------      ----------
    Total liabilities and equity
      (deficit).....................  $ 338,680   $ (50,493)     $416,738       $252,060      $  956,985
                                      ---------   ---------      --------       --------      ----------
                                      ---------   ---------      --------       --------      ----------
</Table>

                                       61





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001

<Table>
<Caption>
                                                                   NON-
                                                  SUBSIDIARY    GUARANTOR
                                        PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        ------    ----------   ------------   ------------   ------------
<S>                                    <C>        <C>          <C>            <C>            <C>
Current assets:
    Cash and cash equivalents........  $     --   $     443      $  8,762      $      --      $    9,205
    Receivables, net.................        --     105,246        78,716             --         183,962
    Inventories......................        --      55,205        52,469             --         107,674
    Other current assets.............     1,488      43,633         7,695             --          52,816
                                       --------   ---------      --------      ---------      ----------
    Total current assets.............     1,488     204,527       147,642             --         353,657
Property, plant and equipment, net...        --     270,780        87,746             --         358,526
Goodwill.............................        --     161,664       167,311             --         328,975
Intercompany receivable (payable)....   643,909    (742,123)       98,214             --              --
Investment in subsidiaries...........   (88,541)    203,931            --       (115,390)             --
Other assets.........................     3,995     110,242         9,448             --         123,685
                                       --------   ---------      --------      ---------      ----------
    Total assets.....................  $560,851   $ 209,021      $510,361      $(115,390)     $1,164,843
                                       --------   ---------      --------      ---------      ----------
                                       --------   ---------      --------      ---------      ----------
Current liabilities:
    Accounts payable.................  $    274   $  66,062      $ 33,383      $      --      $   99,719
    Accrued liabilities..............    37,211      60,243        45,303             --         142,757
    Current portion of long-term
      debt...........................    15,125         110        17,439             --          32,674
                                       --------   ---------      --------      ---------      ----------
    Total current liabilities........    52,610     126,415        96,125             --         275,150
Long-term debt.......................   639,875         678       159,199             --         799,752
Other liabilities....................    10,703     170,469        51,106             --         232,278
                                       --------   ---------      --------      ---------      ----------
    Total liabilities................   703,188     297,562       306,430             --       1,307,180
Equity (deficit).....................  (142,337)    (88,541)      203,931       (115,390)       (142,337)
                                       --------   ---------      --------      ---------      ----------
    Total liabilities and equity
      (deficit)......................  $560,851   $ 209,021      $510,361      $(115,390)     $1,164,843
                                       --------   ---------      --------      ---------      ----------
                                       --------   ---------      --------      ---------      ----------
</Table>

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002

<Table>
<Caption>
                                                                               NON-
                                                              SUBSIDIARY    GUARANTOR
                                                    PARENT    GUARANTORS   SUBSIDIARIES   CONSOLIDATED
                                                    ------    ----------   ------------   ------------
<S>                                                <C>        <C>          <C>            <C>
Net cash (used for) provided by operating
  activities.....................................  $ (5,786)   $ 28,097      $ 23,316       $ 45,627
                                                   --------    --------      --------       --------
Net cash used for investing activities...........        --     (29,829)       (9,533)       (39,362)
                                                   --------    --------      --------       --------
Cash flows from financing activities:
    Intercompany cash transfers..................   (65,879)     24,205        41,674             --
    Other........................................   135,711        (686)      (19,183)       115,842
                                                   --------    --------      --------       --------
Net cash provided by financing activities........    69,832      23,519        22,491        115,842
                                                   --------    --------      --------       --------
Effect of exchange rates on cash.................        --          --         1,718          1,718
                                                   --------    --------      --------       --------
Increase in cash and cash equivalents............    64,046      21,787        37,992        123,825
Cash and cash equivalents at beginning of year...        --         443         8,762          9,205
                                                   --------    --------      --------       --------
Cash and cash equivalents at end of year.........  $ 64,046    $ 22,230      $ 46,754       $133,030
                                                   --------    --------      --------       --------
                                                   --------    --------      --------       --------
</Table>

                                       62





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>
                                                                               NON-
                                                              SUBSIDIARY    GUARANTOR
                                                    PARENT    GUARANTORS   SUBSIDIARIES   CONSOLIDATED
                                                    ------    ----------   ------------   ------------
<S>                                                <C>        <C>          <C>            <C>
Net cash provided by operating activities........  $ 11,506    $ 14,629      $ 42,272       $ 68,407
                                                   --------    --------      --------       --------
Net cash used for investing activities...........        --     (53,154)      (17,725)       (70,879)
                                                   --------    --------      --------       --------
Cash flows from financing activities:
    Intercompany cash transfers..................   (20,943)     41,316       (20,373)            --
    Other........................................     9,437       2,541        (3,880)         8,098
                                                   --------    --------      --------       --------
Net cash provided by (used for) financing
  activities.....................................   (11,506)     43,857       (24,253)         8,098
                                                   --------    --------      --------       --------
Effect of exchange rates on cash.................        --          --          (880)          (880)
                                                   --------    --------      --------       --------
Increase (decrease) in cash and cash
  equivalents....................................        --       5,332          (586)         4,746
Cash and cash equivalents at beginning of year...        --      (4,889)        9,348          4,459
                                                   --------    --------      --------       --------
Cash and cash equivalents at end of year.........  $     --    $    443      $  8,762       $  9,205
                                                   --------    --------      --------       --------
                                                   --------    --------      --------       --------
</Table>

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2000

<Table>
<Caption>
                                                                               NON-
                                                              SUBSIDIARY    GUARANTOR
                                                   PARENT     GUARANTORS   SUBSIDIARIES   CONSOLIDATED
                                                   ------     ----------   ------------   ------------
<S>                                               <C>         <C>          <C>            <C>
Net cash provided by (used for) operating
  activities....................................  $  18,971   $ 132,721      $(64,422)     $  87,270
                                                  ---------   ---------      --------      ---------
Cash flows from investing activities:
    Acquisition of businesses net of cash
      acquired..................................         --    (138,380)           --       (138,380)
    Other.......................................         --     (77,035)      (16,034)       (93,069)
                                                  ---------   ---------      --------      ---------
Net cash used for investing activities..........         --    (215,415)      (16,034)      (231,449)
                                                  ---------   ---------      --------      ---------
Cash flows from financing activities:
    Proceeds from sale of stock.................     37,957          --            --         37,957
    Intercompany cash transfers.................    300,883    (400,106)       99,223             --
    Other.......................................   (357,862)    471,736       (22,212)        91,662
                                                  ---------   ---------      --------      ---------
Net cash provided by (used for) financing
  activities....................................    (19,022)     71,630        77,011        129,619
                                                  ---------   ---------      --------      ---------
Effect of exchange rates on cash................         --          --        (1,668)        (1,668)
                                                  ---------   ---------      --------      ---------
Decrease in cash and cash equivalents...........        (51)    (11,064)       (5,113)       (16,228)
Cash and cash equivalents at beginning of
  year..........................................         51       6,175        14,461         20,687
                                                  ---------   ---------      --------      ---------
Cash and cash equivalents at end of year........  $      --   $  (4,889)     $  9,348      $   4,459
                                                  ---------   ---------      --------      ---------
                                                  ---------   ---------      --------      ---------
</Table>

NOTE 18 -- SUBSEQUENT EVENT

    On February 28, 2003, the Company announced a plan to wind down and close
operations in Claymont, Delaware at the South Plant of the Delaware Valley Works
complex, an industrial facility owned and operated by the Company. The plan is
subject to approval by the Bankruptcy Court. A motion seeking such approval was
filed on March 4, 2003. If approved by the Bankruptcy Court, the South Plant is
expected to cease production on or about September 30, 2003. Failure of the
Company to achieve such approval could have a material adverse effect on the
Company's results of operations. The South Plant contains sulfuric acid
regeneration and production facilities as well as other operations. The Company
intends to comply fully with all of its environmental obligations in connection
with the

                                       63





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

decommissioning of the facility including, without limitation, those relating to
any investigation and remediation of the facility required by law. Depending on
the scope of any investigation and any remedial activity required as a result,
additional costs above those currently estimated could be incurred over a period
of the next several years. The Company is currently unable to estimate the
nature and extent of these potential additional costs. As such, it is possible
that the final outcome could have a material adverse effect on the Company's
results of operations, cash flows and financial condition. Operations at the
Delaware Valley Works' other manufacturing areas located in the North Plant of
the facility, including the production of sulfur, fluorine, potassium and
ammonia-based compounds and warehousing, distribution and transportation
operations, will continue.

    To minimize the impact of the South Plant closure on its sulfuric acid
regeneration and merchant acid customers, the Company has made arrangements to
continue offering products and services to these customers through its four
other sulfuric acid facilities, supplemented by agreements with certain
strategic partners. In particular, the Company has negotiated with Rhodia Inc.
to assume responsibility for five of its sulfuric acid regeneration contracts,
subject to entering into appropriate modified contracts with the customers. A
motion seeking the Bankruptcy Court's approval of the transaction with Rhodia
Inc. was filed on March 11, 2003.

NOTE 19 -- UNAUDITED QUARTERLY INFORMATION

<Table>
<Caption>
                                                                 2002
                               ------------------------------------------------------------------------
                                 FIRST          SECOND          THIRD          FOURTH           YEAR
                                 -----          ------          -----          ------           ----
<S>                            <C>             <C>             <C>            <C>            <C>
Net revenues.................  $ 276,937       $ 302,729       $279,458       $269,409       $1,128,533
Gross profit.................     55,308          63,415         58,510         52,123          229,356
Income (loss) before
  cumulative effect of a
  change in accounting
  principle..................     (3,148)       (146,213)       (57,832)         7,669         (199,524)
Net income (loss)............   (164,273)(1)    (146,213)(2)    (57,832)(3)      7,669(4)      (360,649)
                               ---------       ---------       --------       --------       ----------
                               ---------       ---------       --------       --------       ----------
Earnings (loss) per common
  share -- basic:
Income (loss) before
  cumulative effect of a
  change in accounting
  principle..................  $    (.12)      $   (5.73)      $  (2.26)      $    .30       $    (7.82)
                               ---------       ---------       --------       --------       ----------
                               ---------       ---------       --------       --------       ----------
Net income (loss)............  $   (6.45)      $   (5.73)      $  (2.26)      $    .30       $   (14.13)
                               ---------       ---------       --------       --------       ----------
                               ---------       ---------       --------       --------       ----------
Earnings (loss) per common
  share -- diluted:
Income (loss) before
  cumulative effect of a
  change in accounting
  principle..................  $    (.12)      $   (5.73)      $  (2.26)      $    .30       $    (7.82)
                               ---------       ---------       --------       --------       ----------
                               ---------       ---------       --------       --------       ----------
Net income (loss)............  $   (6.45)      $   (5.73)      $  (2.26)      $    .30       $   (14.13)
                               ---------       ---------       --------       --------       ----------
                               ---------       ---------       --------       --------       ----------
</Table>

---------
(1)  Includes the cumulative effect of a change in accounting
     principle of $161,125 or $6.33 per share.

(2)  Includes restructuring and impairment charges of $23,618.

(3)  Includes restructuring and impairment charges of $49,722.

(4)  Includes restructuring charges of $4,898.

                                       64





<Page>


                                  GENTEK INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                 2001
                                  -------------------------------------------------------------------
                                   FIRST      SECOND          THIRD          FOURTH           YEAR
                                   -----      ------          -----          ------           ----
<S>                               <C>        <C>             <C>            <C>            <C>
Net revenues....................  $339,962   $ 319,474       $299,698       $285,286       $1,244,420
Gross profit....................    76,395      55,493 (1)     66,889         51,697 (3)      250,474
Net income (loss)...............     2,475    (102,429)(1)        190(2)     (71,080)(3)     (170,844)
                                  --------   ---------       --------       --------       ----------
                                  --------   ---------       --------       --------       ----------
Earnings (loss) per common
  share -- basic:...............  $    .10   $   (4.03)      $    .01       $  (2.79)      $    (6.72)
                                  --------   ---------       --------       --------       ----------
                                  --------   ---------       --------       --------       ----------
Earnings (loss) per common
  share -- assuming dilution:...  $    .10   $   (4.03)      $    .01       $  (2.79)      $    (6.72)
                                  --------   ---------       --------       --------       ----------
                                  --------   ---------       --------       --------       ----------
</Table>

---------
(1)  Includes charges to income totaling $150,769 ($99,333 after
     tax or $3.91 per share), which includes restructuring and
     impairment charges of $108,018, charges included in cost of
     sales of $16,431, principally related to loss provisions for
     obsolete and excess inventory, and charges included in
     selling, general administrative expenses of $26,320,
     principally related to loss provisions for accounts
     receivable.

(2)  Includes restructuring charges of $2,910 ($1,759 after tax
     or $.07 per share).

(3)  Includes charges to income totaling $93,751 ($66,005 after
     tax or $2.59 per share), which includes restructuring and
     impairment charges of $76,489, charges included in cost of
     sales of $14,936, principally related to loss provisions for
     obsolete and excess inventory, and charges included in
     selling, general and administrative expenses of $2,326,
     principally related to loss provisions for accounts
     receivable.

                                       65








<Page>


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

    None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

    Paul M. Montrone, 61, Chairman of the Board, has been a director of the
Company since April 1999. Mr. Montrone has been Chairman of the Board and Chief
Executive Officer of Fisher Scientific International Inc. ('Fisher') (scientific
laboratory products) since March 1998, Chief Executive Officer and a director of
Fisher from prior to 1998 to March 1998. Mr. Montrone is also a director of The
General Chemical Group Inc. (Chairman) ('General Chemical Group').

    Paul M. Meister, 50, Vice Chairman of the Board, has been a director of the
Company since April 1999. Mr. Meister has been Vice Chairman of the Board of
Fisher since March 2001 and was Vice Chairman of the Board, Executive Vice
President and Chief Financial Officer of Fisher from March 1998 to March 2001.
From prior to 1998 to March 1998, Mr. Meister was Senior Vice President and
Chief Financial Officer of Fisher. Mr. Meister is also a director of General
Chemical Group (Vice Chairman), M & F Worldwide Corp., Minerals Technologies
Inc. and National Waterworks, Inc.

    Bruce L. Koepfgen, 50, has been a director of the Company since September
1999. Mr. Koepfgen is a private investor and President of Koepfgen Company LLC,
a management consulting firm, who spent 23 years with Salomon Brothers Inc., 15
of which he was a managing director. Most recently, he led Salomon's efforts in
Fixed Income Sales and managed its Chicago office. He was also Chairman of
Salomon Analytics, a company established to develop sophisticated fixed income
analytic tools for institutional investors.

    Richard R. Russell, 60, has been a director, President and Chief Executive
Officer of the Company since April 1999. Mr. Russell served as President and
Chief Executive Officer and a director of General Chemical Group from prior to
1998 until April 1999.

    Scott M. Sperling, 45, has been a director of the Company since April 1999,
and served as a director of General Chemical Group from 1996 to 1999. Mr.
Sperling has been employed by Thomas H. Lee Partners, L.P. (private equity
firm), and its predecessor Thomas H. Lee Company, since prior to 1998. Mr.
Sperling currently serves as a Managing Director of Thomas H. Lee Partners, L.P.
Mr. Sperling is a director of Fisher; Vertis, Inc.; and Wyndham International.

    Ira Stepanian, 66, has been a director of the Company since April 1999, and
served as a director of General Chemical Group from 1996 to 1999. Mr. Stepanian
is the retired Chairman and Chief Executive Officer of Bank of Boston
Corporation and its principal subsidiary, The First National Bank of Boston. Mr.
Stepanian spent 32 years with Bank of Boston, serving as Chief Executive Officer
(1987 to 1995) and Chairman (1989 to 1995) prior to his retirement.

EXECUTIVE OFFICERS

    For information relating to the Company's executive officers, see the
information contained under the caption 'Executive Officers and Key Employees'
in Part I of this report.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities (collectively, 'Section 16 reporting persons'), to file with
the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of such equity securities of the Company on Forms 3, 4 and
5. Section 16 reporting persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

                                       66





<Page>


    To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on written representations that no other
reports were required, during the fiscal year ended December 31, 2002, the
Section 16 reporting persons complied with all Section 16(a) filing requirements
applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

    The non-employee directors of GenTek are entitled to receive cash
compensation and compensation pursuant to the plans described below.

    Cash Compensation. Non-employee directors of the Company (other than Messrs.
Montrone and Meister) receive compensation of $40,000 per year, with no
additional fees for attendance at Board or committee meetings. Pursuant to the
Deferred Compensation Plan for Non-Employee Directors of GenTek Inc., any
director entitled to compensation may elect, generally prior to the commencement
of any calendar year, to have all or any portion of the director's compensation
for such calendar year and for succeeding calendar years credited to a deferred
compensation account. Amounts credited to the director's account will accrue
interest based upon the average quoted rate for ten-year U.S. Treasury Notes.
Deferred amounts will be paid in a lump sum or in installments at the director's
discretion commencing on the first business day of the calendar year following
the year in which the director ceases to serve on the Company's Board or of a
later calendar year specified by such director.

    Retirement Plan for Non-Employee Directors. Pursuant to the Retirement Plan
for Non-Employee Directors of GenTek Inc., any non-employee director who retires
from the Board with at least five years of service as a non-employee director
(other than Messrs. Montrone and Meister) is eligible for an annual retirement
benefit for the remainder of the director's lifetime. The annual retirement
benefit for a director who retires with five years of service is equal to 50% of
the director fee in effect at the date of the director's retirement and for
directors with more than five years of service the retirement benefit is
increased by 10% of the director's fee in effect at the date of the director's
retirement for each additional year of service, up to 100% of such fee for 10 or
more years of service as a director or for directors who retire at age 70
regardless of the length of service.

    Restricted Unit Plan for Non-Employee Directors. Pursuant to the Restricted
Unit Plan for Non-Employee Directors of GenTek Inc., each non-employee director
of the Company (other than Messrs. Montrone and Meister), upon becoming a
director of the Company, receives a one-time grant of 5,000 restricted units
under the Restricted Unit Plan for Non-Employee Directors evidencing a right to
receive shares of Common Stock, subject to certain restrictions. The Company
will maintain a memorandum account for each director who received the grant of
restricted units and credit to such account the amount of any cash dividends and
shares of stock of any subsidiary distributed on the shares of Common Stock
('Dividend Equivalents') underlying such director's restricted units from the
date of grant until the payment date described below. No shares of Common Stock
will be issued at the time restricted units are granted, and the Company will
not be required to set aside a fund for any such grant or for amounts credited
to the memorandum account. Pursuant to the terms of the plan neither the
restricted units nor the memorandum account may be sold, assigned, pledged or
otherwise disposed of. Twenty-five percent of the restricted units and the
related Dividend Equivalents will vest for each year of service as a director of
the Company. Vested restricted units and the related Dividend Equivalents will
not be payable until the director ceases to be a member of the Company's Board.
At that time, the director will receive one share of Common Stock for each
vested restricted unit, provided that a director may elect, prior to the date on
which restricted units vest, to have payment deferred to a later date. Any
restricted units and related Dividend Equivalents that have not vested at the
time the director ceases to be a director of the Company will be cancelled
unless service has terminated because of death or disability, in which event all
such restricted units and related Dividend Equivalents will vest immediately.
When payment of restricted units is made, eligible directors will also receive
cash and securities equal to the related Dividend Equivalents, together with
interest on the cash based upon the average quoted rate for ten-year U.S.
Treasury Notes. In the event of a stock dividend, stock split, recapitalization,
merger, liquidation or similar event, the Board, in its sole discretion, may
make

                                       67





<Page>


equitable adjustments in outstanding awards and the number of shares of Common
Stock reserved for issuance under the plan.

SUMMARY COMPENSATION TABLE

    The following table summarizes the compensation paid to the President and
Chief Executive Officer and each of GenTek's four other most highly compensated
executive officers or key employees (the 'Named Executives') for services in all
capacities to GenTek and its subsidiaries during or with respect to 2000, 2001,
and 2002.

<Table>
<Caption>
                                                                           LONG TERM
                                             ANNUAL COMPENSATION          COMPENSATION
                                       --------------------------------   ------------
                                                                           SECURITIES
                                                           OTHER ANNUAL    UNDERLYING     ALL OTHER
                                       SALARY     BONUS    COMPENSATION     OPTIONS      COMPENSATION
 NAME AND PRINCIPAL POSITION    YEAR     ($)     ($)(1)        ($)            (#)           ($)(2)
 ---------------------------    ----     ---     ------        ---            ---           ------
<S>                             <C>    <C>       <C>       <C>            <C>            <C>
Richard R. Russell............  2002   465,000   192,045           0              0         45,000
  President, Chief Executive    2001   465,000         0           0              0         20,750
  Officer and Director          2000   465,000   600,000           0        130,000         64,000
Ray L. Patel(3)...............  2002   350,013   329,500           0              0         35,000
  President -- Manufacturing    2001   300,493   142,020      69,146         25,000         29,000
  Segment and President and
  Chief Executive Officer
  of Noma Company
Matthew R. Friel(4)...........  2002   227,500   229,880           0              0              0
  Vice President, Chief         2001    70,500         0           0         75,000              0
  Financial Officer,
  and Treasurer
Ronald A. Lowy(5).............  2002   305,000   221,650           0              0         31,000
  Chief Operating Officer,      2001   283,332   165,000     112,865              0         35,000
  Krone Group
Charles W. Shaver(6)..........  2002   280,000   229,625           0              0          5,500
  Vice President, General       2001    45,833   215,000           0         50,000              0
  Manager -- Performance
  Products
</Table>

---------

(1)  Includes bonuses paid for year 2002 of $60,000 for each of
     Messrs. Patel, Friel, Lowy and Shaver under the Company's
     2002 Prepetition Retention Plan. Payment of such bonuses was
     made pursuant to an Order of the Bankruptcy Court under
     11 U.S.C. Sections 105 and 363(b)(1) entered on December 20,
     2002. Also includes bonuses of $192,045, $269,500, $169,880,
     $161,650 and $169,625 to Messrs. Russell, Patel, Friel, Lowy
     and Shaver, respectively accrued under the Company's Senior
     Executive Bonus Plans which provide for ordinary course
     incentive bonuses to be paid to the Company's senior
     executives for year 2002. Such bonuses have not yet been
     paid to the executives as payment is contingent upon
     approval of the Bankruptcy Court of the Joint Motion of
     GenTek Inc., et al. and Noma Company for Order Under 11
     U.S.C. Sections 105(a) and 363(b)(1) Authorizing Debtors to
     Honor Obligations Arising Under Ordinary Course Senior
     Executive Bonus Plans, filed with the Bankruptcy Court on
     April 29, 2003.
(2)  Includes employer contributions in 2002 in the amount of
     $45,000, and $5,500 for Messrs. Russell and Shaver,
     respectively, pursuant to the savings and supplemental
     savings plans maintained by the Company. For years 2001 and
     2000, such employer contributions were $20,750 and $64,000,
     respectively for Mr. Russell. Includes employer
     contributions for years 2002 and 2001 of $35,000 and
     $29,000, respectively, in the case of Mr. Patel pursuant to the
     defined contribution retirement and savings plan and
     supplemental savings plan maintained by Noma Corporation,
     and includes employer contributions in 2002 and 2001 of
     $31,000 and $35,000, respectively, in the case of Mr. Lowy
     pursuant to the defined contribution retirement and savings
     plan and supplemental savings plan maintained by Krone Inc.
(3)  Mr. Patel joined Noma Company in January 2001. For year
     2001, Other Annual Compensation reported for Mr. Patel
     includes $53,846 of relocation expenses.
(4)  Mr. Friel became Vice President, Chief Financial Officer and
     Treasurer in September 2001.
(5)  Mr. Lowy joined the Krone Group in January 2001. For year
     2001, Other Annual Compensation reported for Mr. Lowy
     includes $98,995 of relocation expenses.
(6)  Mr. Shaver joined the Company in November 2001. For year
     2001, Mr. Shaver's bonus includes a $150,000 sign-on bonus.

                                       68





<Page>


OPTION GRANTS IN LAST FISCAL YEAR

    There were no stock options granted by the Company to the Named Executives
during 2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

    The following table sets forth information for each Named Executive with
regard to the aggregate stock options held on December 31, 2002, and the value
of in-the-money stock options held as of December 31, 2002. No stock options
were exercised by Named Executives in 2002.

<Table>
<Caption>
                                                   NUMBER OF SECURITIES                VALUE OF
                                                        UNDERLYING                    UNEXERCISED
                                                  UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
                                                   DECEMBER 31, 2002(#)         DECEMBER 31, 2002($)(1)
                                                ---------------------------   ---------------------------
                                                EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                                                -----------   -------------   -----------   -------------
<S>                                             <C>           <C>             <C>           <C>
Richard R. Russell............................    338,000        212,000           0              0
Ray L. Patel..................................     31,500         33,500           0              0
Matthew R. Friel..............................    101,500         78,500           0              0
Ronald A. Lowy................................     20,000         10,000           0              0
Charles W. Shaver.............................     15,000         35,000           0              0
</Table>

---------

(1)  The exercise price of all options granted to the Named
     Executives exceeded the fair market value of the underlying
     securities on December 31, 2002. The closing price of GenTek
     securities on December 31, 2002 was $0.015 per share.

PENSION PLANS

    Certain employees, including Messrs. Russell, Friel and Shaver, participate
in The General Chemical Corporation Salaried Employee's Pension Plan (the
'Pension Plan'), a defined benefit plan that generally benefits full-time,
salaried employees. A participating employee's annual retirement benefit is
determined by the employee's credited service under the Pension Plan and average
annual earnings during the five years of the final ten years of service credited
under the Pension Plan for which such employee's earnings were highest. Annual
earnings include principally salary, overtime and short-term incentive
compensation. The Pension Plan provides that a participating employee's right to
receive benefits under the Pension Plan becomes fully vested after five years of
service. Under the Pension Plan, benefits are adjusted by a portion of the
social security benefits received by participants.

    In addition, Messrs. Russell, Friel and Shaver participate in an unfunded
nonqualified excess benefit plan which pays benefits which would otherwise
accrue in accordance with the provisions of the Pension Plan, but which are not
payable under the Pension Plan by reason of certain benefit limitations imposed
by the Internal Revenue Code of 1986, as amended, (the 'Code'). Under this
formula, the average recognized compensation under the non-qualified excess
benefit plan for each of the Named Executives as of December 31, 2002 was: Mr.
Russell, $804,000; Mr. Friel, $200,400; and Mr. Shaver $416,400.

    Each of the named Executive Officers participates in either the General
Chemical Corporation Supplemental Savings and Retirement Plan, the Krone
Incorporated Supplemental Executive Retirement Plan or the Prestolite Wire
Corporation Supplemental Executive Retirement Plan. Pursuant to an Order of the
Bankruptcy Court entered on January 21, 2003, the Company adopted the Key
Employee Retention Plan (the "KERP"). Under the terms of the KERP, the Company
has been authorized to protect up to $215,000 of the such supplemental
retirement plan account balance of certain executive officers, including the
Named Executives, provided that no distribution may be made to any Named
Executive prior to the second anniversary of the Company's emergence from
Chapter 11. For each of Messrs. Russell, Friel and Shaver, such $215,000
includes a pension component of the Named Executive's supplemental retirement
plan balance. The supplemental retirement plan accounts of Messrs. Lowy and
Patel include only a savings and not a pension component. Notwithstanding the
estimated annual benefit amounts set forth in the Pension Plan Table below, each
of the participating Named Executives is a general unsecured creditor with
respect to benefit amounts accrued under the Pension Plan, whether vested or
unvested, except to the extent protected under the KERP.



                                       69





<Page>


    The following table shows the total estimated annual benefits payable under
the Pension Plan and the excess benefit plan in the form of a straight life
annuity to hypothetical participants upon retirement at normal retirement age,
with respect to the compensation and years-of-service categories indicated in
the table.

                               PENSION PLAN TABLE

<Table>
<Caption>
  AVERAGE
  ANNUAL       10 YEARS     15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS(1)   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
-----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>           <C>          <C>          <C>          <C>          <C>          <C>
$  200,000     $ 40,000     $ 60,000     $ 80,000     $100,000     $100,000     $105,000
   300,000       60,000       90,000      120,000      150,000      150,000      157,500
   400,000       80,000      120,000      160,000      200,000      200,000      210,000
   500,000      100,000      150,000      200,000      250,000      250,000      262,500
   600,000      120,000      180,000      240,000      300,000      300,000      315,000
   700,000      140,000      210,000      280,000      350,000      350,000      367,500
   800,000      160,000      240,000      320,000      400,000      400,000      420,000
   900,000      180,000      270,000      360,000      450,000      450,000      472,500
 1,000,000      200,000      300,000      400,000      500,000      500,000      525,000
 1,100,000      220,000      330,000      440,000      550,000      550,000      577,500
 1,200,000      240,000      360,000      480,000      600,000      600,000      630,000
 1,300,000      260,000      390,000      520,000      650,000      650,000      681,000
</Table>

    The years of service recognized under the Pension Plan generally include all
service with GenTek and its predecessors. The credited years of service as of
December 31, 2002 under the Pension Plan for each of the Named Executives, are
as follows: Mr. Russell, 26 years; Mr. Friel, 2 years; and Mr. Shaver, 1 year.

Severance and Change in Control Arrangements

         Pursuant to the terms of the KERP, certain key employees, including the
Named Executives are entitled to severance and change in control benefits. Under
the KERP, in the event that a Named Executive's employment is terminated (i) by
the Named Executive for "good reason" (as defined in the KERP), (ii) by the
Company for any reason other than "cause" (as defined in the KERP) or (iii)
either by the Named Executive or the Company for death or "disability" (as
defined in the KERP), such Named Executive will receive a lump sum cash payment
equal to two times (or in the case of Mr. Russell, three times) the Named
Executive's annual salary on the termination date. In addition, the Named
Executives will continue to be covered by all life, health care, medical and
dental insurance plans and programs (excluding disability) for two years (or in
the case of Mr. Russell, for three years).

         The KERP further provides for alternative severance protections to
certain key employees, including the Named Executives in the event that they
terminate their employment for "good reason" (as defined in the KERP) or are
terminated by the Company or any of the Chapter 11 debtors or any successor for
reason other than for "cause" (excluding death or "disability," each as defined
in the KERP) within twelve months following a change of control of the Company
or a sale of the business segment by which they are then employed, provided that
such change on control or sale of business segment occurs prior to the first
anniversary of the Company's emergence from Chapter 11. Subject to certain
conditions as established in the KERP, the Named Executives will be entitled to
receive a lump sum cash payment equal to two times (or in the case of Mr.
Russell, three times) the sum of the Named Executive's annual salary on the
termination date plus such Named Executive's target annual bonus with respect to
the year in which the termination occurs. In addition, the Named Executives will
continue to be covered by all life, health care, medical and dental insurance
plans and programs (excluding disability) for two years (or in the case of Mr.
Russell, for three years).

         If any payment or distribution to any Named Executive is subject to
excise tax pursuant to Section 4999 of the Internal Revenue Code, such Named
Executive is entitled to receive a gross-up payment from the Company in an
amount such that, after payment by the Named Executive of all taxes (including
the excise tax imposed on the gross-up payment), the amount of the gross-up
payment remaining is equal to the excise tax imposed under Section 4999 of the
Code.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    In 2002, there were no interlocking relationships existing between the
Company's Board of Directors or compensation committee of any other company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of March 19, 2003 certain information
concerning each person believed to be a beneficial owner of more than 5% of
Common Stock and Class B Common Stock and beneficial ownership of each director,
named executive officer and all directors and executive officers as a group.

<Table>
<Caption>
                                                         PERCENT OF                          PERCENT OF
                                       SHARES OF           COMMON     SHARES OF CLASS B       CLASS B
      NAME OF BENEFICIAL OWNER        COMMON STOCK        STOCK(1)     COMMON STOCK(2)      COMMON STOCK
      ------------------------        ------------        --------     ---------------      ------------
<S>                                   <C>                <C>          <C>                   <C>
Paul M. Montrone....................   12,674,753(3)(4)     50.0          3,896,860(3)         100.0
Paul M. Meister.....................      625,000(5)         2.4                 --               --
Richard R. Russell..................      741,741(6)         2.9                 --               --
Scott M. Sperling...................       25,000(7)        *                    --               --
Ira Stepanian.......................       25,000(7)        *                    --               --
Ray L. Patel........................       31,500(8)        *                    --               --
Matthew R. Friel....................      156,650(9)        *                    --               --
Ronald A. Lowy......................       40,000(10)       *                    --               --
Charles W. Shaver...................       15,000(11)       *                    --               --
Bruce L. Koepfgen...................       10,767(12)       *                    --               --
All directors and Executive Officers
  as a group (13 persons)...........   14,432,136(13)       53.6          3,896,860            100.0
</Table>

---------------
*  Less than 1%

                                (footnotes continued on next page)

                                       70





<Page>



(footnotes continued from previous page)
 (1)  The percentage ownership of Common Stock has been calculated
      assuming the conversion of all outstanding shares of
      Class B Common Stock. Percentage figures are based on
      21,439,310 shares of Common Stock and 3,896,860 shares of
      Class B Common Stock outstanding as of March 19, 2003.
 (2)  Holders of Class B Common Stock may convert each share of
      Class B Common Stock at any time and from time to time into
      one fully paid and non-assessable share of Common Stock.
 (3)  Includes (a) 2,556,541 shares of Common Stock held directly
      by Mr. Montrone; (b) 2,505,337 shares of Class B Common
      Stock held directly by Mr. Montrone; (c) 36,000 shares of
      Common Stock held directly by Mr. Montrone's wife, Sandra G.
      Montrone; (d) 3,600 shares of Common Stock held by a trust
      (the 'Trust') of which Mr. Montrone is the sole trustee and
      a beneficiary; (e) 1,400,163 shares of Common Stock and
      599,837 shares of Class B Common Stock held by Sewall
      Associates Family, L.P., a Delaware limited partnership of
      which Mrs. Montrone and Mr. Montrone are the sole general
      partners with shared investment and voting discretion and
      Mr. Montrone and a grantor retained annuity trust formed in
      January 2000 (of which Mr. Montrone is the settlor and
      annuity beneficiary and Mrs. Montrone and Mr. Montrone are
      co-trustees with shared investment and voting discretion)
      are the limited partners; (f) 2,061,046 shares of Common
      Stock and 791,686 shares of Class B Common Stock held by PMM
      GK Investment LLC, a Delaware limited liability company of
      which Mr. Montrone is the sole member; and (g) 2,720,543
      shares of Common Stock held by The Paul and Sandra Montrone
      2001 Descendants' Trust, of which Mrs. Montrone is the sole
      trustee. The address of Mr. and Mrs. Montrone, the Trust,
      Sewall Associates Family, L.P. and The Paul and Sandra
      Montrone 2001 Descendants' Trust is c/o GenTek Inc., Liberty
      Lane, Hampton, NH 03842. The address of PMM GK Investment
      LLC is c/o Wilmington Trust Company, 1100 N. Market Street,
      Wilmington, DE 19890, c/o PMM GK Investment LLC.
      Pursuant to a registration rights agreement with GenTek, Mr.
      Montrone and the Montrone family trusts and entities may
      request, at any time prior to April 2004, the registration
      of their shares of Common Stock (including shares of Common
      Stock received upon the conversion of Class B Common Stock)
      for sale under the Securities Act of 1933. The Company is
      required to accept up to three requests for registration
      and, in addition, to include the shares of Mr. Montrone and
      his family trusts in a proposed registration of shares of
      Common Stock under the Securities Act in connection with the
      sale of shares of Common Stock by the Company or any other
      stockholder of the Company. The Company will be responsible
      for the expenses of any registration of shares of Mr.
      Montrone and the Montrone family trusts effected under the
      registration rights agreement other than brokerage and
      underwriting commissions and taxes relating to the sale of
      the shares.
 (4)  Does not include an additional 120,000 shares of Common
      Stock held by a charitable foundation, of which Mr. Montrone
      is a director and Mrs. Montrone is a director and officer.
      By virtue of their positions with the foundation, Mr. and
      Mrs. Montrone may be deemed to be beneficial owner of shares
      of Common Stock held by the foundation. Mr. and Mrs.
      Montrone expressly disclaim any beneficial ownership in the
      120,000 shares of Common Stock held by the foundation.
 (5)  Includes 10,000 shares of Common Stock owned by Mr. Meister,
      15,000 restricted units granted to Mr. Meister pursuant to
      the Long Term Incentive Plan and options to purchase 600,000
      shares of Common Stock issuable upon the exercise of stock
      options within 60 days of March 19, 2003.
 (6)  Includes 116,166 shares of Common Stock held by Mr. Russell
      directly, 24,000 shares of Common Stock held by Mr.
      Russell's wife, 1,200 shares of Common Stock held by Mr.
      Russell's daughter, an aggregate of 50,375 restricted units
      granted pursuant to the Long Term Incentive Plan and options
      to purchase 550,000 shares of Common Stock issuable upon the
      exercise of stock options within 60 days of March 19, 2003.
      Mr. Russell disclaims beneficial ownership of the 25,200
      shares of Common Stock held by his wife and daughter.
 (7)  Includes 5,000 restricted units granted pursuant to the
      Restricted Unit Plan for Non-Employee Directors and options
      to purchase 20,000 shares of Common Stock issuable upon the
      exercise of stock options within 60 days of March 19, 2003.
 (8)  Includes options to purchase 31,500 shares of Common Stock
      issuable upon the exercise of stock options within 60 days
      of March 19, 2003.
 (9)  Includes 23,150 shares of Common Stock held by Mr. Friel
      directly, an aggregate of 6,000 restricted units granted
      pursuant to the Long Term Incentive Plan, and options to
      purchase 127,500 shares of Common Stock issuable upon the
      exercise of stock options within 60 days of March 19, 2003.
(10)  Includes 10,000 shares of Common Stock held by Mr. Lowy
      directly and options to purchase 30,000 shares of Common
      Stock issuable upon the exercise of stock options within 60
      days of March 19, 2003.
(11)  Includes options to purchase 15,000 shares of Common Stock
      issuable upon the exercise of stock options within 60 days
      of March 19, 2003.
(12)  Includes 5,767 shares of Common Stock held by Mr. Koepfgen
      and 5,000 restricted units granted pursuant to the
      Restricted Unit Plan for Non-Employee Directors.
(13)  Includes 12,674,753 shares beneficially owned by Mr.
      Montrone (see notes 3 and 4 above); 186,808 shares held
      directly; 25,200 shares held indirectly; options to purchase
      1,459,000 shares of Common Stock issuable upon the exercise
      of stock options within 60 days of March 19, 2003; 71,375
      restricted units granted pursuant to the Long Term Incentive
      Plan; and 15,000 restricted units granted pursuant to the
      Restricted Unit Plan for Non-Employee Directors. The address
      for all directors and executive officers is c/o GenTek Inc.,
      Liberty Lane, Hampton, New Hampshire 03842.

EQUITY COMPENSATION PLAN INFORMATION

    For certain information relating to equity compensation plans, see the
information under the caption 'Equity Compensation Plan Information' in
Part II, Item 5 of this report.

                                       71





<Page>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The Company is party to a management agreement with Latona Associates Inc.
('Latona Associates'). Latona Associates is a management company that has
provided the Company with strategic management, business and financial advisory
services, including guidance and advice relating to financings, security
offerings, recapitalization, restructurings, acquisitions, investor relations,
public relations, and tax and employee benefit matters. Paul M. Montrone, the
controlling stockholder and Chairman of the Board of the Company, controls
Latona Associates. In addition, Paul M. Meister, Vice Chairman of the Board is
a Managing Director of Latona Associates.

    The Company's agreement with Latona Associates extends through 2004.
The Company's agreement with Latona Associates provides for payments to Latona
Associates of an amount, currently approximately $5 million annually, payable
quarterly in advance, adjusted annually for increases in the U.S. Department of
Labor, Bureau of Labor Statistics, Consumer Price Index. The Company paid only
75% of the amount due to Latona Associates with respect to the first quarter of
2003, and currently intends to similarly reduce payments for the second quarter
of 2003. Although the Company has discussed this reduction with Latona
Associates, and Latona Associates has agreed not to take any action during the
first and second quarters of 2003 with respect to any amounts not paid when due,
Latona Associates has not agreed to waive any rights to the unpaid portion of
the fees due to it. In addition to the annual payment, if the Company requests
Latona Associates to provide advisory services in connection with any
acquisition, business combination or other strategic transaction, the Company
will pay Latona Associates additional fees comparable to those received by
investment banking firms for such services (subject to the approval of a
majority of our independent directors).

    While there can be no assurance that the amount of fees paid by the
Company to Latona Associates for services does not exceed the amount that the
Company would have to pay to obtain similar services from unaffiliated third
parties, the Company believes that the employees of Latona Associates have
extensive knowledge concerning its businesses which would be impractical for a
third party to obtain. As a result, the Company has not compared the fees
payable to Latona Associates with fees that might be charged by third parties
for similar services.

    Pursuant to a Management Agreement, the Company provides Prestolite Wire
Corporation ('Prestolite'), with management services. Mr. Montrone beneficially
owns a controlling interest in Prestolite, and he and Mr. Meister are on the
board of Prestolite. Prestolite paid the Company $2.1 million for management
services during 2002. The Company and Prestolite buy and sell certain wire and
cable products from each other. During 2002, the Company purchased $11 million
of products from Prestolite. Sales by the Company to Prestolite during 2002 were
$3.8 million. In addition, the Company permits Prestolite to utilize a portion
of its Nogales, Arizona warehouse, for which Prestolite pays the Company a
portion of the cost of leasing and operating the facility. Payments from
Prestolite during 2002 for the use of this warehouse totaled $228,000. Certain
of Prestolite's insurance is written under the Company's policies and Prestolite
pays the Company for its ratable shares of premiums, which totaled $268,000
during 2002. One of the Company's subsidiaries shares Prestolite's corporate
location in Southfield, Michigan. The Company pays Prestolite 25% of the cost of
leasing and operation of the Southfield location, which totaled $113,000 during
2002.

    During 2002, the Company purchased $2.8 million of soda ash and calcium
chloride from The General Chemical Group Inc., a company controlled by Paul
Montrone ('General Chemical Group'). The purchases were made at market rates.
The Company also provides administrative services to General Chemical Group
and charged $1.4 million for these services in 2002.

     To the extent that any of the agreements with related parties are
executory contracts under the Bankruptcy Court, the Company has the right to
seek an order authorizing their assumption or their rejection.

ITEM 14. CONTROLS AND PROCEDURES.

    (a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended) (the 'Exchange Act') as of a date within 90 days prior to the filing
date of this annual report (the 'Evaluation Date'). Based on such evaluation,
such officers have concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective in alerting them on a timely
basis to material information relating to the Company required to be included in
the Company's reports filed and submitted under the Exchange Act.

                                       72





<Page>


    (b) Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.

                                    PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements

    See Item 8, beginning on page 29.

    Financial Statement Schedules

    See Index to Financial Statement Schedule on page 78.

(b) Reports on Form 8-K

    Form 8-K filed with the Securities and Exchange Commission dated
October 15, 2002, regarding the Registrant and certain of its direct and
indirect subsidiaries in the United States and Canada filing voluntary petitions
for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code
for the District of Delaware on October 11, 2002.

    Form 8-K filed with the Securities and Exchange Commission dated
December 11, 2002, attaching a press release issued by Noma Company ('Noma'),
the Registrant's Canadian subsidiary, announcing that the Superior Court of
Justice in Ontario entered an order that recognized the Chapter 11 proceedings
commenced by Noma in the United States as 'foreign proceedings' under Section
18.6 of the Companies' Creditors Arrangement Act (CCAA) and that certain orders
made in the U.S. Chapter 11 proceedings are effective in Canada.

    Form 8-K filed with the Securities and Exchange Commission dated
February 28, 2003, attaching two press releases issued by General Chemical
Corporation, a subsidiary of the Registrant, announcing that General Chemical
Corporation plans to decommission the sulfuric acid production operation located
at its Delaware Valley facility in Claymont, Delaware and that General Chemical
Corporation and Esseco S.p.A. have plans to form a joint venture, Esseco General
Chemical LLC, to supply various sodium and sulfur-based chemistries to the North
American market.

(c) List of Exhibits

<Table>
<Caption>
Exhibit
  No.                                  Description
-------                                -----------
<S>     <C>
   3.1  -- Amended and Restated Certificate of Incorporation of GenTek Inc. Incorporated by reference
           to the relevant exhibit to the Amendment No. 2 to Registration Statement on Form 10 of
           GenTek Inc. (File No. 001-14789), filed with the Securities and Exchange Commission on
           April 8, 1999 (the '1999 GenTek Form 10').
   3.2  -- Amended and Restated By-Laws of GenTek Inc. Incorporated by reference to the relevant
           exhibit to the 1999 GenTek Form 10.
 10.01  -- GenTek Inc. Restricted Unit Plan for Non-Employee Directors. Incorporated by reference to
           the relevant exhibit to the 1999 GenTek Form 10.
 10.02  -- GenTek Inc. Retirement Plan for Non-Employee Directors. Incorporated by reference to the
           relevant exhibit to the 1999 GenTek Form 10.
 10.03  -- GenTek Inc. Performance Plan. Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.
 10.04  -- GenTek Inc. Long-Term Incentive Plan. Incorporated by reference to the relevant exhibit to
           the 1999 GenTek Form 10.
 10.05  -- Employee Benefits Agreement among GenTek Inc., The General Chemical Group Inc., General
           Chemical Industrial Products Inc. and General Chemical Corporation. Incorporated by
           reference to the relevant exhibit to the 1999 GenTek Form 10.
</Table>

                                       73





<Page>



<Table>
<Caption>
EXHIBIT
  NO.                           DESCRIPTION
-------                         -----------
<S>     <C>
 10.06  -- Tax Sharing Agreement between GenTek Inc. and The General
           Chemical Group Inc. Incorporated by reference to the
           relevant exhibit to the 1999 GenTek Form 10.
 10.07  -- Intellectual Property Agreement among GenTek Inc.,
           General Chemical Corporation, The General Chemical Group
           Inc. and General Chemical Industrial Products Inc.
           Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.
 10.08  -- Management Agreement between GenTek Inc. and Latona
           Associates Inc. Incorporated by reference to the relevant
           exhibit to the 1999 GenTek Form 10.
 10.09  -- Registration Rights Agreement between Paul M. Montrone
           and The General Chemical Group Inc., as assumed by GenTek
           Inc. with respect to Common Stock of GenTek Inc.
           Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.
 10.10  -- Credit Agreement among GenTek Inc., Noma Company, the
           several lenders from time to time party hereto, The Bank
           of Nova Scotia, as Syndication Agent, Bankers Trust
           Company, as Documentation Agent, and The Chase Manhattan
           Bank, as Administrative Agent, dated as of April 30, 1999
           as amended and restated as of August 9, 2000 and as of
           August 1, 2001. Incorporated by reference to the relevant
           exhibit to GenTek Inc.'s 10-Q for the three months ended
           September 30, 2001 filed with the Securities and Exchange
           Commission on November 7, 2001.
 10.11  -- Amended and Restated Guarantee and Collateral Agreement
           made by GenTek Inc. and certain of its subsidiaries in
           favor of The Chase Manhattan Bank, as Administrative
           Agent, dated as of April 30, 1999, as amended and restated
           as of October 30, 2001. Incorporated by reference to the
           relevant exhibit to GenTek Inc.'s 10-Q for the three
           months ended September 30, 2001 filed with the Securities
           and Exchange Commission on November 7, 2001.
 10.12  -- Indenture, dated as of August 9, 1999, between the
           Company and U.S. National Trust Association, as Trustee.
           Incorporated by reference to the relevant exhibit to
           GenTek Inc.'s 10-Q for the nine months ended September 30,
           1999 filed with the Securities and Exchange Commission on
           November 15, 1999.
 10.13  -- Management Agreement, dated as of August, 2000, between
           GenTek Inc., a Delaware Corporation, and Prestolite Wire
           Corporation, a Delaware Corporation.*
 10.14  -- GenTek Inc. Key Employee Retention Plan.*
 10.15  -- Credit, Guarantee and Security Agreement among GenTek
           Inc. and Noma Company, Debtors and Debtors-in-Possession
           under Chapter 11 of the Bankruptcy Code as Borrowers, and
           the subsidiaries of GenTek Inc. named herein, as
           Guarantors, and the Lenders party hereto, and JP Morgan
           Chase Bank, as Administrative Agent.*
  21.1  -- Subsidiaries of GenTek Inc.*
  99.1  -- 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.
</Table>

* - Previously filed with Form 10-K on March 31, 2003.

                                       74





<Page>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
April, 2003.

                                          GENTEK INC.

                                          By: /s/ RICHARD R. RUSSELL
                                              .................................
                                              NAME:  RICHARD R. RUSSELL
                                              TITLE: PRESIDENT AND CHIEF
                                                     EXECUTIVE OFFICER

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

<Table>
<Caption>
               Signature                              Title                             Date
               ---------                              -----                             ----
Principal executive officer:
<C>                                         <S>                                   <C>
          /s/ RICHARD R. RUSSELL            President and Chief Executive           April 30, 2003
 .........................................    Officer
           (RICHARD R. RUSSELL)

Principal financial and accounting officer:

           /s/ MATTHEW R. FRIEL             Vice President, Chief Financial         April 30, 2003
 .........................................    Officer and Treasurer
            (MATTHEW R. FRIEL)

Directors:

           /s/ PAUL M. MONTRONE             Chairman and Director                   April 30, 2003
 .........................................
            (PAUL M. MONTRONE)

           /s/ PAUL M. MEISTER              Vice Chairman and Director              April 30, 2003
 .........................................
            (PAUL M. MEISTER)

          /s/ RICHARD R. RUSSELL            Director                                April 30, 2003
 .........................................
           (RICHARD R. RUSSELL)

          /s/ SCOTT M. SPERLING             Director                                April 30, 2003
 .........................................
           (SCOTT M. SPERLING)

            /s/ IRA STEPANIAN               Director                                April 30, 2003
 .........................................
             (IRA STEPANIAN)

          /s/ BRUCE L. KOEPFGEN             Director                                April 30, 2003
 .........................................
           (BRUCE L. KOEPFGEN)
</Table>

                                       75





<Page>


                                 CERTIFICATIONS

I, Richard R. Russell, certify that:
1.   I have reviewed this annual report on Form 10-K/A of GenTek Inc.;
2.   Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual
     report;
3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
     for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure
          that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us
          by others within those entities, particularly during the
          period in which this annual report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to
          the filing date of this annual report (the 'Evaluation
          Date'); and
     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors
     and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and
     b)   any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls; and
6.   The registrant's other certifying officers and I have indicated
     in this annual report whether there were significant changes in
     internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard
     to significant deficiencies and material weaknesses.


<Table>
<S>                                            <C>
Date:             April 30, 2003             /s/ Richard R. Russell
                                                 ..........................................
                                                 RICHARD R. RUSSELL
                                                 PRESIDENT AND CHIEF EXECUTIVE OFFICER
</Table>

                                      76





<Page>



I, Matthew R. Friel, certify that:
1.   I have reviewed this annual report on Form 10-K/A of GenTek Inc.;
2.   Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual
     report;
3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
     for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure
          that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us
          by others within those entities, particularly during the
          period in which this annual report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to
          the filing date of this annual report (the 'Evaluation
          Date'); and
     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors
     and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and
     b)   any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls; and
6.   The registrant's other certifying officers and I have indicated
     in this annual report whether there were significant changes in
     internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard
     to significant deficiencies and material weaknesses.

<Table>
<S>                                            <C>
Date:             April 30, 2003             /s/ Matthew R. Friel
                                                 ..........................................
                                                 MATTHEW R. FRIEL
                                                 VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
</Table>

77





<Page>


                                  GENTEK INC.
                     INDEX TO FINANCIAL STATEMENT SCHEDULE

<Table>
<S>         <C>                                                           <C>
Schedule II -- Valuation and Qualifying Accounts........................   79
</Table>

    Schedules required by Article 12 of Regulation S-X, other than those listed
above, are omitted because of the absence of the conditions under which they are
required or because the required information is included in the consolidated
financial statements or notes thereto.

                                       78





<Page>


                                  GENTEK INC.
                       VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
                                             BALANCE AT   ADDITIONS    DEDUCTIONS            BALANCE AT
                                             BEGINNING    CHARGED TO      FROM                 END OF
                                             OF PERIOD      INCOME      RESERVES    OTHER*     PERIOD
                                             ---------      ------      --------    ------     ------
                                                                   (IN THOUSANDS)
<S>                                          <C>          <C>          <C>          <C>      <C>
Year ended December 31, 2002
    Allowance for doubtful accounts........   $32,062      $ 4,249      $(14,519)   $ 486     $22,278
Year ended December 31, 2001
    Allowance for doubtful accounts........   $ 8,350      $26,498      $ (2,536)   $(250)    $32,062
Year ended December 31, 2000
    Allowance for doubtful accounts........   $ 7,348      $ 2,669      $ (1,734)   $  67     $ 8,350
</Table>

---------

* Primarily acquisitions and foreign exchange

                                       79





<Page>


                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT                                                                PAGE
  NO.                                                                 NUMBER
-------                                                               ------
<S>     <C>                                                           <C>
  3.1   -- Amended and Restated Certificate of Incorporation of
           GenTek Inc. Incorporated by reference to the relevant
           exhibit to Amendment No. 2 to the Registration Statement
           on Form 10 of GenTek Inc. (File No. 001-14789), filed with
           the Securities and Exchange Commission on April 8, 1999
           (the '1999 GenTek Form 10')...............................
  3.2   -- Amended and Restated By-Laws of GenTek Inc. Incorporated
           by reference to the relevant exhibit to the 1999 GenTek
           Form 10...................................................
 10.01  -- GenTek Inc. Restricted Unit Plan for Non-Employee
           Directors. Incorporated by reference to the relevant
           exhibit to the 1999 GenTek Form 10........................
 10.02  -- GenTek Inc. Retirement Plan for Non-Employee Directors.
           Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.......................................
 10.03  -- GenTek Inc. Performance Plan. Incorporated by reference
           to the relevant exhibit to the 1999 GenTek Form 10........
 10.04  -- GenTek Inc. Long-Term Incentive Plan. Incorporated by
           reference to the relevant exhibit to the 1999 GenTek
           Form 10...................................................
 10.05  -- Employee Benefits Agreement among GenTek Inc., The
           General Chemical Group Inc., General Chemical Industrial
           Products Inc. and General Chemical Corporation.
           Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.......................................
 10.06  -- Tax Sharing Agreement between GenTek Inc. and The General
           Chemical Group Inc. Incorporated by reference to the
           relevant exhibit to the 1999 GenTek Form 10...............
 10.07  -- Intellectual Property Agreement among General Chemical
           Corporation, The General Chemical Group Inc., GenTek Inc.
           and General Chemical Industrial Products Inc. Incorporated
           by reference to the relevant exhibit to the 1999 GenTek
           Form 10...................................................
 10.08  -- Management Agreement between GenTek Inc. and Latona
           Associates Inc. Incorporated by reference to the relevant
           exhibit to the 1999 GenTek Form 10........................
 10.09  -- Registration Rights Agreement between Paul M. Montrone
           and The General Chemical Group Inc., as assumed by GenTek
           Inc. with respect to Common Stock of GenTek Inc.
           Incorporated by reference to the relevant exhibit to the
           1999 GenTek Form 10.......................................
 10.10  -- Credit Agreement among GenTek Inc., Noma Company, the
           several lenders from time to time party hereto, The Bank
           of Nova Scotia, as Syndication Agent, Bankers Trust
           Company, as Documentation Agent, and The Chase Manhattan
           Bank, as Administrative Agent, dated as of April 30, 1999
           as amended and restated as of August 9, 2000 and as of
           August 1, 2001. Incorporated by reference to the relevant
           exhibit to GenTek Inc.'s 10-Q for the three months ended
           September 30, 2001 filed with the Securities and Exchange
           Commission on November 7, 2001............................
 10.11  -- Amended and Restated Guarantee and Collateral Agreement
           made by GenTek Inc. and certain of its subsidiaries in
           favor of The Chase Manhattan Bank, as Administrative
           Agent, dated as of April 30, 1999, as amended and restated
           as of October 30, 2001. Incorporated by reference to the
           relevant exhibit to GenTek Inc.'s 10-Q for the three
           months ended September 30, 2001 filed with the Securities
           and Exchange Commission on November 7, 2001...............
 10.12  -- Indenture, dated as of August 9, 1999, between the
           Company and the U.S. National Trust Association, as
           Trustee. Incorporated by reference to the relevant exhibit
           to GenTek Inc.'s 10-Q for the three months ended
           September 30, 2001 filed with the Securities and Exchange
           Commission on November 15, 1999...........................
 10.13  -- Management Agreement, dated as of August, 2000, between
           GenTek Inc., a Delaware Corporation, and Prestolite Wire
           Corporation, a Delaware Corporation*......................
 10.14  -- GenTek Inc. Key Employee Retention Plan*..................
</Table>

                                       80





<Page>



<Table>
<Caption>
EXHIBIT                                                                PAGE
  NO.                                                                 NUMBER
-------                                                               ------
<S>     <C>                                                           <C>
 10.15  -- Credit, Guarantee and Security Agreement among GenTek
           Inc. and Noma Company, Debtors and Debtors-in-Possession
           under Chapter 11 of the Bankruptcy Code as Borrowers, and
           the subsidiaries of GenTek Inc. named herein, as
           Guarantors, and the Lenders party hereto, and JP Morgan
           Chase Bank, as Administrative Agent*......................
 21.1   -- Subsidiaries of GenTek Inc.*..............................
 99.1   -- 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...................................................
</Table>

* - Previously filed with Form 10-K on March 31, 2003.


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