<Page>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
  (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, 2001
                                        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)

           Delaware                                             02-0505547
(State of other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

              Liberty Lane
         Hampton, New Hampshire                                    03842
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (603) 929-2264

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

                                                          Name of each exchange
          Title of each class                              on which registered
          -------------------                              -------------------

Common stock, par value $.01 per share                   New York Stock Exchange

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

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 or any
amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 2002, was approximately $10,957,139.

     The number of outstanding shares of the Registrant's Common Stock and Class
B Common Stock as of February 28, 2002 was 20,567,403 and 4,750,107,
respectively.

                      Documents Incorporated by Reference:

     The Registrant's Proxy Statement for the Annual Meeting of Stockholders to
be held on May 8, 2002 is incorporated by reference into Part III.

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



<Page>

                                     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. 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, Indonesia, Ireland and Mexico.

     The following table sets forth the Company's sales by segment for each of
the three years in the period ended December 31, 2001.

<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                 --------------------------------------------------
                                                      2001             2000                1999
                                                 ------------      ------------        ------------
                                                                   (In millions)
<S>                                              <C>               <C>                 <C>
Communications..........................         $      405.0      $      507.8        $      240.4
Manufacturing...........................                478.5             553.3               450.6
Performance Products ...................                360.9             353.1               341.9
                                                 ------------      ------------        ------------
                                                 $    1,244.4      $    1,414.2        $    1,032.9
                                                 ============      ============        ============
</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 signal
acquisition, analysis and transmission technology that the Company has
developed, and 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. This access portion 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 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), management service providers (MSPs),
data networking equipment distributors, government institutions, public
utilities and academic institutions.


                                      -1-



<Page>

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;
     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 2001.

     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.


                                      -2-



<Page>

     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
     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 37 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 over-the-counter (OTC)
antiperspirants and antacids, and also supplies active ingredients used in
prescription pharmaceuticals, nutritional supplements, nutraceuticals,
veterinary health products and other personal care products.


                                      -3-



<Page>

     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 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 produces:

     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
     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.

Financial Covenant Compliance

     While the Company is in compliance with the financial and other covenants
contained in its senior credit facility as of December 31, 2001, it is
anticipated that the Company will not be in compliance with certain financial
covenants when financial results for the quarter ending March 31, 2002 are
finalized. Any failure to comply with the covenants contained in the senior
credit facility would be an event of default under the senior credit facility
and could have a material adverse effect on our business, results of operations
and financial condition. The failure to comply with these covenants gives our
lenders the right, among other things, to call a significant portion of the
Company's long-term debt. Due to management's expectations about 2002 covenant
compliance, the current year report of GenTek's independent auditors contains an
explanatory paragraph with respect to the existence of substantial doubt about
the Company's ability to continue as a going concern. The issuance of financial
statements with an auditor's report containing the above explanatory paragraph
itself is a default under the Company's senior credit facility.

     The Company has commenced discussions with its lenders with respect to
amending its senior credit facility. However, while we have sufficient cash to
fund operations through at least the end of 2002, there can be no assurance that
we will be successful in negotiating relief from our lenders under the senior
credit facility in a timely manner and on acceptable terms. If we are unable to
reach agreement on an acceptable amendment to our senior credit facility, there
can be no assurance that GenTek could obtain the necessary financing to repay
its long-term debt, including the senior credit facility, if accelerated.

Restructuring

     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 program by the end
of 2002. Management does not expect that the restructuring program will have a
material impact


                                      -4-



<Page>

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. Management expects that cash outlays related to the
restructuring program will be substantially completed by the end of 2002,
however certain severance and facility exit costs, primarily lease obligations,
have payment terms extending beyond 2002. 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 $30-$35 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 the pharmaceuticals and
personal care market, the Company's major competitors include Barcroft, 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


                                      -5-



<Page>

costs, soda ash (for the manufacture of sodium salts and 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 a general group and 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.

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,
Indonesia, 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. These include several currently pending administrative
proceedings concerning alleged environmental violations at the Company's
facilities. 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 or results of operations. However, modifications of existing laws and
regulations or the adoption of new


                                      -6-



<Page>

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 2001, expenditures made in
connection with this program 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). Expenditures for 2000
approximated $11 million (of which approximately $2 million represented capital
expenditures and approximately $9 million related to ongoing operations and the
management and remediation of potential environmental contamination from prior
operations). Management expects expenditures similar to 2001 levels in 2002. 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 or results of operation. 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
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 at the acid
plant site. The Company has provided for the estimated costs of $1.6 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.


                                      -7-



<Page>

     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 $2.2 million for these activities in its
accrual for environmental liabilities.

     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. 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
or results of operations of the Company.

Employees/Labor Relations

     At December 31, 2001, the Company had approximately 8,600 employees, of
whom approximately 2,700 were full-time salaried employees, approximately 2,500
were full-time hourly employees (represented by 11 different unions) and
approximately 3,400 were hourly employees working in nonunion facilities.
Approximately 700 of the Company's 2,700 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.

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, 59, 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, 35, Vice President, Chief Financial Officer and Treasurer
since September 2001. Mr. Friel has served as Managing Director of Latona
Associates Inc. ("Latona Associates") since prior to 1997. Latona Associates
has provided GenTek with strategic management, business and financial advisory
services since 1995.

     Michael R. Herman, 39, 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, 46, Chief Operating Officer of the Krone Group since
December 2000. 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 of
Prestolite Wire Corporation from 1995 to 2000.


                                      -8-



<Page>

     Kevin J. O'Connor, 51, 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.

     Ray L. Patel, 56, General Manager for the Manufacturing segment since
December 2001. Mr. Patel has also served as President and Chief Executive
Officer of Noma Company since December 2000. From 1997 to December 2000, he was
Chief Executive Officer of Pram Filtration Corporation.

     Charles W. Shaver, 43, 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. Prior to that he held a succession of
Business and Operating positions within Dow Chemical.

     Matthew M. Walsh, 35, 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 and
was Director, Corporate Development of General Chemical Corporation from
September 1996 to October 1997.

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, Indonesia, 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:

     Location                                             Use
     --------                                             ---

     Communications  Segment

     Englewood, 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
     Bangalore, India.........................   Production Facility
     Jakarta, Indonesia.......................   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


                                      -9-



<Page>

     Defiance, Ohio...........................   Production Facility
     Perrysburg, Ohio(2)......................   Production Facility and Offices
     Mineral Wells, Texas.....................   Production Facility
     Imuris, Mexico...........................   Production Facility
     Juarez, Mexico(1)........................   Production Facility
     Nogales, Mexico(1).......................   Production Facility
     Concord, Ontario(2)......................   Production Facility
     Guelph, Ontario(1).......................   Production Facility
     Stouffville, Ontario(2)..................   Production Facility
     Tillsonburg, Ontario(1)..................   Production Facility
     Toronto, Ontario(2)......................   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

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

(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 or financial condition. See Item 1. "Business - Environmental
Matters" above.

     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 35 employees who are pursuing individual personal


                                      -10-



<Page>

injury claims and 29 spouses claiming loss of consortium. The litigation is in
active discovery and there is a trial date of October 15, 2002. 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 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 550
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. The Company believes this claim is without merit and 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 or financial condition.

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 2001.

                                     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 New York Stock
Exchange (the "NYSE") under the symbol "GK." 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 to the
disparty in voting power, restriction on transfer and conversions provisions.
There is no established public trading market for the Company's Class B Common
Stock. For the high and low recorded sales prices of the Company's Common Stock,
as reported on the NYSE composite tape for each quarterly period within the last
two years, see "Note 18 - Unaudited Quarterly Information" in the Notes to the
Consolidated Financial Statements.

     As of March 27, 2002, there were 147 stockholders of record of the
Company's Common Stock and 4 stockholders of record of the Company's Class B
Common Stock.

New York Stock Exchange

     On December 20, 2001, the Company received notice from the NYSE that it was
no longer in compliance with certain of its continued listing criteria. In order
to maintain the continued listing of its common stock on the NYSE, the Company
submitted to the NYSE a plan of action for its review and approval to maintain
the listing of its common stock through at least August 2003.


                                      -11-



<Page>

     On March 28, 2002, the NYSE announced that it determined that trading of
the common stock of GenTek would be suspended prior to the opening of trading
on April 8, 2002, and that it would be making application to the Securities and
Exchange Commission to delist GenTek's common stock. GenTek's listing on the
NYSE may be suspended prior to April 8, 2002 in the event that GenTek commences
trading on another exchange, or, in the NYSE's view, a material adverse
development occurs. Following suspension of trading on the NYSE, the common
stock will trade in the over-the-counter market. As a result, the market price
for the common stock may become more volatile than it has been historically
and it may become more expensive and more difficult to execute trades in
shares of the Company's common stock.

Dividends

     The Company paid a regular quarterly cash dividend of $.05 per share for
the first, second and third quarters of 2001, and for each quarter of 2000.
During the fourth quarter of 2001, the Company suspended the payment of
quarterly dividends.


                                      -12-



<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,
                                             -----------------------------------------------------------------------------
                                                 2001             2000               1999          1998            1997
                                                 ----             ----               ----          ----            ----
                                                                  (In thousands, except per share data)
<S>                                           <C>               <C>              <C>              <C>               <C>
Statement of Operations Data:
 Net revenues .............................   $ 1,244,420       $ 1,414,187      $ 1,032,925      $ 534,838       $ 445,937
 Operating profit (loss) ..................      (172,746)(1)       159,291(2)       115,087(3)      50,950(4)       63,859
 Interest expense .........................        74,980            74,948           45,979         18,163          10,844
 Income (loss) from continuing operations
  before extraordinary item (5) ...........      (170,844)(1)        50,241(2)        35,033(3)      36,759(6)       27,618
 Income from discontinued operations ......            --                --            1,006         10,299          23,041
 Net income (loss) (5)(7) .................   $  (170,844)      $    50,241      $    31,100      $  43,397       $  50,659
Per Share:
 Income (loss) from continuing operations
  before extraordinary item - basic (5) ...   $     (6.72)(1)   $      2.04(2)   $      1.67(3)   $    1.74(6)    $    1.29
 Income (loss) from continuing operations
  before extraordinary item - diluted (5) .         (6.72)(1)          1.99(2)          1.64(3)        1.69(6)         1.23
 Net income (loss) - basic (5)(7) .........         (6.72)(1)          2.04(2)          1.48(3)        2.06(6)         2.36
 Net income (loss) - diluted (5)(7) .......         (6.72)(1)          1.99(2)          1.45(3)        1.99(6)         2.25
 Dividends(8) .............................           .15               .20              .20            .20             .20
Other Data:
 Capital expenditures .....................   $    77,778       $    81,298      $    47,323      $  41,961       $  31,271
 Depreciation and amortization ............        68,317            68,973           54,222         25,514          19,008
Balance Sheet Data (at end of period):
 Cash and cash equivalents ................   $     9,205       $     4,459      $    20,687      $  61,598       $  20,437
 Total assets .............................     1,164,843         1,350,722        1,254,866        570,283         418,886
 Long-term debt (including current portion)       832,426           818,812          724,115        357,531         258,004
 Total equity (deficit) ...................      (142,337)           47,658           56,403        (28,465)        (73,985)
</TABLE>

---------------------
(1)  Includes charges totaling $247.4 million ($167.1 million after tax or $6.57
     per share), including restructuring and impairment charges of $187.4
     million, and other charges of $60.0 million, 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 writedown 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 the impact of the S-Corporation status of Digital prior to its
     acquisition by GenTek and in 2000, the impact of a one-time charge to
     revalue the Company's deferred tax assets. The effect of these items was
     $(0.2) million ($(.01) per share), $0.7 million ($.03 per share), $1.7
     million ($.08 per share) and $2.3 million ($.10 per share) for the years
     2000, 1999, 1998 and 1997, respectively.
(6)  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.
(7)  Includes 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.
(8)  During the fourth quarter of 2001, the Company suspended the payment of
     quarterly dividends.


                                      -13-



<Page>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Overview

     GenTek 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 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, chemical processing and technology
markets.

     GenTek was spun off from The General Chemical Group Inc. ("GCG") on April
30, 1999. The Spinoff has been treated as a reverse spinoff for financial
statement purposes because a greater portion of the former assets and operations
of GCG are held by GenTek. Accordingly, the financial position and results of
operations of the industrial chemicals business that remained with GCG have been
reflected as discontinued operations.

Financial Covenant Compliance

     While the Company is in compliance with the financial and other covenants
contained in its senior credit facility as of December 31, 2001, it is
anticipated that the Company will not be in compliance with certain financial
covenants when financial results for the quarter ending March 31, 2002 are
finalized. Any failure to comply with the covenants contained in the senior
credit facility would be an event of default under the senior credit facility
and could have a material adverse effect on our business, results of operations
and financial condition. The failure to comply with these covenants gives our
lenders the right, among other things, to call a significant portion of the
Company's long-term debt. Due to management's expectations about 2002 covenant
compliance, the current year report of GenTek's independent auditors contains an
explanatory paragraph with respect to the existence of substantial doubt about
the Company's ability to continue as a going concern. The issuance of financial
statements with an auditors' report containing the above explanatory paragraph
itself is a default under the Company's senior credit facility.

     The Company has commenced discussions with its lenders with respect to
amending its senior credit facility. However, while we have sufficient cash to
fund operations through at least the end of 2002, there can be no assurance that
we will be successful in negotiating relief from our lenders under the senior
credit facility in a timely manner and on acceptable terms. If we are unable to
reach agreement on an acceptable amendment to our senior credit facility, there
can be no assurance that GenTek could obtain the necessary financing to repay
its long-term debt, including the senior credit facility, if accelerated.

New York Stock Exchange

     On December 20, 2001, the Company received notice from the NYSE that it was
no longer in compliance with certain of its continued listing criteria. In order
to maintain the continued listing of its common stock on the NYSE, the Company
submitted to the NYSE a plan of action for its review and approval to maintain
the listing of its common stock through at least August 2003.


                                      -14-



<Page>

     On March 28, 2002, the NYSE announced that it determined that trading of
the common stock of GenTek would be suspended prior to the opening of trading
on April 8, 2002, and that it would be making application to the Securities and
Exchange Commission to delist GenTek's common stock. GenTek's listing on the
NYSE may be suspended prior to April 8, 2002 in the event that GenTek commences
trading on another exchange, or, in the NYSE's view, a material adverse
development occurs. Following suspension of trading on the NYSE, the common
stock will trade in the over-the-counter market. As a result, the market price
for the common stock may become more volatile than it has been historically
and it may become more expensive and more difficult to execute trades in
shares of the Company's common stock.

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
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. In the event that the timing or amount of future taxable income
generated by the Company differs from those projected or there are significant
future tax law changes, we may need to record additional valuation allowances
against the recorded value of the deferred tax assets.

     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.

     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


                                      -15-



<Page>

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.

Results of Operations

     The following table sets forth the Company's statement of operations data
for each of the three years in the period ended December 31, 2001.

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                   -------------------------------------------------------------
                                                           2001                  2000                1999
                                                   --------------------    ----------------   ------------------
                                                                            (Dollars in millions)
<S>                                                <C>             <C>     <C>         <C>    <C>           <C>
Net revenues ...................................   $1,244.4        100%    $1,414.2    100%   $1,032.9      100%
Cost of  sales .................................      993.9(1)      80      1,036.4     73       773.9       75
                                                   --------       ----     --------    ---    --------      ---
Gross profit ...................................      250.5         20        377.8     27       259.1       25
Selling, general and administrative expense ....      235.8(2)      19        212.7     16       144.0(3)    14
Restructuring and impairment charges ...........      187.4         15           --     --          --       --
Purchased in-process research and development ..         --         --          5.8     --          --       --
                                                   --------       ----     --------    ---    --------      ---
Operating profit (loss) ........................     (172.7)       (14)       159.3     11       115.1       11
Interest expense ...............................       75.0          6         75.0      5        46.0        4
Interest income ................................        1.2         --          1.7     --         1.0       --
Other (income) expense, net ....................       (0.8)        --         (2.8)    --         0.9       --
                                                   --------       ----     --------    ---    --------      ---
Income (loss) from continuing operations before
   income taxes and extraordinary item .........     (245.7)       (20)        88.8      6        69.2        7
Income tax provision (benefit) .................      (74.9)        (6)        38.6      3        34.2        4
                                                   --------       ----     --------    ---    --------      ---
Income (loss) from continuing operations before
   extraordinary item ..........................     (170.8)       (14)        50.2      3        35.0        3
Income from discontinued operations (net of tax)         --         --           --     --         1.0       --
                                                   --------       ----     --------    ---    --------      ---
Income (loss) before extraordinary item ........     (170.8)       (14)        50.2      3        36.0        3
Extraordinary item-loss from extinguishment of
   debt (net of tax) ...........................         --         --           --     --         4.9       --
                                                   --------       ----     --------    ---    --------      ---
Net income (loss) ..............................   $ (170.8)       (14)%   $   50.2      3%   $   31.1        3%
                                                   ========       ====     ========    ===    ========      ===
</TABLE>

--------------
Note: Amounts may not total due to rounding.
(1)  Includes a charge of $31.4 million ($19.0 million after tax), primarily
     related to obsolete and excess inventory, discontinued products and fixed
     asset write-offs.
(2)  Includes a charge of $28.6 million ($17.3 million after tax), primarily
     related to a loss provision for accounts receivable for certain customers
     who have filed for bankruptcy or whose current financial conditions and
     payment history indicate payment is doubtful.
(3)  Includes a one-time charge of $6.2 million ($3.7 million after tax),
     primarily related to the Spinoff.

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 $251 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.


                                      -16-



<Page>

     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 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. The Company expects
to substantially complete implementation of its restructuring program by the end
of 2002. Management does not expect that the restructuring program 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. Management expects that cash outlays
related to the restructuring program will be substantially completed by the end
of 2002, however certain severance and facility exit costs, primarily lease
obligations, have payment terms extending beyond 2002. 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 $30-$35 million. The Company began to realize these reductions in
the third quarter of fiscal 2001.

     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, 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-


                                      -17-



<Page>

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. Based on the Company's historical taxable income, its expectations under
its current business strategy that it will be able to generate taxable income
over the long term and available tax-planning strategies, the Company believes
that it is more likely than not that its net deferred tax assets of $115 million
will be realized. Uncertainties that affect the realization of these assets
include tax law changes and the timing and amount of future taxable income
generated by the Company.

2000 Compared with 1999

     Net revenues for 2000 were $1,414 million compared with $1,033 million for
1999. This increase was principally due to the acquisition of Krone
(communications segment) during the third quarter of 1999 and the acquisition of
Noma (manufacturing segment) during the second quarter of 1999. In addition to
growth from these acquisitions, the Company experienced significant growth in
its communications segment as a result of higher sales of cable and connectivity
products in North America, Europe and Asia.

     Gross profit of $378 million in 2000 was $119 million above the prior year
level. This increase was principally due to the above-mentioned acquisitions and
the growth in sales of cable and connectivity products. Gross profit as a
percentage of sales was 27 percent for 2000 as compared with 25 percent for 1999
principally due to the acquisition of Krone, which has higher margins than the
Company's existing businesses.

     Selling, general and administrative expense was $213 million for 2000 as
compared with $144 million for 1999. This increase was principally due to the
above-mentioned acquisitions.

     During the third quarter of 2000, the Company recorded a $5.8 million
charge for in-process research and development expense related to the CON-X
acquisition. The value assigned to purchased in-process research and development
was comprised of the following projects: Enterprise ($1.7 million), AMDF ($2.4
million) and others ($1.7 million). The estimated fair value of these projects
was determined by employment of a discounted cash flow model. The net cash flows
from such projects were based on management's best estimates of revenue, cost of
sales, research and development costs, selling, general and administrative costs
and income taxes from such projects. 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. This discount rate is higher than
GenTek's weighted average cost of capital due to the inherent uncertainties
surrounding the successful completion of the purchased in-process technology,
the useful life of such technology, the profitability levels of such technology
and the uncertainty of the timing of product introduction and then existing
competing products. During 2001, development of new CON-X products was
discontinued and all of the remaining acquired intangible assets were written
off.

     Interest expense was $75 million for the year 2000 as compared with $46
million for the prior year. This increase reflects higher outstanding debt
balances related to the Company's acquisitions.


                                      -18-



<Page>

     Other income was $3 million for 2000 as compared with $1 million of expense
in 1999. This improvement reflects favorable foreign currency gains and a gain
on the sale of an investment during 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 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 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 $40.6 million and $33.4 million for 2000 and 1999,
respectively.

Liquidity and Capital Resources

     Cash and cash equivalents were $9 million at December 31, 2001 compared
with $4 million at year-end 2000. During 2001, the Company generated cash flow
from operations of $68 million and had net proceeds from long-term debt of $12
million, which was used to make capital expenditures of $78 million.

     The Company had working capital of $79 million at December 31, 2001 as
compared with $142 million at December 31, 2000. This decrease in working
capital principally reflects lower accounts receivable and inventory balances
partially offset by lower accounts payable and higher current deferred income
taxes. The changes in receivables, inventory and payables reflect lower sales
levels and the charges recorded to increase the valuation allowances for
receivables and inventory, and the increase to current deferred income taxes
reflects that certain of these charges are not tax deductible in the current
period.

     The Company's senior credit facility with a syndicate of banks and other
financial institutions consists of $500 million of term loans and a $300 million
revolving credit facility. At December 31, 2001, the Company had $115 million in
borrowings, letters of credit of $30 million and the ability to borrow an
additional $155 million, under its revolving credit facility. The revolving
credit facility is available through 2005. 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.
As a result of such amendments, the interest rate on $197 million of term loans
has been increased by 0.50 percent, on $289 million of term loans by 0.75
percent and on the borrowings under the revolving facility by 0.75 percent.
These amendments provide for less restrictive financial convenants for the
second half of 2001 and for 2002 in exchange for more restrictive covenants
regarding restricted payments, investments, incurrence of indebtedness, sales
of assets and related matters through the end of 2002. In addition, the
lenders were given a security interest in certain real property, intellectual
property and other assets of the Company in the United States and Canada.

     As of December 31, 2001, the Company was in compliance with the financial
and other covenants provided for in its senior credit facility. However,
management anticipates that it will not be in compliance with certain financial
covenants contained in its senior credit facility when financial results for
the quarter ending March 31, 2002 are finalized. The Company's failure to meet
such covenant requirements will result in borrowings under the senior credit
facility and a $25 million (Canadian) facility becoming callable by the
Company's lenders. Should the lenders under the senior credit facility call
these borrowings, the 11% Senior Subordinated Notes would become callable as
well. If the Company fails to be in compliance with its financial or other
covenants under the senior credit facility or if the borrowings under that
facility are called by the lenders, counterparties to the Company's interest
rate swap agreements will have the right to require the Company to cash settle
these agreements by paying fair value (approximately $11 million at December 31,
2001) to the counterparties. During the first quarter of 2002, the Company
borrowed all of its remaining availability on its revolving credit


                                      -19-



<Page>

facility which approximated $155 million. The Company's ongoing liquidity will
depend upon a number of factors, including our available cash resources, cash
flows from operations, the impact of our restructuring program, proceeds from
the sale of assets, if any, and obtaining modifications to restrictive covenants
contained in our financing agreements. The Company has commenced discussions
with its lenders towards amending its senior credit facility. If these
discussions do not result in an acceptable amendment to the senior credit
facility, or if our expectations regarding any of the other factors enumerated
above are not realized, we may be required to reduce capital expenditures, sell
additional assets, restructure all or a portion of our existing debt or obtain
alternative sources of financing. However, there can be no assurance that
alternative sources of financing will be available or at terms which are
favorable to the Company. To the extent that the relevant debt covenants are not
amended or the respective debt is not otherwise restructured or refinanced prior
to the issuance of the Company's quarterly report on Form 10-Q, a significant
portion of the Company's debt will be classified as a current liability.

Contractual Obligations

<TABLE>
<CAPTION>
                                                                      Payments Due by Period
                                        -----------------------------------------------------------------------------------
                                                                          (In thousands)
                                        Less than                                             After 5
                                          1 year          1-3 years         4-5 years          years             Total
                                        -----------     ---------------     -----------     ------------     --------------
<S>                                     <C>             <C>                 <C>             <C>              <C>
Long-term debt                          $  32,674       $     102,539       $     239,046   $     458,167    $     832,426
Operating leases                           12,939              13,065               6,888          11,678           44,570
                                        ---------       -------------       -------------   -------------    -------------
Total contractual obligations           $  45,613       $     115,604       $     245,934   $     469,845    $     876,996
                                        =========       =============       =============   =============    =============
</TABLE>

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,
Indonesia, 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 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, 2001, accruals for environmental matters
were $25 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 2001, expenditures made in
connection with this program 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). Expenditures for 2000
approximated $11 million (of which approximately $2 million represented capital
expenditures and approximately $9 million related to ongoing operations and the
management and remediation of potential environmental contamination from prior
operations). Management expects expenditures similar to 2001 levels in 2002. In
addition, if environmental laws and regulations affecting the Company's
operations become more stringent, costs for


                                      -20-



<Page>

environmental compliance may increase above historical levels.

Other Matters

     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 non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization 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 will be adopted by the Company on January 1, 2002. The Company expects
the adoption of these accounting standards will have the impact of reducing
amortization of goodwill and intangibles commencing January 1, 2002; however,
impairment reviews may result in future periodic write-downs. Goodwill
amortization for the years ended December 31, 2001, 2000 and 1999 was $14
million, $13 million, and $9 million, respectively.

     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 143 is effective for years beginning after
June 15, 2002. 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. SFAS 144 is
effective for years beginning after December 15, 2001. The Company is currently
evaluating the effect, if any, that the adoption of SFAS 143 and SFAS 144 will
have on the Company's consolidated financial position, results of operations and
cash flows.

Forward-Looking Statements

     This Annual Report on Form 10-K includes forward-looking statements. All
statements other than statements of historical facts included in this Annual
Report may constitute forward-looking statements. 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 that the Company fails to meet certain financial or other
          covenants contained in its senior credit facility, and is unable to
          negotiate an acceptable amendment to the senior credit facility or
          obtain alternative sources of funding;
     o    in the event that debt under the Company's senior credit facility is
          called by its lenders, 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 the NYSE will reject or seek modification to the
          business plan submitted by the Company or that the Company will be
          unable to meet the NYSE's continued listing requirements irrespective
          of the business plan;
     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;


                                      -21-



<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 integration of recent and future acquired businesses with existing
          operations in a timely and efficient manner;
     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 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, 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, and
Matthew R. Friel, Chief Financial Officer, are Managing Directors of Latona
Associates.

     The Company's agreement with Latona Associates extends through 2004. The
fee the Company currently pays to Latona Associates is $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. In
addition, 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). In 2000 and 1999, Latona
Associates received total fees of $0.6 million and $3.6 million, respectively,
for services rendered in connection with these types of transactions.

     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.


                                      -22-



<Page>

     In addition, on August 23, 2000, the Company acquired the digital
communications business of 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
to the Board of Directors, the Company paid Prestolite $0.8 and $0.3 million in
2001 and 2000, respectively, for various corporate and administrative transition
services provided by Prestolite in respect of the digital communications
business. Effective September 30, 2001, all transition services terminated. 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 $2.5 million in 2001 in respect of such services.

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 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K."


                                      -23-



<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, 2001 and 2000, 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, 2001. Our audits also included
the financial statement schedule listed in the Index at Item 14. 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, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 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.

     The accompanying consolidated financial statements for the year ended
December 31, 2001 have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 1 to the consolidated financial
statements, the Company's ability to maintain compliance with its debt covenants
during 2002 raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 27, 2002


                                      -24-



<Page>

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

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                               -----------------------------------------
                                                                  2001           2000           1999
                                                                  ----           ----           ----
<S>                                                            <C>            <C>            <C>
Net revenues ...............................................   $ 1,244,420    $ 1,414,187    $ 1,032,925
Cost of sales ..............................................       993,946      1,036,363        773,873
Selling, general and administrative expense ................       235,803        212,733        143,965
Restructuring and impairment charges .......................       187,417             --             --
Purchased in-process research and development ..............            --          5,800             --
                                                               -----------    -----------    -----------
   Operating profit (loss) .................................      (172,746)       159,291        115,087
Interest expense ...........................................        74,980         74,948         45,979
Interest income ............................................         1,200          1,678          1,022
Other (income) expense, net ................................          (783)        (2,806)           934
                                                               -----------    -----------    -----------
Income (loss) from continuing operations before income taxes
    and extraordinary item .................................      (245,743)        88,827         69,196
Income tax provision (benefit) .............................       (74,899)        38,586         34,163
                                                               -----------    -----------    -----------
Income (loss) from continuing operations before
    Extraordinary item......................................      (170,844)        50,241         35,033
Income from discontinued operations (net of tax of $518) ...            --             --          1,006
                                                               -----------    -----------    -----------
Income (loss) before extraordinary item ....................      (170,844)        50,241         36,039
Extraordinary item - loss from extinguishment of debt
   (net of tax of $3,231) ..................................            --             --          4,939
                                                               -----------    -----------    -----------
      Net income (loss) ....................................   $  (170,844)   $    50,241    $    31,100
                                                               ===========    ===========    ===========
Earnings (loss) per common share - basic:
    Income (loss) from continuing operations ...............   $     (6.72)   $      2.04    $      1.67
    Income from discontinued operations (net of tax) .......            --             --            .05
    Extraordinary item - loss from extinguishment of debt
     (net of tax) ..........................................            --             --            .24
                                                               -----------    -----------    -----------
      Net income (loss) ....................................   $     (6.72)   $      2.04    $      1.48
                                                               ===========    ===========    ===========
Earnings (loss) per common share - assuming dilution:
    Income (loss) from continuing operations ...............   $     (6.72)   $      1.99    $      1.64
    Income from discontinued operations (net of tax) .......            --             --            .05
    Extraordinary item - loss from extinguishment of debt
     (net of tax) ..........................................            --             --            .23
                                                               -----------    -----------    -----------
      Net income (loss) ....................................   $     (6.72)   $      1.99    $      1.45
                                                               ===========    ===========    ===========
</TABLE>

      See the accompanying notes to the consolidated financial statements.


                                     -25-



<Page>

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

<TABLE>
<CAPTION>
                                           ASSETS                               December 31,
                                                                         --------------------------
                                                                            2001           2000
                                                                            ----           ----
<S>                                                                      <C>            <C>
Current assets:
   Cash and cash equivalents .........................................   $     9,205    $     4,459
   Receivables, net ..................................................       183,962        230,983
   Inventories .......................................................       107,674        147,160
   Deferred income taxes .............................................        39,345         23,778
   Other current assets ..............................................        13,471         16,255
                                                                         -----------    -----------
       Total current assets ..........................................       353,657        422,635
Property, plant and equipment, net ...................................       358,526        459,606
Goodwill, net of amortization ........................................       328,975        376,505
Deferred income taxes ................................................        79,447         30,521
Other assets .........................................................        44,238         61,455
                                                                         -----------    -----------
       Total assets ..................................................   $ 1,164,843    $ 1,350,722
                                                                         ===========    ===========

                            LIABILITIES AND EQUITY  (DEFICIT)

Current liabilities:
    Accounts payable .................................................   $   107,382    $   120,134
    Accrued liabilities ..............................................       135,094        134,972
    Current portion of long-term debt ................................        32,674         25,562
                                                                         -----------    -----------
       Total current liabilities .....................................       275,150        280,668
Long-term debt .......................................................       799,752        793,250
Other liabilities ....................................................       232,278        229,146
                                                                         -----------    -----------
       Total liabilities .............................................     1,307,180      1,303,064
                                                                         -----------    -----------
Equity (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: 20,712,973 and 20,362,558 shares at  December 31, 2001
      and 2000, respectively .........................................           207            204
    Class B Common Stock, $.01 par value; authorized 40,000,000
      shares; issued and outstanding: 4,750,107 shares at December 31,
      2001 and 2000 ..................................................            48             48
    Paid in capital ..................................................         3,830          3,710
    Accumulated other comprehensive loss .............................       (24,302)        (9,175)
    Retained earnings (deficit) ......................................      (120,876)        53,745
    Treasury stock, at cost: 145,570  and 63,847 shares at
      December 31, 2001 and 2000, respectively .......................        (1,244)          (874)
                                                                         -----------    -----------
      Total equity (deficit) .........................................      (142,337)        47,658
                                                                         -----------    -----------
      Total liabilities and equity (deficit) .........................   $ 1,164,843    $ 1,350,722
                                                                         ===========    ===========
</TABLE>

      See the accompanying notes to the consolidated financial statements.


                                      -26-



<Page>

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

<TABLE>
<CAPTION>
                                                                                Years Ended December 31,
                                                                         ------------------------------------
                                                                            2001         2000         1999
                                                                            ----         ----         ----
<S>                                                                      <C>          <C>          <C>
Cash flows from operating activities:
    Net income (loss) ................................................   $(170,844)   $  50,241    $  31,100
    Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
        Depreciation and amortization ................................      68,317       68,973       54,222
        Asset impairment and write-down charges ......................     161,953           --           --
        Purchased in-process research and development ................          --        5,800           --
        Net (gain) loss on disposition of long-term assets ...........       1,465         (731)       2,087
        Long-term incentive plan costs, net ..........................         (86)       1,392          790
        Loss on extinguishment of debt ...............................          --           --        8,170
        Income from discontinued operations ..........................          --           --       (1,006)
        (Increase) decrease in receivables ...........................      37,903      (19,358)     (25,680)
        (Increase) decrease in inventories ...........................      32,267      (26,636)      (9,125)
        Increase (decrease) in accounts payable ......................      (6,586)      15,952       10,932
        Increase (decrease) in accrued liabilities ...................       3,111       (9,542)      (4,657)
        Increase (decrease) in other liabilities and assets, net .....     (59,093)       1,179        3,350
                                                                         ---------    ---------    ---------
            Net cash provided by continuing operations ...............      68,407       87,270       70,183
                                                                         ---------    ---------    ---------
Cash flows from investing activities:
    Capital expenditures .............................................     (77,778)     (81,298)     (47,323)
    Proceeds from sales or disposals of long-term assets .............      11,541        6,911        1,481
    Cash provided by discontinued operations .........................          --           --      127,571
    Acquisition of businesses net of cash acquired* ..................        (610)    (138,380)    (444,782)
    Other investing activities .......................................      (4,032)     (18,682)          --
                                                                         ---------    ---------    ---------
            Net cash used for investing activities ...................     (70,879)    (231,449)    (363,053)
                                                                         ---------    ---------    ---------
Cash flows from financing activities:
    Proceeds from sale of stock ......................................          --       37,957           --
    Proceeds from long-term debt .....................................      93,551      608,227      851,827
    Repayment of long-term debt ......................................     (81,515)    (512,134)    (604,720)
    Payments to acquire treasury stock ...............................        (370)        (597)        (650)
    Exercise of stock options ........................................         209          292           --
    Dividends ........................................................      (3,777)      (5,005)      (4,160)
    Capital contributions ............................................          --          879        9,985
                                                                         ---------    ---------    ---------
            Net cash provided by financing activities ................       8,098      129,619      252,282
                                                                         ---------    ---------    ---------
Effect of exchange rate changes on cash ..............................        (880)      (1,668)        (323)
                                                                         ---------    ---------    ---------
Increase (decrease) in cash and cash equivalents .....................       4,746      (16,228)     (40,911)
Cash and cash equivalents at beginning of period .....................       4,459       20,687       61,598
                                                                         ---------    ---------    ---------
Cash and cash equivalents at end of period ...........................   $   9,205    $   4,459    $  20,687
                                                                         =========    =========    =========
Supplemental information:
    Cash paid for income taxes .......................................   $  10,743    $  24,034    $  41,551
                                                                         =========    =========    =========
    Cash paid for interest ...........................................   $  75,467    $  72,729    $  35,536
                                                                         =========    =========    =========
* Acquisition of businesses net of cash acquired:
        Working capital, other than cash .............................   $      --    $  (2,374)   $ (38,407)
        Property, plant and equipment ................................        (610)      (6,040)    (170,490)
        Other assets .................................................          --      (41,728)    (388,025)
        Noncurrent liabilities .......................................          --        1,762      152,140
                                                                         ---------    ---------    ---------
        Cash used to acquire businesses ..............................        (610)     (48,380)    (444,782)
        Cash to acquire Digital Communications Group .................          --      (90,000)          --
                                                                         ---------    ---------    ---------
            Total cash used to acquire businesses ....................   $    (610)   $(138,380)   $(444,782)
                                                                         =========    =========    =========
</TABLE>

      See the accompanying notes to the consolidated financial statements.


                                      -27-



<Page>

                                   GENTEK INC.
             CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
                   For the Three Years Ended December 31, 2001
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                             Paid in    Accumulated
                                                     Class B                 Capital      Other       Retained
                                          Common      Common     Treasury   (Capital   Comprehensive  Earnings
                                           Stock       Stock       Stock     Deficit)   Income (Loss) (Deficit)      Total
                                           -----       -----       -----    --------    ------------- --------       -----
<S>                                        <C>      <C>        <C>          <C>          <C>          <C>          <C>
Balance at January 1, 1999 ..............  $ 127    $    97    $ (32,796)   $(146,826)   $  (1,479)   $ 152,412    $ (28,465)
   Components of comprehensive income:
        Net income ......................     --         --           --           --           --       31,100       31,100
        Foreign currency translation
           adjustments (net of tax
           of $1,536) ...................     --         --           --           --       (2,347)          --       (2,347)
                                                                                                                   ---------
   Comprehensive income .................                                                                             28,753
   Dividends (per share $.20) ...........     --         --           --           --           --       (4,160)      (4,160)
   Capital contributions ................     --         --           --        9,985           --           --        9,985
   Conversion of Class B Common Stock
        to Common Stock .................     57        (57)          --           --           --           --           --
   Long-term incentive plan grants, net..     --         --           --          790           --           --          790
   Purchase of treasury stock ...........     --         --         (650)          --           --           --         (650)
   Spinoff adjustments ..................    (15)        --       33,169      186,122        1,717     (170,843)      50,150
                                           -------   --------    ---------    ---------    ---------    ---------  ---------
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
            admustments (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)
                                          ======    =======    =========    =========    =========    =========    =========
</TABLE>

      See the accompanying notes to the consolidated financial statements.


                                     -28-




<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. Accordingly, the results of operations of the industrial chemicals
business that remained with GCG have been reflected as discontinued operations.

     The Company's recent operating results have been negatively impacted by the
weaker economic environment. The Company is in compliance with its financial and
other covenants contained in its senior credit facility as of December 31, 2001.
However, management anticipates that it will not be in compliance with certain
financial covenants contained in its senior credit facility when financial
results for the quarter ending March 31, 2002 are finalized. The Company's
failure to meet such debt covenant requirements will result in a significant
portion of the Company's long-term debt becoming callable by the Company's
lenders. The Company has commenced discussions with its lenders towards amending
its senior credit facility. If these discussions do not result in an acceptable
amendment to the senior credit facility, the Company will explore alternative
sources of financing. However, there can be no assurance that alternative
sources of financing will be available or on terms which are favorable to the
Company. The consolidated financial statements have been prepared assuming that
the Company will continue as a going concern and do not include any adjustments
that might result from the outcome of this uncertainty.

     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.
Separate and combined results of GenTek and Digital are as follows:

<TABLE>
<CAPTION>
                                                              GenTek      Digital     Adjustments   Combined
                                                              ------      -------     -----------   --------
Six months ended June 30, 2000 (unaudited):
<S>                                                         <C>          <C>          <C>          <C>
           Net revenues ..................................  $  657,997   $   53,402   $   (3,696)  $  707,703
           Net income ....................................      28,749        2,033           --       30,782
Year ended December 31, 1999:
           Net revenues ..................................  $  964,354   $   69,043   $     (472)  $1,032,925
           Extraordinary item ............................       4,939           --           --        4,939
           Net income ....................................      32,895       (1,795)          --       31,100
</TABLE>

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

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


                                      -29-



<Page>

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

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.

     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 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.

     Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over a period which
ranges from five to 35 years. The Company assesses the recoverability of this
intangible asset by determining whether the amortization of the goodwill balance
over its remaining life can be recovered through undiscounted future operating
cash flows of the acquired operation. As of December 31, 2001 and 2000, goodwill
is reflected net of accumulated amortization of $35,046 and $24,893,
respectively.

     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.

     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, 2001, 2000 and 1999, were $12,778, $12,892 and
$3,913, 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 assests 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


                                      -30-



<Page>

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

hedged transaction occurs.

     The components of accumulated other comprehensive loss are as follows:

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                                -------------------------------
                                                                                      2001              2000
                                                                                      ----              ----
<S>                                                                             <C>                  <C>
     Foreign currency translation...............................................$      16,545        $    9,078
     Net unrealized loss on securities..........................................          226                97
     Minimum pension liability adjustments......................................        1,144                --
     Net unrealized loss on derivative instruments..............................        6,387                --
                                                                                -------------      ------------
     Other comprehensive loss...................................................$      24,302        $    9,175
                                                                                =============        ==========
</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
non-amortization approach to account for purchased goodwill and certain
intangibles. Under a non-amortization 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 will be adopted by the
Company on January 1, 2002. The Company expects the adoption of these accounting
standards will have the impact of reducing amortization of goodwill and
intangibles commencing January 1, 2002; however, impairment reviews may result
in future periodic write-downs. Goodwill amortization for the years ended
December 31, 2001, 2000 and 1999 was $13,519, $12,914 and $9,364, respectively.

     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 to be capitalized as part of the carrying amount
of the long-lived asset. SFAS 143 is effective for years beginning after June
15, 2002. 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
discounted operations to include more disposal transactions. SFAS 144 is
effective for years beginning after December 15, 2001. The Company is currently
evaluating the effect, if any, that the adoption of SFAS 143 and SFAS 144 will
have on the Company's consolidated financial position, results of operations and
cash flows.

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

Note 3 - Discontinued Operations


                                      -31-



<Page>

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

     Discontinued operations represent the industrial chemicals business of GCG
(see Note 1). An allocation of certain expenses has been made related to
discontinued operations. In the opinion of management, expenses have been
allocated to the discontinued operations on a reasonable and consistent basis
using management's estimate of services provided to the discontinued business by
GCG. General corporate overhead expenses have not been allocated to discontinued
operations. However, such allocations are not necessarily indicative of the
level of expenses which might have been incurred had the industrial chemicals
business been operating as a stand-alone entity during the periods presented or
expected to be incurred after the Spinoff.

     The results from operations of the industrial chemicals business are
reflected in the Statements of Operations as "Income from discontinued
operations" and are summarized as follows:

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                  December 31, 1999
                                                                  -----------------
<S>                                                                 <C>
     Net revenues..............................................     $       98,893
     Cost of sales.............................................             86,542
     Selling, general and administrative expense...............              5,071
                                                                    --------------
     Operating profit..........................................              7,280
     Interest expense..........................................              3,521
     Interest income...........................................                384
     Other (income) expense, net...............................               (313)
                                                                    --------------
     Income before minority interest and income taxes..........              4,456
     Minority interest                                                       2,932
                                                                    --------------
     Income before income taxes................................              1,524
     Income tax provision                                                      518
                                                                    --------------
           Net income..........................................     $        1,006
                                                                    ==============
</TABLE>

Note 4 - Fiscal 2001 Charges

     During 2001, the Company recorded pre-tax charges to income totaling
$247,430 which includes restructuring and impairment charges of $187,417 and
other charges of $60,013.

Restructuring Charges

     During 2001 the Company initiated a restructuring program, consisting 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 Company expects to
substantially complete implementation of its restructuring program by the end of
2002. Management does not expect that the restructuring program will have a
material impact on the Company's revenues.


                                      -32-



<Page>

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

The employee terminations impacted all of the Company's business segments, with
the majority in the manufacturing and communications segments. As of December
31, 2001, approximately 1,200 employees had been terminated pursuant to the
restructuring program. The following tables summarize the Company's accruals for
restructuring costs:

<TABLE>
<CAPTION>
                                                Employee                        Facility
                                           Termination Costs                   Exit Costs
                                           -----------------                   ----------
<S>                                          <C>                              <C>
     Provisions                              $      20,160                    $      5,304
     Amounts utilized                                8,539                             676
                                             -------------                    ------------
     Balance at December 31, 2001            $      11,621                    $      4,628
                                             =============                    ============
</TABLE>

Impairment Charges

     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.

     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, 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.


                                      -33-



<Page>

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

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 recently filed for
bankruptcy or whose current 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,
                                                                        ----------------------------------------------------
                                                                          2001                   2000                1999
                                                                          ----                   ----                ----
<S>                                                                     <C>                  <C>                  <C>
Basic earnings per common share:
      Weighted average common shares outstanding ....................   25,434,802           24,670,854           20,952,915
                                                                        ----------           ----------           ----------
Diluted earnings per common share:
      Weighted average common shares outstanding ....................   25,434,802           24,670,854           20,952,915
      Options and restricted units ..................................           --              542,117              454,102
                                                                        ----------           ----------           ----------
           Total ....................................................   25,434,802           25,212,971           21,407,017
                                                                        ==========           ==========           ==========
</TABLE>

     During 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 and 1,653,800 shares of common stock were
outstanding during 2000 and 1999, respectively, 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. Goodwill is amortized on a straight-line
basis over periods ranging from five to 35 years.


                                      -34-



<Page>

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

     On February 23, 1999, the Company acquired for $58,020 through a cash
tender offer, Defiance Inc. ("Defiance"), a manufacturer of specialty
antifriction bearings for the transportation industry and a provider of vehicle
testing services, tooling design and preproduction dies and components primarily
for the automotive industry. On April 6, 1999, the Company acquired for
approximately $220,000 Noma Industries Limited ("Noma"), a leading North
American producer of insulated wire and wire-related products for the
automotive, appliance and electronic industries. On August 20, 1999, the Company
acquired for approximately $222,000, including approximately $63,000 in assumed
debt, Berlin-based Krone AG ("Krone") from Jenoptik AG. Krone is a leading
global supplier of connector and distribution technology for telecommunications
and data networks.

     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,
                                                                      ----------------------------------
                                                                         2001         2000        1999
                                                                         ----         ----        ----
           <S>                                                        <C>          <C>         <C>
           United States ..........................................   $(260,549)   $  28,759   $  42,149
           Foreign ................................................      14,806       60,068      27,047
                                                                      ---------    ---------   ---------
                Total .............................................   $(245,743)   $  88,827   $  69,196
                                                                      =========    =========   =========
</TABLE>

           The components of the income tax provision are as follows:

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                                      -------------------------------
                                                                         2001       2000       1999
                                                                         ----       ----       ----
           <S>                                                        <C>         <C>        <C>
           United States:
                      Current .....................................   $(20,025)   $ 13,203   $ 23,128
                      Deferred ....................................    (43,732)      4,515     (5,223)
           Foreign:
                      Current .....................................      6,968       9,391     11,911
                      Deferred ....................................     (2,120)      9,453        960
           State:
                      Current .....................................     (7,264)        886      4,133
                      Deferred ....................................     (8,726)      1,138       (746)
                                                                      --------    --------   --------
                         Total ....................................   $(74,899)   $ 38,586   $ 34,163
                                                                      ========    ========   ========
</TABLE>


                                      -35-



<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,
                                                                                 -------------------
                                                                                   2001      2000
                                                                                   ----      ----
<S>                                                                              <C>        <C>
           Net operating loss carry forwards .................................   $ 16,398   $ 16,523
           Postretirement benefits ...........................................     35,465     30,299
           Nondeductible accruals ............................................     82,670     59,404
           Foreign operations ................................................     12,405      1,342
           Deferred tax on comprehensive income ..............................     15,899      6,003
           Other .............................................................     11,994     13,681
                                                                                 --------   --------
                   Deferred tax assets .......................................    174,831    127,252
                                                                                 --------   --------
           Property, plant and equipment .....................................     47,113     75,486
           Other .............................................................         --      1,258
                                                                                 --------   --------
                   Deferred tax liabilities ..................................     47,113     76,744
           Valuation allowance ...............................................     12,405      1,342
                                                                                 --------   --------
                   Net deferred tax assets ...................................   $115,313   $ 49,166
                                                                                 ========   ========
</TABLE>

     The Company has deferred tax assets of $12,405 and $1,342 related to
foreign tax credits, for which a full valuation allowance has been provided at
December 31, 2001 and 2000, respectively. Net operating loss carryforwards in
the United States expire through 2012. Net operating loss carryfowards in
Germany do not expire.

     Based on the Company's historical taxable income, its expectations under
its current business strategy that it will be able to generate taxable income
over the long term and available tax-planning strategies, the Company believes
that it is more likely than not that its net deferred tax assets will be
realized. Uncertainties that affect the realization of these assets include tax
law changes and the timing and amount of future taxable income generated by the
Company. The Company will continue to monitor the likelihood of realizing its
net deferred tax assets and future adjustments to the deferred tax asset
valuation allowance may be 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,
                                                                         ------------------------
                                                                         2001      2000     1999
                                                                         ----      ----     ----
<S>                                                                      <C>       <C>      <C>
           U.S. federal statutory rate ..............................    (35.0)%   35.0%    35.0%
           State income taxes, net of federal benefit ...............     (4.2)     1.8      3.2
           Tax effect of foreign operations .........................      5.8      3.8      8.1
           Income from S-Corporations not subject
            to income tax ...........................................       --     (3.0)      .9
           Non-deductible goodwill ..................................      3.5      1.9      2.1
           Revaluation of deferred taxes ............................       --      3.2       --
           Other ....................................................      (.6)      .7       .1
                                                                          ----     ----     ----
                      Total .........................................    (30.5)%   43.4%    49.4%
                                                                          ====     ====     ====
</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 and
$33,445 for the years ended December 31, 2000 and 1999, respectively.


                                      -36-



<Page>

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

     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.

     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 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 $1,217, $1,013 and $1,104 for the
years ended December 31, 2001, 2000 and 1999, respectively.

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

     Following the Spinoff, GCG and GenTek assumed responsibility for pension
and other postretirement benefits for retirees whose last work assignment was
with each of their respective businesses and the active employees of each of
their respective businesses. GenTek's net periodic benefit cost for pension and
other postretirement benefits disclosed below includes $1,948 for 1999 that has
been allocated to the industrial chemicals business that remained with GCG and
is included in "Income from discontinued operations" in the Statement of
Operations.

<TABLE>
<CAPTION>
                                                    Pension Benefits             Other Postretirement Benefits
                                                Years Ended December 31,            Years Ended December 31,
                                           --------------------------------    ---------------------------------
                                             2001        2000        1999        2001        2000        999
                                             ----        ----        ----        ----        ----        ---
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
United States:
Components of net periodic benefit cost:
      Service cost .....................   $  3,848    $  4,179    $  4,942    $  1,006    $    908    $  1,248
      Interest cost ....................     11,514      11,355      12,489       3,159       3,047       3,265
      Expected return on plan assets ...    (13,939)    (12,926)    (14,013)         --          --          --
      Amortization of net:
           Prior service cost ..........        346         263         379        (739)       (739)     (1,046)
           (Gain)/loss .................       (778)       (258)         16        (428)       (640)       (392)
                                           --------    --------    --------    --------    --------    --------
      Net periodic benefit cost ........   $    991    $  2,613    $  3,813    $  2,998    $  2,576    $  3,075
                                           ========    ========    ========    ========    ========    ========
</TABLE>


                                      -37-



<Page>

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

<TABLE>
<CAPTION>
                                                                          Pension Benefits       Other Postretirement Benefits
                                                                             December 31,                December 31,
                                                                       ----------------------    -----------------------------
                                                                          2001         2000            2001         2000
                                                                          ----         ----            ----         ----
<S>                                                                    <C>          <C>             <C>          <C>
Change in benefit obligation:
      Benefit obligation at prior measurement date .................   $ 164,189    $ 156,186       $  43,365    $  41,702
      Service cost .................................................       3,848        4,179           1,006          908
      Interest cost ................................................      11,514       11,355           3,159        3,047
      Actuarial loss ...............................................         345        2,028           6,880          461
      Benefits paid ................................................      (9,484)      (9,887)         (3,234)      (2,753)
      Plan amendments ..............................................       1,377          328              --           --
                                                                       ---------    ---------       ---------    ---------
      Benefit obligation at measurement date .......................   $ 171,789    $ 164,189       $  51,176    $  43,365
                                                                       =========    =========       =========    =========

Change in plan assets:
    Fair value of assets at prior measurement date .................   $ 169,462    $ 162,003       $      --    $      --
    Actual return on plan assets ...................................     (15,677)      15,959              --           --
    Employer contributions .........................................         961        1,387           3,234        2,753
    Benefits paid ..................................................      (9,484)      (9,887)         (3,234)      (2,753)
                                                                       ---------    ---------       ---------    ---------
    Fair value of assets at measurement date .......................   $ 145,262    $ 169,462       $      --    $      --
                                                                       =========    =========       =========    =========

Reconciliation of funded status:
    Funded status ..................................................   $ (26,527)   $   5,273       $ (51,176)   $ (43,365)
    Unrecognized net:
           Prior service cost ......................................       1,918          887          (2,126)      (2,865)
           (Gain)/loss .............................................       3,475      (27,234)           (808)      (8,116)
                                                                       ---------    ---------       ---------    ---------
    Net amount recognized ..........................................   $ (21,134)   $ (21,074)      $ (54,110)   $ (54,346)
                                                                       =========    =========       =========    =========
</TABLE>

     For pension plans included above with accumulated benefit obligations in
excess of plan assets, for 2001 and 2000, the projected benefit obligations were
$159,275 and $5,869, respectively, the accumulated benefit obligations were
$139,649 and $5,869, respectively, and the fair values of plan assets for those
plans were $133,119 and $5,435, respectively.

     The assumptions used in accounting for the plans were:

<TABLE>
<CAPTION>
                                                                                       2001        2000     1999
                                                                                       ----        ----     ----
<S>                                                                                   <C>         <C>      <C>
Discount rate...................................................................      7 1/4%      7 1/2%   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 (decreasing to 6 percent in the year 2007 and beyond) in 2001 and
7 1/2 percent in 2000. A one percent increase in the health care trend rate
would increase the accumulated postretirement benefit obligation by $3,885 at
year-end 2001 and the net periodic cost by $358 for the year. A one percent
decrease in the health care trend rate would decrease the accumulated
postretirement benefit obligation by $4,182 at year-end 2001 and the net
periodic cost by $385 for the year.


                                      -38-



<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, 2001
and 2000 for all plans. Pension plan assets are invested primarily in stocks,
bonds, short-term securities and cash equivalents.

<TABLE>
<CAPTION>
                                                                  Pension Benefits          Other Postretirement Benefits
                                                              Years Ended December 31,        Years Ended December 31,
                                                           -----------------------------    ------------------------------
                                                            2001       2000       1999       2001       2000       1999
                                                            ----       ----       ----       ----       ----       ----
<S>                                                        <C>        <C>        <C>        <C>        <C>        <C>
Foreign:
Components of net periodic benefit cost:
    Service cost .......................................   $   590    $   587    $   903    $    14    $    13    $   118
    Interest cost ......................................     2,774      2,817      2,410         64         66        345
    Expected return on plan assets .....................      (786)    (1,087)    (2,064)        --         --         --
    Amortization of net:
      Prior service cost ...............................         6          6         32         --         --         --
      (Gain)/loss ......................................        --        355        157         --         --         --
                                                           -------    -------    -------    -------    -------    -------
    Net periodic benefit cost ..........................   $ 2,584    $ 2,678    $ 1,438    $    78    $    79    $   463
                                                           =======    =======    =======    =======    =======    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                         Pension Benefits      Other Postretirement Benefits
                                                                           December 31,                 December 31,
                                                                       --------------------    -----------------------------
                                                                         2001        2000            2001        2000
                                                                         ----        ----            ----        ----
<S>                                                                    <C>         <C>             <C>         <C>
  Change in benefit obligation:
     Benefit obligation at prior measurement date ..................   $ 49,553    $ 49,337        $    884    $    863
     Service cost ..................................................        590         587              14          13
     Employee contributions ........................................         29          54              --          --
     Interest cost .................................................      2,774       2,817              64          66
     Actuarial (gain)/loss .........................................      1,517         698              37          (3)
     Foreign currency translation ..................................     (2,796)     (1,481)            (51)        (28)
     Benefits paid .................................................     (2,492)     (2,420)            (39)        (27)
     Divestitures ..................................................         --         (39)             --          --
                                                                       --------    --------        --------    --------
     Benefit obligation at measurement date ........................   $ 49,175    $ 49,553        $    909    $    884
                                                                       ========    ========        ========    ========

  Change in plan assets:
     Fair value of assets at prior measurement date ................   $  9,663    $  7,192        $     --    $     --
     Actual return on plan assets ..................................       (997)      1,388              --          --
     Employer contributions ........................................      2,519       2,193              39          27
     Employee contributions ........................................         29          54              --          --
     Foreign currency translation ..................................       (524)      1,256              --          --
     Benefits paid .................................................     (2,492)     (2,420)            (39)        (27)
                                                                       --------    --------        --------    --------
     Fair value of assets at measurement date ......................   $  8,198    $  9,663        $     --    $     --
                                                                       ========    ========        ========    ========

  Reconciliation of funded status:
     Funded status .................................................   $(40,977)   $(39,890)       $   (909)   $   (884)
     Unrecognized net:
       Prior service cost ..........................................         26          34              --          --
       (Gain)/loss .................................................      2,984         391              11         (27)
                                                                       --------    --------        --------    --------
     Net amount recognized .........................................   $(37,967)   $(39,465)       $   (898)   $   (911)
                                                                       ========    ========        ========    ========
</TABLE>

     For pension plans included above with accumulated benefit obligations in
excess of plan assets,


                                      -39-



<Page>

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

for 2001 and 2000, the projected benefit obligations were $45,086 and $45,485
respectively, the accumulated benefit obligations were $43,599 and $44,188,
respectively, and the fair values of plan assets for those plans were $4,102 and
$4,768, respectively.

     The assumptions used in accounting for the plans were:

<TABLE>
<CAPTION>
                                                                  2001                2000                1999
                                                                  ----                ----                ----
<S>                                                           <C>                 <C>                 <C>
     Discount rate.......................................     5 3/4 - 7 1/4%      5 3/4 - 7 1/2%      5 3/4 - 7 1/2%
     Long-term rate of return on assets..................         8 - 9%                9%                  9%
     Average rate of increase in employee compensation...         5 - 5 1/4%          5 - 5 1/4%          5 - 5 1/4%
</TABLE>

     The health care cost trend rate used in accounting for the medical plan was
7.2 percent in 2001 and 7.8 percent in 2000 (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 $203 at
year-end 2001 and the net periodic cost by $27 for the year. A one percent
decrease in the health care trend rate would decrease the accumulated
postretirement benefit obligation by $246 at year-end 2001 and the net periodic
cost by $20 for the year.

     The dates used to measure plan assets and liabilities were October 31, 2001
and 2000 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, 2001 are as
follows:

                   Years Ending
                   December 31,
                   ------------

                       2002    ...................................       $12,939
                       2003    ...................................         7,676
                       2004    ...................................         5,389
                       2005    ...................................         3,610
                       2006    ...................................         3,278
                       thereafter.................................        11,678
                                                                         -------
                                                                         $44,570
                                                                         =======

     Rental expense for the years ended December 31, 2001, 2000 and 1999 was
$20,355, $18,938 and $19,431, 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


                                      -40-



<Page>

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

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 $24,657 and
$29,277 at December 31, 2001 and 2000, respectively. These amounts do not
include third-party recoveries nor have they been discounted.

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 and $4,111
for the years 2000 and 1999, respectively. Interest expense of $3,518 and $4,476
for the years 2000 and 1999, respectively, 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.
("Latona Associates"), which is controlled by a stockholder of the Company,
under which the Company receives corporate supervisory and administrative
services and strategic guidance. Prior to the Spinoff, Latona Associates
provided these services to GenTek's businesses pursuant to a substantially
similar agreement with GCG. The Company was charged $4,864, $4,655, and $4,743
for the years 2001, 2000 and 1999, respectively. In addition, the Company paid
$600 and $3,600 in connection with acquisitions during 2000 and 1999,
respectively.

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, 2001, 2000 and 1999, GenTek charged GCG $1,355,
$1,692 and $2,474, respectively, related to this agreement.

     GCG supplies soda ash and calcium chloride to GenTek. For the years ended
December 31, 2001, 2000 and 1999, purchases from GCG amounted to $4,036, $4,389
and $14,696, 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 $833


                                      -41-



<Page>

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

and $250 for the years 2001 and 2000, respectively. Effective September 30,
2001, all transition services terminated.

     GenTek provides Prestolite with corporate and administrative services,
pursuant to a management agreement. For the year ended December 31, 2001, GenTek
charged Prestolite $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, 2001,
2000 and 1999 were $9,805, $22,324 and $7,150, respectively. Sales to Prestolite
for the years ended December 31, 2001, 2000 and 1999 were $2,613, $2,707 and $0,
respectively.

Note 11 - Additional Financial Information

<TABLE>
<CAPTION>
     Receivables                                                                   December 31,
                                                                              ----------------------
                                                                                2001          2000
                                                                                ----          ----
<S>                                                                           <C>          <C>
Trade .....................................................................   $ 199,718    $ 231,625
Other .....................................................................      16,306        7,708
Allowance for doubtful accounts ...........................................     (32,062)      (8,350)
                                                                              ---------    ---------
                                                                              $ 183,962    $ 230,983
                                                                              =========    =========

<CAPTION>
     Inventories                                                                   December 31,
                                                                              ----------------------
                                                                                2001          2000
                                                                                ----          ----
<S>                                                                           <C>          <C>
         Raw materials ....................................................   $  47,112    $  62,151
         Work in process ..................................................      15,156       23,654
         Finished products ................................................      40,795       56,632
         Supplies and containers ..........................................       4,611        4,723
                                                                              ---------    ---------
                                                                              $ 107,674    $ 147,160
                                                                              =========    =========
</TABLE>

     Inventories valued at LIFO amounted to $25,401 and $28,888 at December 31,
2001 and 2000, respectively, which were below estimated replacement cost by $913
and $141, respectively. The impact of LIFO liquidations in 2001, 2000 and 1999
was not significant.

<TABLE>
<CAPTION>
     Property, Plant and Equipment                                                 December 31,
                                                                              ----------------------
                                                                                2001          2000
                                                                                ----          ----
<S>                                                                           <C>          <C>
Land and improvements .....................................................   $  37,402    $  39,923
Machinery and equipment ...................................................     508,995      469,618
Buildings and leasehold improvements ......................................      90,583       83,231
Construction in progress ..................................................      52,659       51,247
                                                                              ---------    ---------
                                                                                689,639      644,019
Less accumulated depreciation and amortization ............................    (331,113)    (184,413)
                                                                              ---------    ---------
                                                                              $ 358,526    $ 459,606
                                                                              =========    =========

<CAPTION>
     Accrued Liabilities                                                           December 31,
                                                                              ----------------------
                                                                                2001          2000
                                                                                ----          ----
<S>                                                                           <C>          <C>
         Wages, salaries and benefits .....................................   $  36,547    $  38,016
         Interest .........................................................      12,166       13,728
         Income taxes .....................................................       5,908        6,455
         Taxes, other than income taxes ...................................       7,109        5,956
         Other ............................................................      73,364       70,817
                                                                              ---------    ---------
                                                                              $ 135,094    $ 134,972
                                                                              =========    =========
</TABLE>


                                      -42-



<Page>

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

Note 12 - Long-Term Debt

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                            ----------------------
                                                                            Maturities         2001         2000
                                                                            ----------         ----         ----
<S>                                                                         <C>             <C>          <C>
     Bank term loans - floating rates.................................      2002-2007       $ 486,250    $ 495,375
     Revolving credit facility - floating rate........................         2005           115,000       94,000
     Senior Subordinated Notes - 11%..................................         2009           200,000      200,000
     Other debt - floating rate.......................................      2002-2018          31,176       29,437
                                                                                            ---------    ---------
                Total debt                                                                    832,426      818,812
                Less:  current portion................................                         32,674       25,562
                                                                                            ---------    ---------
                Net long-term debt....................................                      $ 799,752    $ 793,250
                                                                                            =========    =========
</TABLE>

     Aggregate maturities of long-term debt for each of the years in the
five-year period ending December 31, 2006 are $32,674, $38,737, $63,802,
$166,376 and $72,670, respectively.

     On April 30, 1999, the Company entered into a new credit facility with a
syndicate of banks and other financial institutions. The proceeds were used to
repay outstanding borrowings of GCG under its existing credit facilities prior
to the Spinoff, resulting in an extraordinary loss from the extinguishment of
debt of $4,939, net of a tax benefit of $3,231. 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 $20,253 and $21,758 at December 31, 2001 and 2000,
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, 2001 and 2000 was 5.0 percent and 8.4
percent, respectively. The weighted average rate in effect for the term loans at
December 31, 2001 and 2000 was 5.3 percent and 8.9 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.

     Management anticipates that it will not be in compliance with certain
financial covenants contained in its senior credit facility when financial
results for the quarter ending March 31, 2002 are finalized. The Company's
failure to meet such covenant requirements will result in borrowings under the
senior credit facility and a $25 million (Canadian) facility becoming callable
by the Company's lenders. Should the lenders under the senior credit facility
call these borrowings, the 11% Senior Subordinated Notes would become callable
as well. If the Company fails to be in compliance with its financial or other
covenants under the senior credit facility or if the borrowings under that
facility are called by the lenders, counterparties to the Company's interest
rate swap agreements will have the right to require the Company to cash settle
these agreements by paying fair value (approximately $10,566 at December 31,
2001) to the counterparties. The Company has commenced discussions with its
lenders towards amending its senior credit facility. If these discussions do not
result in an acceptable amendment to the senior credit facility, the Company
will explore alternative sources of financing. However, there can be no
assurance that alternative sources of financing will be available or at terms
which are favorable to the Company.

     On August 9, 1999, the Company issued $200,000 of 11% Senior Subordinated
Notes due 2009. Net proceeds of the offering of $193,000 were used to repay a
portion of the borrowings outstanding under the Company's revolving credit
facility. On November 17, 1999, the Company filed a


                                      -43-



<Page>

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

Registration Statement on Form S-4 with the Securities and Exchange Commission
to exchange these notes for new notes, which have terms that are identical to
the terms of the old notes except that the new notes are registered under the
Securities Act of 1933 and therefore do not contain restrictions on transfer and
do not contain provisions relating to additional interest. The exchange was
completed on January 19, 2000.

     Commitment fees paid for the Company's credit facilities were $624, $556
and $231 for 2001, 2000 and 1999, respectively.

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 20,567,403 and 20,298,711 were
outstanding at December 31, 2001 and 2000, 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 4,750,107 shares
were outstanding at December 31, 2001 and 2000. The Common Stock and Class B
Common Stock are substantially identical, except for the disparity in voting
power, restriction on transfer and conversion provisions.

     Prior to the Spinoff, a stockholder converted 5.8 million shares of GCG
Class B Common Stock into an identical number of shares of GCG Common Stock. To
effect the Spinoff, GCG issued shares of Common Stock and Class B Stock of
GenTek and distributed them to the holders of GCG's stock on a one-for-one
basis. Accordingly, the equity accounts have been reclassified to reflect the
formation of GenTek and the issuance of its stock by recording the par value of
the stock issued and reclassifying all other equity to paid in capital. The
distribution of net liabilities of the industrial chemicals business has been
recorded as a capital contribution of $50,150 to the Company.

     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,
2001 and 2000.

     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.

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 recorded for stock-based compensation under those
plans was $(86), $1,392, and $790 for the years ended December 2001, 2000 and
1999, respectively. As of December 31, 2001, the total number of shares
authorized for grants under these plans was approximately 4,900,000, with
approximately 1,200,000 shares available for grant.


                                      -44-



<Page>

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

     Effective as of the date of the Spinoff, holders of outstanding GCG
equity-related awards received similar awards with respect to GenTek stock. The
awards were adjusted to preserve the total economic value of the awards that
existed prior to the Spinoff.

     Information with respect to all stock options is summarized below:

<TABLE>
<CAPTION>
                                             2001                         2000                         1999
                                  --------------------------   --------------------------   --------------------------
                                                 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 ...........    3,100,700      $ 12.32       1,933,800      $ 13.66       1,679,500      $ 14.51
Options granted...............      313,000         2.62       1,221,000        10.27         310,000         9.96
Options exercised ............       21,900         9.43          22,000        13.29             --            --
Options cancelled ............      387,800        10.26          32,100        14.18          55,700        18.84
                                  ---------                    ---------                    ---------
Outstanding at end
 of year......................    3,004,000      $ 11.60       3,100,700      $ 12.32       1,933,800      $ 13.66
                                  =========                    =========                    =========
Exercisable at end
 of year......................    1,387,400      $ 13.26         739,400      $ 14.20         430,650      $ 14.74
</TABLE>


     The following table summarizes information about stock options outstanding
at December 31, 2001:

<TABLE>
<CAPTION>
                                           Outstanding                                         Exercisable
                      ----------------------------------------------------------   ------------------------------------
                                        Weighted Average
                                           Remaining
      Range of          Number of         Contractual          Weighted Average      Number of       Weighted Average
  Exercise Prices        Options              Life              Exercise Price        Options         Exercise Price
-------------------   -------------   --------------------   -------------------   -------------   --------------------
<S>                     <C>                   <C>                  <C>               <C>                 <C>
 $  1.11 - $  5.00        210,000             9.8                  $  1.33                  --                --
 $  5.00 - $ 10.00        980,000             8.0                  $  9.43             368,900           $  9.55
 $ 10.00 - $ 15.00      1,454,000             5.3                  $ 12.96             686,500           $ 12.91
 $ 15.00 - $ 18.73        360,000             6.0                  $ 18.00             332,000           $ 18.12
                        ---------                                                    ---------
                        3,004,000                                                    1,387,400
</TABLE>

     The Company applies APB 25 in accounting for its stock plans. The following
table reflects pro forma net income and earnings per share had the Company
elected to adopt the fair value approach of SFAS 123:

<TABLE>
<CAPTION>
                                                                   2001        2000       1999
                                                                   ----        ----       ----
<S>                                                             <C>          <C>        <C>
          Net income (loss)..................................   $ (172,581)  $ 47,681   $ 29,969
          Earnings (loss) per share - basic..................        (6.79)      1.93       1.43
          Earnings (loss) per share - diluted................        (6.79)      1.89       1.40
</TABLE>


                                      -45-



<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:

<TABLE>
<CAPTION>
                                                                  2001      2000      1999
                                                                  ----      ----      ----
<S>                                                             <C>       <C>       <C>
          Dividend yield.....................................      2.8%      2.0%      1.5%
          Expected volatility................................       87%       57%       46%
          Risk-free interest rate............................      4.0%      6.4%      6.6%
          Expected holding period (in years).................        6         6         6
          Weighted average fair value........................   $ 1.15    $ 5.29    $ 6.42
</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, 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:

<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                     ------------------------------------------
                                                                                       2001              2000              1999
                                                                                       ----              ----              ----
<S>                                                                                  <C>               <C>                   <C>
          Proceeds ........................................................          $ 4,582           $ 4,140               --
          Gross realized gains ............................................          $ 1,123           $ 1,893               --
          Gross realized losses............................................          $   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 are 100 percent effective. As a result, there is no
impact to earnings due to hedge ineffectiveness. The swap agreements in effect
were as follows:

<TABLE>
<CAPTION>
                                                                                                 Interest Rate
                                                     Notional                         -----------------------------------
                    December 31,                      Amount           Maturities       Receive (1)         Pay (2)
                    ------------                      ------           ----------       -----------         -------
<S>                                                   <C>               <C>                 <C>               <C>
                      2001................            $ 175,000         2002-2006           2.0%              6.8%
                      2000................            $ 178,750         2002-2006           6.5%              6.8%
</TABLE>

(1)  Three-month LIBOR.
(2)  Represents the weighted average rate.


                                      -46-



<Page>

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

Fair Value of Financial Instruments

<TABLE>
<CAPTION>
                                                                 December 31, 2001            December 31, 2000
                                                             -------------------------    ------------------------
                                                             Carrying          Fair       Carrying          Fair
                                                              Amount           Value       Amount          Value
                                                              ------           -----       ------          -----
<S>                                                          <C>             <C>          <C>            <C>
     Marketable equity securities.........................   $     572       $     572    $   4,207      $   4,207
     Long-term debt.......................................   $ 832,426       $ 748,426    $ 818,812      $ 818,812
     Unrealized gain (loss) on swap
      Agreements..........................................   $ (10,566)      $ (10,566)          --      $  (4,907)
</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 publicly traded notes 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.

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 for continuing operations is summarized as
follows:

<TABLE>
<CAPTION>
                                                                Net Revenues                   Operating Profit (Loss)
                                                         Years Ending December 31,            Years Ending December 31,
                                                ---------------------------------------   ---------------------------------
                                                    2001          2000          1999        2001        2000        1999
                                                    ----          ----          ----        ----        ----        ----
<S>                                             <C>           <C>           <C>           <C>         <C>         <C>
Performance Products ........................   $   360,927   $   353,125   $   341,899   $ (30,444)  $  40,024   $  32,138
Manufacturing ...............................       478,488       553,262       450,625     (10,831)     64,206      67,831
Communications ..............................       405,005       507,800       240,401    (119,108)     59,851      27,425
                                                -----------   -----------   -----------   ---------   ---------   ---------
        Total Segments ......................     1,244,420     1,414,187     1,032,925    (160,383)    164,081     127,394
Eliminations and other corporate
  Expenses ..................................            --            --            --     (12,363)     (4,790)    (12,307)
                                                -----------   -----------   -----------   ---------   ---------   ---------
Consolidated ................................   $ 1,244,420   $ 1,414,187   $ 1,032,925   $(172,746)  $ 159,291   $ 115,087
                                                ===========   ===========   ===========   =========   =========   =========
Interest expense ............................                                                74,980      74,948      45,979
Other income, net ...........................                                                (1,983)     (4,484)        (88)
                                                                                          ---------   ---------   ---------
Consolidated income (loss) from
   Continuing operations before income
   Taxes and extraordinary item .............                                             $(245,743)  $  88,827   $  69,196
                                                                                          =========   =========   =========
</TABLE>


                                      -47-



<Page>

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

<TABLE>
<CAPTION>
                                                        Capital Expenditures        Depreciation and Amortization
                                                      Years Ending December 31,       Years Ending December 31,
                                                      ---------------------------   ----------------------------
                                                       2001      2000      1999      2001      2000      1999
                                                       ----      ----      ----      ----      ----      ----
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>
Performance Products ..............................   $20,554   $20,023   $19,519   $21,203   $23,346   $20,395
Manufacturing .....................................    12,383    16,376    12,458    23,043    23,115    19,088
Communications ....................................    44,841    44,899    15,346    24,071    22,512    14,739
                                                      -------   -------   -------   -------   -------   -------
Consolidated ......................................   $77,778   $81,298   $47,323   $68,317   $68,973   $54,222
                                                      =======   =======   =======   =======   =======   =======
</TABLE>

<TABLE>
<CAPTION>
                                                         Identifiable Assets
                                                            December 31,
                                                      --------------------------
                                                         2001         2000
                                                         ----         ----
<S>                                                   <C>          <C>
Performance Products ..............................   $  303,788   $  338,845
Manufacturing (1) .................................      409,006      475,103
Communications ....................................      426,767      511,222
Corporate .........................................       25,282       25,552
                                                      ----------   ----------
Consolidated ......................................   $1,164,843   $1,350,722
                                                      ==========   ==========
</TABLE>

(1)  Includes equity method investments of $21,608 and $22,136, respectively.

     Geographic area information for continuing operations is summarized as
follows:

<TABLE>
<CAPTION>
                                            External Revenues (1)             Long-Lived Assets (2)
                                          Years Ended December 31,                December 31,
                                   ---------------------------------------   -----------------------
                                         2001         2000         1999         2001         2000
                                         ----         ----         ----         ----         ----
<S>                                   <C>          <C>          <C>          <C>          <C>
          United States ...........   $  811,788   $  951,608   $  776,832   $  381,036   $  501,893
          Foreign .................      432,632      462,579      256,093      350,703      395,673
                                      ----------   ----------   ----------   ----------   ----------
          Consolidated ............   $1,244,420   $1,414,187   $1,032,925   $  731,739   $  897,566
                                      ==========   ==========   ==========   ==========   ==========
</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 or are part of the industrial chemicals
business, which is no longer part of GenTek as a result of the Spinoff.

     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.


                                      -48-



<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>
                                                              Subsidiary    Non-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>
                                                              Subsidiary    Non-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>


                                      -49-



<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, 1999

<TABLE>
<CAPTION>
                                                                   Subsidiary    Non-Guarantor
                                                      Parent       Guarantors     Subsidiaries   Eliminations   Consolidated
                                                      ------       ----------     ------------   ------------   ------------
<S>                                                 <C>            <C>             <C>           <C>            <C>
Net revenues ....................................   $        --    $   722,681     $   332,737   $   (22,493)   $ 1,032,925
Cost of sales ...................................            --        555,237         241,129       (22,493)       773,873
Selling, general and administrative expense .....         8,139         89,756          46,070            --        143,965
                                                    -----------    -----------     -----------   -----------    -----------
    Operating profit (loss) .....................        (8,139)        77,688          45,538            --        115,087
Interest expense ................................        32,276         23,221          14,412       (23,930)        45,979
Other (income) expense, net .....................       (31,744)         5,030           2,696        23,930            (88)
                                                    -----------    -----------     -----------   -----------    -----------
    Income (loss) from continuing operations
       before income taxes and extraordinary item        (8,671)        49,437          28,430            --         69,196
Income tax provision (benefit) ..................        (3,463)        24,092          13,534            --         34,163
Equity in income from subsidiaries ..............        41,247         15,902              --       (57,149)            --
                                                    -----------    -----------     -----------   -----------    -----------
    Income from continuing operations before
       extraordinary item .......................        36,039         41,247          14,896       (57,149)        35,033
Income from discontinued operations
 (net of tax) ...................................            --             --           1,006            --          1,006
                                                    -----------    -----------     -----------   -----------    -----------
    Income before extraordinary item ............        36,039         41,247          15,902       (57,149)        36,039
Extraordinary item (net of tax) .................         4,939             --              --            --          4,939
                                                    -----------    -----------     -----------   -----------    -----------
    Net income ..................................   $    31,100    $    41,247     $    15,902   $   (57,149)   $    31,100
                                                    ===========    ===========     ===========   ===========    ===========
</TABLE>


                                      -50-



<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>
                                                            Subsidiary     Non-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, net of amortization ............            --        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    $    73,292     $    33,816    $        --   $   107,382
    Accrued liabilities ..................        37,211         53,013          44,870             --       135,094
    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>


                                      -51-



<Page>

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

Condensed Consolidating Balance Sheet
December 31, 2000

<TABLE>
<CAPTION>
                                                     Subsidiary    Non-Guarantor
                                         Parent      Guarantors     Subsidiaries   Eliminations   Consolidated
                                         ------      ----------     ------------   ------------   ------------
<S>                                     <C>          <C>            <C>             <C>            <C>
Current assets:
    Cash and cash equivalents .......   $       --   $   (4,889)    $    9,348      $       --     $    4,459
    Receivables, net ................           --      131,775         99,208              --        230,983
    Inventories .....................           --       89,471         57,689              --        147,160
    Other current assets ............          186       21,630         18,217              --         40,033
                                        ----------   ----------     ----------      ----------     ----------
    Total current assets ............          186      237,987        184,462              --        422,635
Property, plant and equipment, net ..           --      319,374        140,232              --        459,606
Goodwill, net of amortization .......           --      126,505        250,000              --        376,505
Intercompany receivable (payable) ...      643,282     (641,391)        (1,891)             --             --
Investment in subsidiaries ..........       72,602      227,334             --        (299,936)            --
Other assets ........................          245       81,424         10,307              --         91,976
                                        ----------   ----------     ----------      ----------     ----------
    Total assets ....................   $  716,315   $  351,233     $  583,110      $ (299,936)    $1,350,722
                                        ==========   ==========     ==========      ==========     ==========
Current liabilities:
    Accounts payable ................   $       29   $   72,132     $   47,973      $       --     $  120,134
    Accrued liabilities .............       26,120       59,988         48,864              --        134,972
    Current portion of long-term debt        7,625          154         17,783              --         25,562
                                        ----------   ----------     ----------      ----------     ----------
    Total current liabilities .......       33,774      132,274        114,620              --        280,668
Long-term debt ......................      634,000          799        158,451              --        793,250
Other liabilities ...................          883      145,558         82,705              --        229,146
                                        ----------   ----------     ----------      ----------     ----------
    Total liabilities ...............      668,657      278,631        355,776              --      1,303,064
Equity ..............................       47,658       72,602        227,334        (299,936)        47,658
                                        ----------   ----------     ----------      ----------     ----------
    Total liabilities and equity ....   $  716,315   $  351,233     $  583,110      $ (299,936)    $1,350,722
                                        ==========   ==========     ==========      ==========     ==========
</TABLE>

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 in) investing activities .         --      (53,154)     (17,725)        (70,879)
                                            --------     --------     --------        --------
Cash flows from financing activities:
    Intercompany cash transfers .........    (20,943)      42,262      (21,319)             --
    Other ...............................      9,437        2,541       (3,880)          8,098
                                            --------     --------     --------        --------
Net cash provided by (used in) financing
    activities ..........................    (11,506)      44,803      (25,199)          8,098
                                            --------     --------     --------        --------
Effect of exchange rates on cash ........         --           --         (880)           (880)
                                            --------     --------     --------        --------
Increase (decrease) in cash and cash
     equivalents ........................         --        6,278       (1,532)          4,746
Cash and cash equivalents at beginning
    of year .............................         --       (4,889)       9,348           4,459
                                            --------     --------     --------        --------
Cash and cash equivalents at end of year    $     --     $  1,389     $  7,816        $  9,205
                                            ========     ========     ========        ========
</TABLE>


                                      -52-



<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, 2000

<TABLE>
<CAPTION>
                                                                          Non-
                                                         Subsidiary     Guarantor
                                             Parent      Guarantors   Subsidiaries   Consolidated
                                             ------      ----------   ------------   ------------
<S>                                         <C>          <C>           <C>            <C>
Net cash provided by (used in) 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 in) 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 in) 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>

Condensed Consolidating Statement of Cash Flows
Year ended December 31, 1999

<TABLE>
<CAPTION>
                                                                             Non-
                                                            Subsidiary     Guarantor
                                                Parent      Guarantors   Subsidiaries   Consolidated
                                                ------      ----------   ------------   ------------
<S>                                            <C>           <C>          <C>            <C>
Net cash provided by (used in) operating
    Activities .............................   $  (3,773)    $  34,776    $  39,180      $  70,183
                                               ---------     ---------    ---------      ---------
Cash flows from investing activities:
    Acquisition of businesses net of cash
    Acquired ...............................          --      (444,782)          --       (444,782)
    Cash provided by discontinued operations          --            --      127,571        127,571
    Other ..................................          --       (37,869)      (7,973)       (45,842)
                                               ---------     ---------    ---------      ---------
Net cash provided by (used in) investing
    Activities .............................          --      (482,651)     119,598       (363,053)
                                               ---------     ---------    ---------      ---------
Cash flows from financing activities:
    Intercompany cash transfers ............    (215,513)      327,153     (111,640)            --
    Other ..................................     216,190        69,450      (33,358)       252,282
                                               ---------     ---------    ---------      ---------
Net cash provided by (used in) financing
    Activities .............................         677       396,603     (144,998)       252,282
                                               ---------     ---------    ---------      ---------
Effect of exchange rates on cash ...........          --            --         (323)          (323)
                                               ---------     ---------    ---------      ---------
Increase (decrease) in cash and cash
    equivalents ............................      (3,096)      (51,272)      13,457        (40,911)
Cash and cash equivalents at beginning
    of year ................................       3,147        57,447        1,004         61,598
                                               ---------     ---------    ---------      ---------
Cash and cash equivalents at end of year ...   $      51     $   6,175    $  14,461      $  20,687
                                               =========     =========    =========      =========
</TABLE>


                                      -53-



<Page>

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

Note 18- Unaudited Quarterly Information

<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)
                                            ===========   ===========       ===========      ===========       ===========
Stock price - high ......................   $     16.60   $     13.00       $      7.75      $      4.00
Stock price - low .......................   $     10.40   $      5.26       $      3.25      $      1.11
</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.

<TABLE>
<CAPTION>
                                                                            2000
                                       --------------------------------------------------------------------
                                          First        Second         Third           Fourth        Year
                                          -----        ------         -----           ------        ----
<S>                                    <C>           <C>           <C>              <C>           <C>
Net revenues .......................   $   342,845   $   364,858   $   362,421      $   344,063   1,414,187
Gross profit .......................        90,381       101,780        98,737           86,926     377,824
Net income .........................         9,641        21,141        11,002(1)         8,457      50,241
                                       ===========   ===========   ===========      ===========   =========
Earnings per common share - basic: .   $       .42   $       .84   $       .44      $       .33   $    2.04
                                       ===========   ===========   ===========      ===========   =========
Earnings per common share - assuming
    Dilution: ......................   $       .41   $       .82   $       .43      $       .33   $    1.99
                                       ===========   ===========   ===========      ===========   =========
Stock price - high .................   $     15.75   $     15.50   $     16.94      $     17.63
Stock price - low ..................   $      9.56   $     11.00   $     11.50      $     13.19
</TABLE>

(1)  During the third quarter of 2000, the Company recorded a one-time charge of
     $5,800 ($3,500 after tax or $.14 per share) for purchased in-process
     research and development.


                                      -54-



<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. For information relating to the Company's Directors, see the
information under the caption "Nomination and Election of Directors" in the
Company's definitive 2001 Proxy Statement (the "Proxy Statement"), which is
hereby incorporated by reference.

     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.

     Compliance with Section 16(a) of the Exchange Act. For information relating
to the compliance of the directors and officers of the Company, as well as any
holder of ten percent or more of any registered class of the equity securities
of the Company with Section 16(a) of the Exchange Act, see the information under
the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's Proxy Statement, which is hereby incorporated by reference.

Item 11. Executive Compensation.

     Executive Compensation. For information relating to the compensation of the
Company's executives, see the information under the caption "Compensation of
Directors and Executive Officers" in the Company's Proxy Statement, which is
hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     Security Ownership of Certain Beneficial Owners. For information relating
to the beneficial ownership of more than five percent of the Company's Common
Stock and Class B Common Stock, see the information under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the Company's Proxy
Statement, which is hereby incorporated by reference.

     Security Ownership of Management. For information relating to the
beneficial ownership of the Company's Common Stock and Class B Common Stock by
Management, see the information under the caption "Management Stockholders" in
the Company's Proxy Statement, which is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions.

     Certain Relationships and Related Transactions. For information relating to
certain relationships and related transactions of the Company, see the
information under the caption "Certain Relationships and Transactions" in the
Company's Proxy Statement, which is hereby incorporated by reference.


                                      -55-



<Page>

                                     PART IV

Item 14. Exhibits and Financial Statement Schedules and Reports on Form 8-K.

List of Exhibits

Exhibit No.                       Description
-----------                       -----------

 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.
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.
21.1  -- Subsidiaries of GenTek Inc.


                                      -56-



<Page>

Financial Statements

     See Item 8, beginning on page 20.

Financial Statement Schedules

     See Index to Financial Statement Schedule on page 56.

Reports on Form 8-K

     None.


                                      -57-



<Page>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 28th day of March, 2002.

                                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 Resistrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                              Title                        Date
                 ---------                              -----                        ----

       Principal executive officer:

<S>                                       <C>                                       <C>
/s/ RICHARD R. RUSSELL                    President and Chief Executive Officer     March 28, 2002
--------------------------------------
Richard R. Russell

    Principal financial and accounting
                 officer:

/s/ MATTHEW R. FRIEL                      Vice President, Chief Financial Officer   March 28, 2002
--------------------------------------    and Treasurer
Matthew R. Friel


                Directors:

/s/ PAUL M. MONTRONE                      Chairman and Director                     March 28, 2002
--------------------------------------
Paul M. Montrone

/s/ PAUL M. MEISTER                       Vice Chairman and Director                March 28, 2002
--------------------------------------
Paul M. Meister

/s/ RICHARD R. RUSSELL                    Director                                  March 28, 2002
--------------------------------------
Richard R. Russell

/s/ SCOTT M. SPERLING                     Director                                  March 28, 2002
--------------------------------------
Scott M. Sperling

/s/ IRA STEPANIAN                         Director                                  March 28, 2002
--------------------------------------
Ira Stepanian

/s/ BRUCE KOEPFGEN                        Director                                  March 28, 2002
--------------------------------------
Bruce Koepfgen
</TABLE>


                                      -58-



<Page>

                                   GENTEK INC.
                      INDEX TO FINANCIAL STATEMENT SCHEDULE


Schedule II -- Valuation and Qualifying Accounts .............................60

     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.


                                      -59-



<Page>

                                   GENTEK INC.
                        Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                                         Balance at   Additions
                                                       Beginning of    Charged       Deductions                Balance at
                                                           Period     to Income    From Reserves    Other*    End of Period
                                                           ------     ---------    -------------    ------    -------------
                                                                                   (In thousands)
<S>                                                      <C>           <C>            <C>          <C>           <C>
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
Year ended December 31, 1999
   Allowance for doubtful accounts .................     $ 3,786       $ 2,974        $(1,812)     $ 2,400       $ 7,348
</TABLE>

*    Primarily acquisitions and foreign exchange


                                      -60-



<Page>

                                  EXHIBIT INDEX


                                                                           Page
Exhibit No.                                                               Number
-----------                                                               ------

  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............................................


                                      -61-



<Page>

                                                                           Page
Exhibit No.                                                               Number
-----------                                                               ------

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 ..........................................

21.1   -- Subsidiaries of GenTek Inc..................................


                                 -62-