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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549FORM 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, 2005                                                                                                            
|           |  | OR                                                                                                                                                       
|o          |  | TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d)                                                                                                      
|           |  | OF
  THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                 
|           |  | For the transition
  period from ________ to ________
  Commission File Number 001-14789GENTEK INC.(Exact name of Registrant as specified in its charter)

|                                                                                                                                                                                                                                                   |  |                                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Delaware                                                                                                                                                                                                                                           |  | 02-0505547                               
|(State of other
  jurisdiction of incorporation or organization)                                                                                                                                                                                   |  | (I.R.S. Employer
  Identification Number)
|90
  East Halsey Road                                                                                                                                                                                                                              |  |                                          
|Parsippany,
  New Jersey                                                                                                                                                                                                                           |  | 07054                                    
|(Address of principal
  executive offices)                                                                                                                                                                                                         |  | (Zip Code)                               
|                                                                                                                                                                                                                                                   |  |                                          
|Registrants
  telephone number, including area code:
  (973) 515-3221
  Securities registered pursuant to Section 12(b) of the Act:NoneSecurities registered pursuant to Section
  12(g) of the Act:Common stock, no par value
  (Title of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o   No
x

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes o   No
x

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

Indicate
by check mark 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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the  Act).  
Yes x   No
o

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

State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal
quarter: $91,690,770.

Applicable
to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. 
Yes x   No
o

The
number of outstanding shares of the Registrants Common Stock as of March 3,
2006 was 10,193,053.

|Documents Incorporated by Reference:                                                                                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Portions
        of the Registrants definitive Proxy Statement for the Annual Meeting
        of Stockholders to be held on May 9, 2006, to be filed within 120 days
        after the close of the Registrants fiscal year, are incorporated
        by reference into Part III of this Annual Report on Form 10-K.

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PART
I

Item 1. Business.

Overview

GenTek
Inc. (the Company or GenTek) is a holding company whose subsidiaries
manufacture industrial components and performance chemicals. GenTeks
subsidiaries operate through two primary business segments: manufacturing and
performance chemicals. The manufacturing segment provides a broad range of
engineered components and services to three principal markets: automotive,
appliance and electronic, and industrial. The performance chemicals segment
provides a broad range of value-added chemical products and services to four
principal markets: environmental services, pharmaceutical and personal care,
technology and chemical processing. 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 60 manufacturing and production facilities located primarily in the U.S.,
Canada, Mexico and India with additional operations in Germany and the United
Kingdom. GenTek has no independent operations and, therefore, is dependent upon
cash flow from its subsidiaries to meet its obligations.

Dividends
and Recapitalization

On
December 27, 2004, the Company paid a special dividend of $7.00 per common
share, totaling approximately $71 million, which was funded primarily from
excess cash generated from the sale of the Companys KRONE communications
business.

On
February 28, 2005, the Companys board of directors declared a special dividend
of $31.00 per common share which was paid on March 16, 2005. Also, on February
28, 2005, GenTek closed on a secured financing consisting of $370 million of
term loans and a $60 million revolving credit facility. The Company used
approximately $311 million, which is net of $2 million of dividends remaining
to be paid, of the financing proceeds to pay the special dividend and $35
million of the proceeds to pre-fund certain defined benefit pension
obligations. The remainder of the proceeds were used to pay transaction fees,
to refinance existing debt and for general corporate purposes. The payment of
the two special dividends and the closing on the financing reflect the
completion of the Companys recapitalization plan. The Company believes these
actions have provided substantial value to current holders of common stock and
establish a more appropriate capital structure for the Company. Prior to
recapitalization, the Companys balance sheet was substantially debt-free. By
establishing this debt structure, GenTek believes it has positioned the Company
to provide leveraged returns for its shareholders.

Acquisition

On
June 30, 2004, the Company acquired a wire harness and subassembly
manufacturing operation located in Reynosa, Mexico from Whirlpool Corporation
for $8.4 million. As part of the transaction, the Company entered into a
seven-year supply agreement to supply wire harnesses, panel assemblies, copper
tubing and related components to Whirlpools North American appliance
production facilities. The results of operations of the facility have been
included in the Companys financial statements beginning July 1, 2004. Revenues
from the supply agreement were approximately $163 million for the year ended
December 31, 2005 and $80 million for the six month period ended December 31,
2004.

-1-

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Stouffville,
Canada Facility

On
November 30, 2005 the Company executed a non-binding letter of intent to sell
its NOMA CableTech business in Stouffville, Canada to Southwire Company of
Carrollton, Georgia. The operation is dedicated principally to the manufacture
and sale of industrial building wire in the Canadian market. The business
represents approximately 12 percent of the Companys 2005 annual revenues and is
non-strategic to the Companys core businesses. The intended transaction is
valued by the Company at approximately $33 million, based upon a purchase price
estimated to be $21 million, subject to normal post closing adjustments, plus
an estimated $12 million, which the Company expects to generate from the
liquidation of certain retained assets. The Company has recorded a pre-tax
asset impairment of $6.8 million in the fourth quarter of 2005 due to expected
disposition of the assets. The parties are currently negotiating the sale,
which, if successful, is expected to close in the second quarter of 2006. An
additional pre-tax loss is expected to be recorded upon consummation of the
transaction. This business remains classified in continuing operations in the
financial statements.

Discontinued
Operations

During
the second quarter of 2005, the Company ceased operations of its printing plate
business. The business had become unprofitable as it has experienced severe
competitive pressures over the last several years and has been hurt by a
continued shift in technology in the printing plate market. Accordingly, all
financial information included herein has been reclassified to reflect the
business as discontinued operations.

On
May 18, 2004, the Company sold its KRONE communications business to ADC
Telecommunications, Inc. Accordingly, all financial information included herein
has been reclassified to reflect the KRONE communications business as
discontinued operations. Net proceeds from the transaction of approximately
$291 million were used to repay amounts outstanding under the Companys senior
term loan agreement in full, as well as make the payment required by the
contingent redemption feature of the Companys tranche A warrants. The payment
was made on June 30, 2004 and the tranche A warrants expired.

Financial
Information

The
consolidated financial statements have been prepared in accordance with
Statement of Position 90-7 (SOP 90-7), Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, and on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. In connection with its
emergence from bankruptcy on November 10, 2003, the Company has adopted
fresh-start reporting in accordance with SOP 90-7. Accordingly, the Companys
post-emergence financial statements (Successor) will not be comparable with
its pre-emergence financial statements (Predecessor). See Managements
Discussion and Analysis of Financial Condition and Results of Operations --
Reorganization under Chapter 11 of the US Bankruptcy Code for a further
discussion of the Plan.

-2-

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Products
and Services by Segment

The
following table sets forth the Companys sales by segment:

|                      |  |                          |       |      |   |         |  |   |       | 
|--------------------- |  | ------------------------ | ----- | ---- | - | ------- |  | - | ----- | 
|                      |  | Years Ended December 31, |      
|                      |  |                          |      
|                      |  | 2005                     |       | 2004 |   | 2003(1) | 
|                      |  |                          |       |      |   |         | 
|                      |  | (In millions)            |      
|Manufacturing         |  | $                        | 585.9 |      | $ | 514.6   |  | $ | 425.9 | 
|Performance Chemicals |  |                          | 334.1 |      |   | 316.6   |  |   | 335.9 | 
|                      |  |                          |       |      |   |         |  |   |       | 
|                      |  | $                        | 920.0 |      | $ | 831.2   |  | $ | 761.8 | 
|                      |  |                          |       |      |   |         |  |   |       | 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This data is a non-GAAP
  financial measure within the meaning of Regulation G promulgated by the
  Securities and Exchange Commission. Included in Item 7. Reconciliation of Non-GAAP Financial Measures 2003
  is a reconciliation of statement of operations data for the full year 2003 to
  the Predecessor Company and Successor Company statements of operations for
  the periods ended November 10, 2003 and December 31, 2003, respectively.
  Management believes that this information is the most relevant and useful
  information for making comparisons to the periods ended December 31, 2004 and
  2005.

Manufacturing Segment

The
manufacturing segment provides a broad range of engineered components, wiring
products 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:

| |   |                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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,
  mechanical roller tappets and other hardened/machined components;                                                                                         
| |  | 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 personal water crafts;
| |  | computer-aided and mechanical vehicle and component
  testing services for the transportation industry; and                                                                                                                                                                                                                                                    
| |  | 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 engines which
power cars, light trucks and sport utility vehicles. Over the last several
years, the Company has benefited from the design transition of overhead valve
engines to overhead cam engines providing a strong position with which to
participate in the industrys latest efforts to improve fuel efficiency and
power. Increased design use of additional valves per cylinder to improve
fuel/air throughput have resulted in volume growth on specific engine
applications. The majority of the Companys valve-train production is sold to
U.S. automobile manufacturers and their Tier 1 suppliers. The Company has
recently established assembly operations, on a contract basis, in Germany in
order to support its European growth.

-3-

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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. The Company continues to
benefit from increasing electrical content in vehicles manufactured by OEMs.

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, and crash
and variation simulation analyses, 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 2005.

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:

| |   |                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| |  | household appliances, such as refrigerators,
  freezers, dishwashers, washing machines, dryers, ovens, ranges and air
  conditioners;
| |  | electronic office equipment, including copiers and
  printers; and                                                                   
| |  | various electronic products, such as medical
  equipment, ATM machines and water treatment equipment.                                

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 operates manufacturing
facilities in Canada, Mexico and India and also sources certain finished
products from lower cost third party manufacturers in Asia. Many of these
facilities produce wire and cable assemblies for both the appliance and
electronic market as well as the automotive market. As a result of the
acquisition of the Reynosa Mexico operation in June 2004 and the establishment
of a long-term supply agreement, Whirlpool accounted for approximately 20
percent of the Companys revenues in 2005. The Company believes the addition of
the Reynosa facility and the Companys recently established facility in India
have substantially improved the Companys competitive position in this market.

Industrial.
For the industrial market, the Company manufactures:

| |   |                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------
| |  | custom-designed wire harness and power cord systems
  for power tools, motors, pumps and other industrial products; and
| |  | wire and cable for industrial markets, the
  commercial and residential construction industries                        

-4-

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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.

The
Company is currently concluding its previously announced disposition of its
Stouffville, Canada industrial wire plant, and anticipates, if successful,
closing in the second quarter of 2006.

Performance Chemicals Segment

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

Environmental.With a network of 35 water treatment chemical plants 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 are designed to address the important environmental issues
confronting its customers. These value-added products 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.

Pharmaceutical
and Personal Care. The Company is a leading supplier of the
active chemical ingredients used in the manufacture of antiperspirants, and
also supplies active ingredients used in prescription pharmaceuticals,
nutritional supplements, veterinary health products and other personal care
products. The customer base includes many of the worlds leading personal care
companies, and the Company is favorably positioned with both North American and
European sourcing capabilities.

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s
products include:

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| |   |                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | alum and polymer-based enhanced coagulants used in
  paper manufacturing to impart water resistance;                                                                
| |  | sodium nitrite, primarily used as a reactant in the
  manufacture of dyes, pigments and rubber processing chemicals;                                                
| |  | sulfuric acid, which is used in the manufacture of
  titanium pigments, fertilizers, synthetic fibers, steel, petroleum and paper,
  as well as many other products.

Competition

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, INA, Timken, Yazaki and captive OEMs. In
the appliance and electronic and industrial markets, the Company competes with
Copperfield, General Cable, International Wire, Molex, Nexans and Viasystems,
among others.

Although
the Companys performance chemicals 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 BK Giulini Corp. and Summit
Research Labs as well as the captive production facilities of certain personal
care companies. The Companys competitors in the environmental market include
the refineries that perform their own sulfuric acid regeneration, as well as DuPont,
Marsulex, Peak, 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, Kemiron Companies Inc., U.S.
Aluminates and other regional players in the water treatment market.
Competitors in the technology market include Air Products, Honeywell Electronic
Materials and Tyco/Mallinckrodt-Baker. Competitors in the chemical processing
market include BASF, Norfalco LLC, Rhodia, U.S. Salt and Chemtrade Logistics.

Suppliers;
Availability of Raw Materials

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

The
Company purchases raw materials from a number of suppliers and, in most cases,
believes that alternative sources are available to fulfill its needs. A number
of the raw materials the Company will purchase are subject to cyclical price
movements. Over the past twelve months, commodity prices, in general, have
trended upward, in some cases significantly. While steel prices have some what
moderated over the last twelve months they continue at historical highs and
copper prices continue to increase at cyclically high levels. In the
performance chemicals segment, the Company is able to pass through all or a
portion of raw material price increases, but often on a lagged basis. While the
Company has been able to pass through a significant portion of copper raw
material price increases, it has had limited success in doing so with steel
cost increases in its automotive business. The Company continues its efforts to

-6-

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ensure it has sufficient access to required raw
materials at competitive prices and to pass along raw material price increases
where possible.

Sales
and Distribution

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

Seasonality;
Backlogs

The
business of the manufacturing segment is generally not seasonal. Within the
performance chemicals segment, the environmental 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 chemicals 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, Mexico, India and other countries. The Company believes that
it is in substantial compliance with such laws and regulations. However, as a
result of its operations, the Company is involved from time to time in
administrative and judicial proceedings and inquiries relating to environmental
matters. Based on information available at this time with respect to potential liability
involving these facilities, the Company believes that any such liability will
not have a material adverse effect on its financial condition, cash flows or
results of operations. However, modifications of existing laws and regulations
or the adoption of new laws and regulations in the future, particularly with
respect to environmental and safety standards, could require the Company to
make expenditures which may be material or otherwise adversely impact the
Companys operations.

The
Company maintains a program to manage its facilities compliance with
environmental laws and regulations. Expenditures for 2005 approximated $9
million (of which approximately $2 million represented capital expenditures and
approximately $7 million related to ongoing operations and the management and
remediation of potential environmental contamination from prior operations).
Expenditures for 2004 approximated $14 million (of which approximately $4
million represented capital expenditures and approximately $10 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). The Company expects

-7-

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expenditures similar to 2005 levels in 2006. 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 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.
Modifications of existing laws and regulations and discovery of additional or
unknown environmental contamination at any of the Companys current or former
facilities could have a material adverse effect on the Companys financial
condition, cash flows and/or results of operations. In addition, the Company
has received written notice from the Environmental Protection Agency that it
has been identified as a potentially responsible party under CERCLA at two
third-party sites. The Company does not believe that its liability, if any, for
these sites will be material to its results of operations, cash flows or
financial condition.

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

Avtex
Site at Front Royal, Virginia.On March 22, 1990, the
Environmental Protection Agency (the EPA) issued to the Company a Notice of
Potential Liability pursuant to Section 107(a) of CERCLA with respect to a site located in Front Royal, Virginia, owned at
the time by Avtex Fibers Front Royal, Inc., (Avtex) which filed for
bankruptcy. A sulfuric acid plant adjacent to the main Avtex site was
previously owned and operated by the Company. The Company reacquired the
sulfuric acid plant site through the bankruptcy in order to control the
required investigation and, if necessary, remediation. On September 30, 1998,
the EPA issued an administrative order under Section 106 of CERCLA, which
requires the Company, through its predecessor, AlliedSignal Inc. (now Honeywell
Inc.) 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 Company investigated
potential soil and groundwater contamination and decommissioned the site. As a
result of the Companys bankruptcy filing, the Company entered into an
agreement with Honeywell, the previous owner and operator, whereby Honeywell
agreed to take back all environmental liability at the site, past, present and
future, and took back ownership of the site. Although the EPA refused to
formally drop the Company from the administrative order, the EPA signed a
letter acknowledging Honeywells agreement to be responsible for all liability
at the site and agreed to seek recourse against Honeywell for such liability
and only look to the Company in the event of a default by Honeywell. The
Company believes that there is a strong likelihood that no further costs will
be incurred at this site.

Delaware
Valley Facility.On September 7, 2000, the EPA 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 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. Over the past four years,

-8-

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the Company has been working cooperatively with the
EPA and Honeywell, a prior owner of the Facility and current owner of a plant
adjacent to the Facility, to implement the actions required under the IAO. The
Company conducted the first investigatory steps required by the IAO, the
evaluation of potential soil and groundwater contamination, in both the North
Plant (the area of the facility north of US Route 18) and the South Plant (the
area south of US Route 18) that borders the Delaware River. As a result of the
Companys bankruptcy filing, the Company entered into an agreement with
Honeywell dated April 30, 2004 to take back all environmental liability at the
North Plant, past, present and future, as well as ownership of the North Plant.
In addition, Honeywell took responsibility for the cost to address groundwater
contamination at the South Plant. The Company remains responsible only for soil
contamination at the South Plant. Although the EPA refused to formally drop the
Company from the IAO, the EPA has agreed to sign a letter acknowledging
Honeywells agreement to be responsible for all liability at the North Plant
and for groundwater contamination at the South Plant and to seek recourse
against Honeywell for those liabilities and only look to the Company in the
event of a default by Honeywell. The remaining requirements of the IAO will be
performed over the course of the next several years. The Company closed the
South Plant operations of its Delaware Valley facility on November 10, 2003.
This closure resulted in an expansion of the investigation to be performed
under the IAO. Depending on the results of that additional investigation,
additional remedial activity may be required for soils in the South Plant. The
Company has provided for the estimated costs of $2.2 million for compliance
with the IAO in its accrual for environmental liabilities. As such, the Company
believes that compliance with the IAO will not have a material effect on its
results of operations or financial condition.

Employees/Labor
Relations

At
December 31, 2005, the Company had approximately 6,500 employees, of whom
approximately 985 were full-time salaried employees, approximately 3,730 were
full-time hourly employees (represented by 11 different unions) and
approximately 1,785 were hourly employees working in nonunion facilities.

The
Companys union contracts have durations, which vary from two to four years.
The Companys relationships with its 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.

William
E. Redmond, Jr., 46, President and Chief Executive Officer of the Company since
May, 2005 and a Director of the Company since November 2003. Since 2005, Mr. Redmond has served as Chairman
and a Director of Maxim Crane Works and as Chairman and a Director of Citation
Corporation. From 1996 until 2003, Mr. Redmond held the position of
Chairman, President and Chief Executive Officer of Garden Way Incorporated.

John
Cowen, 55, Vice President and General Manager  Noma Industrial since October
2004. From 2001 to 2004, Mr. Cowen was self-employed as a management
consultant. From 1986 to 2001, Mr. Cowen held several executive management
positions with Noma including roles in finance, sales & marketing, and
general management.

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George
G. Gilbert, 57, Vice President and General Manager  Valve Train Group since
2001. From 1997 to 2001, Mr. Gilbert held the position of Vice President
Technical Services/Strategic Development, for Simpson Industries.

Douglas
J. Grierson, 41, Vice President and Controller since April 2005. Mr. Grierson
served as Director of Accounting and Assistant Controller from June 1999 to
April 2005.

Andrew
P. Hines, 66, Vice President and Chief Financial Officer, since October 2005.
From June 2000, until October 2005, Mr. Hines was a principal of Hines and
Associates, a strategic and financial consulting firm. From October 2000 to
October 2001, Mr. Hines was Executive Vice President and Chief Financial
Officer of Ardent Communications, Inc. From October 1997 to June 2000, Mr.
Hines was Executive Vice President and Chief Financial Officer, and then Executive
Vice President, Strategic Planning and Business Development of Outboard Marine
Corporation.

James
  Imbriaco, 55, Vice President, General Counsel and Secretary since July 2005.
  From May 2004 to June 2005, Mr. Imbriaco held the position of Consulting Corporate
  Counsel with Bowne & Co., Inc. From October 2000 to August 2003, Mr. Imbriaco
  held the position of Vice President, General Counsel and Secretary with Agency.com,
  Ltd. From June 1997 until September 2000, Mr. Imbriaco served as Deputy General
  Counsel of The Times Mirror Company.

Robert
D. Novo, 48, Vice President of Human Resources and Environmental Health and
Safety since August 2004. Mr. Novo served as the Vice President of Human
Resources from July 2003 to August 2004. Prior to July 2003, Mr. Novo held
various senior level human resource positions with Honeywell International
since 1995.

Thomas
B. Testa, 44, Vice President and General Manager  Performance Chemicals Group
since August 2004. From April 2002 to August 2004, Mr. Testa served as Vice
President  Operations for the Performance Chemicals Group. He previously
served as General Manager of the Electronic Chemicals business group from
October 1997 to April 2002.

Maximo
Vargas, 49, Vice President and General Manager, Noma Wire Harness business,
since October 19, 2005. From September 2000 until October 2005, Mr. Vargas had
been employed by Visteon Corporation, where he most recently was Director of
the companys Technical Center in Chihuahua, Mexico. From 1999 until 2000, Mr.
Vargas was employed by Lear Corporation as Director of Operations at Juarez,
Mexico.

Corporate
Governance and Internet Address

The
  Company emphasizes the importance of professional business conduct and ethics
  through its corporate governance initiatives. The Companys board of directors
  has adopted a code of business conduct and ethics that applies to all employees,
  directors and officers, including the Companys principal executive officer,
  principal financial officer and principal accounting officer. The Companys
  board of directors consists of a majority of independent directors.

The
Companys internet address is www.gentek-global.com. The Company makes
available, free of charge through a link on its site, the annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to such reports, if any, as filed with the SEC as soon as reasonably
practicable after such filing. The site also contains the Companys code of
business conduct and ethics and the charters of the audit committee, corporate
governance and nominating committee and

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compensation committee of its board of directors. The
Companys principal executive offices are located at 90 East Halsey Road,
Parsippany, New Jersey 07054, and its telephone number is (973) 515-3221.

Item 1A.
Risk Factors.

The
following is a discussion of certain factors that currently impact or may
impact the Companys business, operating results and/or financial condition. An
investment in the Companys common stock involves a high degree of risk. You
should carefully consider the risks described below before deciding to invest
in its common stock. In assessing these risks, you should also refer to the
other information in this Annual Report on Form 10-K, including the Companys
financial statements and the related notes. Various statements in this Annual
Report on Form 10-K, including some of the following risk factors, constitute
forward-looking statements.

Risks
Related to the Companys Capital Structure

The Company entered into new credit facilities in 2005 which
significantly increased GenTeks leverage. The Companys ability to make
payments on its debt will be contingent on GenTeks future operating
performance which will depend on a number of factors that are outside of its
control.

On
  February 28, 2005, GenTek closed on a secured financing consisting of $370 million
  of term loans and a $60 million revolving credit facility (the Credit
  Facilities). The term loans include a $235 million first lien loan due
  in February 2011 with an interest rate of LIBOR plus 2.75 percent or base rate
  plus 1.75 percent, subject to a rate reduction of 0.25 percent if such term
  loan is rated B1 or better by Moodys Investor Services, Inc. and a $135
  million second lien loan due February 2012 with an interest rate of LIBOR plus
  5.75 percent or base rate plus 4.75 percent. The $60 million revolving credit facility
  matures in February 2010 and carries an interest rate of LIBOR plus 2.75 percent or
  base rate plus 1.75 percent, subject to rate reductions under a pricing grid if the
  Companys leverage ratio decreases. The Company used approximately $311
  million, which is net of $2 million of dividends remaining to be paid, of the
  financing proceeds to pay a special dividend and $35 million of the proceeds
  to pre-fund certain defined benefit pension obligations. The remainder of the
  proceeds were used to pay transaction fees, to refinance existing debt and for
  general corporate purposes.

The
Companys debt service obligations with respect to the Credit Facilities are
estimated to be approximately $32 million to $33 million in 2006, including
approximately $2 million of principal repayments. This debt service may have an
adverse impact on the Companys earnings and cash flow, which could in turn
negatively impact GenTeks stock price.

The
Companys ability to make principal and interest payments on its bank debt is
contingent on its future operating performance, which will depend on a number
of factors, many of which are outside of its control. The degree to which
GenTek is leveraged could have other important negative consequences, including
the following:

| |   |                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Company must dedicate a substantial portion of
  its cash flows from operations to the payment of its indebtedness, reducing
  the funds available for future working capital requirements, capital
  expenditures, acquisitions or other general corporate requirements;
| |  | a significant portion of its borrowings are, and
  will continue to be, at variable rates of interest, which may result in
  higher interest expense in the event of increases in interest rates;                                                                            

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| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Company may be more vulnerable to a downturn in
  the industries in which it operates or a downturn in the economy in general;                                                              
| |  | the Company may be limited in its flexibility to
  plan for, or react to, changes in its businesses and the industries in which
  it operates;                                                  
| |  | the Company may be placed at a competitive
  disadvantage compared to its competitors that have less debt;                                                                                      
| |  | the Company may be limited in its ability to react
  to unforeseen increases in certain costs and obligations arising in its
  businesses, including environmental, pension and tax liabilities;
| |  | the Company may determine it to be necessary to
  dispose of certain assets or one or more of its businesses to reduce its
  debt; and                                                          
| |  | the Companys ability to borrow additional funds may
  be limited.                                                                                                                              

The Company
can provide no assurance that its businesses will generate sufficient cash flow
from operations or that future borrowings will be available in amounts
sufficient to enable the Company to pay its indebtedness or to fund its other
liquidity needs. Moreover, the Company may need to refinance all or a portion
of its indebtedness on or before maturity. In such a case, the Company cannot
make assurances that it will be able to refinance any of its indebtedness on
commercially reasonable terms or at all. If the Company is unable to make
scheduled debt payments or comply with the other provisions of its debt
instruments, the Companys various lenders may be permitted under certain
circumstances to accelerate the maturity of the indebtedness owed to them and
exercise other remedies provided for in those instruments and under applicable
law.

The Company is subject to restrictive debt covenants
pursuant to its indebtedness. These covenants may restrict its ability to
finance its business and, if the Company does not comply with the covenants or
otherwise default under them, the Company may not have the funds necessary to
pay all amounts that could become due and the lenders could foreclose on
substantially all of its assets.

The
Credit Facilities, among other things, significantly restricts and, in some
cases, effectively eliminates the Companys ability and the ability of most of
its subsidiaries to:

| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | incur additional debt;                                                                
| |  | create or incur liens;                                                                
| |  | pay dividends or make other equity distributions to
  the Companys shareholders;     
| |  | purchase or redeem share capital;                                                     
| |  | make investments;                                                                     
| |  | sell assets;                                                                          
| |  | issue or sell share capital of certain subsidiaries;                                  
| |  | engage in transactions with affiliates;                                               
| |  | issue or become liable on a guarantee;                                                
| |  | voluntarily prepay, repurchase or redeem debt;                                        
| |  | create or acquire new subsidiaries; and                                               
| |  | effect a merger or consolidation of, or sell all or
  substantially all of its assets.

In addition, under the Credit Facilities, the Company
and its subsidiaries must comply with certain financial covenants. In the event
the Company was to fail to meet any of such covenants and were unable to cure
such breach or otherwise renegotiate such covenants, the lenders under those
facilities would have significant rights to deny future access to liquidity
and/or seize control of substantially all of its assets. The material financial
covenants with which the Company must comply include total leverage, total
interest coverage, and maximum capital expenditures.

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The
covenants contained in the Companys Credit Facilities and any credit agreement
governing future debt may significantly restrict its future operations.
Furthermore, upon the occurrence of any event of default under its Credit
Facilities or the agreements governing any other debt of its subsidiaries, the
lenders could elect to declare all amounts outstanding under such Credit
Facilities or agreements, together with accrued interest, to be immediately due
and payable. If those lenders were to accelerate the payment of those amounts,
the Company cannot assure you that its assets and the assets of its
subsidiaries would be sufficient to repay those amounts in full.

The
Company is also subject to interest rate risk due to its indebtedness at
variable interest rates. Its Credit Facilities bear interest at variable rates
based on a base rate or LIBOR plus an applicable margin. The Company cannot
assure you that shifts in interest rates will not have a material adverse
effect on it.

The Company may be required to prepay its indebtedness prior
to its stated maturity, which may limit its ability to pursue business opportunities.

Pursuant
to the terms of the Companys Credit Facilities, in certain instances it is
required to prepay outstanding indebtedness prior to its stated maturity date,
even if it is otherwise in compliance with the covenants contained in the
Credit Facilities. Specifically, a portion of excess cash flow, as defined in
the Credit Facilities, and certain non-recurring cash inflows such as proceeds
from asset sales, insurance recoveries, and equity offerings must be used to
pay down indebtedness and may not be reborrowed. These prepayment provisions
may limit the Companys ability to utilize this excess cash flow to pursue
business opportunities.

The Companys business is capital intensive. It cannot
assure you that it will have sufficient liquidity to fund its working capital
and capital expenditures and to meet its obligations under existing debt
instruments.

The
Companys business is capital intensive and it cannot be certain that it will
achieve sufficient cash flow in the future. Failure to maintain profitability
and generate sufficient cash flow could diminish its ability to sustain
operations, meet financial covenants, obtain additional required funds and make
required payments on any indebtedness it may have incurred or may incur in the
future. If the Company does not comply with the covenants in its Credit
Facilities or otherwise default under them, it may not have access to
borrowings under its $60 million revolving credit facility or the funds
necessary to pay amounts that become due.

Although
the Company believes that its current levels of cash and cash equivalents,
along with available borrowings on its revolving credit facility, will be
sufficient for its cash requirements during the next twelve months, it is possible
that these sources of cash will be insufficient, resulting in the Company
having to raise additional funds for liquidity. There can be no assurance the
Company will have access to additional funding should the need arise.

The Company is a holding company that is dependent upon cash
flow from its subsidiaries to meet its financial obligations; its ability to
access that cash flow may be limited in some circumstances.

The
Company is a holding company with no independent operations or significant
operating assets other than its investments in, and advances to, its
subsidiaries. The Company depends upon the receipt of sufficient funds from its
subsidiaries through its centralized cash management system from its domestic
subsidiaries and through dividends, loans or other distributions from its
foreign subsidiaries to

-13-

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meet its financial obligations. In addition, the terms
of the Company and its subsidiaries existing indebtedness under the Credit
Facilities, and the laws of the jurisdictions under which it and its subsidiaries are organized, limit the
payment of dividends, loan repayments and other distributions by its
subsidiaries to the Company under some circumstances. Any indebtedness that it,
or its subsidiaries, may incur in the future may contain similar restrictions.
Further, certain of its subsidiaries have their own indebtedness for which they
are responsible which may limit their ability to distribute cash to the Company.

Risks Related to the Companys Operations

The industries in which the Company operates are highly
competitive. This competition may prevent it from raising prices at the same
pace as its costs increase, making it difficult for the Company to maintain
existing business and win new business.

The
Company faces significant competition in most of its businesses. Certain of its
competitors have large market shares and substantially greater financial and
technical resources than it does. The Company may be required to reduce prices
if its competitors reduce prices, or as a result of any other downward pressure
on prices for its products and services, which could have an adverse effect on
the Company.

In
each of its business segments, the Company operates in competitive markets. Its
manufacturing segment competes with numerous international and North American
companies, including various captive operations of automotive original
equipment manufacturers (OEMs) and Tier 1 suppliers to automotive
manufacturers. Competition in the manufacturing segments markets is based on a
number of factors, including design and engineering capabilities, price,
quality and the ability to meet customer delivery requirements. Due to the
level of competition, its customers have regularly requested price decreases
and maintaining or raising prices has been difficult over the past several
years and will likely continue to be so in the near future. Most of the markets
in which its performance chemicals segment does business are highly
competitive, with competitors typically segregated by end market. Competition
in the performance chemicals segments markets is based on a number of factors,
including price, freight economics, product quality and technical support. If
the Company is unable to compete successfully, its financial condition and
results of operations could be adversely affected.

The industries the Company competes in are subject to
economic downturns.

An
economic downturn in the automotive industry as a whole or other events (e.g.,
labor disruptions) resulting in significantly reduced operations at any of
DaimlerChrysler, Ford or General Motors, or at certain of its manufacturing
plants, could have a material adverse impact on the results of its
manufacturing segment. In addition, in the appliance and electronic and
industrial markets, risks include softening of appliance demand, loss of market
share by its major customers, continued price pressure from major customers and
continued competition from lower-cost Asian sources. For the Companys
performance chemicals business, weakness in the pulp and paper, electronics or
chemical processing industries could have an adverse effect on its results of
operations.

The Company may experience increased costs and production
delays if suppliers fail to deliver materials to the Company or if prices
increase for raw materials and other goods and services that it purchases from
third parties.

The Company purchases raw materials from a number of
domestic and foreign suppliers. Although it believes that the raw materials it
requires will be available in sufficient supply on a

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competitive basis for the foreseeable future,
continued increases in the cost of raw materials, including energy and other
inputs used to make the Companys products, could affect future sales volumes,
prices and margins for its products. If a supplier should cease to deliver
goods or services to the Company, it would probably find other sources,
however, such a disruption could result in added cost and manufacturing delays.
In addition, political instability, war, terrorism and other disruptions to
international transit routes control could adversely impact its ability to
obtain key raw materials in a timely fashion, or at all.

The Companys revenues are dependent on the continued
operation of its manufacturing facilities, and breakdowns or other problems in
its operations could adversely affect its results of operations.

The
Companys revenues are dependent on the continued operation of its various
manufacturing facilities. In particular, the operation of chemical
manufacturing plants involves many risks, including the breakdown, failure or
substandard performance of equipment, natural disasters, acts of terrorism,
power outages, the need to comply with directives of government agencies, and dependence
on the ability of railroads and other shippers to transport raw materials and
finished products in a timely manner. The occurrence of material operational
problems, including but not limited to the foregoing events, at one or more of
the Companys facilities could have a material adverse effect on its results of
operations or financial condition. Certain facilities within each of its
business segments account for a significant share of its profits. Disruption to
operations at one of these facilities could have a material adverse impact on
segment financial performance and its overall financial condition. In addition,
in certain circumstances the Company could also be materially affected by a
disruption or closure of a customers plant or facility to which it supplies
its products.

A significant portion of the Companys revenue and operating
income from its manufacturing segment has been, and is expected to continue to
be, concentrated in a small number of customers.

The
Company derives and is expected to continue to derive significant portions of
its revenues and operating income from sales of products to Ford,
DaimlerChrysler and Whirlpool in its manufacturing segment. As a result, the
loss of, or reduced demand from any of these customers could adversely effect
the Companys revenues and operating income.

The Company is subject to risks relating to its foreign
operations.

The
Company has significant manufacturing activities outside of the U.S., primarily
located in Mexico, Canada and India. These international operations subject it
to a number of risks such as: currency exchange rate fluctuations; foreign
economic conditions; trade barriers; exchange controls; national and regional
labor strikes; political instability; risks of increases in duties; taxes;
governmental royalties; war; and changes in laws and policies governing
operations of foreign-based companies. The occurrence of any one or a
combination of these factors may increase its costs or have other negative
effects on it.

Material changes in pension and other post-retirement
benefit costs may occur in the future. In addition, investment returns on
pension assets may be lower than assumed, which could result in larger cash
funding requirements for the Companys pension plans, which could have an
adverse impact on it.

The Company
maintains several defined benefit pension plans covering certain employees in
Canada and the United States. It records pension and post-retirement benefit
costs in amounts developed from actuarial valuations. Inherent in these
valuations are key assumptions including the discount rate

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and expected long-term rate of return on plan assets.
Material changes in pension and other post-retirement benefit costs may occur
in the future due to changes in these assumptions, differences between actual
experience and the assumptions used, and changes in the benefit plans. Amounts
it pays are also dependent upon interest rates. Due to current interest rates
and investment returns, some of its plans are underfunded. The Company is
required to rectify this underfunding in accordance with federal guidelines.
The Company expects to be required to make substantial cash contributions
beginning in 2008 and continuing beyond such time. Moreover, if investment
returns on pension assets are lower than assumed, it may have substantially
larger cash funding requirements for its pension plans, which may have a
material adverse impact on its liquidity. In addition, changes in federal laws
relating to the funding of pension plans may have a material adverse impact on
its liquidity.

The Companys principal businesses are subject to government
regulation, including environmental regulation, and changes in current
regulations may adversely affect it.

The
Companys principal business activities are regulated and supervised by various
governmental bodies. Changes in laws, regulations or governmental policy or the
interpretations of those laws or regulations affecting its activities and those
of its competitors could have a material adverse effect on it.

For
example, 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, Mexico, India and other countries. The Company
believes that it is in substantial compliance with such laws and regulations.
However, as a result of its operations, from time to time it is involved in
administrative and judicial proceedings and inquiries relating to environmental
matters. Based on information available to it at this time with respect to
potential liability involving these facilities, the Company believes that any
such liability will not have a material adverse effect on its financial
condition, cash flows or results of operations. However, modifications to
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 it to make expenditures which may be material or may otherwise
adversely impact its operations.

The production of chemicals is associated with a variety of
hazards which could create significant liabilities or cause the Companys
facilities to suspend its operations.

The
Companys operations are subject to various hazards incident to the production
of chemicals, including the use, handling, processing, storage and
transportation of certain hazardous materials. These hazards, which include the
risk of explosions, fires and chemical spills or releases, can cause personal
injury and loss of life, severe damage to and destruction of property and
equipment, environmental damage, suspension of operations and potentially
subject us to lawsuits relating to personal injury and property damages. Any
such event or circumstance could have a material adverse effect on its results
of operations or financial condition.

The
Companys facilities have been operated for many years by it or prior owners
and operators, and adverse environmental conditions of which it is not aware
may exist. The discovery of additional or unknown environmental contamination
at any of its current or former facilities, could have a material adverse
effect on its financial condition, cash flows and/or results of operations.

The seasonal nature of the environmental business could
increase the Companys costs or have other negative effects.

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Within
its performance chemicals segment, the environmental business has higher
volumes in the second and third quarters of the year, owing to higher spring
and summer demand for sulfuric acid regeneration services from gasoline
refinery customers to meet peak summer driving season demand and higher spring
and summer demand from water treatment chemical customers to manage seasonally
high and low water conditions. The degree of seasonal peaks and declines in the
volumes of its environmental business could increase its costs, negatively
impact its manufacturing efficiency, or have other negative effects on its
operations or financial performance.

The Company may not be able to obtain insurance at its
historical rates and its insurance coverage may not cover all claims and
losses.

The
Company maintains insurance coverage on its properties, machines, supplies and
other elements integral to its business and against certain third party
litigation, environmental matters and similar events. Due to recent changes in
market conditions in the insurance industry and other factors, the Company may
not be able to secure insurance at a similar cost to what it may have
previously paid, if at all. In addition, there are certain types of losses,
generally of a catastrophic nature, such as earthquakes, floods, hurricanes,
terrorism or acts of war, that may be uninsurable or not economically
insurable. Inflation, changes in building codes and ordinances, environmental
considerations, and other factors, including terrorism or acts of war, also may
make insurance proceeds insufficient to repair or replace a property if it is
damaged or destroyed.

The Company is dependent upon many critical systems and
processes, many of which are dependent upon hardware that is concentrated in a
limited number of locations. If a catastrophe were to occur at one or more of
those locations, it could have a material adverse effect on its business.

The
business is dependent on certain critical systems, which support various
aspects of its operations, from its computer network to its billing and
customer service systems. The hardware supporting a large number of such
systems is housed in a small number of locations. If one or more of these
locations were to be subject to fire, natural disaster, terrorism, power loss,
or other catastrophe, it could have a material adverse effect on its business.
While the Company believes that it maintains reasonable disaster recovery
programs, there can be no assurance that, despite these efforts, any disaster
recovery, security and service continuity protection measures it may have or
may take in the future will be sufficient.

In
addition, computer viruses, electronic break-ins or other similar disruptive
technological problems could also adversely affect its operations. The
Companys insurance policies may not adequately compensate it for any losses
that may occur due to any failures or interruptions in its computer systems.

Risks
Related to The Companys Common Stock

The market price of the Companys common stock is subject to
volatility.

The
market price of the Companys common stock could be subject to wide
fluctuations in response to numerous factors, many of which are beyond its
control. These factors include, among other things, actual or anticipated
variations in its operating results and cash flow, the nature and content of
its earnings releases and its competitors earnings releases, announcements of
technological innovations that impact its products, customers, competitors or
markets, changes in financial estimates by securities analysts, business
conditions in its markets and the general state of the securities markets and
the market for similar stocks, changes in capital markets that affect the
perceived availability of capital to companies

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in its industries, governmental legislation or
regulation, as well as general economic and market conditions, such as recessions.

Sales
of large amounts of the Companys common stock, or the perception that large
sales could occur, may cause volatility in its stock price. In connection with
GenTeks emergence from bankruptcy protection on November 10, 2003, the Company
issued an aggregate of 10,000,000 shares of its common stock to former holders
of its debt securities and other claimants. This relatively small float of
shares available for purchase/sale may result in share price volatility in
cases where an investor seeks, or is perceived to be seeking, to acquire or
divest a large block of shares in the public market.

The exercise of the Companys Tranche B and Tranche C
warrants could create substantial dilution, or there may be other events which
would have a dilutive effect on its common stock.

The
Company currently has options and warrants outstanding covering the purchase of
approximately 3 million shares of common stock. If options or warrants to
purchase the Companys common stock are exercised, or other equity interests
are granted under its management and directors incentive plan or under other
plans adopted in the future, such equity interests will have a dilutive effect
on its common stock. Additional shares of its common stock and additional warrants
may be issued pursuant to the plan of reorganization to certain claimants,
subject to the resolution of certain claims. See Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations 
Reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company
cannot predict the effect any such dilution may have on the price of its common
stock.

Item 1B.
Unresolved Staff Comments.

None

Item 2. Properties.

The
Company operates over 60 manufacturing and production facilities located in the
United States, Canada, Mexico and India. The Companys headquarters are located
in Parsippany, New Jersey.

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

| |                                |  |                                            
| | ------------------------------ |  | -------------------------------------------
| | Location                       |  | Use                                        
| |                                |  |                                            
| | Manufacturing Segment          |  |                                            
| | Troy, Michigan(1)              |  | Production Facility and Offices            
| | Westland, Michigan(1)          |  | Production Facility, R&D Center and Offices
| | Weaverville, North Carolina(2) |  | Production Facility                        
| | Toledo, Ohio                   |  | Production Facility                        
| | Defiance, Ohio(2)              |  | Production Facility                        
| | Perrysburg, Ohio(2)            |  | Production Facility                        
| | Mineral Wells, Texas           |  | Production Facility                        
| | Imuris, Mexico                 |  | Production Facility                        
| | Juarez, Mexico(1)              |  | Production Facility                        
| | Reynosa, Mexico(1)             |  | Production Facility                        
| | Concord, Ontario               |  | Production Facility                        
| | Stouffville, Ontario(3)        |  | Production Facility                        
| | Tillsonburg, Ontario(1)        |  | Production Facility                        

-18-

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| |                                 |  |                                           
| | ------------------------------- |  | ------------------------------------------
| | Waterdown, Ontario              |  | Production Facility                       
| | Gandhinagar, India              |  | Production Facility                       
| |                                 |  |                                           
| | Performance Chemicals Segment   |  |                                           
| | Hollister, California(2)        |  | Production Facility and Offices           
| | Pittsburg, California(2)        |  | Production Facility                       
| | Richmond, California(2)         |  | Production Facility                       
| | 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                |  | Production Facility                       
| | Celina, Texas                   |  | Production Facility                       
| | Midlothian, Texas               |  | Production Facility                       
| | Anacortes, Washington           |  | Production Facility                       
| | Thorold, Ontario                |  | Production Facility                       
| | Valleyfield, Quebec             |  | Production Facility                       
| |                                 |  |                                           
| | Offices                         |  |                                           
| | Parsippany, New Jersey(1)       |  | Headquarters                              

---

|    |                                                             
|--- | ------------------------------------------------------------
|(1) | Leased.                                                     
|(2) | Mortgaged as security under the Companys debt
  facilities.
|(3) | Subject to proposed disposition.                            



Item 3. Legal Proceedings.

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

Richmond
Litigation. Prior to October
2002, lawyers claiming to represent more than 47,000 persons filed
approximately 24 lawsuits in several counties in California state court
(Alameda, Contra Costa, San Francisco superior courts), making claims against
General Chemical Corporation and, in some cases, a third party arising out of
May 1, 2001 and/or November 29, 2001 releases of sulfur dioxide and/or sulfur
trioxide from the Companys Richmond, California sulfuric acid facility.

The
first case was filed in 2001 and subsequent cases were filed from March through
July 2002. On May 1, 2002, a class action lawsuit arising out of the same facts
was also filed. The lawsuits claim various damages for alleged injuries,
including, without limitation, claims for personal injury, emotional distress,
medical monitoring, nuisance, loss of consortium and punitive damages. The
Company filed a petition for coordination to consolidate the state court cases
before a single judge. The petition for coordination has now been granted and
follow-on petitions to add additional cases to the coordinated proceedings have
been granted. The state court cases were stayed as a result of the Companys
bankruptcy filing. Approximately 73,000 proofs of claim were submitted in the
bankruptcy proceedings on behalf of the Richmond claimants, seeking damages for
the May 1, 2001 and/or November 29, 2001

-19-

---



releases. A preliminary review of the claimant list
indicated that the claimants included most of the plaintiffs in the state court
cases, plus several thousand duplicates and some additional claimants. In
addition, one class proof of claim was submitted. A motion for class
certification was filed but the motion was later withdrawn subject to being
re-filed in state court. The Company filed a motion to lift the automatic stay
and discharge injunction to allow liquidation of the claims to proceed in
California State Court. That motion was granted upon stipulation of the
parties, and the action is proceeding in California State Court.

On
April 20, 2005 an order was entered substantially granting the Companys motion
to dismiss approximately 36,000 of the original 73,000 proofs of claim. As a
result of further stipulations and orders dismissing an additional 6,000 proofs
of claim, there were approximately 30,000 claims remaining at the time that the
litigation was stayed for settlement purposes (see below). There are
approximately an additional 6,000 claims as to which further dismissal motions
were contemplated at the time the stay went into effect. In addition to the
claims against the Company and others seeking damages allegedly arising from
chemical releases from the Companys Richmond facility in 2001, certain
Richmond claimants also commenced a class action in California State Court
against third parties that the Richmond claimants allege to have received
fraudulent transfers of the Companys assets or aided in such transfers. The
Company believes that the fraudulent transfer claims and causes of action
asserted in the state law complaint are foreclosed by the Companys plan of
reorganization and certain bankruptcy court orders, including the order
confirming the plan of reorganization. Accordingly, the Company filed a motion
with the bankruptcy court, which was heard May 18, 2005, seeking to enforce the
plan of reorganization and bankruptcy court orders to preclude the continued
prosecution of the asserted fraudulent transfer claims. That motion was granted
in significant part in August 2005. On December 16, 2005, the California State
Court granted preliminary approval to the proposed class action settlement
agreement totaling $6,250,000 and resolving all claims asserted in the
litigation. Class notification has been completed. Subject to the terms and
conditions of the preliminarily approved settlement agreement, the hearing for
final court approval of the settlement is scheduled for May 25, 2006. In
connection with the foregoing, the parties also agreed to stay further activity
in the case pending this settlement process, subject to reinstatement of the
litigation in the event the settlement is not consummated. The portion of this
settlement that will be the Companys responsibility has been fully accrued
for.

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 2005.

-20-

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PART
II

|        |                                                                                                                
|------- | ---------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity,
  Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market
Information

The
common stock has been quoted on the NASDAQ National Market since November 23,
2004, the Over the Counter Bulletin Board (OTCBB) from November 11, 2003 until
November 22, 2004, in both cases under the symbol GETI.

The
following table sets forth, for the period indicated, the high and low sale
prices in dollars as quoted on the NASDAQ National Market and the OTCBB, as
applicable, for its common stock.

|                 |  |      |       |     |   |       | 
|---------------- |  | ---- | ----- | --- | - | ----- | 
|                 |  | High |       | Low |  
|                 |  |      |       |     |  
|2005             |  |      |       |     |   |       | 
|First
  Quarter  |  | $    | 51.44 |     | $ | 15.30 | 
|Second Quarter   |  | $    | 16.50 |     | $ | 9.51  | 
|Third Quarter    |  | $    | 15.60 |     | $ | 9.63  | 
|Fourth
  Quarter |  | $    | 18.43 |     | $ | 12.05 | 
|                 |  |      |       |     |   |       | 
|2004             |  |      |       |     |   |       | 
|First
  Quarter  |  | $    | 42.00 |     | $ | 35.00 | 
|Second Quarter   |  | $    | 40.95 |     | $ | 37.40 | 
|Third Quarter    |  | $    | 44.00 |     | $ | 37.05 | 
|Fourth
  Quarter |  | $    | 51.87 |     | $ | 40.05 | 

As
of March 3, 2006, there were 2,484 stockholders of record of the Companys
common stock.

Dividends

The
Company paid a special dividend of $31.00 per share on March 16, 2005. The
Company paid a special dividend of $7.00 per share on December 27, 2004. It
currently intends to retain its earnings for use in the operation and expansion
of its business and for debt service and, therefore, it does not anticipate
paying regular cash dividends in the foreseeable future. Additionally, the Companys
credit facilities directly limit the ability of the Company to pay cash
dividends.

Equity
Compensation Plan Information

The
following table gives information about its existing Common Stock that may be
issued upon the exercise of options, warrants and rights under its 2003
Management and Directors Incentive Plan as of December 31, 2005.

-21-

---



|                                                             |  |                                                                                                             |  |                                                                                           |  |                                                                                                                                                               | 
|------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                             |  | Equity
  Compensation Plan Information                                                                      | 
|                                                             |  |                                                                                                             | 
|Plan
  Category                                              |  | Number
  of Securities
  to be issued upon
  exercise of outstanding
  options, warrants and
  rights
  (a) |  | Weighted
  average
  exercise price of
  outstanding options,
  warrants and rights
  (b) |  | Number
  of Securities
  remaining available for
  future issuance under
  equity compensation plans
  (excluding securities
  reflected in column (a))
  (c) | 
|                                                             |  |                                                                                                             |  |                                                                                           |  |                                                                                                                                                               | 
|Equity
  compensation plans approved by security holders     |  | 0                                                                                                           |  | N/A                                                                                       |  | 0                                                                                                                                                             | 
|                                                             |  |                                                                                                             |  |                                                                                           |  |                                                                                                                                                               | 
|Equity
  compensation plans not approved by security holders |  | 388,783                                                                                                     |  | $11.52                                                                                    |  | 414,388(1)                                                                                                                                                    | 
|                                                             |  |                                                                                                             |  |                                                                                           |  |                                                                                                                                                               | 
|Total                                                        |  | 388,783                                                                                                     |  | $11.52                                                                                    |  | 414,388                                                                                                                                                       | 



---

|    |                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Available for issuance under the 2003 Management and
  Directors Incentive Plan. This plan was approved by the bankruptcy court and
  became effective on November 10, 2003 concurrent with the effective date of
  the plan of reorganization.

2003
Management and Directors Incentive Plan

Pursuant
to the Companys 2003 Management and Directors Incentive Plan, employees and
directors of the Company and its subsidiaries may be granted stock options,
restricted stock, stock appreciation rights, performance share awards, dividend
equivalent rights or any other stock-based awards. The compensation committee
of the Board has the authority to select participants and determine grants of
awards. The maximum number of shares with respect to which any awards may be
granted during a calendar year to any participant is 100,000. Upon a change in
control of the company, unless otherwise determined by the compensation
committee, each outstanding award shall automatically become fully exercisable.
The Board may, at any time, amend or discontinue the plan and the compensation
committee may, at any time, amend or cancel any outstanding award or provide
substitute awards in accordance with the plan, provided that such action does
not adversely affect the participant. The term of the Plan is 10 years.

-22-

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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. In connection with its
emergence from bankruptcy on November 10, 2003, the Company has adopted
fresh-start reporting in accordance with SOP 90-7. Accordingly, the Companys
post-emergence financial statements (Successor) will not be comparable with
its pre-emergence financial statements (Predecessor).

|                                                          |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         |  |   |          |      |   |           |  
|--------------------------------------------------------- |  | ------------------------------------- | ------- | ---------------------------------- | - | ---------------------------------- |  | ---- | --------- | ------------------------ | - | ------- |  | - | -------- | ---- | - | --------- | -
|                                                          |  | Successor                             |         | Predecessor                        |  
|                                                          |  |                                       |         |                                    |  
|                                                          |  | Years Ended December 31,              |         |                                    |   |                                    |  |      |           | Years Ended December 31, |  
|                                                          |  |                                       |         | Period Ended
  December 31,
  2003 |   | Period Ended
  November 10,
  2003 |  |      |          
|                                                          |  | 2005                                  |         | 2004                               |   |                                    |  | 2002 |           | 2001                     |  
|                                                          |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         | 
|                                                          |  | (In thousands, except per share data) |        
|                                                          |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         |  |   |          |      |   |           |  
|Statement
  of Operations Data:                           |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         |  |   |          |      |   |           |  
|Net revenues                                              |  | $                                     | 919,962 |                                    | $ | 831,198                            |  | $    | 93,144    |                          | $ | 668,639 |  | $ | 834,540  |      | $ | 839,382   |  
|Restructuring
  and impairment charges                    |  |                                       | 15,822  |                                    |   | 10,629                             |  |      | 293       |                          |   | 24,480  |  |   |         |      |   | 108,879   |  
|Operating profit
  (loss)                                 |  |                                       | 31,416  |                                    |   | 39,247                             |  |      | 4,876     |                          |   | 20,725  |  |   | 61,742   |      |   | (57,214   | )
|Interest expense                                          |  |                                       | 29,129  |                                    |   | 8,557                              |  |      | 2,453     |                          |   | 900     |  |   | 59,342   |      |   | 73,544    |  
|Income (loss)
  from continuing operations(1)(2)          |  |                                       | 3,299   |                                    |   | 7,400                              |  |      | 1,951     |                          |   | 468,029 |  |   | (101,413 | )    |   | (93,092   | )
|Income (loss)
  from discontinued operations              |  |                                       | (4,121  | )                                  |   | 187,918                            |  |      | (859      | )                        |   | 26,363  |  |   | (98,112  | )    |   | (77,752   | )
|Net income
  (loss)(1)(2)                                 |  | $                                     | (822    | )                                  | $ | 195,318                            |  | $    | 1,092     |                          | $ | 494,392 |  | $ | (360,649 | )(3) | $ | (170,844  | )
|                                                         
|Per
  Share:                                              |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         |  |   |          |      |   |           |  
|Income (loss)
  from continuing operations basic(1)(2)   |  | $                                     | 0.33    |                                    | $ | 0.74                               |  | $    | 0.20      |                          | $ | 18.31   |  | $ | (3.97    | )    | $ | (3.66     | )
|Income (loss)
  from continuing operations diluted(1)(2) |  |                                       | 0.33    |                                    |   | 0.74                               |  |      | 0.20      |                          |   | 18.31   |  |   | (3.97    | )    |   | (3.66     | )
|Net income
  (loss)basic(1)(2)                           |  |                                       | (0.08   | )                                  |   | 19.53                              |  |      | 0.11      |                          |   | 19.34   |  |   | (14.13   | )(3) |   | (6.72     | )
|Net income
  (loss)diluted(1)(2)                         |  |                                       | (0.08   | )                                  |   | 19.48                              |  |      | 0.11      |                          |   | 19.34   |  |   | (14.13   | )(3) |   | (6.72     | )
|Dividends(4)                                              |  |                                       | 31.00   |                                    |   | 7.00                               |  |      |          |                          |   |        |  |   |         |      |   | 0.15      |  
|                                                         
|Balance
  Sheet Data (at end of period):                  |  |                                       |         |                                    |   |                                    |  |      |           |                          |   |         |  |   |          |      |   |           |  
|Total assets                                              |  | $                                     | 757,812 |                                    | $ | 753,626                            |  | $    | 1,066,809 |                          |   |         |  | $ | 956,985  |      | $ | 1,164,843 |  
|Long-term debt
  (including current portion)              |  |                                       | 361,732 |                                    |   | 12,536                             |  |      | 251,188   |                          |   |         |  |   | 922,683  |      |   | 815,548   |  
|Total equity
  (deficit)                                  |  |                                       | 85,375  |                                    |   | 400,427                            |  |      | 278,787   |                          |   |         |  |   | (510,321 | )    |   | (142,337  | )



---

|    |                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes a decrease to the deferred tax asset
  valuation allowance of $98.5 million ($3.85 per share) in 2003, and an
  increase to the deferred tax asset valuation allowance of $97.7 million
  ($3.83 per share) in 2002 to record a valuation allowance for the Companys net
  domestic deferred tax assets.
|(2) | Includes reorganization items of $418.2 million
  ($16.36 per share) of income for the period ended November 10, 2003 and $11.6
  million ($0.46 per share) of expense in 2002.                                                                                                                                   
|(3) | Includes the cumulative effect of a change in
  accounting principle of $161.1 million ($6.31 per share).                                                                                                                                                                                                         
|(4) | During 2005 and 2004, the Company paid a special
  dividends of $31.00 and $7.00 per share, respectively. During the fourth
  quarter of 2001, the Company suspended the payment of regular quarterly
  dividends.                                                                                                

-23-

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|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of
  Financial Condition and Results of Operations.

The
following section should be read in conjunction with the consolidated financial
statements and the notes indicated elsewhere in this Annual Report. This Annual
Report on Form 10-K includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Certain statements, other than
statements of historical facts, included in
this Annual Report may constitute forward-looking statements. Forward-looking
statements are generally identifiable by use of forward-looking terminology
such as may, will, should, potential, intend, expect,
endeavor,
seek, anticipate, estimate, overestimate, underestimate,
believe,
could, project, predict, continue or other similar words or
expressions. The Company has based these forward-looking
statements on its current expectations and projections about future events.
Although the Company believes that its assumptions made in connection with the
forward-looking statements are reasonable, there can be no assurances that
these assumptions and expectations will prove to have been correct. Important
factors that could cause actual results to differ from these expectations are
disclosed in this Annual Report and include various risks, uncertainties and
assumptions. Such factors include, but are not limited to, those set
forth in the section of this annual report captioned Business  Risk Factors.

Managements
Discussion and Analysis of Financial Condition and Results of operations
contains non-GAAP financial measures within the meaning of Regulation G
promulgated by the Securities and Exchange Commission. Included in Item 7.
Reconciliation of Non-GAAP Financial Measures 2003is a reconciliation
statement of operations data for the full year 2003 to the Predecessor Company
and Successor Company statements of operations for the periods ended November
10, 2003 and December 31, 2003, respectively. Management believes that this
information is the most relevant and useful formation for making comparisons to
the periods ended December 31, 2005 and 2004. References to the full year 2003
throughout this Discussion refer to the above-mentioned information.

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.

Dividends
and Recapitalization

On
December 27, 2004, the Company paid a special dividend of $7.00 per common
share, totaling approximately $71 million, which was funded primarily from
excess cash generated from the sale of the Companys KRONE communications
business.

On
February 28, 2005, the Companys board of directors declared a special dividend
of $31.00 per common share, which was paid on March 16, 2005. Also, on February
28, 2005, GenTek closed on a secured financing consisting of $370 million of
term loans and a $60 million revolving credit facility. The Company used
approximately $311 million, which is net of $2 million of dividends remaining
to be paid, of the financing proceeds to pay the special dividend and $35
million of the proceeds to pre-fund certain defined benefit pension
obligations. The remainder of the proceeds were used to pay transaction fees,
to refinance existing debt and for general corporate purposes. In connection
with the closing of the new financing, the Company recorded a charge of
approximately $3 million to write-off deferred financing costs of its existing
debt facility during the first quarter of 2005. The payment of the two special
dividends and the closing on the financing reflect the completion of the
Companys recapitalization plan. The Company believes these actions have
provided substantial value to holders of common stock and established a more
appropriate capital structure for the Company. Prior to the

-24-

---



recapitalization, the Companys balance sheet was
substantially debt-free. By establishing this capital structure, GenTek
believes it has positioned the Company to provide leveraged returns for its shareholders.

Stouffville,
Canada Facility

On
  November 30, 2005 the Company executed a non-binding letter of intent to sell
  its NOMA CableTech business in Stouffville, Canada to Southwire Company of Carrollton,
  Georgia. The operation is dedicated principally to the manufacture and sale
  of industrial building wire in the Canadian market. The business represents
  approximately 12 percent of the Companys 2005 annual revenues and is non-strategic
  to the Companys core businesses. The intended transaction is valued by
  the Company at approximately $33 million, based upon a purchase price estimated
  to be $21 million, subject to normal post closing adjustments, plus an estimated
  $12 million, which the Company expects to generate from the liquidation of certain
  retained assets. The Company has recorded a pre-tax asset impairment of $6.8
  million in the fourth quarter of 2005 due to expected disposition of the assets.
  The parties are currently negotiating the sale, which, if successful, is expected
  to close in the second quarter of 2006. An additional pre-tax loss is expected
  to be recorded upon consummation of the transaction.

Discontinued
Operations

During
the second quarter of 2005, the Company ceased operations of its printing plate
business. The business had become unprofitable as it has experienced severe
competitive pressures over the last several years and has been hurt by a
continued shift in technology in the printing plate market. Accordingly, all
financial information included herein has been reclassified to reflect the
business as discontinued operations.

On
May 18, 2004, the Company sold its KRONE communications business to ADC
Telecommunications, Inc. (ADC). Accordingly, all financial information included
herein has been reclassified to reflect the KRONE communications business as
discontinued operations. Net proceeds from the transaction of approximately
$291 million were used to repay the Companys then-outstanding Senior Term Loan
Agreement in full, and the related loan agreement was terminated. Consummation
of this transaction triggered the contingent redemption feature of the
Companys tranche A warrants. The Company made the required payment of $8.4
million ($7.13 per warrant) on June 30, 2004, and the tranche A warrants expired.

Acquisition

On
June 30, 2004, the Company acquired a wire harness and subassembly
manufacturing operation located in Reynosa, Mexico from Whirlpool Corporation
for $8.4 million. As part of the transaction, the Company entered into a seven
year supply agreement to supply wire harnesses, panel assemblies, copper tubing
and related components to Whirlpools North American appliance production
facilities. The results of operations of the facility have been included in the
financial statements beginning July 1, 2004. The pro forma impact of the
acquisition on financial position, net income and earnings per share for the
pre-acquisition periods is not material. Revenues from the supply agreement
were approximately $163 million for the year ended December 31, 2005 and $80
million for the six month period ended December 31, 2004.

-25-

---



Honeywell
Settlement Agreement

On
April 30, 2004, the Company and Honeywell International Inc. (Honeywell)
entered into a settlement agreement relating to the Companys proposed
rejection in the Companys bankruptcy proceeding of certain executory contracts
dealing with environmental issues at sites formerly owned by Honeywells
predecessor, along with certain other claims made by Honeywell. The settlement agreement
provides, among other things, that the Company will transfer ownership of two
sites to Honeywell in exchange for Honeywell assuming all environmental
liabilities at these sites, along with any groundwater contamination at another
site. In addition, Honeywell agreed to share with the Company the costs of
certain environmental remediation at two other sites that will continue to be
owned by GenTek. The impact of the settlement agreement was to record a
receivable of $6 million, record a recovery asset of approximately $3 million
offset by the approximately $2 million book value of sites to be transferred to
Honeywell, resulting in a net credit to income of $7 million. In addition, the
Company recorded employee termination and facility exit costs of $3 million
relating to one of the sites to be transferred to Honeywell.



Reorganization
under Chapter 11 of the U.S. Bankruptcy Code

On
October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries,
including its Noma Company subsidiary (collectively, the Debtors), filed
voluntary petitions for reorganization relief (the Filing) under Chapter 11
of the United States Bankruptcy Code.

The
Debtors filed for relief under Chapter 11 as a result of the Companys
inability to obtain an amendment to its pre-petition senior credit facility.
The protection afforded by Chapter 11 allowed the Debtors to continue to serve
their customers and preserve the value of their businesses, while they
reorganized and worked to develop and implement a strategic plan to deleverage
the Companys balance sheet and create an improved long-term capital structure.

The
Debtors plan of reorganization (the Plan) was confirmed on October 7, 2003
and became effective in accordance with its terms on November 10, 2003 (the
Effective Date).

Pursuant
  to the provisions of the Plan, in full satisfaction of their allowable claims:
  (i) the holders of existing secured claims under the Companys pre-petition
  credit facility (excluding the tranche in which Noma Company is a borrower to
  the extent such holders were secured by Noma) initially received approximately
  81 percent of the common stock of the reorganized Company (the Reorganized
  Company), $60 million in cash (reduced by certain payments) and $216.5
  million principal amount of senior term notes issued by the Reorganized Company;
  (ii) holders of existing secured claims under the term loan facility to Noma
  Company under the Companys pre-petition credit facility received approximately
  13 percent of the common stock of the Reorganized Company and $33.5 million
  principal amount of senior term notes issued by the Reorganized Company; (iii)
  holders of general unsecured claims and trade vendor claims who elected to receive
  equity in the Reorganized Company on account of their claims received a pro
  rata distribution of up to approximately two percent, in the aggregate, of the
  common stock of the Reorganized Company and warrants to purchase additional
  shares of the common stock of the Reorganized Company; (iv) holders of general
  unsecured claims and trade vendor claims that elected not to receive equity
  of the Reorganized Company received an amount in cash equal to the lesser of
  (A) six percent of each such holders allowed claim or (B) each such holders
  pro rata share of $5 million; (v) holders of unsecured claims relating to the
  Companys existing bonds received approximately four percent of the common
  stock of the Reorganized Company and warrants to purchase additional shares
  of the common stock of the Reorganized Company; (vi) upon the liquidation of
  their

-26-

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disputed claims, holders of California Tort Claims (as
defined in the Plan), to the extent they are determined to hold allowable
claims, will receive the same treatment of any uninsured portion of their
claims (excluding any portion of such claims attributable to noncompensatory
damages) as they would have received had such claims been classified as general
unsecured claims (except that such holders will not be entitled to elect cash
instead of equity); (vii) holders of Pennsylvania Tort Claims (as defined in
the Plan) received, through their class representative, an aggregate
distribution of $120,000 in cash, a note in the principal amount of $675,000,
and a payment from the Debtors insurer; and (viii) holders of claims described
in subsections (i), (iii), (iv), (v) and (vi) above will be entitled to receive
a portion of any amounts recovered by a preference claim litigation trust
created pursuant to the Plan. In addition to the foregoing, pursuant to the
Plan administrative expense claims, priority claims, convenience claims, a
secured claim of the Company against Noma Company in the amount of
approximately $5.7 million and certain other secured claims, were paid in full.
Furthermore, the Plan provided for the cancellation of all then outstanding
shares of common stock of the Company without any distribution to be made to
the holders of such shares.

The
consolidated financial statements have been prepared in accordance with
Statement of Position 90-7 (SOP 90-7), Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, and on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. In connection with its emergence from bankruptcy on November 10, 2003,
the Company has adopted fresh-start reporting in accordance with SOP 90-7.
Accordingly, the Companys post-emergence financial statements (Successor)
will not be comparable with its pre-emergence financial statements
(Predecessor).

Overview

The
Company is a holding company whose subsidiaries manufacture industrial
components and performance chemicals. It operates through two primary business
segments: manufacturing and performance chemicals. Its 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 60 manufacturing and production facilities located primarily in the U.S.,
Canada, Mexico and India. GenTek has no independent operations and, therefore,
is dependent upon cash flow from its subsidiaries to meet its obligations.

Manufacturing

The
  manufacturing segment provides a broad range of engineered components and services
  to three principal markets: automotive, appliance and electronic, and industrial.
  Over the last several years the Companys automotive sales and operating
  profits have been adversely impacted by industry conditions affecting its major
  customers operations. Volume reductions and pricing pressure by auto manufacturers
  and Tier 1 suppliers has resulted in lower volumes and selling prices. Sales
  to the automotive market, which accounted for approximately 41 percent of the
  manufacturing segments revenue in 2005, declined approximately five percent
  during the past year, due in large part to industry issues discussed above.
  The Company expects that sales in this market will fall again in 2006. Sales
  related to the appliance and electronics market have also been negatively impacted
  by similar pricing pressures. Sales to the appliance and electronics market,
  which accounted for approximately 37 percent of the manufacturing segments
  revenues in 2005, however, have increased approximately 45 percent over the
  last year due primarily to the impact of the acquisition of a wire harness sub
  assembly manufacturing facility in Reynosa, Mexico from Whirlpool Corporation
  on June 30, 2004. As part of this transaction, the Company entered into a seven-year
  supply agreement to supply wire harnesses, panel

-27-

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assemblies, copper tubing and related components to
Whirlpools North American appliance production facilities. The gross profit
margins generated on the revenues from this supply agreement are significantly
lower than the gross profit margins generated on the other revenues in this
market. The Company planned to improve gross profit margins on this revenue and
on other products as well, by moving the production of the related products to
its new manufacturing facility in India and by consolidating a portion of its
production from other manufacturing facilities to the facility in Reynosa.
However, the planned execution of this strategy has been delayed due to
operating issues in Mexico, obtaining qualified sources of raw materials for
the India facility and opportunities to improve communications and operations
with Whirlpools manufacturing facilities. Steps have been and continue to be
taken, including changes in Wire Harness senior management, to resolve these
issues so an acceptable level of profitability can be achieved. The Company
anticipates that sales in the appliance and electronics market will increase
moderately in 2006. In response to competitive pressures from offshore
suppliers in the automotive and appliance and electronics markets, the
manufacturing segment has taken aggressive action to improve its cost position.
The Company has closed certain facilities, reduced headcount and other
operating expenses, and outsourced production of certain less complex
components to lower cost, third party manufacturers in Asia. Sales to the
industrial market, which account for approximately 22 percent of the
manufacturing segments revenues, have increased from 15 percent last year
principally due to the impact of the pass through of higher raw material prices
for copper as well as the favorable impact of exchange rate fluctuations. The
proposed disposition of the Stouffville facility, with 2005 revenue of $107
million, represents the largest portion of this business market.

Due
to the Companys dependence on the North American automotive market, production
levels of the automotive OEMs influence the manufacturing segments sales and
profitability. The North American automobile and light truck build rate is
one commonly used indicator of such production levels. More specifically,
though, the production levels of the individual engine programs that it
supplies impact its sales and profitability in the automotive market. The
Companys revenues in this market are also influenced, to a lesser degree, by
the North American class 8 heavy truck build rate. In the appliance and
electronic market, shipments of household appliances are one indicator of
overall industry production levels.

Profitability
in the Companys manufacturing segment can be influenced by a number of
factors, including: production levels at its individual manufacturing
facilities, as well as the volume and consistency of production levels at its
customers manufacturing facilities; demands from its customers to reduce the
prices of its products; the prices it pays for key raw materials and
transportation costs.

Performance
Chemicals

The
  performance chemicals segment provides a broad range of value-added chemical
  products and services to four principal markets: environmental, pharmaceutical
  and personal care, technology and chemical processing. Sales to the environmental
  and chemical processing markets, which account for approximately 67 percent
  of the performance chemicals segments revenues, have increased approximately
  five percent over the last year. This increase is principally due to price increases.
  The Company anticipates that sales to the environmental and chemical processing
  markets will improve modestly in 2006. Sales to the pharmaceutical and personal
  care market, which account for approximately 19 percent of the performance chemicals
  segments revenue, increased by approximately 14 percent over the last
  year. The Company anticipates sales to this market in the year 2006 will be
  flat year over year. Sales to the technology market, which account for approximately
  14 percent of the performance chemicals segments revenues, have remained
  flat year over year. The Company anticipates

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that sales into this market will grow by approximately
4 percent in 2006 due mainly to the emerging recovery in the North American
microelectronics industry. The profitability of its performance chemicals
segment has also been negatively impacted in recent years by cyclically high
raw material prices. While the Company believes that some of this price
pressure will subside in future periods, it cannot be certain of the timing or
magnitude of any such price decreases.

In
the environmental market, its revenues are derived principally from the sale of
sulfuric acid regeneration services to large oil refineries on the West Coast
of the United States and from the sale of water treatment chemicals to
municipalities. In the chemical processing market, its revenues are principally
derived from the sale of water treatment chemicals, sulfuric acid and sodium
nitrite which are used in the manufacture of paper, dyes, pigments, fertilizers
as well as many other products. In the pharmaceutical and personal care market,
GenTeks revenues and profitability are driven by sales of active ingredients
to manufacturers of antiperspirants, with such manufacturers production levels
influenced by antiperspirant market share trends and new product introductions.
The Companys sales in the technology market are influenced by North American
production levels of semiconductor devices.

Profitability
in its performance chemicals segment can be influenced by a number of factors,
including: competitive market conditions; production levels at its individual
manufacturing facilities; energy costs, including the prices of natural gas and
electricity; the prices it pays for its key raw materials, including sulfur,
bauxite, aluminum tri-hydrate and zirconium-based products; and transportation
costs.

Results
of Operations

The
following table sets forth certain line items from its Consolidated Statements
of Operations for the three years ended December 31, 2005 and the corresponding
percentage of net revenues for the relevant periods presented as a percentage
of revenue for the periods indicated. As previously discussed, the Company
emerged from Chapter 11 and adopted fresh start accounting on November 10,
2003. As a result of the application of fresh
start accounting, the Successor Companys financial statements are not
comparable with the Predecessor Companys financial statements.

|                                                    |  |                            |       |      |  |         |   |   |       |   |  |     |   |   |        |   |  |     |  
|--------------------------------------------------- |  | -------------------------- | ----- | ---- |  | ------- | - | - | ----- | - |  | --- | - | - | ------ | - |  | --- | -
|                                                    |  | Years
  Ended December 31, |      
|                                                    |  |                            |      
|                                                    |  | 2005                       |       | 2004 |  | 2003(1) |  
|                                                    |  |                            |       |      |  |         |  
|                                                    |  | (In
  millions)            |      
|Net revenues                                        |  | $                          | 920.0 |      |  | 100     | % | $ | 831.2 |   |  | 100 | % | $ | 761.8  |   |  | 100 | %
|Cost of sales                                       |  |                            | 797.7 |      |  | 87      |   |   | 712.7 |   |  | 86  |   |   | 626.4  |   |  | 82  |  
|Selling, general
  and administrative expense       |  |                            | 74.4  |      |  | 8       |   |   | 82.0  |   |  | 10  |   |   | 85.0   |   |  | 11  |  
|Restructuring
  and impairment charges              |  |                            | 15.8  |      |  | 2       |   |   | 10.6  |   |  | 1   |   |   | 24.8   |   |  | 4   |  
|Pension
  curtailment and settlement (gains) losses |  |                            | 0.6   |      |  |        |   |   | (13.4 | ) |  | (2  | ) |   |       |   |  |    |  
|                                                    |  |                            |       |      |  |         |   |   |       |   |  |     |   |   |        |   |  |     |  
|Operating
profit                                    |  |                            | 31.4  |      |  | 3       |   |   | 39.2  |   |  | 5   |   |   | 25.6   |   |  | 3   |  
|Interest expense                                    |  |                            | 29.1  |      |  | 3       |   |   | 8.6   |   |  | 1   |   |   | 3.4    |   |  |    |  
|Interest income                                     |  |                            | 0.6   |      |  |        |   |   | 0.8   |   |  |    |   |   | 0.4    |   |  |    |  
|Reorganization
  items                              |  |                            |      |      |  |        |   |   |      |   |  |    |   |   | (418.2 | ) |  | (55 | )
|Other (income)
  expense, net                       |  |                            | (2.6  | )    |  |        |   |   | 8.9   |   |  | 1   |   |   | (7.2   | ) |  | (1  | )
|Income tax
  provision (benefit)                    |  |                            | 2.3   |      |  |        |   |   | 15.1  |   |  | 2   |   |   | (22.0  | ) |  | (3  | )
|                                                    |  |                            |       |      |  |         |   |   |       |   |  |     |   |   |        |   |  |     |  
|Income from
  continuing operations                 |  | $                          | 3.3   |      |  |        | % | $ | 7.4   |   |  | 1   | % | $ | 470.0  |   |  | 62  | %
|                                                    |  |                            |       |      |  |         |   |   |       |   |  |     |   |   |        |   |  |     |  

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | This data is a non-GAAP financial measure within the
meaning of Regulation G promulgated by the Securities and Exchange
Commission. Included in Item 7. Reconciliation of Non-GAAP Financial Measures
2003is a reconciliation of statement of operations data for the full year
2003 to the Predecessor Company and Successor Company statements of
operations for the periods ended November 10, 2003 and December 31, 2003,
respectively. Management believes that this information is the most relevant
and useful information for making comparisons to the periods ended December
31, 2004 and 2005.

2005 Compared with 2004

Net
revenues were $920 million for the year 2005 compared with $831 million for the
prior year. This increase was due to higher sales of $71 million in the
manufacturing segment and $18 million in the performance chemicals segment. The
increase in the manufacturing segment is the result of higher sales to the
appliance and electronic and industrial markets, partially offset by a decrease
in sales in the automotive market. The increase in revenues in the appliance
and electronics market is due to the acquisition of a wire and harness
subassembly manufacturing facility, Reynosa, Mexico, from Whirlpool Corporation
on June 30, 2004. As part of this acquisition, the Company entered into a
seven-year supply agreement to supply wire harnesses, panel assemblies, copper
tubing and related components to Whirlpools North American appliance
production facilities. The increase in revenues in the industrial market is
primarily due to the impact of the pass through of higher raw material prices
for copper as well as the favorable impact of exchange rate fluctuations. The
decrease in sales in the automotive market is due to lower sales volumes to the
Companys North American automotive customer base. The increase in the
performance chemicals segment is due to increased environmental and chemical
processing sales and the companys pharmaceutical and personal care product
line partially offset by lost revenues attributable to closed facilities.

Gross
profit was $122 million for the year 2005 as compared with $118 million for
2004. This reflects higher gross profit in performance chemicals and
lower gross profit in manufacturing of $11 million and $7 million,
respectively. The increase in the performance chemicals segment gross profit
includes an insurance recovery related to the Companys closed Delaware Valley
Works South Plant, the increased volumes discussed above, as well as plant cost
savings net of lost revenue due to the closure of the North Plant of the
Delaware Valley Works in January 2005. The decrease in gross profit in the
manufacturing segment is principally due
to the reduction in sales of two major auto parts suppliers, the termination of
two appliance and electronic supply contracts and a contractual price
adjustment required by the Whirlpool supply agreement.

Selling,
general and administrative expense was $74 million for the year ended December
31, 2005 as compared with $82 million in the prior year. This reduction is
primarily attributable to the Companys cost reduction efforts and lower
pension and other postretirement benefits expense, partially offset by a $2
million charge relating to the former Chief Executive Officers separation from
the Company.

Restructuring
  and impairment charges were $16 million for the year ended December 31, 2005
  as compared with charges of $11 million for the prior year ended December 31,
  2004. During 2005, impairment charges of $9 million were recorded relating to
  closed facilities and a facility expected to be sold. Restructuring charges
  recorded in 2005 included $5 million associated with the closure of three production
  facilities, closure of the Companys Southfield, Michigan office and headcount
  reductions and $2 million for continuing costs from activities initiated during
  prior years. The charges recorded in the prior year were associated with the
  closure of four production facilities. The Company expects to substantially
  complete implementation of the current year restructuring actions by the end
  of 2006. Restructuring actions initiated in prior years have been substantially
  completed. The Company will

-30-

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continue to review its operations, and may record
additional restructuring charges to tailor its cost structure to current
economic conditions. The Company expects that the current year restructuring
actions will result in an estimated annual reduction in employee and facility
related expense of approximately $5 million. The Company began to realize these
reductions during 2005.

During
2005, the Company terminated its two defined benefit pension plans relating to
former employees of the Companys personal care chemicals manufacturing
operations in Ireland, which were closed in 2004. As a result of this action, a
settlement loss of $0.6 million was recorded. During 2004, the Company notified
its employees that benefit accruals in defined benefit pension plans covering
domestic salaried and certain hourly employees would be frozen effective April
1, 2004. As a result, a curtailment gain of approximately $13 million was
recognized in 2004.

Operating
  profit was $31 million for the year 2005 as compared with $39 million for the
  prior year. The lower operating profit in 2005 reflects a pension curtailment
  gain in 2004, offset by higher gross margin and lower selling, general and administrative
  expense in 2005.

Interest
expense was $29 million for the year 2005 as compared to $9 million for the
prior year. Interest
expense for the year 2005 consisted principally of interest expense on the
Companys new credit facilities and a charge of $3 million to write-off
deferred financing costs as a result of the recapitalization.

Income
  tax expense for the year 2005 was $2 million as compared to $15 million for
  the year 2004. The principal reason that income tax expense for the year 2004
  was significantly higher than the US federal statutory rate was due to the impact
  of the Companys foreign operations, primarily related to the Companys
  inability to utilize foreign tax credits and the sale of an equity investment.

2004 Compared with 2003

Net
revenues were $831 million for the year 2004 compared with $762 million for the
prior year. This increase was due to higher sales in the manufacturing segment
of $89 million, partially offset by lower sales in the performance chemicals
segment of $19 million. The increase in the manufacturing segment is
principally the result of higher sales to the appliance and electronic and
industrial markets of $71 million and $18 million, respectively. The increase
in revenues in the appliance and electronics market is principally due to the
acquisition of a wire harness and subassembly manufacturing facility from Whirlpool
Corporation on June 30, 2004, partially offset by lower sales to a major
customer as a result of them resourcing their supply to a Far East competitor.
As part of this acquisition, the Company entered into a seven-year supply
agreement to supply wire harnesses, panel assemblies, copper tubing and related
components to Whirlpools North American appliance production facilities.
Revenues related to this supply agreement were approximately $80 million for
the six-month period ended December 31, 2004. The increase in revenues in the
industrial market is primarily due to the impact of the pass through of higher
raw material prices for copper as well as the favorable impact of exchange rate
fluctuations. The decrease in the performance chemicals segment is due to lower
sales in the Companys sulfuric acid and fine chemical product lines of $17
million and $15 million, respectively, reflecting the shutdown of the South
Plant of the Companys Delaware Valley Works and restructuring of the North
American sulfur derivatives business. This decrease was partially offset by
higher sales of $7 million for the Companys water chemical product line, due
principally to the impact of the pass through of higher

-31-

---



raw material prices and higher
sales of the Companys electronic chemical and personal care product lines of
$3 million and $2 million, respectively.

Gross
profit was $118 million for the year 2004 as compared with $135 million for
2003. This decrease reflects lower gross profit in the performance chemicals
and manufacturing segments of $11 million and $6 million, respectively. The
decrease in gross profit in the performance chemicals segment is principally
due to higher environmental costs of $5 million, higher depreciation and
amortization expense of $8 million as a result of fresh start accounting and
the impact of the above-mentioned lower sales in the sulfuric acid and fine
chemical product lines, partially offset by the favorable impact of the
Honeywell settlement of $7 million. The charge for environmental matters is
related to incremental costs associated with the receipt of sampling results
related to a corrective action program at one of the Companys performance
chemicals manufacturing facilities and incremental costs associated with the regulatory
requirements of closing an impoundment unit at another one of the Companys
performance chemicals manufacturing facilities. The decrease in gross profit in
the manufacturing segment is principally due to higher depreciation and
amortization expense of $9 million as a result of fresh start accounting
partially offset by the above-mentioned higher sales in the industrial market.
The increase in revenue due to the Whirlpool supply agreement discussed above
did not have a significant impact on gross profit.

Selling,
general and administrative expense was $82 million for the year 2004, as
compared with $85 million for 2003. This decrease is principally due to lower
management agreement expense, lower salaries and lower pension expense,
partially offset by higher consulting and audit expense. The higher consulting
and audit expense is principally related to efforts to comply with Section 404
of the Sarbanes-Oxley Act of 2002.

Restructuring
and impairment charges were $11 million for the year 2004 as compared with
charges of $25 million for 2003. The charges recorded during 2004 are
associated with the closure of four production facilities. The charge for 2003
was recorded to reduce the carrying value of the fixed assets at the South Plant
of the Companys Delaware Valley Works to estimated fair value, which was
determined based upon a number of factors including an analysis of market
transactions for similar assets.

During
the first quarter of 2004, the Company notified its employees that benefit
accruals in defined benefit pension plans covering domestic salaried and
certain hourly employees would be frozen effective April 1, 2004. As a result,
a curtailment gain of approximately $13 million was recognized during the first
quarter of 2004.

Operating
profit was $39 million for the year 2004 as compared with $26 million for the
prior year. This increase is principally due to the higher level of
restructuring and impairment charges recorded during 2003, the above-mentioned
pension curtailment gain and lower selling, general and administrative expense,
partially offset by the above-mentioned lower gross profit.

Interest
expense was $9 million for the year 2004 as compared to $3 million for the
prior year. Interest expense for the year 2004 consisted principally of
interest expense on the Companys $250 million senior term loan agreement due
November 2008 (Senior Term Loan Agreement) and $125 million revolving credit
facility due November 2008 (Revolving Credit Facility). During 2003 no
interest expense was recorded on the Companys pre-petition senior credit
facility and 11% Senior Subordinated Notes. The Company made adequate
protection payments to its senior creditors prior to its emergence from
bankruptcy, which have been treated for accounting purposes as reductions in
principal.

-32-

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Interest expense for the Companys Senior Term Loan
Agreement and its Revolving Credit Facility was $2 million for the period from
emergence on November 11, 2003 through December 31, 2003. As of December 31,
2004 the Company has repaid its Senior Term Loan Agreement in full.

There
were no reorganization items for the year 2004 as compared with $418 million of
income for 2003. Reorganization items for 2003 include income from the
discharge of indebtedness of $376 million and fresh start accounting
adjustments of $115 million, partially offset by expenses associated with the
Companys reorganization under Chapter 11 of $73 million. Expenses associated
with the Companys reorganization include professional fees, employee retention
costs and write off of unamortized debt issuance costs.

On
September 30, 2004, certain subsidiaries of the Company entered into a share
purchase and transfer agreement under which the Company agreed to sell its 50
percent interest in the PrettlNoma Systems joint venture to Prettl Industrie
Beteiligungs GmbH. The agreement effectively terminates the joint venture,
which supplies panel systems for the appliance industry. As a result, the
Company recorded an impairment to the carrying value of its investment in the
joint venture in other (income) expense of approximately $13 million,
reflecting an other than temporary decline in value in accordance with the
provisions of Accounting Principles Board Opinion No. 18.

Income
tax expense for the year 2004 was $15 million as compared to an income tax
benefit of $22 million for the year 2003. The principal reason that income tax
expense for the year 2004 was significantly higher than the U.S. federal
statutory rate is due to the impact of the Companys foreign operations,
primarily related to the Companys inability to utilize foreign tax credits and
the sale of an equity investment. For the year 2003, the Company recorded
income of $376 million related to the discharge of indebtedness. The Company
recorded tax expense of $57 million on this income, which represented a
non-cash charge related to a reduction in the value of the Companys tax basis
in its assets as required by the Internal Revenue Code. Based upon projections
of the Companys future domestic taxable income, the Company concluded during
the fourth quarter of 2003 that it was more likely than not it would be able to
realize its domestic net deferred tax assets. Accordingly the Company recorded
a decrease in its valuation allowance of $99 million effectively restoring the
carrying value of its domestic net deferred tax asset.

Results
of Operations by Segment

2005 Compared with 2004

|                         |  |                            |       |      |   |        |   |   |       |  
|------------------------ |  | -------------------------- | ----- | ---- | - | ------ | - | - | ----- | -
|                         |  | Years
  Ended December 31, |       |      |   |       
|                         |  |                            |       |      |   |       
|                         |  | 2005                       |       | 2004 |   | Change |  
|                         |  |                            |       |      |   |        |  
|                         |  | (In
  millions)            |       |      |   |       
|Net Revenues:            |  |                            |       |      |   |        |   |   |       |  
|Manufacturing            |  | $                          | 585.9 |      | $ | 514.6  |   | $ | 71.3  |  
|Performance
  chemicals  |  |                            | 334.1 |      |   | 316.6  |   |   | 17.5  |  
|                         |  |                            |       |      |   |        |   |   |       |  
|Total                    |  | $                          | 920.0 |      | $ | 831.2  |   | $ | 88.8  |  
|                         |  |                            |       |      |   |        |   |   |       |  
|Operating Profit (Loss): |  |                            |       |      |   |        |   |   |       |  
|Manufacturing            |  | $                          | 7.6   |      | $ | 25.2   |   | $ | (17.6 | )
|Performance
  chemicals  |  |                            | 29.4  |      |   | 21.2   |   |   | 8.2   |  
|Corporate                |  |                            | (5.6  | )    |   | (7.2   | ) |   | 1.6   |  
|                         |  |                            |       |      |   |        |   |   |       |  
|Total                    |  | $                          | 31.4  |      | $ | 39.2   |   | $ | (7.8  | )
|                         |  |                            |       |      |   |        |   |   |       |  

-33-

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Manufacturing Segment

Net
revenues for the manufacturing segment were $586 million for the year 2005 as
compared to $515 million for 2004. This increase is the result of higher sales
to the appliance and electronic and industrial markets of $64 million and $16
million, respectively, partially offset by a decrease in sales of $9 million in
the automotive market. The increase in revenues in the appliance and
electronics market is due to the acquisition of a wire and harness subassembly
manufacturing facility, Reynosa, Mexico, from Whirlpool Corporation on June 30,
2004. As part of this acquisition, the Company entered into a seven-year supply
agreement to supply wire harnesses, panel assemblies, copper tubing and related
components to Whirlpools North American appliance production facilities.
Revenues related to this supply agreement were approximately $163 million for
the year ended December 31, 2005 and $80 million for the six-month period ended
December 31, 2004. The increase in the revenues in the industrial market is primarily
due to the impact of the pass through of higher raw material prices for copper
as well as the favorable impact of exchange rate fluctuations. The decrease in
sales in the automotive market is due to lower sales volumes to the Companys
North American automotive customer base. Gross profit was $61 million for the
year 2005 as compared to $68 million for 2004. This decrease is principally due
to the reduction in sales of two major auto parts suppliers, the termination of
two appliance and electronic supply contracts and a contractual price
adjustment required by the Whirlpool supply agreement, partially offset by the
effect of increased sales to Whirlpool. Selling, general and administrative
expense was $42 million for 2005 as compared with $43 million for 2004. This
decrease was principally due to cost reduction programs, lower sales
commissions, some what offset by a full year of Reynosa costs. Restructuring
and impairment charges were $11 million for 2005 and $2 million for 2004.
Operating profit for 2005 was $8 million as compared with $25 million for 2004.
This decrease is the result of the above-mentioned lower gross profit and the
restructuring charges related to the closing of three production facilities and
the companys Southfield, Michigan office, partially offset by lower general
and administrative expense.

Performance Chemicals Segment

Net
revenues were $334 million for the year 2005 as compared with $317 million for
the prior year. This increase was principally the result of higher sales in the
Companys environmental and chemical processing market and pharmaceutical
personal care product line of $23 million and $7 million, respectively,
partially offset by lost revenues of $11 million attributable to closed
facilities. The increase was primarily the result of the pass through of higher
raw material prices and freight costs as well as higher volumes in the
environmental and personal care product lines. Gross profit for 2005 was $61
million as compared to $50 million for the prior year. The increase was
principally the result of the increased volumes and pass through of previously
incurred raw material price increases discussed above, an insurance recovery of
$3 million related to the Companys closed Delaware Valley Works South Plant,
and plant cost savings net of lost revenue of $2 million due to the closure of
the North Plant of the Delaware Valley Works in January 2005. Selling, general
and administrative expense was $29 million for the year 2005 as compared with
$31 million for 2004. The decrease was principally due to lower pension expense
and lower salaries and other cost reductions. Restructuring and impairment
charges were $3 million for the year 2005 as compared with a $9 million charge
recorded during 2004. Operating income for 2005 was $29 million as compared
with $21 million for 2004. The increase is principally due to the increased
gross profit, lower selling, general and administrative expense and increased
operating efficiencies.

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2004
Compared with 2003

|                         |  |                            |       |         |   |        |   |   |       |  
|------------------------ |  | -------------------------- | ----- | ------- | - | ------ | - | - | ----- | -
|                         |  | Years
  Ended December 31, |       |         |   |       
|                         |  |                            |       |         |   |       
|                         |  | 2004                       |       | 2003(1) |   | Change |  
|                         |  |                            |       |         |   |        |  
|                         |  | (In
  millions)            |       |         |   |       
|Net Revenues:            |  |                            |       |         |   |        |   |   |       |  
|Manufacturing            |  | $                          | 514.6 |         | $ | 425.9  |   | $ | 88.7  |  
|Performance
  chemicals  |  |                            | 316.6 |         |   | 335.9  |   |   | (19.3 | )
|                         |  |                            |       |         |   |        |   |   |       |  
|Total                    |  | $                          | 831.2 |         | $ | 761.8  |   | $ | 69.4  |  
|                         |  |                            |       |         |   |        |   |   |       |  
|Operating Profit (Loss): |  |                            |       |         |   |        |   |   |       |  
|Manufacturing            |  | $                          | 25.2  |         | $ | 37.1   |   | $ | (11.9 | )
|Performance
  chemicals  |  |                            | 21.2  |         |   | 0.7    |   |   | 20.5  |  
|Corporate                |  |                            | (7.2  | )       |   | (12.2  | ) |   | 5.0   |  
|                         |  |                            |       |         |   |        |   |   |       |  
|Total                    |  | $                          | 39.2  |         | $ | 25.6   |   | $ | 13.6  |  
|                         |  |                            |       |         |   |        |   |   |       |  



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This data is a non-GAAP financial measure within the meaning
        of Regulation G promulgated by the Securities and Exchange Commission.
        Included in Item 7. Reconciliation of Non-GAAP Financial Measures 2003is a reconciliation of statement of operations data for the full year
        2003 to the Predecessor Company and Successor Company statements of operations
        for the periods ended November 10, 2003 and December 31, 2003, respectively.
        Management believes that this information is the most relevant and useful
        information for making comparisons to the period ended December 31, 2004.

Manufacturing Segment

Net
revenues for the manufacturing segment were $515 million for the year 2004 as
compared to $426 million for 2003. This increase is the result of higher sales
to the appliance and electronic and industrial markets of $71 million and $18
million, respectively. The increase in revenues in the appliance and
electronics market is due to the acquisition of a wire and harness subassembly
manufacturing facility from Whirlpool Corporation on June 30, 2004, partially
offset by lower sales to a major customer as a result of them resourcing their
supply to a Far East competitor. As part of this acquisition, the Company
entered into a seven-year supply agreement to supply wire harnesses, panel
assemblies, copper tubing and related components to Whirlpools North American
appliance production facilities. Revenues related to this supply agreement were
approximately $80 million for the six-month period ended December 31, 2004. The
increase in the revenues in the industrial market is primarily due to the
impact of the pass through of higher raw material prices for copper as well as
the favorable impact of exchange rate fluctuations. Gross profit was $68 million
for the year 2004 as compared to $75 million for 2003. This decrease is
principally due to increased depreciation and amortization expense of $9
million as a result of fresh start accounting, partially offset by the
above-mentioned higher sales in the industrial market. The increase in revenue
due to the Whirlpool supply agreement did not have a significant impact on
gross profit. Selling, general and administrative expense was $43 million for
2004 as compared with $38 million for 2003. This increase was principally due
to higher allocated corporate expense as a result of the sale of the
communication business and the above-mentioned purchase of a wire and harness
subassembly manufacturing facility, as well as lower cost recoveries related to
a management services agreement. Restructuring and impairment charges were $2
million for the year 2004, which was $3 million higher than the prior year
amount. Operating income for 2004 was $25 million as compared with $37 million
for 2003. This decrease is the result of the above-mentioned lower gross
profit, higher selling, general and administrative expense and higher
restructuring and impairment charges, partially offset by a $2 million pension
curtailment gain recorded in 2004.

-35-

---



Performance Chemicals Segment

Net
revenues were $317 million for the year 2004 as compared with $336 million for
the prior year. This decrease was principally the result of lower sales in the
Companys sulfuric acid and fine chemical product lines of $17 million and $15
million respectively, reflecting the shutdown of the South Plant of the
Companys Delaware Valley Works and restructuring of the North American sulfur
derivatives business. This decrease was partially offset by higher sales of $7
million for the Companys water chemical product line due principally to the
impact of the pass through of higher raw material prices and higher sales of
the Companys electronic chemical and personal care products lines of $3
million and $2 million, respectively. Gross profit for 2004 was $50 million as
compared with $61 million for the prior year. This decrease was principally due
to higher environmental costs of $5 million, higher depreciation and
amortization expense of $8 million and the impact of the above-mentioned lower sales
of the sulfuric acid and fine chemical product lines, partially offset by the
favorable impact of the above-mentioned Honeywell settlement of $7 million. The
charge for environmental matters is related to increased costs associated with
the receipt of sampling results related to a corrective action program at one
of the Companys manufacturing facilities and incremental costs associated with
the regulatory requirements of closing an impoundment unit at another one of
the Companys manufacturing facilities. Selling, general and administrative
expense was $31 million for the year 2004 as compared with $34 million for
2003. The decrease was principally due to lower pension expense and lower
salaries partially offset by higher allocated corporate expenses principally
due to the sale of the communications business. Restructuring and impairment
charges were $9 million for the year 2004 as a result of the closure of three
manufacturing facilities as compared with a $26 million charge recorded during
2003. The charge for 2003 was principally due to a $25 million charge to reduce
the carrying value of the fixed assets at the South Plant of the Companys
Delaware Valley Works to estimated fair value, which was determined based upon
a number of factors including an analysis of market transactions for similar
assets. Operating income for 2004 was $21 million as compared with $1 million
for 2003. This increase is principally due to the lower level of restructuring
and impairment charges, a $12 million pension curtailment gain recorded in 2004
and lower selling general and administrative expense, partially offset by the
above-mentioned lower gross profit.

Financial
Condition, Liquidity and Capital Resources

Cash
  and cash equivalents were $12 million at December 31, 2005, compared with $10
  million at December 31, 2004. The Company had working capital of $129 million
  at December 31, 2005 as compared with working capital of $97 million at December
  31, 2004. Higher accounts receivable, driven by the increased sales and lower
  accrued liabilities partially offset by increased trade payables accounted for
  $11 million of the increase in working capital. The increase in current deferred
  income taxes of $18 million primarily reflects the Companys anticipated
  realization of income tax loss carryforwards during the coming year. While accounts
  receivable have increased due to higher sales, the increase was mitigated through
  improved collection processes, which reduced average outstanding days of sales.
  Inventory would reflect a decrease year over year if 2005 copper pricing had
  not increased over 2004, while fulfilling increased customer orders on a timely
  basis. The trade payables increase reflects vendor confidence in extending terms
  due to the financial performance of the company.

Cash
payments for employee termination costs and facility exit costs totaled $8
million in the year ended December 31, 2005. Management expects that cash
outlays of approximately $2 million related to these actions will be
substantially completed by the end of 2006, with the exception of a lease
obligation that has payment terms extending beyond 2006. Management intends to
fund these cash outlays from existing cash balances and cash flow generated by
operations.

-36-

---



On
February 28, 2005, the Companys board of directors declared a special dividend
of $31.00 per common share, which was paid on March 16, 2005. Also, on February
28, 2005, the Company closed on a secured financing consisting of $370 million
of term loans and a $60 million revolving credit facility (the Credit
Facilities). The term loans include a $235 million first lien loan due on
February 28, 2011 with an interest rate of LIBOR plus 2.75 percent or base rate
plus 1.75 percent, subject to a rate reduction of 0.25 percent if such term
loan is rated B1 or better by Moodys Investor Services, Inc. and a $135
million second lien loan due on February 28, 2012 with an interest rate of
LIBOR plus 5.75 percent or base rate plus 4.75 percent. The $60 million
revolving credit facility matures on February 28, 2010 and carries an interest
rate of LIBOR plus 2.75 percent or base rate plus 1.75 percent, subject to rate
reductions under a pricing grid if the Companys leverage ratio decreases. The
first lien term loan is subject to amortization of $2 million per year for five
years, with the remainder payable over the sixth year. There is no amortization
over the term of the second lien loan. The Company used approximately $311
million, which is net of $2 million of dividends remaining to be paid, of the
financing proceeds to pay the special dividend and $35 million of the proceeds
to pre-fund certain defined benefit pension obligations. The remainder of the
proceeds were used to pay transaction fees, to refinance existing debt and for
general corporate purposes. The Credit Facilities are secured by liens on
substantially all of the personal property and certain real property of the
Company and its domestic subsidiaries. The Credit Facilities contain covenants
which impose certain restrictions on the Companys ability to, among other
things, incur additional debt, pay dividends, make investments or sell assets.
Additionally, a portion of excess cash flow, as defined in the Credit
Facilities, and certain non-recurring cash inflows such as proceeds from asset
sales, insurance recoveries, and equity offerings must be used to pay down
indebtedness and may not be reborrowed. In addition, the Credit Facilities
contain certain financial covenants which include a maximum leverage ratio, minimum
interest coverage ratio and maximum annual capital expenditures. At December
31, 2005, the Company was in compliance with the covenants in the Credit
Facilities. In conjunction with securing the Credit Facilities, all amounts
outstanding under the Companys then-existing $125 million revolving credit
facility were repaid and the underlying credit agreement was terminated.

In
April 2005, the Company entered into two no-cost interest rate collar
agreements, effectively hedging $185 million of its LIBOR-based floating rate
term debt for five years. As a result of entering into the agreements, the
interest rate to be paid by the Company relating to the hedged portion of its
debt will be based on a minimum three-month LIBOR rate of 4.05 percent on
average and a maximum three-month LIBOR rate of 5.00 percent.

During
2005, the Company contributed $38 million to its pension plan trusts, of which
$35 million was in excess of required contribution amounts. Under current
assumptions, this accelerated funding is expected to substantially reduce the
amount of cash contributions the Company is required to make during 2006 to
less than $1 million.

During
2005, the Company made $29 million of capital expenditures. Capital
expenditures are expected to be approximately $25 to $30 million in 2006.

At
December 31, 2005 the Company had no borrowings outstanding on its revolving
credit facility. During 2005, the Company prepaid $12 million of its first lien
term loan.

Management
believes that the Companys cash flow from operations and availability under
its revolving credit facility will be sufficient to cover debt service
requirements, capital expenditures, and working capital requirements during
2006.

-37-

---



Off-Balance Sheet Financing Agreements

The
Company has not entered into any off-balance sheet financing arrangements.

Contractual Obligations

|                              |  |                          |        |           |   |           |  |                 |         |       |   |         |  |   |         | 
|----------------------------- |  | ------------------------ | ------ | --------- | - | --------- |  | --------------- | ------- | ----- | - | ------- |  | - | ------- | 
|                              |  | Payments
  Due by Period |       
|                              |  |                          |       
|                              |  | (In
  thousands)         |       
|                              |  |                          |       
|                              |  | Less than
  1 Year       |        | 1-3 Years |   | 4-5 Years |  | After
  5 Years |         | Total |  
|                              |  |                          |        |           |   |           |  |                 |         |       |  
|Long-term debt                |  | $                        | 4,257  |           | $ | 7,558     |  | $               | 161,780 |       | $ | 188,137 |  | $ | 361,732 | 
|Operating leases              |  |                          | 5,644  |           |   | 10,116    |  |                 | 8,246   |       |   | 1,402   |  |   | 25,408  | 
|Purchase obligations          |  |                          | 18,400 |           |   | 2,500     |  |                 | 200     |       |   |        |  |   | 21,100  | 
|                              |  |                          |        |           |   |           |  |                 |         |       |   |         |  |   |         | 
|Total contractual obligations |  | $                        | 28,301 |           | $ | 20,174    |  | $               | 170,226 |       | $ | 189,539 |  | $ | 408,240 | 
|                              |  |                          |        |           |   |           |  |                 |         |       |   |         |  |   |         | 

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, Mexico, India and other countries. The Company believes that
it is in substantial compliance with such laws and regulations. However, as a
result of its operations, the Company is involved from time to time in
administrative and judicial proceedings and inquiries relating to environmental
matters. Based on information available at this time with respect to potential liability
involving these facilities, the Company believes that any such liability will
not have a material adverse effect on its financial condition, cash flows or
results of operations. However, modifications of existing laws and regulations
or the adoption of new laws and regulations in the future, particularly with
respect to environmental and safety standards, could require the Company to
make expenditures which may be material or otherwise adversely impact the
Companys operations. See also Item 1. 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, 2005, accruals for environmental matters were $27
million. The Company maintains a comprehensive insurance program, including
customary comprehensive general liability insurance for bodily injury and
property damage caused by various activities and occurrences and significant
excess coverage to insure against catastrophic occurrences. However, the
Company generally does not maintain 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 maintains a program to manage its facilities compliance with
environmental laws and regulations. Expenditures for 2005 approximated $9
million (of which approximately $2 million represented capital expenditures and
approximately $7 million related to ongoing operations and the management and
remediation of potential environmental contamination from prior operations).
Expenditures for 2004 approximated $14 million (of which approximately $4
million represented capital expenditures and approximately $10 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). The Company expects
expenditures similar to 2005 levels in 2006. In addition, if environmental laws
and regulations affecting

-38-

---



the Companys operations become more stringent, costs
for environmental compliance may increase above historical levels.

Recent
Accounting Pronouncements

In
November 2004, the FASB issued SFAS No. 151, Inventory Costs  an Amendment of
ARB No. 43, Chapter 4.This statement clarifies the accounting for abnormal
amounts of idle facility expense, freight handling costs and spoilage,
requiring these items be recognized as current-period charges. In addition,
this statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. The provisions of this statement are effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The adoption of
this accounting standard is not expected to have a material impact on the
Companys financial statements.

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (Revised
2004).This statement addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for the
companys equity instruments or liabilities that are based on the fair value of
the companys equity securities or may be settled by the issuance of these
securities. SFAS No. 123R eliminates the ability to account for share-based
compensation using the intrinsic value method and generally requires that such
transactions be accounted for using a fair value method. The provisions of this
statement are effective for financial statements issued for fiscal periods
beginning after June 15, 2005. The Company will use the modified prospective
method to adopt this accounting standard. For all share-based awards issued
after January 1, 2006, the Company will record compensation expense over the
requisite service period based on the fair value of the awards. In addition,
the Company expects to record expense of approximately $0.4 million in 2006
related to previously-issued, unvested stock options.

In
March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional
Asset Retirement Obligations, an Interpretation of FASB Statement No. 143(FIN 47). FIN 47 clarifies the term conditional asset retirement obligation
used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,and refers to a legal obligation to perform an asset retirement activity in
which the timing and/or method of settlement are conditional on a future event
that may not be within the control of the Company. The Company adopted this
accounting standard in 2005, and it did not have a material effect on the Companys
financial statements.

Critical
Accounting Policies and Estimates

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. The Companys significant accounting policies are described in Note
2 to the audited consolidated financial statements. The significant accounting
policies which it believes are the most critical to the understanding of
reported financial results include the following:

Revenue
Recognition  GenTek recognizes
revenue when pervasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collectibility is reasonably
assured. Revenue is recognized from product sales when title and risk of loss
has passed to the customer consistent with the related shipping terms,
generally at the time products are shipped. The Company records a provision for
estimated sales returns and other allowances as a reduction of revenue at the
time

-39-

---



of revenue recognition. Provisions for sales returns
and other allowances are determined using managements judgments of required
amounts, based upon the Companys historical experience. Actual returns could
differ from these estimates. However, if the total actual level of sales
returns differed from managements estimates by 10 percent, the effect would
not be material.

Accounts
Receivable  GenTek maintains
allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. Allowances are based upon
historical experience and information available to management about the
creditworthiness, financial condition and payment history of its customers. If
the financial condition of the customers were to deteriorate, additional
allowances may be required. To the extent that managements estimate of the
uncollectible amount of receivables differs from the amount the Company is
ultimately not able to collect by 10 percent, its results would be impacted by
approximately $1 million.

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. Its
estimates of future taxable income are based upon its current operating
forecast, which it believes to be reasonable. As a result of the Companys
emergence from bankruptcy and the associated discharge of indebtedness, the
Company revised its estimates of future domestic taxable income, based on its
new capital structure. Based on these estimates and the Companys evaluation of
potential tax-planning strategies, the Company concluded that it was more
likely than not that it would be able to realize its domestic deferred tax assets,
and accordingly reversed its remaining valuation allowance for its domestic
deferred tax assets of $99 million in November 2003 in the Predecessor Company
financial statements. The Company will continue to monitor the likelihood of
realizing its net deferred tax assets and future adjustments to the deferred
tax asset valuation allowances will be recorded as necessary. However,
different assumptions regarding its current operating forecast could materially
effect its estimates.

Impairment
of Goodwill and Other Intangible Assets
 GenTek records impairment losses on goodwill and indefinite lived intangible
assets based upon an annual review of the value of the assets or when events
and circumstances indicate that the asset might be impaired and when the
recorded value of the asset is more than its fair value. Its estimates of fair
value are based upon its current operating forecast, which it believes to be
reasonable. Significant assumptions that underlie the fair value estimates
include future growth rates and weighted average cost of capital rates.
However, different assumptions regarding its current operating forecast could
materially affect its results.

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. In this case, the Company records
an impairment loss equal to the difference between the fair value of the
long-lived assets and their carrying amount. Managements estimates of fair
value are based on discounted cash flow analyses and/or independent appraisals.
Significant assumptions underlying these estimates include future growth rates
and weighted average cost of capital rates. Its estimates of future cash flows
are based upon its current operating forecast, which it believes to be
reasonable. However, different assumptions regarding such cash flows or other
assumptions that underlie its fair value estimates could materially affect its
results.

Pension and
Other Post Retirement Benefits
 GenTek records pension and other post retirement benefit costs based on
amounts developed from actuarial valuations. Inherent in these valuations are
key assumptions provided by the Company to its actuaries, including the
discount rate and expected long-

-40-

---



term rate of return on plan assets. For example,
holding all other components of the calculation constant, a change in the
assumed discount rate by 1⁄4 percent would change 2005 pension cost by
approximately $0.1 million and the projected pension benefit obligation by
approximately $7 million. A change in the expected long-term rate of return on
plan assets of 1 percent would change 2005 pension cost by approximately $2
million. Material changes in pension and other post retirement benefit costs
may occur in the future due to changes in these assumptions, differences
between actual experience and the assumptions used and changes in the benefit
plans.

Environmental Liabilities  GenTek has
recorded accruals for environmental liabilities based on current interpretation
of environmental laws and regulations when it is probable that a liability has
been incurred and the amount of such liability can be reasonably estimated.
These estimates are established based upon information available to management
to date, including the nature and extent of any environmental contamination,
the available remedial alternatives, cost estimates obtained from outside
consultants for the implementation of such remedial alternatives, the Companys
experience with similar activities undertaken at similar sites, and the legal
and regulatory framework in the jurisdiction in which the liability arose.
Differences between actual amounts incurred and its estimates or the receipt of
new information with respect to these liabilities could have a material effect
on its estimates and results of operations. In addition, discovery of unknown
environmental contamination, the adoption of new laws or regulations or
modifications or changes in enforcement of existing laws and regulations could
require adjustments to these accruals.

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

-41-

---



Reconciliation
of Non-GAAP Financial Measures 2003

|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|------------------------------------------------------- |  | -------------------------------------------------------------------- | - | ---------------------------------------------------------------------- | - | -------------------- |  | - | -------- | -
|                                                        |  | Successor Company
  as Reported
  Period Ended
  December 31,
  2003 |   | Predecessor Company
  as Reported
  Period Ended
  November 10,
  2003 |   | Total Company
  2003 | 
|                                                        |  |                                                                      |   |                                                                        |   |                      | 
|                                                        |  | (In thousands)                                                       |  
|Net revenues                                            |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Manufacturing                                           |  |                                                                      | $ | 53,199                                                                 |   |                      |  | $ | 372,659  |  
|Performance
  chemicals                                 |  |                                                                      |   | 39,945                                                                 |   |                      |  |   | 295,980  |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|                                                        |  |                                                                      |   | 93,144                                                                 |   |                      |  |   | 668,639  |  
|Cost of sales                                           |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Manufacturing                                           |  |                                                                      |   | 44,014                                                                 |   |                      |  |   | 307,339  |  
|Performance
  chemicals                                 |  |                                                                      |   | 30,972                                                                 |   |                      |  |   | 243,967  |  
|Corporate                                               |  |                                                                      |   | (69                                                                    | ) |                      |  |   | 132      |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|                                                        |  |                                                                      |   | 74,917                                                                 |   |                      |  |   | 551,438  |  
|Selling, general
  and administrative expense           |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Manufacturing                                           |  |                                                                      |   | 5,190                                                                  |   |                      |  |   | 33,281   |  
|Performance
  chemicals                                 |  |                                                                      |   | 5,172                                                                  |   |                      |  |   | 29,304   |  
|Corporate                                               |  |                                                                      |   | 2,696                                                                  |   |                      |  |   | 9,411    |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|                                                        |  |                                                                      |   | 13,058                                                                 |   |                      |  |   | 71,996   |  
|Restructuring
  and impairment charges                  |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Manufacturing                                           |  |                                                                      |   | (13                                                                    | ) |                      |  |   | (1,062   | )
|Performance
  chemicals                                 |  |                                                                      |   | 293                                                                    |   |                      |  |   | 25,542   |  
|Corporate                                               |  |                                                                      |   | 13                                                                     |   |                      |  |   |         |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|                                                        |  |                                                                      |   | 293                                                                    |   |                      |  |   | 24,480   |  
|Operating profit
  (loss)                               |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Manufacturing                                           |  |                                                                      |   | 4,060                                                                  |   |                      |  |   | 33,048   |  
|Performance
  chemicals                                 |  |                                                                      |   | 3,508                                                                  |   |                      |  |   | (2,833   | )
|Corporate                                               |  |                                                                      |   | (2,692                                                                 | ) |                      |  |   | (9,490   | )
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|                                                        |  |                                                                      |   | 4,876                                                                  |   |                      |  |   | 20,725   |  
|Interest expense                                        |  |                                                                      |   | 2,453                                                                  |   |                      |  |   | 900      |  
|Interest income                                         |  |                                                                      |   | 61                                                                     |   |                      |  |   | 331      |  
|Reorganization
  items                                  |  |                                                                      |   |                                                                       |   |                      |  |   | (418,231 | )
|Other (income),
  net                                   |  |                                                                      |   | (1,309                                                                 | ) |                      |  |   | (5,831   | )
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Income from
  continuing operations before income taxes |  |                                                                      |   | 3,793                                                                  |   |                      |  |   | 444,218  |  
|Income tax
  provision (benefit)                        |  |                                                                      |   | 1,842                                                                  |   |                      |  |   | (23,811  | )
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Income from
  continuing operations                     |  |                                                                      |   | 1,951                                                                  |   |                      |  |   | 468,029  |  
|Income (loss)
  from discontinued operations            |  |                                                                      |   | (859                                                                   | ) |                      |  |   | 26,363   |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  
|Net Income                                              |  |                                                                      | $ | 1,092                                                                  |   |                      |  | $ | 494,392  |  
|                                                        |  |                                                                      |   |                                                                        |   |                      |  |   |          |  

-42-

---



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, foreign currency
exchange rates and commodity prices and the Company selectively uses financial
instruments to manage these risks.  The
Companys objective in managing its exposure to changes in interest rates,
foreign currency exchange rates and commodity prices is to reduce volatility on
earnings and cash flow associated with such changes.  The Company has not entered, and does not intend to enter, into
financial instruments for speculation or trading purposes.

Interest
rate risk

At December 31, 2005, the Companys debt financing
consisted primarily of amounts outstanding under the Companys term loan credit
facility.  The Company had no borrowings
under its revolving credit facility.
The borrowings outstanding under the Companys credit facility are
collateralized by substantially all of the personal property and certain real
property of the Company and its domestic subsidiaries.  Borrowings under the Companys credit
facility are sensitive to changes in interest rates.  Given the existing level of borrowings under the credit facility of
$356 million as of December 31, 2005, a 1⁄2 percent change in the
weighted-average interest rate would have an interest impact of approximately
$0.1 million each month.

|                  |  |            |             |                                                       |      |                      |  |  |                   | 
|----------------- |  | ---------- | ----------- | ----------------------------------------------------- | ---- | -------------------- |  |  | ----------------- | 
|Principal Balance |  | Fair Value |             | Weighted-Average
  Interest Rate at December 31, 2005 |      | Scheduled
  Maturity | 
|                  |  |            |             |                                                       |      |                      | 
|$135 million      |  | $          | 135 million |                                                       | 9.90 | %                    |  |  | February 28, 2012 | 
|$221 million      |  | $          | 223 million |                                                       | 7.07 | %                    |  |  | February 28, 2011 | 

In
April 2005 the Company entered into two five year interest rate collar
agreements in the aggregate notional amount of $185 million, in order to hedge
against the effect that further interest rate fluctuations may have on the
Companys floating rate debt.  The
interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent
on average and a maximum three-month LIBOR of 5.00 percent.  These interest rate collar agreements are
scheduled to mature in 2010.  The fair
value of the agreements was $1.2 million at December 31, 2005.

Foreign
currency exchange rate and commodity price risks

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

Item
8.  Financial Statements and Supplementary Data.

-43-

---



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
GenTek Inc.
Parsippany, New Jersey

We
have audited the accompanying consolidated balance sheets of GenTek Inc. and
subsidiaries (the Company) as of December 31, 2005 and 2004 (Successor
Company balance sheets), and the related consolidated statements of operations,
changes in equity, and cash flows for the years ended December 31, 2005 and
2004 and the period from November 11, 2003 to December 31, 2003 (Successor
Company operations) and the period from January 1, 2003 to November 10, 2003
(Predecessor Company operations).  Our
audits also included the financial statement schedule listed in the Index at
Item 15.  These financial statements and
financial statement schedule are the responsibility of the Companys
management.  Our responsibility is to
express an opinion on the financial statements and financial statement schedule
based on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
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 as of
December 31, 2005 and 2004, and the results of their operations and their cash flows
for the years ended December 31, 2005 and December 31, 2004, and the period
from November 11, 2003 to December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.  Further, in our opinion the Predecessor
Company financial statements referred to above present fairly, in all material
respects, the results of their operations and their cash flows for the period
from January 1, 2003 to November 10, 2003 in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

As
discussed in Note 1 to the financial statements, on October 7, 2003, the
Bankruptcy Court of Delaware entered an order confirming the Plan of
Reorganization which became effective after the close of business on November
10, 2003. Accordingly, the accompanying financial statements have been prepared
in conformity with AICPA Statement of Position 90-7, Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code, for the Successor
Company as a new entity with assets, liabilities, and a capital structure
having carrying values not comparable with prior periods as described in Note
1.

As
discussed in Note 2, in 2005, the Company changed the classification of cash
flows associated with investing and financing activities of discontinued
operations from operating activities to investing and financing activities and
retroactively revised the statements of cash flows for the year ended December
31, 2004 and the periods ended December 31, 2003 and November 10, 2003, for the
change.

-44-

---



We
have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Companys
internal control over financial reporting as of December 31, 2005, based on the
criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 16, 2006 expressed an unqualified opinion on managements
assessment of the effectiveness of the Companys internal control over
financial reporting and an unqualified opinion on the effectiveness of the
Companys internal control over financial reporting.

/s/ Deloitte & Touche
Parsippany, New Jersey
March 16, 2006

-45-

---



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

|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | -------------------------------- | - | ---------------------------------- | - | ---------------------------------- | ------ | - | - | -------- | -
|                                                                                                                                                                                                                          |  | Successor                        |         | Predecessor                      |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |  
|                                                                                                                                                                                                                          |  | Year Ended
  December 31,
  2005 |         | Year Ended
  December 31,
  2004 |   | Period Ended
  December 31,
  2003 |   | Period Ended
  November 10,
  2003 |       
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |       
|Net revenues                                                                                                                                                                                                              |  | $                                | 919,962 |                                  | $ | 831,198                            |   | $                                  | 93,144 |   | $ | 668,639  |  
|Cost of sales                                                                                                                                                                                                             |  |                                  | 797,695 |                                  |   | 712,725                            |   |                                    | 74,917 |   |   | 551,438  |  
|Selling, general
  and administrative expense                                                                                                                                                                             |  |                                  | 74,403  |                                  |   | 82,011                             |   |                                    | 13,058 |   |   | 71,996   |  
|Restructuring
  and impairment charges                                                                                                                                                                                    |  |                                  | 15,822  |                                  |   | 10,629                             |   |                                    | 293    |   |   | 24,480   |  
|Pension
  curtailment and settlement (gains) losses                                                                                                                                                                       |  |                                  | 626     |                                  |   | (13,414                            | ) |                                    |       |   |   |         |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Operating profit                                                                                                                                                                                                          |  |                                  | 31,416  |                                  |   | 39,247                             |   |                                    | 4,876  |   |   | 20,725   |  
|Interest expense
  (contractual interest for the period ended
  November 10, 2003 was $62,133)                                                                                                                            |  |                                  | 29,129  |                                  |   | 8,557                              |   |                                    | 2,453  |   |   | 900      |  
|Interest income                                                                                                                                                                                                           |  |                                  | 659     |                                  |   | 760                                |   |                                    | 61     |   |   | 331      |  
|Reorganization
  items                                                                                                                                                                                                    |  |                                  |        |                                  |   |                                   |   |                                    |       |   |   | (418,231 | )
|Other (income)
  expense, net                                                                                                                                                                                             |  |                                  | (2,630  | )                                |   | 8,946                              |   |                                    | (1,309 | ) |   | (5,831   | )
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Income from
  continuing operations before income taxes                                                                                                                                                                   |  |                                  | 5,576   |                                  |   | 22,504                             |   |                                    | 3,793  |   |   | 444,218  |  
|Income tax
  provision (benefit)                                                                                                                                                                                          |  |                                  | 2,277   |                                  |   | 15,104                             |   |                                    | 1,842  |   |   | (23,811  | )
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Income from
  continuing operations                                                                                                                                                                                       |  |                                  | 3,299   |                                  |   | 7,400                              |   |                                    | 1,951  |   |   | 468,029  |  
|                                                                                                                                                                                                                         
|Income (loss)
        from discontinued operations (net of tax for the year ended December 31,
        2005 and 2004, periods ended December 31, 2003, and November 10, 2003
        of $591, $86,377, $18 and $(29,458)) |  |                                  | (4,121  | )                                |   | 187,918                            |   |                                    | (859   | ) |   | 26,363   |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Net income
  (loss)                                                                                                                                                                                                       |  | $                                | (822    | )                                | $ | 195,318                            |   | $                                  | 1,092  |   | $ | 494,392  |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Earnings per
  common share  basic:                                                                                                                                                                                      |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Income from
  continuing operations                                                                                                                                                                                       |  | $                                | 0.33    |                                  | $ | 0.74                               |   | $                                  | 0.20   |   | $ | 18.31    |  
|Income (loss)
  from discontinued operations                                                                                                                                                                              |  |                                  | (0.41   | )                                |   | 18.79                              |   |                                    | (0.09  | ) |   | 1.03     |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Net income
  (loss)                                                                                                                                                                                                       |  | $                                | (0.08   | )                                | $ | 19.53                              |   | $                                  | 0.11   |   | $ | 19.34    |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Earnings per
  common share  assuming dilution:                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Income from
  continuing operations                                                                                                                                                                                       |  | $                                | 0.33    |                                  | $ | 0.74                               |   | $                                  | 0.20   |   | $ | 18.31    |  
|Income (loss)
  from discontinued operations                                                                                                                                                                              |  |                                  | (0.41   | )                                |   | 18.74                              |   |                                    | (0.09  | ) |   | 1.03     |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  
|Net income
  (loss)                                                                                                                                                                                                       |  | $                                | (0.08   | )                                | $ | 19.48                              |   | $                                  | 0.11   |   | $ | 19.34    |  
|                                                                                                                                                                                                                          |  |                                  |         |                                  |   |                                    |   |                                    |        |   |   |          |  

See the accompanying
notes to the consolidated financial statements.

-46-

---



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

|                                                                                                                                                      |  |                     |         |                     |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ------------------- | - | ------- | -
|                                                                                                                                                      |  | Successor           |        
|                                                                                                                                                      |  |                     |        
|                                                                                                                                                      |  | December
  31, 2005 |         | December
  31, 2004 |  
|                                                                                                                                                      |  |                     |         |                     |  
|ASSETS                                                                                                                                                |  |                     |         |                     |   |         |  
|Current assets:                                                                                                                                       |  |                     |         |                     |   |         |  
|Cash and cash
  equivalents                                                                                                                           |  | $                   | 12,294  |                     | $ | 9,826   |  
|Receivables, net                                                                                                                                      |  |                     | 124,848 |                     |   | 116,254 |  
|Inventories                                                                                                                                           |  |                     | 77,363  |                     |   | 76,174  |  
|Deferred income
  taxes                                                                                                                               |  |                     | 32,623  |                     |   | 14,225  |  
|Other current
  assets                                                                                                                                |  |                     | 10,723  |                     |   | 8,751   |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total current
  assets                                                                                                                                |  |                     | 257,851 |                     |   | 225,230 |  
|Property, plant
  and equipment, net                                                                                                                  |  |                     | 264,409 |                     |   | 283,051 |  
|Goodwill                                                                                                                                              |  |                     | 154,406 |                     |   | 154,365 |  
|Intangible
  assets                                                                                                                                   |  |                     | 63,835  |                     |   | 70,532  |  
|Deferred income
  taxes                                                                                                                               |  |                     | 220     |                     |   | 3,737   |  
|Assets held for
  sale                                                                                                                                |  |                     | 4,041   |                     |   | 2,868   |  
|Other assets                                                                                                                                          |  |                     | 13,050  |                     |   | 13,843  |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total assets                                                                                                                                          |  | $                   | 757,812 |                     | $ | 753,626 |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|LIABILITIES AND EQUITY                                                                                                                                |  |                     |         |                     |   |         |  
|Current
  liabilities:                                                                                                                                |  |                     |         |                     |   |         |  
|Accounts payable                                                                                                                                      |  | $                   | 59,647  |                     | $ | 55,294  |  
|Accrued
  liabilities                                                                                                                                 |  |                     | 64,539  |                     |   | 71,562  |  
|Current portion
  of long-term debt                                                                                                                   |  |                     | 4,257   |                     |   | 1,489   |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total current
  liabilities                                                                                                                           |  |                     | 128,443 |                     |   | 128,345 |  
|Long-term debt                                                                                                                                        |  |                     | 357,475 |                     |   | 11,047  |  
|Pension and
  postretirement obligations                                                                                                              |  |                     | 107,887 |                     |   | 142,758 |  
|Other
  liabilities                                                                                                                                   |  |                     | 78,632  |                     |   | 71,049  |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total
  liabilities                                                                                                                                   |  |                     | 672,437 |                     |   | 353,199 |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Equity:                                                                                                                                               |  |                     |         |                     |   |         |  
|Preferred stock,
  $.01 par value; authorized:
  10,000,000 shares; none issued or outstanding                                                        |  |                     |        |                     |   |        |  
|Common stock, no
  par value; authorized: 100,000,000 shares; issued:  10,194,571 and 10,098,570 shares at December 31, 2005 and 2004,
  respectively |  |                     | 81,395  |                     |   | 271,690 |  
|Unearned
  compensation                                                                                                                               |  |                     | (859    | )                   |   | (2,123  | )
|Warrants                                                                                                                                              |  |                     | 8,361   |                     |   | 8,361   |  
|Accumulated
  other comprehensive income (loss)                                                                                                       |  |                     | (3,861  | )                   |   | (886    | )
|Retained earnings                                                                                                                                     |  |                     | 425     |                     |   | 123,385 |  
|Treasury stock,
  at cost: 5,191 shares at December 31, 2005                                                                                          |  |                     | (86     | )                   |   |        |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total equity                                                                                                                                          |  |                     | 85,375  |                     |   | 400,427 |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  
|Total
  liabilities and equity                                                                                                                        |  | $                   | 757,812 |                     | $ | 753,626 |  
|                                                                                                                                                      |  |                     |         |                     |   |         |  

See the accompanying
notes to the consolidated financial statements.

-47-

---



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

|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|----------------------------------------------------------------------------------------------------- |  | -------------------------------- | -------- | -------------------------------- | ------------------ | ---------------------------------- | ------------------ | ---------------------------------- | ------------------ | - | - | -------- | -
|                                                                                                      |  | Successor                        |          | Predecessor                      |                   
|                                                                                                      |  |                                  |          |                                  |                   
|                                                                                                      |  | Year Ended
  December 31,
  2005 |          | Year Ended
  December 31,
  2004 |                    | Period Ended
  December 31,
  2003 |                    | Period Ended
  November 10,
  2003 |                   
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                   
|                                                                                                      |  |                                  |          |                                  | revised-see note 2 |                                    | revised-see note 2 |                                    | revised-see note 2 |  
|Cash flows from
  operating activities:                                                               |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net income
  (loss)                                                                                   |  | $                                | (822     | )                                | $                  | 195,318                            |                    | $                                  | 1,092              |   | $ | 494,392  |  
|Adjustments to reconcile
  net income (loss) to net cash provided by (used for) operating activities: |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Discontinued
  operations                                                                             |  |                                  | 4,121    |                                  |                    | (187,918                           | )                  |                                    | 859                |   |   | (26,363  | )
|Pension
  curtailment gain                                                                            |  |                                  |         |                                  |                    | (13,414                            | )                  |                                    |                   |   |   |         |  
|Depreciation and
  amortization                                                                       |  |                                  | 46,084   |                                  |                    | 46,617                             |                    |                                    | 4,261              |   |   | 24,932   |  
|Asset impairment
  charges                                                                            |  |                                  | 8,767    |                                  |                    |                                   |                    |                                    |                   |   |   | 24,661   |  
|Reorganization
  items                                                                                |  |                                  |         |                                  |                    |                                   |                    |                                    |                   |   |   | (418,231 | )
|Net (gain) loss
  on disposition of long-term assets                                                  |  |                                  | (1,299   | )                                |                    | 7,262                              |                    |                                    | 484                |   |   | 224      |  
|Long-term
  incentive plan costs, net                                                                 |  |                                  | 1,176    |                                  |                    | 1,483                              |                    |                                    |                   |   |   | 3        |  
|(Increase)
  decrease in receivables                                                                  |  |                                  | (8,960   | )                                |                    | (11,028                            | )                  |                                    | 10,558             |   |   | 18,068   |  
|(Increase)
  decrease in inventories                                                                  |  |                                  | (1,108   | )                                |                    | (8,766                             | )                  |                                    | 652                |   |   | 2,872    |  
|(Increase)
  decrease in deferred tax assets                                                          |  |                                  | (13,110  | )                                |                    | 12,881                             |                    |                                    | 22,874             |   |   | (63,553  | )
|Increase (decrease)
  in accounts payable                                                             |  |                                  | 3,844    |                                  |                    | 26,767                             |                    |                                    | (2,244             | ) |   | (2,353   | )
|Decrease in
  accrued liabilities                                                                     |  |                                  | (9,240   | )                                |                    | (36,485                            | )                  |                                    | (13,791            | ) |   | (40      | )
|Decrease in
  other liabilities and assets, net                                                       |  |                                  | (22,256  | )                                |                    | (5,497                             | )                  |                                    | (10,091            | ) |   | (12,846  | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by continuing operations before reorganization items                              |  |                                  | 7,197    |                                  |                    | 27,220                             |                    |                                    | 14,654             |   |   | 41,766   |  
|Net cash
  provided by (used for) discontinued operations                                             |  |                                  | (3,928   | )                                |                    | 21,588                             |                    |                                    | (10,350            | ) |   | 33,478   |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by operating activities before reorganization items                               |  |                                  | 3,269    |                                  |                    | 48,808                             |                    |                                    | 4,304              |   |   | 75,244   |  
|Net cash used
  for reorganization items                                                              |  |                                  |         |                                  |                    |                                   |                    |                                    |                   |   |   | (18,187  | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by operating activities                                                           |  |                                  | 3,269    |                                  |                    | 48,808                             |                    |                                    | 4,304              |   |   | 57,057   |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Cash flows from
  investing activities:                                                               |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Capital
  expenditures                                                                                |  |                                  | (28,671  | )                                |                    | (30,486                            | )                  |                                    | (7,836             | ) |   | (24,972  | )
|Proceeds from
  sales or disposals of long-term assets                                                |  |                                  | 2,506    |                                  |                    | 17,282                             |                    |                                    | 9                  |   |   | 3        |  
|Purchase of
  short-term investments                                                                  |  |                                  | (2,229   | )                                |                    |                                   |                    |                                    |                   |   |   |         |  
|Acquisition of
  businesses net of cash acquired*                                                     |  |                                  |         |                                  |                    | (5,100                             | )                  |                                    |                   |   |   |         |  
|Other investing
  activities                                                                          |  |                                  |         |                                  |                    | (75                                | )                  |                                    | (13                | ) |   | (166     | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash used
  for continuing operations                                                             |  |                                  | (28,394  | )                                |                    | (18,379                            | )                  |                                    | (7,840             | ) |   | (25,135  | )
|Net cash provided
  by (used for) discontinued operations                                             |  |                                  | 477      |                                  |                    | 287,428                            |                    |                                    | (2,704             | ) |   | (5,378   | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by (used for) investing activities                                                |  |                                  | (27,917  | )                                |                    | 269,049                            |                    |                                    | (10,544            | ) |   | (30,513  | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Cash flows from
  financing activities:                                                               |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Proceeds from
  long-term debt                                                                        |  |                                  | 404,767  |                                  |                    | 30,131                             |                    |                                    |                   |   |   |         |  
|Repayment of
  long-term debt                                                                         |  |                                  | (67,380  | )                                |                    | (274,466                           | )                  |                                    | (2,867             | ) |   | (93,740  | )
|Redemption of
  tranche A warrants                                                                    |  |                                  |         |                                  |                    | (8,365                             | )                  |                                    |                   |   |   |         |  
|Dividends                                                                                             |  |                                  | (310,742 | )                                |                    | (70,690                            | )                  |                                    |                   |   |   |         |  
|Exercise of
  stock options                                                                           |  |                                  | 708      |                                  |                    |                                   |                    |                                    |                   |   |   |         |  
|Debt issuance
  costs  reorganization                                                                |  |                                  |         |                                  |                    |                                   |                    |                                    |                   |   |   | (688     | )
|Capital
  contribution                                                                                |  |                                  |         |                                  |                    |                                   |                    |                                    |                   |   |   | 2,640    |  
|Payments to
  acquire treasury stock                                                                  |  |                                  | (86      | )                                |                    |                                   |                    |                                    |                   |   |   |         |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by (used for) continuing operations                                               |  |                                  | 27,267   |                                  |                    | (323,390                           | )                  |                                    | (2,867             | ) |   | (91,788  | )
|Net cash used
  for discontinued operations                                                           |  |                                  |         |                                  |                    | (11,533                            | )                  |                                    | (5,008             | ) |   | (387     | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Net cash
  provided by (used for) financing activities                                                |  |                                  | 27,267   |                                  |                    | (334,923                           | )                  |                                    | (7,875             | ) |   | (92,175  | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Effect of
  exchange rate changes on cash                                                             |  |                                  | (151     | )                                |                    | 246                                |                    |                                    | 47                 |   |   | 840      |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Increase
  (decrease) in cash and cash equivalents                                                    |  |                                  | 2,468    |                                  |                    | (16,820                            | )                  |                                    | (14,068            | ) |   | (64,791  | )
|Cash and cash
  equivalents at beginning of period                                                    |  |                                  | 9,826    |                                  |                    | 26,646                             |                    |                                    | 40,714             |   |   | 105,505  |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Cash and cash
  equivalents at end of period                                                          |  | $                                | 12,294   |                                  | $                  | 9,826                              |                    | $                                  | 26,646             |   | $ | 40,714   |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Supplemental
  information:                                                                           |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Cash paid
  (refunded) for income taxes                                                               |  | $                                | (283     | )                                | $                  | 13,282                             |                    | $                                  | 382                |   | $ | (3,373   | )
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  
|Cash paid for
  interest                                                                              |  | $                                | 19,500   |                                  | $                  | 8,762                              |                    | $                                  | 940                |   | $ | 873      |  
|                                                                                                      |  |                                  |          |                                  |                    |                                    |                    |                                    |                    |   |   |          |  

-48-

---



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

*Acquisition of
  businesses net of cash acquired:

|                                      |  |   |   |  |   |        |   |   |   |  |   |   | 
|------------------------------------- |  | - | - |  | - | ------ | - | - | - |  | - | - | 
|Working capital,
  other than cash    |  | $ |  |  | $ | (2,518 | ) | $ |  |  | $ |  | 
|Property, plant
  and equipment       |  |   |  |  |   | (5,145 | ) |   |  |  |   |  | 
|Other assets                          |  |   |  |  |   | (847   | ) |   |  |  |   |  | 
|Non current laibilities               |  |   |  |  |   | 3,410  |   |   |  |  |   |  | 
|                                      |  |   |   |  |   |        |   |   |   |  |   |   | 
|Total cash used to acquire businesses |  | $ |  |  | $ | (5,100 | ) | $ |  |  | $ |  | 
|                                      |  |   |   |  |   |        |   |   |   |  |   |   | 

See the accompanying
notes to the consolidated financial statements.

-49-

---



GENTEK INC.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
For the Three Years Ended December 31, 2005(In thousands, except per share data)

|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|-------------------------------------------------------------------------------- |  | -------------- | -------- | ------------------------ | - | ----------------------- | - | -------- | ------ | ---------------- | - | ----------------- |  | ----------------------------------------------------- | ------ | --------------------------------------------- | - | ------ | - | - | ------- | - | - | -------- | - | - | -------- | -
|                                                                                 |  | Common
  Stock |          | Class B
  Common
  Stock |   | Unearned
  Compensation |   | Warrants |        | Treasury
  Stock |   | Paid in
  Capital |  | Accumulated
  Other
  Comprehensive
  Income
  (Loss) |        | Retained
  Earnings
  (Accumulated
  Deficit) |   | Total  |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |  
|Predecessor                                                                      |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Balance at January 1, 2003                                                       |  | $              | 216      |                          | $ | 39                      |   | $        |       |                  | $ |                  |  | $                                                     | (1,245 | )                                             | $ | 3,305  |   | $ | (31,111 | ) | $ | (481,525 | ) | $ | (510,321 | )
|Components of comprehensive income:                                              |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Net income                                                                       |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | 494,392  |   |   | 494,392  |  
|Minimum pension liability adjustments                                            |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | 9,510   |   |   |         |   |   | 9,510    |  
|Change in net unrealized loss on derivative
instruments (net of tax
  of $4,218) |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | 3,847   |   |   |         |   |   | 3,847    |  
|Foreign currency translation adjustments (net of
tax of $5,105)                  |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | (360    | ) |   |         |   |   | (360     | )
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Comprehensive income                                                             |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   | 507,389  |  
|Conversion of Class B Common Stock to Common
Stock                               |  |                | 14       |                          |   | (14                     | ) |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   |         |  
|Capital contribution                                                             |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   | 4,325  |   |   |        |   |   |         |   |   | 4,325    |  
|Long-term incentive plan grants, net                                             |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   | 3      |   |   |        |   |   |         |   |   | 3        |  
|Cancellation of Predecessor Common Stock and Class
B Common Stock                |  |                | (230     | )                        |   | (25                     | ) |          |       |                  |   |                  |  |                                                       | 1,245  |                                               |   | (990   | ) |   |        |   |   |         |   |   |         |  
|Issuance of Common Stock to creditors                                            |  |                | 268,084  |                          |   |                        |   |          |       |                  |   | 8,361             |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 276,445  |  
|Fresh Start Adjustments                                                          |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   | (6,643 | ) |   | 18,114  |   |   | (12,867  | ) |   | (1,396   | )
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Balance at November 10, 2003                                                     |  |                | 268,084  |                          |   |                        |   |          |       |                  |   | 8,361             |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 276,445  |  
|Successor                                                                        |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Components of comprehensive income:                                              |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Net income                                                                       |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | 1,092    |   |   | 1,092    |  
|Foreign currency translation adjustments (net of
tax of $816)                    |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | 1,250   |   |   |         |   |   | 1,250    |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Comprehensive income                                                             |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   | 2,342    |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Balance at December 31, 2003                                                     |  |                | 268,084  |                          |   |                        |   |          |       |                  |   | 8,361             |  |                                                       |       |                                               |   |       |   |   | 1,250   |   |   | 1,092    |   |   | 278,787  |  
|Components of comprehensive income:                                              |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Net income                                                                       |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | 195,318  |   |   | 195,318  |  
|Minimum pension liability adjustments (net of tax
of $(1,010))                   |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | (1,543  | ) |   |         |   |   | (1,543   | )
|Foreign currency translation adjustments (net of
tax of $(420))                  |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | (644    | ) |   |         |   |   | (644     | )
|Change in unrealized gain on derivative instruments
(net of tax of
  $34)        |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | 51      |   |   |         |   |   | 51       |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Comprehensive income                                                             |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   | 193,182  |  
|Long-term incentive plan grants, net                                             |  |                | 3,606    |                          |   |                        |   |          | (2,123 | )                |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 1,483    |  
|Tranche A warrant payment                                                        |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | (2,335   | ) |   | (2,335   | )
|Dividends ($7.00 per share)                                                      |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | (70,690  | ) |   | (70,690  | )
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Balance at December 31, 2004                                                     |  |                | 271,690  |                          |   |                        |   |          | (2,123 | )                |   | 8,361             |  |                                                       |       |                                               |   |       |   |   | (886    | ) |   | 123,385  |   |   | 400,427  |  
|Components of comprehensive income:                                              |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Net loss                                                                         |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | (822     | ) |   | (822     | )
|Minimum pension liability adjustments (net of tax
of $(2,197))                   |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | (3,357  | ) |   |         |   |   | (3,357   | )
|Foreign currency translation adjustments (net of
tax of $(95))                   |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | (145    | ) |   |         |   |   | (145     | )
|Change in unrealized gain on derivative instruments
(net of tax of
  $345)       |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   | 527     |   |   |         |   |   | 527      |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Comprehensive loss                                                               |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   | (3,797   | )
|Long-term incentive plan
  grants, net                                           |  |                | (88      | )                        |   |                        |   |          | 1,264  |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 1,176    |  
|Exercise of warrants                                                             |  |                | 2        |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 2        |  
|Dividends ($31.00 per share)                                                     |  |                | (190,917 | )                        |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   | (122,138 | ) |   | (313,055 | )
|Exercise of stock options                                                        |  |                | 708      |                          |   |                        |   |          |       |                  |   |                  |  |                                                       |       |                                               |   |       |   |   |        |   |   |         |   |   | 708      |  
|Acquisition of treasury stock                                                    |  |                |         |                          |   |                        |   |          |       |                  |   |                  |  |                                                       | (86    | )                                             |   |       |   |   |        |   |   |         |   |   | (86      | )
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  
|Balance at December 31, 2005                                                     |  | $              | 81,395   |                          | $ |                        |   | $        | (859   | )                | $ | 8,361             |  | $                                                     | (86    | )                                             | $ |       |   | $ | (3,861  | ) | $ | 425      |   | $ | 85,375   |  
|                                                                                 |  |                |          |                          |   |                         |   |          |        |                  |   |                   |  |                                                       |        |                                               |   |        |   |   |         |   |   |          |   |   |          |  

See the accompanying
notes to the consolidated financial statements.

-50-

---



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) is a holding company with no independent
operations and, therefore, is dependent upon cash flow from its subsidiaries to
meet obligations. GenTeks subsidiaries operate through two primary business
segments: manufacturing and performance chemicals. The manufacturing segment
provides a broad range of engineered components and services to three principal
markets: automotive, appliance and electronic, and industrial. The performance
chemicals 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 operates over 60
manufacturing and production facilities located primarily in the U.S., Canada,
Mexico and India.

On
May 18, 2004, the Company sold its KRONE communications business to ADC
Telecommunications, Inc. and recognized a gain on the sale of $185,044. During
the second quarter of 2005, the Company ceased operations of its printing plate
business. Accordingly, these businesses have been classified as discontinued
operations. See Note 16.

On
June 30, 2004, the Company acquired a wire harness and subassembly
manufacturing facility located in Reynosa, Mexico from Whirlpool Corporation
for $8,400. As part of the transaction, the Company entered into a seven year
supply agreement to supply wire harnesses, panel assemblies, copper tubing and
related components to Whirlpools North American appliance production
facilities. The results of operations of the facility have been included in the
financial statements beginning July 1, 2004. The pro forma impact of the
acquisition on financial position, net income and earnings per share for the
pre-acquisition periods is not material. Revenues from the supply agreement
were $163,387 for the year ended December 31, 2005 and $80,966 for the six
month period ended December 31, 2004. As a result of the supply agreement and
other existing business, Whirlpool accounted for approximately $182,014 and
$115,473 of the Companys revenues for the years ended December 31, 2005 and
2004, respectively, and approximately 16 and 16 percent of the Companys gross
trade receivables at December 31, 2005 and 2004, respectively. This business is
included in the Companys manufacturing segment.

On
October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries,
including its Noma Company subsidiary (collectively, the Debtors), filed
voluntary petitions for reorganization relief (the Filing) under Chapter 11
of the United States Bankruptcy Code. The Debtors plan of reorganization (the Plan)
was confirmed on October 7, 2003 and became effective in accordance with its
terms on November 10, 2003 (the Effective Date).

The
consolidated financial statements have been prepared in accordance with
Statement of Position 90-7 (SOP 90-7), Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, and on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. In connection with its
emergence from bankruptcy on November 10, 2003, the Company has adopted
fresh-start reporting in accordance with SOP 90-7. Accordingly, the Companys
post-emergence financial statements (Successor) are not comparable with its
pre-emergence financial statements (Predecessor). All references to the
period ended November 10, 2003 refer to the period from January 1, 2003 to
November 10, 2003 and all

-51-

---



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

references to
the period ended December 31, 2003 refer to the period November 11, 2003 to
December 31, 2003.

Note 2  Summary of Significant Accounting
Policies

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

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

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

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

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.

Intangible
assets that have finite lives are amortized using the straight-line method,
over their estimated useful lives, which range from four to 15 years.

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

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

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

-52-

---



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

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.

Accruals
for pension and other post-retirement benefit costs utilize a number of
accounting mechanisms that reduce the volatility of reported costs. Differences
between actuarial assumptions and actual plan results are deferred and are
amortized into expense only when the accumulated differences exceed 10 percent
of the greater of the projected benefit obligation or the market-related value
of plan assets. If necessary, the excess is amortized over the average
remaining service period of active employees. Additionally, the impact of asset
performance on pension expense is recognized over a five-year phase-in period
though a market-related value of assets calculation. Since the market-related
value of assets recognizes investment gains or losses over a five-year period,
the future value of assets will be impacted as previously deferred gains or
losses are recognized.

The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the amount is fixed or determinable, and collectibility
is reasonably assured. Revenue is recognized from product sales when title and
risk of loss has passed to the customer consistent with the related shipping
terms, generally at the time products are shipped. The Company records a
provision for estimated sales returns and other allowances as a reduction of
revenue at the time of revenue recognition.

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

|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ------ | ---------------------------------------------------- | - | ------------------------------------------------------ | - | ------------------------------------------------------ | ----- |  | - | ------- | 
|                                                                                                                                                                     |  | Successor                                            |        | Predecessor                                          |  
|                                                                                                                                                                     |  |                                                      |        |                                                      |  
|                                                                                                                                                                     |  | Year
        Ended
        December 31,
        2005 |        | Year
        Ended
        December 31,
        2004 |   | Period
        Ended
        December 31,
        2003 |   | Period
        Ended
        November 10,
        2003 |      
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |      
|Net
        income (loss) as reported                                                                                                                                |  | $                                                    | (822   | )                                                    | $ | 195,318                                                |   | $                                                      | 1,092 |  | $ | 494,392 | 
|Add:
        Stock-based employee compensation expense included in net income determined
        under intrinsic value method, net of related tax effects            |  |                                                      | 1,176  |                                                      |   | 1,483                                                  |   |                                                        |      |  |   | 3       | 
|Deduct:
        Total stock-based employee compensation income (expense) determined under
        fair value based method for all awards, net of related tax effects |  |                                                      | (1,430 | )                                                    |   | (1,776                                                 | ) |                                                        |      |  |   | 1,476   | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Pro
        forma net income (loss)                                                                                                                                  |  | $                                                    | (1,076 | )                                                    | $ | 195,025                                                |   | $                                                      | 1,092 |  | $ | 495,871 | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Earnings
        (loss) per share:                                                                                                                                   |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Basic
         as reported                                                                                                                                          |  | $                                                    | (0.08  | )                                                    | $ | 19.53                                                  |   | $                                                      | 0.11  |  | $ | 19.34   | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Basic
         pro forma                                                                                                                                            |  | $                                                    | (0.11  | )                                                    | $ | 19.50                                                  |   | $                                                      | 0.11  |  | $ | 19.40   | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Diluted
         as reported                                                                                                                                        |  | $                                                    | (0.08  | )                                                    | $ | 19.48                                                  |   | $                                                      | 0.11  |  | $ | 19.34   | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 
|Diluted
         pro forma                                                                                                                                          |  | $                                                    | (0.11  | )                                                    | $ | 19.45                                                  |   | $                                                      | 0.11  |  | $ | 19.40   | 
|                                                                                                                                                                     |  |                                                      |        |                                                      |   |                                                        |   |                                                        |       |  |   |         | 

-53-

---



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 (not applicable for 2003 as there were no grants made):

|                                     |  |      |      |      |   |       |  
|------------------------------------ |  | ---- | ---- | ---- | - | ----- | -
|                                     |  | 2005 |      | 2004 |  
|                                     |  |      |      |      |  
|Dividend
  yield                     |  |      |     |      |   |      |  
|Expected
  volatility                |  |      | 22   | %    |   | 50    | %
|Risk-free
  interest rate            |  |      | 3.97 | %    |   | 2.32  | %
|Expected
  holding period (in years) |  |      | 4    |      |   | 4     |  
|Weighted
  average fair value        |  | $    | 2.94 |      | $ | 14.82 |  

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

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 commodity prices. Gains and
losses related to qualifying hedges of firm commitments or anticipated
transactions are deferred and are recognized in earnings or as adjustments of
carrying amounts when the hedged transaction occurs.

The
components of accumulated other comprehensive income (loss) are as follows:

|                                                |  |                  |        |                  |   |        |  
|----------------------------------------------- |  | ---------------- | ------ | ---------------- | - | ------ | -
|                                                |  | Successor        |       
|                                                |  |                  |       
|                                                |  | December 31,2005 |        | December 31,2004 |  
|                                                |  |                  |        |                  |  
|Foreign
  currency translation                  |  | $                | 460    |                  | $ | 606    |  
|Minimum
  pension liability adjustments         |  |                  | (4,900 | )                |   | (1,543 | )
|Net
  unrealized gain on derivative instruments |  |                  | 579    |                  |   | 51     |  
|                                                |  |                  |        |                  |   |        |  
|Accumulated
  other comprehensive income (loss) |  | $                | (3,861 | )                | $ | (886   | )
|                                                |  |                  |        |                  |   |        |  

In
November 2004, the FASB issued SFAS No. 151, Inventory Costs  an Amendment of ARB
No. 43, Chapter 4. This statement clarifies the accounting for
abnormal amounts of idle facility expense, freight handling costs and spoilage,
requiring these items be recognized as current-period charges. In addition,
this statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. The provisions of this statement are effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The adoption of
this accounting standard is not expected to have a material impact on the
Companys financial statements.

In
December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (Revised 2004).
This statement addresses the accounting for share-based payment transactions in
which a company

-54-

---



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

receives
employee services in exchange for the companys equity instruments or
liabilities that are based on the fair value of the companys equity securities
or may be settled by the issuance of these securities. SFAS No. 123R eliminates
the ability to account for share-based compensation using the intrinsic value
method and generally requires that such transactions be accounted for using a
fair value method. The provisions of this statement are effective for financial
statements issued for fiscal periods beginning after June 15, 2005. The Company
will use the modified prospective method to adopt this accounting standard. For
all share-based awards issued after January 1, 2006, the Company will record
compensation expense over the requisite service period based on the fair value
of the awards. In addition, the Company expects to record expense of
approximately $400 in 2006 related to previously-issued, unvested stock
options.

In
March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations, an Interpretation of FASB Statement No. 143
(FIN 47). FIN 47 clarifies the term conditional asset retirement obligation
used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,
and refers to a legal obligation to perform an asset retirement activity in
which the timing and/or method of settlement are conditional on a future event
that may not be within the control of the Company. The Company adopted this
accounting standard in 2005, and it did not have a material effect on the
Companys financial statements.

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

During
2005, the Company changed the classification of cash flows associated with
investing and financing activities of discontinued operations from operating
activities to investing and financing activities. A summary of the effects of
the change in classification from the amounts previously reported on the
consolidated statements of cash flows for the year ended December 31, 2004 and
the periods ended December 31, 2003 and November 10, 2003 is as follows:

|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|------------------------------------------------------------------------ |  | -------------------------------- | -------- | ------------------------------------ | - | ------------------------------------ | - | - | ------- | -
|                                                                         |  | Successor                        |          | Predecessor                          |  
|                                                                         |  |                                  |          |                                      |  
|                                                                         |  | Year Ended
  December 31,
  2004 |          | Period
  Ended
  December 31,
  2003 |   | Period
  Ended
  November 10,
  2003 |  
|                                                                         |  |                                  |          |                                      |   |                                      |  
|Net cash provided by operating activities
  before reorganization items: |  |                                  |          |                                      |   |                                      |   |   |         |  
|As previously reported                                                   |  | $                                | 34,617   |                                      | $ | (3,317                               | ) | $ | 70,338  |  
|Adjustment                                                               |  |                                  | 14,191   |                                      |   | 7,621                                |   |   | 4,906   |  
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|As currently reported                                                    |  |                                  | 48,808   |                                      |   | 4,304                                |   |   | 75,244  |  
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|Net cash provided by (used for) investing
  activities:                  |  |                                  |          |                                      |   |                                      |   |   |         |  
|As previously reported                                                   |  | $                                | 271,707  |                                      | $ | (7,931                               | ) | $ | (25,994 | )
|Adjustment                                                               |  |                                  | (2,658   | )                                    |   | (2,613                               | ) |   | (4,519  | )
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|As currently reported                                                    |  |                                  | 269,049  |                                      |   | (10,544                              | ) |   | (30,513 | )
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|Net cash provided by (used for) investing
  activities:                  |  |                                  |          |                                      |   |                                      |   |   |         |  
|As previously reported                                                   |  | $                                | (323,390 | )                                    | $ | (2,867                               | ) | $ | (91,788 | )
|Adjustment                                                               |  |                                  | (11,533  | )                                    |   | (5,008                               | ) |   | (387    | )
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  
|As currently reported                                                    |  |                                  | (334,923 | )                                    |   | (7,875                               | ) |   | (92,175 | )
|                                                                         |  |                                  |          |                                      |   |                                      |   |   |         |  

-55-

---



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

Note 3  Fresh-Start Reporting and
Reorganization Items

The
Debtors emergence from bankruptcy proceedings on November 10, 2003 resulted in
a new reporting entity and adoption of fresh-start reporting as of that date in
accordance with SOP 90-7. Accordingly, assets have been stated at fair value,
liabilities have been recorded at the present value of amounts estimated to be
paid, the accumulated deficit has been eliminated and new debt and equity
securities have been recorded in accordance with distributions pursuant to the
Plan. As a result of the adoption of fresh-start reporting, the Companys
post-emergence financial statements are not comparable with its pre-emergence
financial statements.

Reorganization
items in the consolidated statements of operations consists of the following:

|                                               |  |                                      |          |  
|---------------------------------------------- |  | ------------------------------------ | -------- | -
|                                               |  | Period
  Ended
  November 10,
  2003 |         
|                                               |  |                                      |         
|Professional
  fees                            |  | $                                    | 25,625   |  
|Employee
  costs                               |  |                                      | 20,401   |  
|Interest
  income                              |  |                                      | (608     | )
|Settlement
  of pre-petition liabilities       |  |                                      | (1,260   | )
|Write off of
  unamortized debt issuance costs |  |                                      | 11,730   |  
|Gain on debt
  discharge                       |  |                                      | (375,793 | )
|Fresh-start
  accounting adjustments           |  |                                      | (115,695 | )
|Other                                          |  |                                      | 17,369   |  
|                                               |  |                                      |          |  
|                                               |  | $                                    | (418,231 | )
|                                               |  |                                      |          |  

The gain on debt
discharge is determined as follows:

|                                                       |  |                                      |         | 
|------------------------------------------------------ |  | ------------------------------------ | ------- | 
|                                                       |  | Period
  Ended
  November 10,
  2003 |        
|                                                       |  |                                      |        
|Liabilities
  discharged                               |  | $                                    | 976,084 | 
|Less: Cash
  payments made                             |  |                                      | 50,943  | 
|Accruals for future payments to be made                |  |                                      | 5,120   | 
|Debt issued                                            |  |                                      | 250,591 | 
|Common stock and warrants issued                       |  |                                      | 276,446 | 
|Contingently redeemable warrants issued                |  |                                      | 6,030   | 
|Gain included in income from discontinued
  operations |  |                                      | 4,900   | 
|Other comprehensive income adjustment                  |  |                                      | 6,261   | 
|                                                       |  |                                      |         | 
|Gain on debt discharge                                 |  | $                                    | 375,793 | 
|                                                       |  |                                      |         | 

-56-

---



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

The income
effect of the fresh-start accounting adjustments is comprised of the following:

|                                                    |  |                                      |         |  
|--------------------------------------------------- |  | ------------------------------------ | ------- | -
|                                                    |  | Period
  Ended
  November 10,
  2003 |        
|                                                    |  |                                      |        
|Inventory                                           |  | $                                    | 2,586   |  
|Property,
  plant and equipment                     |  |                                      | 75,554  |  
|Goodwill                                            |  |                                      | 26,052  |  
|Intangible
  assets                                 |  |                                      | 73,149  |  
|Pension and
  postretirement assets and liabilities |  |                                      | (61,867 | )
|Other assets
  and liabilities                      |  |                                      | 221     |  
|                                                    |  |                                      |         |  
|Net
  fresh-start accounting adjustment             |  | $                                    | 115,695 |  
|                                                    |  |                                      |         |  

Note 4  Restructuring and Impairment Charges

Restructuring
Charges  2005

During
2005, the Company initiated actions to close three manufacturing facilities and
an administrative office in its manufacturing segment. In addition, the Company
initiated a workforce reduction affecting corporate and performance chemicals
employees. The Company expects to substantially complete implementation of
these restructuring actions by the end of 2006. The following tables summarize
the Companys expected costs and accruals for these restructuring actions:

|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  
|------------------------------------------------ |  | ------------- | ------ | ----------------------- | - | --------- | - | ----- | ------ | - | - | ------ | -
|                                                 |  | Manufacturing |        | Performance
  Chemicals |   | Corporate |   | Total |       
|                                                 |  |               |        |                         |   |           |   |       |       
|Employee
  Termination Costs                     |  |               |        |                         |   |           |   |       |        |   |   |        |  
|Costs
  incurred in current period               |  | $             | 1,559  |                         | $ | 58        |   | $     | 2,014  |   | $ | 3,631  |  
|Costs
  anticipated to be incurred in the future |  |               | 291    |                         |   |          |   |       |       |   |   | 291    |  
|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  
|Total costs
  expected to be incurred            |  | $             | 1,850  |                         | $ | 58        |   | $     | 2,014  |   | $ | 3,922  |  
|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  
|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  
|Provisions                                       |  | $             | 1,559  |                         | $ | 58        |   | $     | 2,014  |   | $ | 3,631  |  
|Amounts paid                                     |  |               | (1,032 | )                       |   | (58       | ) |       | (2,014 | ) |   | (3,104 | )
|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  
|Accrual
  balance at December 31, 2005           |  | $             | 527    |                         | $ |          |   | $     |       |   | $ | 527    |  
|                                                 |  |               |        |                         |   |           |   |       |        |   |   |        |  

|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  
|------------------------------------------------ |  | ------------- | ------ | ----------------------- | - | --------- |  | ----- | - |  | - | ------ | -
|                                                 |  | Manufacturing |        | Performance
  Chemicals |   | Corporate |  | Total |  
|                                                 |  |               |        |                         |   |           |  |       |  
|Facility Exit
  Costs                            |  |               |        |                         |   |           |  |       |   |  |   |        |  
|Costs
  incurred in current period               |  | $             | 1,443  |                         | $ |          |  | $     |  |  | $ | 1,443  |  
|Costs
  anticipated to be incurred in the future |  |               | 139    |                         |   |          |  |       |  |  |   | 139    |  
|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  
|Total costs
  expected to be incurred            |  | $             | 1,582  |                         | $ |          |  | $     |  |  | $ | 1,582  |  
|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  
|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  
|Provisions                                       |  | $             | 1,443  |                         | $ |          |  | $     |  |  | $ | 1,443  |  
|Amounts paid                                     |  |               | (1,035 | )                       |   |          |  |       |  |  |   | (1,035 | )
|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  
|Accrual
  balance at December 31, 2005           |  | $             | 408    |                         | $ |          |  | $     |  |  | $ | 408    |  
|                                                 |  |               |        |                         |   |           |  |       |   |  |   |        |  

-57-

---



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

Restructuring
Charges  Prior Years

During
2004, the Company initiated actions to close one facility in its manufacturing
segment and two facilities in its performance chemicals segment. In addition,
the Company initiated a workforce reduction affecting corporate employees. The
Companys restructuring actions during 2003 consist of two plant closures in
its performance chemicals segment. These 2004 and 2003 restructuring actions
have been substantially completed. The following tables summarize the Companys
expected costs and accruals for these restructuring actions:

|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|------------------------------------------------ |  | ------------- | ------ | ----------------------- | - | --------- | - | ----- | ---- | - | - | ------ | -
|                                                 |  | Manufacturing |        | Performance
  Chemicals |   | Corporate |   | Total |     
|                                                 |  |               |        |                         |   |           |   |       |     
|Employee Termination Costs                       |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Cumulative costs incurred                        |  | $             | 1,532  |                         | $ | 8,527     |   | $     | 132  |   | $ | 10,191 |  
|Costs anticipated to be incurred in the
  future |  |               |       |                         |   |          |   |       |     |   |   |       |  
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Total costs to be incurred                       |  | $             | 1,532  |                         | $ | 8,527     |   | $     | 132  |   | $ | 10,191 |  
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Provisions  restructuring                       |  | $             |       |                         | $ | 985       |   | $     |     |   | $ | 985    |  
|Provisions  reorganization items                |  |               |       |                         |   | 6,000     |   |       |     |   |   | 6,000  |  
|Amounts paid                                     |  |               |       |                         |   | (4,288    | ) |       |     |   |   | (4,288 | )
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Accrual balance at December 31, 2003             |  |               |       |                         |   | 2,697     |   |       |     |   |   | 2,697  |  
|Provisions                                       |  |               | 1,265  |                         |   | 1,381     |   |       | 132  |   |   | 2,778  |  
|Amounts paid                                     |  |               | (1,058 | )                       |   | (3,134    | ) |       | (16  | ) |   | (4,208 | )
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Accrual balance at December 31, 2004             |  |               | 207    |                         |   | 944       |   |       | 116  |   |   | 1,267  |  
|Provisions                                       |  |               | 267    |                         |   | 161       |   |       |     |   |   | 428    |  
|Amounts paid                                     |  |               | (474   | )                       |   | (1,056    | ) |       | (116 | ) |   | (1,646 | )
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  
|Accrual balance of December 31, 2005             |  | $             |       |                         | $ | 49        |   | $     |     |   | $ | 49     |  
|                                                 |  |               |        |                         |   |           |   |       |      |   |   |        |  

In
the performance chemicals segment, included in costs incurred during 2004, but
not in provisions in the accrual roll forward, is $1,130 of contractual
termination pension benefits, which have been recorded in the pension
liability.

|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|------------------------------------------------ |  | ------------- | ---- | ----------------------- | - | --------- | - | ----- | - |  | - | ------- | -
|                                                 |  | Manufacturing |      | Performance
  Chemicals |   | Corporate |   | Total |  
|                                                 |  |               |      |                         |   |           |   |       |  
|Facility Exit Costs                              |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Cumulative costs incurred                        |  | $             | 586  |                         | $ | 15,650    |   | $     |  |  | $ | 16,236  |  
|Costs anticipated to be incurred in the
  future |  |               |     |                         |   | 396       |   |       |  |  |   | 396     |  
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Total costs to be incurred                       |  | $             | 586  |                         | $ | 16,046    |   | $     |  |  | $ | 16,632  |  
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Provisions  restructuring                       |  | $             |     |                         | $ | 191       |   | $     |  |  | $ | 191     |  
|Provisions  reorganization items                |  |               |     |                         |   | 7,949     |   |       |  |  |   | 7,949   |  
|Amounts paid                                     |  |               |     |                         |   | (2,489    | ) |       |  |  |   | (2,489  | )
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Accrual balance at December 31, 2003             |  |               |     |                         |   | 5,651     |   |       |  |  |   | 5,651   |  
|Provisions                                       |  |               | 430  |                         |   | 6,113     |   |       |  |  |   | 6,543   |  
|Amounts paid                                     |  |               | (430 | )                       |   | (10,921   | ) |       |  |  |   | (11,351 | )
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Accrual balance at December 31, 2004             |  |               |     |                         |   | 843       |   |       |  |  |   | 843     |  
|Provisions                                       |  |               | 156  |                         |   | 1,397     |   |       |  |  |   | 1,553   |  
|Amounts paid                                     |  |               | (156 | )                       |   | (2,240    | ) |       |  |  |   | (2,396  | )
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  
|Accrual balance at December 31, 2005             |  | $             |     |                         | $ |          |   | $     |  |  | $ |        |  
|                                                 |  |               |      |                         |   |           |   |       |   |  |   |         |  

-58-

---



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

During
2003, the Company reversed $1,064 of charges taken for restructuring plans from
previous periods due to changes in the plans and differences in the estimated
costs and the amount ultimately incurred.

Impairment Charges

During
December 2005, the Company announced its intention to close a facility in
Waterdown, Ontario, Canada, which is included in the manufacturing segment.
Accordingly, the long-lived assets at this facility were assessed for
impairment. Based on the results of this assessment, the Company recorded a
non-cash impairment charge of $453 to reduce the fixed assets at this facility
to fair value, which was determined based upon market prices for similar
assets.

On
November 30, 2005, the Company announced that it had executed a non-binding
letter of intent to sell its Noma CableTech business located in Stouffville,
Ontario, Canada, which is included in the manufacturing segment. Accordingly,
the long-lived assets at this facility were assessed for impairment. Based on
the results of this assessment, the Company recorded a non-cash impairment
charge of $6,808, which was determined based upon a probability-weighted
analysis of the proposed sale proceeds and the present value of operating cash
flows.

During
August 2005, the Company closed a facility in Guelph, Ontario, Canada, which is
included in the manufacturing segment. Accordingly, the long-lived assets at
the facility were assessed for impairment. Based on the results of the
assessment, the Company recorded a non-cash impairment charge of $642 to reduce
the fixed assets at this facility to fair value, which was determined based
upon market prices for similar assets.

During
July 2005, the Company closed a facility in Cleveland, Ohio, which is included
in the performance chemicals segment. Accordingly, the long-lived assets at the
facility were assessed for impairment. Based on the results of this assessment,
the Company recorded a non-cash impairment charge of $758 to reduce the fixed
assets at this facility to fair value, which was determined based on market
transactions for similar assets.

During
December 2004, the Company closed a facility in Klamath Falls, Oregon, which is
included in the performance chemicals segment. Accordingly, the Company
reclassified the assets at the facility (primarily land and building) to assets
held for sale and assessed the long-lived assets at this facility for
impairment. Based on the results of this assessment, the Company recorded a
non-cash impairment charge of $178 to reduce the fixed assets to fair value,
which was determined based on market transactions for similar assets.

On
September 30, 2004, certain subsidiaries of the Company entered into a share
purchase and transfer agreement under which the Company agreed to sell its 50
percent interest in the PrettlNoma Systems joint venture to Prettl Industrie Beteiligungs
GmbH. The agreement effectively terminates the joint venture, which supplies
panel systems for the appliance industry. As a result, the Company recorded an
impairment to the carrying value of its investment in the joint venture in
other (income) expense of $12,670, reflecting an other than temporary decline
in value in accordance with the provisions of Accounting Principles Board
Opinion No. 18.

-59-

---



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

On
February 28, 2003, the Company announced a plan to wind down and close
operations at its facility in Claymont, Delaware, which is included in the
performance chemicals segment. Accordingly, the Company assessed the long-lived
assets at this facility for impairment. Based on the results of this
assessment, the Company recorded a non-cash impairment charge of $24,661 to
reduce the carrying value of the fixed assets at this facility to fair value,
which was determined based on a number of factors, including an analysis of
market transactions for similar assets.

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
warrants, 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:

|                                                   |  |  |                          |  |  |              |  |  |              |  |  |              | 
|-------------------------------------------------- |  |  | ------------------------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
|                                                   |  |  | Successor Company        |  |  | Predecessor  | 
|                                                   |  |  |                          |  |  |              | 
|                                                   |  |  | Years Ended December 31, |  |  | Period Ended |  |  | Period Ended | 
|                                                   |  |  |                          |  |  |              |  |  | December 31, |  |  | November 10, | 
|                                                   |  |  | 2005                     |  |  | 2004         |  |  | 2003         |  |  | 2003         | 
|                                                   |  |  |                          |  |  |              |  |  |              |  |  |              | 
|Basic earnings
  per common share:                 |  |  |                          |  |  |              |  |  |              |  |  |              | 
|Weighted
        average common shares outstanding |  |  | 10,040,709               |  |  | 10,000,000   |  |  | 10,000,000   |  |  | 25,564,310   | 
|                                                   |  |  |                          |  |  |              |  |  |              |  |  |              | 
|Diluted earnings
  per common share:               |  |  |                          |  |  |              |  |  |              |  |  |              | 
|Weighted average
  common shares outstanding       |  |  | 10,040,709               |  |  | 10,000,000   |  |  | 10,000,000   |  |  | 25,564,310   | 
|Options and
  restricted stock                     |  |  | 72,243                   |  |  | 27,500       |  |  |             |  |  | 625          | 
|                                                   |  |  |                          |  |  |              |  |  |              |  |  |              | 
|Total                                              |  |  | 10,112,952               |  |  | 10,027,500   |  |  | 10,000,000   |  |  | 25,564,935   | 
|                                                   |  |  |                          |  |  |              |  |  |              |  |  |              | 

For
the year ended December 31, 2005 and 2004, and the periods ended December 31,
2003 and November 10, 2003 there were potentially dilutive securities totaling
3,035,877, 1,067,973, 2,094,645, and 2,659,000, respectively, that were not
included in the computation of diluted earnings per common share due to their
anti-dilutive effect.

Note 6 
Income Taxes

Income
from continuing operations before income taxes is as follows:

|              |  |                          |        |              |   |              |              |      |              |   |   |         |  
|------------- |  | ------------------------ | ------ | ------------ | - | ------------ | ------------ | ---- | ------------ | - | - | ------- | -
|              |  | Successor Company        |        | Predecessor  |  
|              |  |                          |        |              |  
|              |  | Years Ended December 31, |        | Period Ended |   | Period Ended |             
|              |  |                          |        |              |   |              | December 31, |      | November 10, |  
|              |  | 2005                     |        | 2004         |   | 2003         |              | 2003 |             
|              |  |                          |        |              |   |              |              |      |             
|United States |  | $                        | 11,992 |              | $ | 10,629       |              | $    | (755         | ) | $ | 461,620 |  
|Foreign       |  |                          | (6,416 | )            |   | 11,875       |              |      | 4,548        |   |   | (17,402 | )
|              |  |                          |        |              |   |              |              |      |              |   |   |         |  
|Total         |  | $                        | 5,576  |              | $ | 22,504       |              | $    | 3,793        |   | $ | 444,218 |  
|              |  |                          |        |              |   |              |              |      |              |   |   |         |  

-60-

---



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

The
components of the income tax provision (benefit) are as follows:

|               |  |                          |        |              |   |              |              |      |              |   |   |         |  
|-------------- |  | ------------------------ | ------ | ------------ | - | ------------ | ------------ | ---- | ------------ | - | - | ------- | -
|               |  | Successor Company        |        | Predecessor  |  
|               |  |                          |        |              |  
|               |  | Years Ended December 31, |        | Period Ended |   | Period Ended |             
|               |  |                          |        |              |   |              | December 31, |      | November 10, |  
|               |  | 2005                     |        | 2004         |   | 2003         |              | 2003 |             
|               |  |                          |        |              |   |              |              |      |             
|United States: |  |                          |        |              |   |              |              |      |              |   |   |         |  
|Current        |  | $                        | (4,794 | )            | $ | (4,570       | )            | $    |             |   | $ |        |  
|Deferred       |  |                          | 6,848  |              |   | 15,891       |              |      | 1,741        |   |   | (8,815  | )
|Foreign:       |  |                          |        |              |   |              |              |      |              |   |   |         |  
|Current        |  |                          | 2,012  |              |   | 5,812        |              |      | 578          |   |   | (1,646  | )
|Deferred       |  |                          | (2,463 | )            |   | (2,792       | )            |      | (579         | ) |   | (11,922 | )
|State:         |  |                          |        |              |   |              |              |      |              |   |   |         |  
|Current        |  |                          | 1,296  |              |   | (1,235       | )            |      |             |   |   | 812     |  
|Deferred       |  |                          | (622   | )            |   | 1,998        |              |      | 102          |   |   | (2,240  | )
|               |  |                          |        |              |   |              |              |      |              |   |   |         |  
|Total          |  | $                        | 2,277  |              | $ | 15,104       |              | $    | 1,842        |   | $ | (23,811 | )
|               |  |                          |        |              |   |              |              |      |              |   |   |         |  

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

|                                          |  |                     |         |                     |   |         | 
|----------------------------------------- |  | ------------------- | ------- | ------------------- | - | ------- | 
|                                          |  | Successor           |        
|                                          |  |                     |        
|                                          |  | December 31,
  2005 |         | December 31,
  2004 |  
|                                          |  |                     |         |                     |  
|Net operating
  loss carry forwards       |  | $                   | 23,589  |                     | $ | 9,554   | 
|Postretirement
  benefits                 |  |                     | 35,983  |                     |   | 56,889  | 
|Other accruals
  not currently deductible |  |                     | 30,199  |                     |   | 31,588  | 
|Goodwill                                  |  |                     | 21,956  |                     |   | 24,146  | 
|Foreign
  operations                      |  |                     | 19,705  |                     |   | 19,678  | 
|                                          |  |                     |         |                     |   |         | 
|Deferred tax
  assets                     |  |                     | 131,432 |                     |   | 141,855 | 
|                                          |  |                     |         |                     |   |         | 
|Intangibles                               |  |                     | 22,599  |                     |   | 27,084  | 
|Property, plant
  and equipment           |  |                     | 70,801  |                     |   | 78,994  | 
|Other                                     |  |                     | 12,294  |                     |   | 11,008  | 
|                                          |  |                     |         |                     |   |         | 
|Deferred tax
  liabilities                |  |                     | 105,694 |                     |   | 117,086 | 
|Valuation
  allowance                     |  |                     | 20,112  |                     |   | 19,678  | 
|                                          |  |                     |         |                     |   |         | 
|Net deferred tax
  assets (liabilities)   |  | $                   | 5,626   |                     | $ | 5,091   | 
|                                          |  |                     |         |                     |   |         | 

At
December 31, 2005 and 2004, the Company had deferred tax assets of $19,705 and
$19,678 related to foreign tax credits, for which a full valuation allowance
had been provided. Net operating loss carryforwards in the United States will
expire in future years through 2025 and carryforwards in foreign countries
expire in future years through 2015. On November 10, 2003, the Company emerged
from Chapter 11 and for the period ended November 10, 2003 recorded income of $376
million related to the discharge of indebtedness. The Company recorded tax
expense for the period ended November 10, 2003 of $57 million on this income,
which represents a non-cash charge related to a reduction in the value of the
Companys tax basis in its assets as required by the Internal Revenue Code.
Based upon projections of the Companys future domestic taxable income the
Company concluded during the fourth quarter of 2003 that it was more likely
than not it would be able to realize its domestic net deferred tax assets.
Accordingly, during the period ended November 10, 2003 the Company recorded a
decrease in its valuation allowance of $99 million effectively restoring the
carrying value of its domestic net deferred tax asset. The increase of $434 to
the valuation allowance during 2005 is primarily due to certain foreign

-61-

---



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

operating loss carry forwards generated during the
year for which the Company has concluded that it is more likely than not that
the carry forwards will not be realized. The Company has an unrecognized
deferred tax liability for a temporary difference related to an investment in a
foreign subsidiary that is essentially permanent in duration. It is not
currently practicable to determine the tax effect of this temporary difference.
The Company will continue to monitor the likelihood of realizing its net
deferred tax assets and future adjustments to the deferred tax asset valuation
allowances will be recorded as necessary. The Company took advantage of the
foreign earnings repatriation provision of the American Jobs Creation Act of
2004 for certain foreign earnings repatriated during 2004. The effect on tax
expense of applying this provision to eligible dividends is approximately $771.

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

|                                           |  |  |                                  |      |                                                        |      |                                                        |  |      |   |  |  |  |      |   |  |  |  |       |    | 
|------------------------------------------ |  |  | -------------------------------- | ---- | ------------------------------------------------------ | ---- | ------------------------------------------------------ |  | ---- | - |  |  |  | ---- | - |  |  |  | ----- | -- | 
|                                           |  |  | Successor                        |      | Predecessor                                            |     
|                                           |  |  |                                  |      |                                                        |     
|                                           |  |  | Years
        Ended December 31, |      | Period
        Ended
        December 31,
        2003 |      | Period
        Ended
        November 10,
        2003 | 
|                                           |  |  |                                  |      |                                                        |     
|                                           |  |  | 2005                             |      |                                                        | 2004 |                                                        |  |     
|                                           |  |  |                                  |      |                                                        |      |                                                        |  |      |   | 
|U.S. federal statutory
        rate        |  |  |                                  | 35.0 | %                                                      |      |                                                        |  | 35.0 | % |  |  |  | 35.0 | % |  |  |  | 35.0  | %  | 
|State income taxes, net of federal benefit |  |  |                                  | 7.4  |                                                        |      |                                                        |  | 2.4  |   |  |  |  | (0.8 | ) |  |  |  | 0.2   |    | 
|Tax effect of foreign
        operations   |  |  |                                  | (5.2 | )                                                      |      |                                                        |  | 18.6 |   |  |  |  | 13.6 |   |  |  |  | (1.1  | )  | 
|Valuation allowance                        |  |  |                                  |     |                                                        |      |                                                        |  |     |   |  |  |  |     |   |  |  |  | (16.3 | )  | 
|Impact of attribute reduction              |  |  |                                  |     |                                                        |      |                                                        |  |     |   |  |  |  |     |   |  |  |  | (16.8 | )  | 
|Sale of equity interest                    |  |  |                                  |     |                                                        |      |                                                        |  | 10.2 |   |  |  |  |     |   |  |  |  |      |    | 
|Fresh Start adjustment                     |  |  |                                  |     |                                                        |      |                                                        |  |     |   |  |  |  |     |   |  |  |  | (6.1  | )  | 
|Other                                      |  |  |                                  | 3.6  |                                                        |      |                                                        |  | 0.9  |   |  |  |  | 0.8  |   |  |  |  | (0.3  | )  | 
|                                           |  |  |                                  |      |                                                        |      |                                                        |  |      |   |  |  |  |      |   |  |  |  |       |    | 
|Total                                      |  |  |                                  | 40.8 | %                                                      |      |                                                        |  | 67.1 | % |  |  |  | 48.6 | % |  |  |  | (5.4  | )% | 
|                                           |  |  |                                  |      |                                                        |      |                                                        |  |      |   |  |  |  |      |   |  |  |  |       |    | 

Note 7 
Pension Plans and Other Postretirement Benefits

The
Company maintains several defined benefit pension plans covering certain
employees in Canada 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 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 $1,595, $2,215, $168, and $585 for the years
ended December 31, 2005 and 2004 and the periods ended December 31, 2003 and
November 10, 2003, respectively.

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

-62-

---



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

Accruals
for pension and other post-retirement benefit costs utilize a number of
accounting mechanisms that reduce the volatility of reported costs. Differences
between actuarial assumptions and actual plan results are deferred and are amortized
into expense only when the accumulated differences exceed 10 percent of the
greater of the projected benefit obligation or the market-related value of plan
assets. If necessary, the excess is amortized over the average remaining
service period of active employees. Additionally, the impact of asset
performance on pension expense is recognized over a five-year phase-in period
though a market-related value of assets calculation. Since the market-related
value of assets recognizes investment gains or losses over a five-year period,
the future value of assets will be impacted as previously deferred gains or
losses are recognized.

|                                           |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |   |        |   |   |     |  |   |       |  
|------------------------------------------ |  | ---------------- | ------- | ----------------------------- | - | --------------------------- | - | ----------- | ------ | --------------------------- | - | --------------------------- | - | - | ------ | - | - | ------ | - | - | --- |  | - | ----- | -
|                                           |  | Pension Benefits |         | Other Postretirement Benefits |  
|                                           |  |                  |         |                               |  
|                                           |  | Successor        |         | Predecessor                   |   | Successor                   |   | Predecessor |       
|                                           |  |                  |         |                               |   |                             |   |             |       
|                                           |  | Years Ended      |         | PeriodEndedDecember31, 2003   |   | PeriodEndedNovember10, 2003 |   | Years Ended |        | PeriodEndedDecember31, 2003 |   | PeriodEndedNovember10, 2003 |  
|                                           |  | December 31,     |         |                               |   | December 31,                |   |             |       
|                                           |  |                  |         |                               |   |                             |   |             |       
|                                           |  | 2005             |         | 2004                          |   |                             |   | 2005        |        | 2004                        |   |                             |  
|                                           |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |  
|Components of
  net periodic benefit cost: |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |   |        |   |   |     |  |   |       |  
|Service cost                               |  | $                | 1,540   |                               | $ | 2,636                       |   | $           | 1,299  |                             | $ | 3,868                       |   | $ | 1,164  |   | $ | 1,189  |   | $ | 237 |  | $ | 1,046 |  
|Interest cost                              |  |                  | 13,094  |                               |   | 13,869                      |   |             | 3,326  |                             |   | 9,961                       |   |   | 2,551  |   |   | 3,587  |   |   | 709 |  |   | 3,135 |  
|Expected return
  on plan assets           |  |                  | (14,226 | )                             |   | (12,375                     | ) |             | (3,175 | )                           |   | (9,530                      | ) |   |       |   |   |       |   |   |    |  |   |      |  
|Amortization of
  net:                     |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |   |        |   |   |     |  |   |       |  
|Prior service
  cost                       |  |                  | 74      |                               |   | 56                          |   |             |       |                             |   | 255                         |   |   | (3,672 | ) |   | (1,366 | ) |   |    |  |   | (652  | )
|(Gain)/loss                                |  |                  | 5       |                               |   |                            |   |             |       |                             |   | 535                         |   |   | (68    | ) |   | (163   | ) |   |    |  |   | 38    |  
|                                           |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |   |        |   |   |     |  |   |       |  
|Net periodic
  benefit cost (income)       |  | $                | 487     |                               | $ | 4,186                       |   | $           | 1,450  |                             | $ | 5,089                       |   | $ | (25    | ) | $ | 3,247  |   | $ | 946 |  | $ | 3,567 |  
|                                           |  |                  |         |                               |   |                             |   |             |        |                             |   |                             |   |   |        |   |   |        |   |   |     |  |   |       |  

On
August 31, 2005, the Company terminated and settled its two pension plans in
Ireland, which resulted in a settlement loss of $626.

During
the first quarter of 2004, the Company notified its employees that benefit
accruals in defined benefit pension plans covering domestic salaried and
certain hourly employees would be frozen effective April 1, 2004. This action
resulted in a curtailment gain of $13,414. During the second quarter of 2004,
the Company accrued $1,130 of contractual termination pension benefits, related
to the closure of a plant, which was recorded as a component of restructuring
and impairment charges.

In
addition, during 2003 the Company closed two plant facilities which resulted in
curtailment losses recognized of $206 and $2,382 for the pension and other
post-retirement benefit plans, respectively, and contractual termination
benefits of $6,289 for the pension plan. These amounts were recognized as a
component of reorganization items, net.

-63-

---



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

|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|------------------------------------------------ |  | ------------------------------- | ------- | ---------------------------------------------- | - | ------- | - | ---- | ------- | - | - | ------- | -
|                                                 |  | Pension Benefits
  December 31, |         | Other
  Postretirement Benefits
  December 31, |  
|                                                 |  |                                 |         |                                                |  
|                                                 |  | 2005                            |         | 2004                                           |   | 2005    |   | 2004 |        
|                                                 |  |                                 |         |                                                |   |         |   |      |        
|Change in
  benefit obligation:                  |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Benefit
  obligation at prior measurement date   |  | $                               | 240,609 |                                                | $ | 247,693 |   | $    | 50,916  |   | $ | 74,648  |  
|Service cost                                     |  |                                 | 1,540   |                                                |   | 2,636   |   |      | 1,164   |   |   | 1,189   |  
|Employee contributions                           |  |                                 |        |                                                |   | 16      |   |      |        |   |   |        |  
|Interest cost                                    |  |                                 | 13,094  |                                                |   | 13,869  |   |      | 2,551   |   |   | 3,587   |  
|Actuarial
  (gain)/loss                          |  |                                 | 10,947  |                                                |   | 5,098   |   |      | 6,179   |   |   | (4,613  | )
|Foreign currency
  translation                   |  |                                 | (776    | )                                              |   | 1,337   |   |      | 160     |   |   | 318     |  
|Benefits paid                                    |  |                                 | (15,053 | )                                              |   | (14,102 | ) |      | (4,959  | ) |   | (6,048  | )
|Plan amendments                                  |  |                                 | (102    | )                                              |   | 983     |   |      | (7,730  | ) |   | (18,165 | )
|Settlements and
  curtailments                   |  |                                 | (10,214 | )                                              |   | (18,051 | ) |      |        |   |   |        |  
|Special
  termination benefits                   |  |                                 |        |                                                |   | 1,130   |   |      |        |   |   |        |  
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Benefit
  obligation at measurement date         |  | $                               | 240,045 |                                                | $ | 240,609 |   | $    | 48,281  |   | $ | 50,916  |  
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Change in plan
  assets:                         |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Fair value of
  assets at prior measurement date |  | $                               | 168,108 |                                                | $ | 144,783 |   | $    |        |   | $ |        |  
|Actual return on
  plan assets                   |  |                                 | 11,764  |                                                |   | 13,468  |   |      |        |   |   |        |  
|Employer
  contributions                         |  |                                 | 37,522  |                                                |   | 22,883  |   |      | 4,959   |   |   | 6,048   |  
|Employee
  contributions                         |  |                                 |        |                                                |   | 16      |   |      |        |   |   |        |  
|Foreign currency
  translation                   |  |                                 | (519    | )                                              |   | 1,060   |   |      |        |   |   |        |  
|Benefits paid                                    |  |                                 | (15,053 | )                                              |   | (14,102 | ) |      | (4,959  | ) |   | (6,048  | )
|Settlements                                      |  |                                 | (10,214 | )                                              |   |        |   |      |        |   |   |        |  
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Fair value of
  assets at measurement date       |  | $                               | 191,608 |                                                | $ | 168,108 |   | $    |        |   | $ |        |  
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Reconciliation of funded status:                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Funded status                                    |  | $                               | (48,437 | )                                              | $ | (72,501 | ) | $    | (48,281 | ) | $ | (50,916 | )
|Unrecognized
  net:                              |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Prior service
  cost                             |  |                                 | 751     |                                                |   | 927     |   |      | (20,857 | ) |   | (16,799 | )
|(Gain)/loss                                      |  |                                 | 12,197  |                                                |   | (514    | ) |      | 1,624   |   |   | (4,691  | )
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Net amount
  recognized                          |  | $                               | (35,489 | )                                              | $ | (72,088 | ) | $    | (67,514 | ) | $ | (72,406 | )
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Amounts
  recognized in the balance sheet:       |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Prepaid benefit
  cost                           |  | $                               | 564     |                                                | $ |        |   | $    |        |   | $ |        |  
|Accrued
  liability                              |  |                                 | (45,013 | )                                              |   | (75,569 | ) |      | (67,514 | ) |   | (72,406 | )
|Intangible asset                                 |  |                                 | 853     |                                                |   | 927     |   |      |        |   |   |        |  
|Accumulated
  other comprehensive income         |  |                                 | 8,107   |                                                |   | 2,554   |   |      |        |   |   |        |  
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  
|Net amount
  recognized                          |  | $                               | (35,489 | )                                              | $ | (72,088 | ) | $    | (67,514 | ) | $ | (72,406 | )
|                                                 |  |                                 |         |                                                |   |         |   |      |         |   |   |         |  

During
the third quarter of 2004, the Company adopted the provisions of FASB Staff
Position No. FAS 106-2, Accounting and Disclosure Requirements Related to
the Medicare Prescription Drug, Improvement and Modernization Act of 2003
(FSP FAS 106-2). The effect of adopting FSP FAS 106-2 was a reduction to the
accumulated postretirement benefit obligation of $8,220. This reduction will be
amortized as a component of net periodic postretirement benefit cost over the
average remaining service periods of active plan participants.

-64-

---



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

Effective
June 1, 2005, the Company implemented plan amendments to one of its
postretirement medical plans which cap the Companys cost for providing these
benefits at current levels. The effect of these changes was a reduction to the
accumulated postretirement benefit obligation of $7,730 which will be amortized
as a component of net periodic postretirement benefit cost over the average
remaining service period until full eligibility of active plan participants.

Additionally,
effective July 1, 2004, the Company implemented plan amendments to certain
postretirement medical plans, which cap the Companys cost for providing these
benefits at current levels. The effect of these changes was a reduction to the
accumulated postretirement benefit obligation of $18,165 which will be
amortized as a component of net periodic postretirement benefit cost over the
average remaining service period until full eligibility of active plan
participants.

The
accumulated benefit obligations for the defined benefit plans were $236,185 and
$235,450 at December 31, 2005 and 2004, respectively. For pension plans
included above with aggregate benefit obligations and accumulated benefit
obligations in excess of plan assets, at December 31, 2005 and 2004, the
projected benefit obligations were $236,828 and $237,747, respectively, the
accumulated benefit obligations were $233,181 and $232,645, respectively, and
the fair values of plan assets for these plans were $188,057 and $165,212,
respectively.

Gross
benefits expected to be paid from the plans and Medicare Part D federal subsidy
payments expected to be received are as follows:

| |           |  |                    |        |                                   |   |                     |  |   |       | 
| | --------- |  | ------------------ | ------ | --------------------------------- | - | ------------------- |  | - | ----- | 
| |           |  | Pension
  Benefits |        | Other
  Postretirement
  Benefits |   | Federal
  Subsidies | 
| |           |  |                    |        |                                   |   |                     | 
| | 2006      |  | $                  | 15,300 |                                   | $ | 3,300               |  | $ | 500   | 
| | 2007      |  |                    | 15,400 |                                   |   | 3,500               |  |   | 500   | 
| | 2008      |  |                    | 15,500 |                                   |   | 3,500               |  |   | 600   | 
| | 2009      |  |                    | 15,700 |                                   |   | 3,500               |  |   | 600   | 
| | 2010      |  |                    | 15,900 |                                   |   | 3,500               |  |   | 700   | 
| | 2011-2015 |  |                    | 82,600 |                                   |   | 18,700              |  |   | 4,100 | 

The
weighted-average assumptions used to determine benefit obligations for the
plans were:

| |                                                     |  |  |      |   |      |    |      |  |   |  
| | --------------------------------------------------- |  |  | ---- | - | ---- | -- | ---- |  | - | -
| |                                                     |  |  | 2005 |   | 2004 |    | 2003
| |                                                     |  |  |      |   |      |    |     
| | Discount rate                                       |  |  | 53⁄4   | % |      | 53⁄4 | %    |  | 6 | %
| | Average rate of
  increase in employee compensation |  |  | 4    | % |      | 4  | %    |  | 5 | %

The
weighted-average assumptions used to determine net periodic benefit cost for
the plans were:

| |                                                     |  |  |      |   |      |   |      |  |    |  
| | --------------------------------------------------- |  |  | ---- | - | ---- | - | ---- |  | -- | -
| |                                                     |  |  | 2005 |   | 2004 |   | 2003
| |                                                     |  |  |      |   |      |   |     
| | Discount rate                                       |  |  | 53⁄4   | % |      | 6 | %    |  | 61⁄2 | %
| | Long-term rate
  of return on assets                |  |  | 8    | % |      | 8 | %    |  | 8  | %
| | Average rate of
  increase in employee compensation |  |  | 4    | % |      | 5 | %    |  | 5  | %

-65-

---



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

The
expected long-term rate of return on assets is developed based upon the
expected future return of asset classes the plans invest in, along with the
expected future mix of investments in the pension trusts.  The Company considers historical returns of
the pension assets, independent market forecasts and management estimates when
developing the expected long-term rate of return on assets.

The
  health care cost trend rate used in accounting for the medical plans was nine
  percent in 2005 (decreasing to six percent in the year 2009 and beyond) and
  10 percent in 2004 (decreasing to six percent in the year 2009 and beyond). A
  one percent increase in the health care trend rate would increase the accumulated
  postretirement benefit obligation by $4,766 at year-end 2005 and the net periodic
  cost by $515 for the year. A one percent decrease in the health care trend rate
  would decrease the accumulated postretirement benefit obligation by $3,983 at
  year-end 2005 and the net periodic cost by $408 for the year.

The
dates used to measure plan assets and liabilities were October 31, 2005 and
2004 for all plans.

The
pension trusts weighted-average asset allocations at October 31, 2005 and 2004
were:

|                    |  |  |      |   |      |     |   | 
|------------------- |  |  | ---- | - | ---- | --- | - | 
|Asset
  Category    |  |  | 2005 |   | 2004 |    
|                    |  |  |      |   |      |    
|Debt securities     |  |  | 45   | % |      | 55  | %
|Equity
  securities |  |  | 54   | % |      | 43  | %
|Real estate         |  |  | 1    | % |      | 2   | %
|                    |  |  |      |   |      |     |  
|                    |  |  | 100  | % |      | 100 | %
|                    |  |  |      |   |      |     |  

The Companys investment policy for its
pension trusts is to balance risk and return through a diversified portfolio of
fixed income securities, equity securities and private equity investments.
Maturities for fixed income securities are managed such that sufficient liquidity
exists to meet near-term benefit payment obligations.  In 2006, the Company expects to contribute approximately $500 to
its pension plan trusts.

Note 8 
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, 2005 are as follows:

|                          |  |   |        |  | 
|------------------------- |  | - | ------ |  | 
|Years Ending December 31, |  |   |        |  | 
|                          |  |   |        |  | 
|2006                      |  | $ | 5,644  | 
|2007                      |  |   | 5,253  | 
|2008                      |  |   | 4,863  | 
|2009                      |  |   | 4,144  | 
|2010                      |  |   | 4,102  | 
|thereafter                |  |   | 1,402  | 
|                          |  |   |        | 
|                          |  | $ | 25,408 | 
|                          |  |   |        | 

-66-

---



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

Rental
expense for the years ended December 31, 2005 and 2004, and the periods ended
December 31, 2003 and November 10, 2003 was $13,688, $12,141, $1,582 and
$9,280, respectively.

Environmental Matters

Accruals
for environmental liabilities are recorded based on current interpretations of
applicable environmental laws and regulations when it is probable that a
liability has been incurred and the amount of such liability can be reasonably
estimated.  Estimates are established
based upon information available to management to date, the nature and extent
of the environmental liability, the Companys experience with similar
activities undertaken, estimates obtained from outside consultants and the
legal and regulatory framework in the jurisdiction in which the liability arose.  The potential costs related to environmental
matters and their estimated impact on future operations are difficult to
predict due to the uncertainties regarding the extent of any required
remediation, the complexity and interpretation of applicable laws and
regulations, possible modification of existing laws and regulations or the
adoption of new laws or regulations in the future, and the numerous alternative
remediation methods and their related varying costs.  The material components of the Companys environmental accruals
include potential costs, as applicable, for investigation, monitoring,
remediation and ongoing maintenance activities at any affected site.  Accrued liabilities for environmental
matters do not include third-party recoveries nor have they been
discounted.  The time frame over which
these liabilities will be paid out is subject to significant uncertainties, and
is not presently determinable.  Activity
in the aggregate accrued liability for environmental matters is summarized as
follows:

|                               |  |      |        |      |   |        |  
|------------------------------ |  | ---- | ------ | ---- | - | ------ | -
|                               |  | 2005 |        | 2004 |  
|                               |  |      |        |      |  
|Balance at beginning of period |  | $    | 34,532 |      | $ | 29,103 |  
|Accruals, net                  |  |      | 2,117  |      |   | 10,518 |  
|Payments                       |  |      | (6,570 | )    |   | (5,121 | )
|Transfer of liability          |  |      | (2,765 | )    |   |       |  
|Foreign exchange and other     |  |      | 11     |      |   | 32     |  
|                               |  |      |        |      |   |        |  
|Balance at end of period       |  | $    | 27,325 |      | $ | 34,532 |  
|                               |  |      |        |      |   |        |  

On
April 30, 2004, the Company and Honeywell International Inc. entered into a
settlement agreement relating to the Companys proposed rejection in the
Companys bankruptcy proceedings of certain executory contracts dealing with
environmental issues at sites formerly owned by Honeywells predecessor, along
with certain other claims made by Honeywell.
The settlement agreement provides, among other things, that the Company
will transfer ownership of two sites to Honeywell in exchange for Honeywell
assuming all environmental liabilities at these sites, along with any
groundwater contamination at another site.
In addition, Honeywell agreed to share with the Company the costs of
certain environmental remediation at two other sites that will continue to be
owned by GenTek. Accordingly, the Company recorded a receivable of $6,000,
which represents amounts expected to be received over the next several years
from Honeywell in accordance with the cost sharing provisions of the
agreement.  The balance remaining to be
received at December 31, 2005 was $1,341.

Contingencies

-67-

---



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

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 9 
Additional Financial Information

| |                                   |  |                     |         |                     |   |         |  
| | --------------------------------- |  | ------------------- | ------- | ------------------- | - | ------- | -
| |                                   |  | Successor           |        
| |                                   |  |                     |        
| |                                   |  | December 31,
  2005 |         | December 31,
  2004 |  
| |                                   |  |                     |         |                     |  
| | Receivables                       |  |                     |         |                     |   |         |  
| | Trade                             |  | $                   | 120,505 |                     | $ | 114,320 |  
| | Other                             |  |                     | 10,455  |                     |   | 10,127  |  
| | Allowance for
  doubtful accounts |  |                     | (6,112  | )                   |   | (8,193  | )
| |                                   |  |                     |         |                     |   |         |  
| |                                   |  | $                   | 124,848 |                     | $ | 116,254 |  
| |                                   |  |                     |         |                     |   |         |  

| |                           |  |                     |        |                     |   |        | 
| | ------------------------- |  | ------------------- | ------ | ------------------- | - | ------ | 
| |                           |  | Successor           |       
| |                           |  |                     |       
| |                           |  | December 31,
  2005 |        | December 31,
  2004 |  
| |                           |  |                     |        |                     |  
| | Inventories               |  |                     |        |                     |  
| | Raw materials             |  | $                   | 29,564 |                     | $ | 32,394 | 
| | Work in process           |  |                     | 9,737  |                     |   | 9,630  | 
| | Finished
  products       |  |                     | 36,315 |                     |   | 32,493 | 
| | Supplies and
  containers |  |                     | 1,747  |                     |   | 1,657  | 
| |                           |  |                     |        |                     |   |        | 
| |                           |  | $                   | 77,363 |                     | $ | 76,174 | 
| |                           |  |                     |        |                     |   |        | 

Inventories
valued at LIFO amounted to $11,247 and $11,782 at December 31, 2005 and 2004,
respectively, which were below estimated replacement cost by $1,689 and $538,
respectively. The impact of LIFO liquidations in 2005, 2004 and 2003 was not
significant.

| |                                                    |  |                     |         |                     |   |         | 
| | -------------------------------------------------- |  | ------------------- | ------- | ------------------- | - | ------- | 
| |                                                    |  | Successor Company   |        
| |                                                    |  |                     |        
| |                                                    |  | December 31,
  2005 |         | December 31,
  2004 |  
| |                                                    |  |                     |         |                     |  
| | Property, Plant and Equipment                      |  |                     |         |                     |   |         | 
| | Land and
  improvements                            |  | $                   | 51,522  |                     | $ | 51,987  | 
| | Machinery and
  equipment                          |  |                     | 229,485 |                     |   | 196,806 | 
| | Buildings and
  leasehold improvements             |  |                     | 54,629  |                     |   | 52,281  | 
| | Construction in
  progress                         |  |                     | 17,517  |                     |   | 24,040  | 
| |                                                    |  |                     |         |                     |   |         | 
| |                                                    |  |                     | 353,153 |                     |   | 325,114 | 
| | Less:  accumulated
  depreciation and amortization |  |                     | 88,744  |                     |   | 42,063  | 
| |                                                    |  |                     |         |                     |   |         | 
| |                                                    |  | $                   | 264,409 |                     | $ | 283,051 | 
| |                                                    |  |                     |         |                     |   |         | 

-68-

---



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

| |                                |  |                         |        |               |   |         |  |   |         | 
| | ------------------------------ |  | ----------------------- | ------ | ------------- | - | ------- |  | - | ------- | 
| |                                |  | Performance
  Chemicals |        | Manufacturing |   | Total   | 
| |                                |  |                         |        |               |   |         | 
| | Goodwill                       |  |                         |        |               |   |         |  |   |         | 
| | Balance at January
  1, 2004   |  | $                       | 11,673 |               | $ | 142,126 |  | $ | 153,799 | 
| | Foreign currency
  translation |  |                         |       |               |   | 112     |  |   | 112     | 
| | Acquisitions                   |  |                         | 454    |               |   |        |  |   | 454     | 
| |                                |  |                         |        |               |   |         |  |   |         | 
| | Balance at
  December 31, 2004 |  |                         | 12,127 |               |   | 142,238 |  |   | 154,365 | 
| | Foreign currency
  translation |  |                         |       |               |   | 41      |  |   | 41      | 
| |                                |  |                         |        |               |   |         |  |   |         | 
| | Balance at
  December 31, 2005 |  | $                       | 12,127 |               | $ | 142,279 |  | $ | 154,406 | 
| |                                |  |                         |        |               |   |         |  |   |         | 

| |                                |  |                     |         |                     |   |                         |   |  |           | 
| | ------------------------------ |  | ------------------- | ------- | ------------------- | - | ----------------------- | - |  | --------- | 
| |                                |  | Successor           |        
| |                                |  |                     |        
| |                                |  | December 31,
  2005 |         | December 31,
  2004 |   | Weighted
  Average Life |  
| |                                |  |                     |         |                     |   |                         |  
| | Intangible Assets              |  |                     |         |                     |   |                         |   |  |           | 
| | Patents  gross                |  | $                   | 13,055  |                     | $ | 13,050                  |   |  | 131⁄2 years | 
| | Accumulated
  amortization     |  |                     | (2,040  | )                   |   | (1,077                  | ) |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 
| | Patents  net                  |  |                     | 11,015  |                     |   | 11,973                  |   |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 
| | Customer related
   gross     |  |                     | 42,642  |                     |   | 42,642                  |   |  | 8 years   | 
| | Accumulated
  amortization     |  |                     | (11,822 | )                   |   | (6,083                  | ) |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 
| | Customer related
   net       |  |                     | 30,820  |                     |   | 36,559                  |   |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 
| | Trademarks 
  indefinite life |  |                     | 22,000  |                     |   | 22,000                  |   |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 
| |                                |  | $                   | 63,835  |                     | $ | 70,532                  |   |  |           | 
| |                                |  |                     |         |                     |   |                         |   |  |           | 

In
conjunction with the adoption of fresh-start accounting (see note 3), the
Company has allocated a portion of the reorganization value to reflect
identifiable intangible assets at estimated fair values. During the years ended
December 31, 2005 and 2004 and period ended December 31, 2003, the Company
recognized $6,702, $6,427 and $733 of amortization expense, respectively.  The estimated amortization expense for each
of the next 5 years is $6,711, $6,586, $5,828 $4,963 and $3,994.

| |                                  |  |                     |        |                     |   |        | 
| | -------------------------------- |  | ------------------- | ------ | ------------------- | - | ------ | 
| |                                  |  | Successor           |       
| |                                  |  |                     |       
| |                                  |  | December 31,
  2005 |        | December 31,
  2004 |  
| |                                  |  |                     |        |                     |  
| | Accrued Liabilities              |  |                     |        |                     |   |        | 
| | Wages, salaries
  and benefits   |  | $                   | 23,153 |                     | $ | 27,996 | 
| | Interest                         |  |                     | 4,760  |                     |   | 269    | 
| | Environmental                    |  |                     | 5,104  |                     |   | 6,885  | 
| | Dividends                        |  |                     | 2,354  |                     |   |       | 
| | Taxes, other
  than income taxes |  |                     | 4,468  |                     |   | 4,947  | 
| | Other                            |  |                     | 24,700 |                     |   | 31,465 | 
| |                                  |  |                     |        |                     |   |        | 
| |                                  |  | $                   | 64,539 |                     | $ | 71,562 | 
| |                                  |  |                     |        |                     |   |        | 

-69-

---



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

Note 10
 Long-Term Debt

| |                                                     |  |            |           |                   |           |                   |  |   |        | 
| | --------------------------------------------------- |  | ---------- | --------- | ----------------- | --------- | ----------------- |  | - | ------ | 
| |                                                     |  |            |           |                   | Successor |                  
| |                                                     |  |            |           |                   |           |                  
| |                                                     |  | Maturities |           | December 31, 2005 |           | December 31, 2004 | 
| |                                                     |  |            |           |                   |           |                   | 
| | $60,000 revolving credit facility  floating rates  |  |            | 2010      |                   | $         |                  |  | $ |       | 
| | First lien term loan  floating rates               |  |            | 2011      |                   |           | 221,283           |  |   |       | 
| | Second lien term loan  floating rates              |  |            | 2012      |                   |           | 135,000           |  |   |       | 
| | $125,000 revolving credit facility  floating rates |  |            | 2008      |                   |           |                  |  |   | 6,500  | 
| | Other debt  various rates                          |  |            | 2005-2018 |                   |           | 5,449             |  |   | 6,036  | 
| |                                                     |  |            |           |                   |           |                   |  |   |        | 
| | Total debt                                          |  |            |           |                   |           | 361,732           |  |   | 12,536 | 
| | Less:  current portion                              |  |            |           |                   |           | 4,257             |  |   | 1,489  | 
| |                                                     |  |            |           |                   |           |                   |  |   |        | 
| | Net long-term
  debt                                |  |            |           |                   | $         | 357,475           |  | $ | 11,047 | 
| |                                                     |  |            |           |                   |           |                   |  |   |        | 

Aggregate
  maturities of long term debt are as follows: 2006, $4,257; 2007, $4,801; 2008,
  $2,757; 2009, $2,342; 2010, $159,438; thereafter, $188,137.

On
November 10, 2003, GenTek, substantially all of GenTeks domestic subsidiaries,
and Noma Company entered into a $125 million revolving credit facility.  The interest rate in effect at December 31,
2004 was 6.5 percent.

On
February 28, 2005, the Company closed on a secured financing consisting of
$370,000 of term loans and a $60,000 revolving credit facility (the Credit
Facilities).  The term loans include a
$235,000 first lien loan due on February 28, 2011 with an interest rate of
LIBOR plus 2.75 percent or base rate plus 1.75 percent, subject to a rate
reduction of 0.25 percent if such term loan is rated B1 or better by Moodys
Investor Services, Inc. and a $135,000 second lien loan due on February 28,
2012 with an interest rate of LIBOR plus 5.75 percent or base rate plus 4.75
percent.  The interest rates in effect
at December 31, 2005 were 7.1 percent and 9.9 percent, respectively.  The $60,000 revolving credit facility
matures on February 28, 2010 and carries an interest rate of LIBOR plus 2.75
percent or base rate plus 1.75 percent, subject to rate reductions under a
pricing grid if the Companys leverage ratio decreases.  The first lien term loan is subject to
amortization of $2,230 per year for five years, with the remainder payable over
the sixth year.  There is no
amortization over the term of the second lien loan.  The Credit Facilities are secured by liens on substantially all
of the personal property and certain real property of the Company and its
domestic subsidiaries.  The Credit
Facilities contain covenants which impose certain restrictions on the Companys
ability to, among other things, incur additional debt, pay dividends, make investments
or sell assets.  A portion of excess
cash flow, as defined in the Credit Facilities, and certain non-recurring cash
inflows such as proceeds from asset sales, insurance recoveries, and equity
offerings must be used to pay down indebtedness and may not be reborrowed.  In addition, the Credit Facilities contain
certain financial covenants which include a maximum leverage ratio, minimum
interest coverage ratio and maximum annual capital expenditures.

In
conjunction with securing the Credit Facilities, all amounts outstanding under
the Companys

-70-

---



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

$125,000 revolving credit facility were repaid and the
underlying credit agreement was terminated, and the Company recorded a charge
in interest expense of $3,030 to write-off the related deferred financing costs.

Commitment
  fees paid for the Companys credit facilities were $279, $497 and $54 for
  the years ended December 31, 2005 and 2004, and the period ended November 10,
  2003, respectively. The unused letter of credit balance available under the
  Companys credit facilities was $23,672 and $43,352 at December 31, 2005
  and 2004, respectively.

Note 11
 Capital Stock

On
the Effective Date all existing equity securities of the Company were cancelled
and the Company issued 10,000,000 shares of common stock, no par value.

In
addition, the Company has the following warrants outstanding:

|          |  |                   |  |                            |           |                   |   |                            |  |              |         |  |   |       | 
|--------- |  | ----------------- |  | -------------------------- | --------- | ----------------- | - | -------------------------- |  | ------------ | ------- |  | - | ----- | 
|          |  |                   |  | December 31, 2005          |           | December 31, 2004 |  
|          |  |                   |  |                            |           |                   |  
|          |  | Expiration Date   |  | Number of
  shares covered |           | Strike Price      |   | Number of
  shares covered |  | Strike Price |        
|          |  |                   |  |                            |           |                   |   |                            |  |              |        
|Tranche B |  | November 10, 2008 |  |                            | 1,998,091 |                   | $ | 19.98                      |  |              | 717,531 |  | $ | 55.65 | 
|Tranche C |  | November 10, 2010 |  |                            | 975,831   |                   | $ | 22.03                      |  |              | 350,442 |  | $ | 61.35 | 

The
  terms of the warrants provide for the number of shares covered by the warrants
  and the strike price to be adjusted in the case of certain events, including
  dividends. During March 2005 and December 2004, the Company paid special dividends
  of $31.00 and $7.00 per share, respectively, and the number of shares covered
  by the warrants and their strike price was adjusted pursuant their terms.

In
addition, the Company formerly had 1,173,184 Tranche A warrants
outstanding.  The terms of the Tranche A
warrants contained a contingent redemption feature, which was triggered by a
sale of all or substantially all of the assets of the communications
business.  Accordingly, these warrants
were classified as temporary equity.
The sale of the KRONE communications business triggered the contingent
redemption feature.  The Company made
the required payment of $8,365 ($7.13 per warrant) on June 30, 2004 and the
Tranche A warrants expired.  The
difference between the amount paid and the carrying amount was treated as a
reduction in stockholders equity.

During
2005, 29 shares of common stock were issued upon exercise of warrants.

The
Companys previously issued authorized capital stock consisted of 100,000,000
shares of Common Stock, par value $.01 per share and 40,000,000 shares of Class
B Common Stock, par value $.01 per share, which had ten votes per share, were
subject to significant restrictions on transfer and was convertible at any time
into Common Stock on a share-for-share basis.
The Common Stock and Class B Common Stock were substantially identical,
except for the disparity in voting power, restriction on transfer and
conversion provisions.

Note 12
 Stock Incentive Plans

-71-

---



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

On
the Effective Date, the Company adopted a new management and directors
incentive plan under which stock options, restricted stock and other
stockbased awards may be granted to employees, officers, and directors.  Grants under the plan generally vest over
two to three years and options have a maximum term of ten years.  Compensation cost recorded for stock-based
compensation under this plan was $1,176 and $1,483 for the years ended December
31, 2005 and 2004, respectively.  As of
December 31, 2004, the total number of shares authorized for grant under this
plan was 1,000,000 with 414,388 shares available for grant.

All
awards issued under prior incentive plans were cancelled on the Effective Date.  The Company had several long-term incentive
plans pursuant to which stock options and other equity-related incentive awards
were granted to officers, non-employee directors and other key people.  Compensation cost recorded for stock-based
compensation under those plans was $3 for the period ended November 10, 2003.

Information
with respect to restricted stock is summarized below:

|                                 |  |        |        |                                         |   |        |  |                                         |         |  |   |       | 
|-------------------------------- |  | ------ | ------ | --------------------------------------- | - | ------ |  | --------------------------------------- | ------- |  | - | ----- | 
|                                 |  | 2005   |        | 2004                                    |  
|                                 |  |        |        |                                         |  
|                                 |  | Shares |        | Weighted
  Average
  Grant-Date
  Value |   | Shares |  | Weighted
  Average
  Grant-Date
  Value |        
|                                 |  |        |        |                                         |   |        |  |                                         |        
|Outstanding at beginning of year |  |        | 98,572 |                                         | $ | 36.57  |  |                                         |        |  | $ |      | 
|Restricted stock granted         |  |        | 57,621 |                                         |   | 14.28  |  |                                         | 130,406 |  |   | 36.43 | 
|Stock issued                     |  |        | 51,029 |                                         |   | 36.00  |  |                                         |        |  |   |      | 
|Restricted stock forfeited       |  |        | 25,903 |                                         |   | 36.31  |  |                                         | 31,834  |  |   | 36.00 | 
|                                 |  |        |        |                                         |   |        |  |                                         |         |  |   |       | 
|Outstanding at end of year       |  |        | 79,261 |                                         | $ | 20.81  |  |                                         | 98,572  |  | $ | 36.57 | 
|                                 |  |        |        |                                         |   |        |  |                                         |         |  |   |       | 

Information
with respect to all stock options is summarized below:

|                                   |  |        |         |                                     |   |        |  |                                     |         |        |   |                                   |  |  |           |  |   |       | 
|---------------------------------- |  | ------ | ------- | ----------------------------------- | - | ------ |  | ----------------------------------- | ------- | ------ | - | --------------------------------- |  |  | --------- |  | - | ----- | 
|                                   |  | 2005   |         | 2004                                |   | 2003   | 
|                                   |  |        |         |                                     |   |        | 
|                                   |  | Shares |         | Weighted
  Average
  Exercise Price |   | Shares |  | Weighted
  Average
  Exercise Price |         | Shares |   | Weighted
  Average Exercise Price | 
|                                   |  |        |         |                                     |   |        |  |                                     |         |        |   |                                   | 
|Outstanding at
  beginning of year |  |        | 152,568 |                                     | $ | 31.14  |  |                                     |        |        | $ |                                  |  |  | 2,841,000 |  | $ | 11.66 | 
|Options granted                    |  |        | 202,585 |                                     |   | 12.07  |  |                                     | 148,342 |        |   | 36.00                             |  |  |          |  |   |      | 
|Options exercised                  |  |        | 64,208  |                                     |   | 11.03  |  |                                     |        |        |   |                                  |  |  |          |  |   |      | 
|Options forfeited                  |  |        | 125,767 |                                     |   | 15.87  |  |                                     | 16,363  |        |   | 36.00                             |  |  | 2,841,000 |  |   | 11.66 | 
|Option modification                |  |        | 223,605 |                                     |   | 11.03  |  |                                     | 20,589  |        |   | 31.14                             |  |  |          |  |   |      | 
|                                   |  |        |         |                                     |   |        |  |                                     |         |        |   |                                   |  |  |           |  |   |       | 
|Outstanding at
  end of year       |  |        | 388,783 |                                     | $ | 11.52  |  |                                     | 152,568 |        | $ | 31.14                             |  |  |          |  | $ |      | 
|                                   |  |        |         |                                     |   |        |  |                                     |         |        |   |                                   |  |  |           |  |   |       | 
|Exercisable at
  end of year       |  |        | 61,572  |                                     | $ | 11.03  |  |                                     |        |        | $ |                                  |  |  |          |  | $ |      | 

As
a result of the special dividends of $31.00 per share and $7.00 per share in
March 2005 and December 2004, respectively, outstanding stock options were
modified pursuant to equitable adjustment calculations to maintain the
aggregate amount of intrinsic value for the options and to ensure that the
ratio of the exercise price per share to the market value per share was not
reduced.  The effect of this

-72-

---



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

modification was to increase the
number of options outstanding by 223,605 and 20,589 and reduce the exercise
price of the options from $31.14 to $11.03 and from $36.00 to $31.14 in 2005
and 2004, respectively.

The
following table summarizes information about stock options outstanding at
December 31, 2005:

|                        |  |  |                     |  |                                                   |     |                                     |   |                     |  |                                     |        |  |   |       |  | 
|----------------------- |  |  | ------------------- |  | ------------------------------------------------- | --- | ----------------------------------- | - | ------------------- |  | ----------------------------------- | ------ |  | - | ----- |  | 
|                        |  |  | Outstanding         |  | Exercisable                                       |    
|                        |  |  |                     |  |                                                   |    
|Range of Exercise Price |  |  | Number of
  Options |  | Weighted
  Average
  Remaining
  Contractual Life |     | Weighted
  Average Exercise
  Price |   | Number of
  Options |  | Weighted
  Average Exercise
  Price |       
|                        |  |  |                     |  |                                                   |     |                                     |   |                     |  |                                     |       
|$11.03 - $12.00         |  |  | 256,158             |  |                                                   | 8.5 |                                     | $ | 11.04               |  |                                     | 61,572 |  | $ | 11.03 | 
|$12.00 - $13.83         |  |  | 132,625             |  |                                                   | 9.7 |                                     | $ | 12.44               |  |                                     |       |  | $ |      | 
|                        |  |  |                     |  |                                                   |     |                                     |   |                     |  |                                     |        |  |   |       | 
|                        |  |  | 388,783             |  |                                                   |     |                                     |   |                     |  |                                     | 61,572 |  |   |       | 
|                        |  |  |                     |  |                                                   |     |                                     |   |                     |  |                                     |        |  |   |       | 

Note 13
 Financial Instruments

Interest Rate Collar Agreements

The
Company periodically enters into derivative financial instruments to reduce the
Companys exposure to investments in variable interest rates on its outstanding
debt.  Derivative financial instruments
are only entered into with strong creditworthy counterparties.  In April, 2005, the Company entered into two
no-cost interest rate collar agreements, effectively hedging $185 million of
its LIBOR-based floating rate debt for five years.  In September 2005, the Company designated these agreements as
cash flow hedges.  These instruments are
100 percent effective, and therefore there is no impact on earnings due to
hedge ineffectiveness.  As a result of
entering into the agreements, the interest rate to be paid by the Company
relating to the hedged portion of its debt will be based on a minimum
three-month LIBOR rate of 4.05 percent on average and a maximum three-month
LIBOR rate of 5.00 percent.

Fair Value of
Financial Instruments

| |                             |  |                   |         |                   |   |                |  |            |        |  |   |        | 
| | --------------------------- |  | ----------------- | ------- | ----------------- | - | -------------- |  | ---------- | ------ |  | - | ------ | 
| |                             |  | Successor         |        
| |                             |  |                   |        
| |                             |  | December 31, 2005 |         | December 31, 2004 |  
| |                             |  |                   |         |                   |  
| |                             |  | CarryingAmount    |         | Fair Value        |   | CarryingAmount |  | Fair Value |       
| |                             |  |                   |         |                   |   |                |  |            |       
| | Held to maturity securities |  | $                 | 2,254   |                   | $ | 2,252          |  | $          |       |  | $ |       | 
| | Long-term debt              |  | $                 | 361,732 |                   | $ | 363,275        |  | $          | 12,536 |  | $ | 12,536 | 
| | Derivative instruments      |  | $                 | 1,160   |                   | $ | 1,160          |  | $          | 85     |  | $ | 85     | 

The fair
values of cash and cash equivalents, receivables and payables approximate their
carrying values due to the short-term nature of the instruments.  Held to maturity securities represents U.S.
Treasury securities maturing on February 28, 2006, whose fair value was based
on quoted market prices and had gross unrecognized holding losses of $2 at
December 31, 2005.  The fair value of the Companys long-term debt
was based on quoted market prices for traded debt and discounted cash flow
analyses on its nontraded debt.

-73-

---



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

Note 14  Geographic and Industry Segment Information

GenTek
operates through two primary business segments: manufacturing and performance
chemicals.  The Company changed the name
of the former performance products segment to performance chemicals, to
more appropriately describe this segments business.  The business segments were determined based on several
factors
including products and services provided and markets served.  The manufacturing segment provides a broad
range of engineered components and services to the automotive, appliance and
electronic and industrial markets.  The
performance chemicals segment manufactures a broad range of products and
services to four principal markets: environmental, pharmaceutical and personal
care, chemical processing and technology. The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies.

Industry segment information is summarized as follows:

|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |   |        |   |   |        |   |   |          |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------- | ------------------------------------ | - | ------------------------------------ |  | ---------------------------- | ------ | ------------------------------------ | - | ------------------------------------ |  | - | ------ | - | - | ------ | - | - | ------ | - | - | -------- | -
|                                                                            |  | Net
  Revenues               |         | Operating
  Profit (Loss)            |  
|                                                                            |  |                              |         |                                      |  
|                                                                            |  | Successor                    |         | Predecessor                          |   | Successor                            |  | Predecessor                  |       
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |       
|                                                                            |  | Years
  Ended
  December 31, |         | Period
  Ended
  December
  31, 2003 |   | Period
  Ended
  November
  10, 2003 |  | Years
  Ended
  December 31, |        | Period
  Ended
  December
  31, 2003 |   | Period
  Ended
  November
  10, 2003 | 
|                                                                            |  | 2005                         |         | 2004                                 |   |                                      |  | 2005                         |        | 2004                                 |   |                                      | 
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |  
|Manufacturing                                                               |  | $                            | 585,849 |                                      | $ | 514,625                              |  | $                            | 53,199 |                                      | $ | 372,659                              |  | $ | 7,609  |   | $ | 25,181 |   | $ | 4,060  |   | $ | 33,048   |  
|Performance
  chemicals                                                     |  |                              | 334,113 |                                      |   | 316,573                              |  |                              | 39,945 |                                      |   | 295,980                              |  |   | 29,377 |   |   | 21,257 |   |   | 3,508  |   |   | (2,833   | )
|Corporate                                                                   |  |                              |        |                                      |   |                                     |  |                              |       |                                      |   |                                     |  |   | (5,570 | ) |   | (7,191 | ) |   | (2,692 | ) |   | (9,490   | )
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |   |        |   |   |        |   |   |          |  
|Consolidated                                                                |  | $                            | 919,962 |                                      | $ | 831,198                              |  | $                            | 93,144 |                                      | $ | 668,639                              |  |   | 31,416 |   |   | 39,247 |   |   | 4,876  |   |   | 20,725   |  
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |   |        |   |   |        |   |   |          |  
|Interest expense                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   | 29,129 |   |   | 8,557  |   |   | 2,453  |   |   | 900      |  
|Other (income),
  expense net                                               |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   | (3,289 | ) |   | 8,186  |   |   | (1,370 | ) |   | (424,393 | )
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |   |        |   |   |        |   |   |          |  
|Consolidated
  income (loss) from continuing operations before income taxes |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  | $ | 5,576  |   | $ | 22,504 |   | $ | 3,793  |   | $ | 444,218  |  
|                                                                            |  |                              |         |                                      |   |                                      |  |                              |        |                                      |   |                                      |  |   |        |   |   |        |   |   |        |   |   |          |  

|                        |  |                              |        |                                      |   |                                      |  |                              |       |                                      |   |                                      |  |   |        |  |   |        |  |   |       |  |   |        | 
|----------------------- |  | ---------------------------- | ------ | ------------------------------------ | - | ------------------------------------ |  | ---------------------------- | ----- | ------------------------------------ | - | ------------------------------------ |  | - | ------ |  | - | ------ |  | - | ----- |  | - | ------ | 
|                        |  | Capital Expenditures         |        | Depreciation and Amortization        |  
|                        |  |                              |        |                                      |  
|                        |  | Successor                    |        | Predecessor                          |   | Successor                            |  | Predecessor                  |      
|                        |  |                              |        |                                      |   |                                      |  |                              |      
|                        |  | Years
  Ended
  December 31, |        | Period
  Ended
  December
  31, 2003 |   | Period
  Ended
  November
  10, 2003 |  | Years
  Ended
  December 31, |       | Period
  Ended
  December
  31, 2003 |   | Period
  Ended
  November
  10, 2003 | 
|                        |  | 2005                         |        | 2004                                 |   |                                      |  | 2005                         |       | 2004                                 |   |                                      | 
|                        |  |                              |        |                                      |   |                                      |  |                              |       |                                      |   |                                      |  |   |        |  |  
|Manufacturing           |  | $                            | 11,762 |                                      | $ | 10,430                               |  | $                            | 2,319 |                                      | $ | 6,449                                |  | $ | 26,634 |  | $ | 26,607 |  | $ | 3,005 |  | $ | 14,783 | 
|Performance
  chemicals |  |                              | 16,909 |                                      |   | 20,056                               |  |                              | 5,517 |                                      |   | 18,516                               |  |   | 17,648 |  |   | 19,292 |  |   | 1,167 |  |   | 10,134 | 
|Corporate               |  |                              |       |                                      |   |                                     |  |                              |      |                                      |   | 7                                    |  |   | 1,802  |  |   | 718    |  |   | 89    |  |   | 15     | 
|                        |  |                              |        |                                      |   |                                      |  |                              |       |                                      |   |                                      |  |   |        |  |   |        |  |   |       |  |   |        | 
|Consolidated            |  | $                            | 28,671 |                                      | $ | 30,486                               |  | $                            | 7,836 |                                      | $ | 24,972                               |  | $ | 46,084 |  | $ | 46,617 |  | $ | 4,261 |  | $ | 24,932 | 
|                        |  |                              |        |                                      |   |                                      |  |                              |       |                                      |   |                                      |  |   |        |  |   |        |  |   |       |  |   |        | 

|                         |  |                       |         |                       |   |         | 
|------------------------ |  | --------------------- | ------- | --------------------- | - | ------- | 
|                         |  | Identifiable
  Assets |        
|                         |  |                       |        
|                         |  |                       |        
|                         |  | Successor             |        
|                         |  |                       |        
|                         |  | December
  31,
  2005 |         | December
  31,
  2004 |  
|                         |  |                       |         |                       |  
|Manufacturing            |  | $                     | 450,025 |                       | $ | 453,906 | 
|Performance chemicals(1) |  |                       | 268,428 |                       |   | 274,193 | 
|Corporate                |  |                       | 35,318  |                       |   | 22,659  | 
|Assets held for sale     |  |                       | 4,041   |                       |   | 2,868   | 
|                         |  |                       |         |                       |   |         | 
|Consolidated             |  | $                     | 757,812 |                       | $ | 753,626 | 
|                         |  |                       |         |                       |   |         | 

|    |                                                                     
|--- | --------------------------------------------------------------------
|   
|(1) | Includes equity method investments of $273 and $339,
  respectively.

-74-

---



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

| |                                                        
| | -------------------------------------------------------
| | Geographic area information is summarized as
  follows:

|              |  |                            |         |                            |   |                              |  |                              |        |                  |   |                  |  |   |         |  |   |         | 
|------------- |  | -------------------------- | ------- | -------------------------- | - | ---------------------------- |  | ---------------------------- | ------ | ---------------- | - | ---------------- |  | - | ------- |  | - | ------- | 
|              |  | External
  Revenues(1)     |         | Long-Lived
  Assets(2)     |  
|              |  |                            |         |                            |  
|              |  | Successor                  |         | Predecessor                |   | Successor                    | 
|              |  |                            |         |                            |   |                              | 
|              |  | Year EndedDecember31, 2005 |         | Year EndedDecember31, 2004 |   | Period EndedDecember31, 2003 |  | Period EndedNovember10, 2003 |        | December 31,2005 |   | December 31,2004 | 
|              |  |                            |         |                            |   |                              |  |                              |        |                  |   |                  | 
|United States |  | $                          | 719,819 |                            | $ | 642,588                      |  | $                            | 72,806 |                  | $ | 522,055          |  | $ | 236,955 |  | $ | 245,357 | 
|Canada        |  |                            | 153,054 |                            |   | 143,132                      |  |                              | 14,947 |                  |   | 107,812          |  |   | 34,973  |  |   | 46,530  | 
|Other foreign |  |                            | 47,089  |                            |   | 45,478                       |  |                              | 5,391  |                  |   | 38,772           |  |   | 9,572   |  |   | 7,875   | 
|              |  |                            |         |                            |   |                              |  |                              |        |                  |   |                  |  |   |         |  |   |         | 
|Consolidated  |  | $                          | 919,962 |                            | $ | 831,198                      |  | $                            | 93,144 |                  | $ | 668,639          |  | $ | 281,500 |  | $ | 299,762 | 
|              |  |                            |         |                            |   |                              |  |                              |        |                  |   |                  |  |   |         |  |   |         | 

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|   
|(1) | Revenues are attributed to geographic areas based on
  the locations of customers.                   
|(2) | Represents all non-current assets except deferred
  tax assets, goodwill and other intangible assets.

Note 15  Related Party Transactions

Management Agreement

The
Company was party to a management agreement with Latona Associates Inc., which
is controlled by a former stockholder of the Company, under which the Company
received corporate supervisory and administrative services and strategic
guidance.  Latona waived its right to be
paid during the Chapter 11 proceedings. All amounts due to Latona for this
period, totaling $4,325, were recorded as a capital contribution.  The original management agreement was
terminated on the Effective Date. Subsequently, the Company and Latona entered
into a new management support services agreement with a one-year term, which
expired in November 2004.  Pursuant to
this agreement, the Company was charged $3,000 and $1,950 for the year ended
December 31, 2004 and the period ended December 31, 2003, respectively.

Other Transactions

GenTek
provides The General Chemical Group Inc. (GCG) with certain administrative
services pursuant to a transition support agreement entered into in connection
with the spinoff of GenTek from GCG in 1999.
For the years ended December 31, 2005 and 2004, and the periods ended
December 31, 2003 and November 10, 2003, GenTek charged GCG $842, $1,214, $235,
and $1,173, respectively, related to this agreement. GCG supplies soda ash to
GenTek.  For the years ended December
31, 2005 and 2004, and the periods ended December 31, 2003 and November 10,
2003 purchases from GCG amounted to $2,386, $2,675, $458, and $2,252,
respectively.

GenTek
provided Prestolite Wire Corporation (Prestolite), a company controlled by a
former stockholder of the Company, with corporate and administrative services,
pursuant to a management agreement.  For
the year ended December 31, 2004, and the periods ended December 31, 2003 and

-75-

---



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

November 10, 2003, GenTek charged Prestolite $250,
$313 and $1,568, respectively.  GenTek
and Prestolite buy and sell certain wire and cable products from each
other.  Purchases from Prestolite for
the years ended December 31, 2005 and 2004, and the periods ended December 31,
2003 and November 10, 2003 were $974, $1,319, $328 and $2,671,
respectively.  Sales to Prestolite for
the years ended December 31, 2005 and 2004, and the periods ended December 31,
2003 and November 10, 2003 were $11,145, $10,653, $2,144 and $7,532,
respectively.  In addition, the Company
permits Prestolite to utilize a portion of its Nogales, Arizona warehouse and
its Nogales, Mexico plant facility.
Payments from Prestolite for the years ended December 31, 2005 and 2004,
and the periods ended December 31, 2003 and November 10, 2003 were $244, $316,
$61 and $197, respectively.  Prestolite
permits one of the Companys subsidiaries to share its Southfield, Michigan
corporate location.  The Company pays
Prestolite a portion of the cost of leasing and operating the Southfield
premises.  Payments by the Company for
the years ended December 31, 2005 and 2004, and the periods ended December 31,
2003 and November 10, 2003 were $412, $323, $26, and $127, respectively.

Note 16  Discontinued Operations

On
March 25, 2004, the Company signed a definitive agreement to sell its KRONE
communications business.  The
transaction was completed on May 18, 2004 and resulted in a gain of $185,044,
net of a tax provision of $81,115 of which $5,560 represents the current or
cash portion and $75,555 represents the deferred portion.  The net gain is included in income from
discontinued operations.

During
the second quarter of 2005, the Company ceased operations of its printing plate
business.  The business had become
unprofitable as it has experienced severe competitive pressures over the last
several years and has been hurt by a continued shift in technology in the
printing plate market.

Assets
held for sale represents property, plant and equipment of this business and
other idle property, plant and equipment.

The
businesses included in discontinued operations had revenues of $4,007,
$143,679, $49,051 and $288,256 and pretax profit (loss) of $(3,530), $8,136,
$(841) and $(3,096) for the years ended December 31, 2005 and 2004 and the
periods ended December 31, 2003 and November 10, 2003, respectively. The
businesses were formerly reported as part of the communications segment, which
is no longer a reportable segment as a result of the reclassification of this
business to discontinued operations.

-76-

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

Note 17
 Unaudited Quarterly Information

|                                              |  |           |         |        |   |         |     |        |         |     |   |         |     
|--------------------------------------------- |  | --------- | ------- | ------ | - | ------- | --- | ------ | ------- | --- | - | ------- | ----
|                                              |  | Successor |        
|                                              |  |           |        
|                                              |  | 2005      |        
|                                              |  |           |        
|                                              |  | First     |         | Second |   | Third   |     | Fourth |        
|                                              |  |           |         |        |   |         |     |        |        
|Net revenues                                  |  | $         | 222,969 |        | $ | 225,879 |     | $      | 237,521 |     | $ | 233,593 |     
|Gross profit                                  |  |           | 28,138  |        |   | 32,983  |     |        | 29,593  |     |   | 31,553  |     
|Net income
  (loss)                           |  |           | (1,027  | )(1)   |   | 976     | (2) |        | 1,335   | (3) |   | (2,106  | )(4)
|                                              |  |           |         |        |   |         |     |        |         |     |   |         |     
|Earnings (loss)
  per common share  basic:   |  |           |         |        |   |         |     |        |         |     |   |         |     
|Net income
  (loss)                           |  | $         | (0.10   | )      | $ | 0.10    |     | $      | 0.13    |     | $ | (0.21   | )   
|                                              |  |           |         |        |   |         |     |        |         |     |   |         |     
|Earnings (loss)
  per common share  diluted: |  |           |         |        |   |         |     |        |         |     |   |         |     
|Net income
  (loss)                           |  | $         | (0.10   | )      | $ | 0.10    |     | $      | 0.13    |     | $ | (0.21   | )   
|                                              |  |           |         |        |   |         |     |        |         |     |   |         |     

| |     |                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------
| |    
| | (1) | Includes restructuring charges of $3,264.                                                       
| | (2) | Includes restructuring charges of $1,130.                                                       
| | (3) | Includes restructuring and impairment charges of
  $3,133 and a pension settlement loss of $626.
| | (4) | Includes restructuring and impairment charges of
  $8,295.                                      

|                                              |  |           |         |        |   |         |     |        |         |      |   |         |    
|--------------------------------------------- |  | --------- | ------- | ------ | - | ------- | --- | ------ | ------- | ---- | - | ------- | ---
|                                              |  | Successor |        
|                                              |  |           |        
|                                              |  | 2004      |        
|                                              |  |           |        
|                                              |  | First     |         | Second |   | Third   |     | Fourth |        
|                                              |  |           |         |        |   |         |     |        |        
|Net revenues                                  |  | $         | 189,482 |        | $ | 198,167 |     | $      | 228,137 |      | $ | 215,412 |    
|Gross profit                                  |  |           | 29,550  |        |   | 29,028  |     |        | 31,993  |      |   | 27,902  |    
|Net income
  (loss)                           |  |           | 14,805  | (1)    |   | 185,118 | (2) |        | (5,293  | )(3) |   | 688     | (4)
|                                              |  |           |         |        |   |         |     |        |         |      |   |         |    
|Earnings (loss)
  per common share  basic:   |  |           |         |        |   |         |     |        |         |      |   |         |    
|Net income
  (loss)                           |  | $         | 1.48    |        | $ | 18.51   |     | $      | (0.53   | )    | $ | 0.07    |    
|                                              |  |           |         |        |   |         |     |        |         |      |   |         |    
|Earnings (loss)
  per common share  diluted: |  |           |         |        |   |         |     |        |         |      |   |         |    
|Net income
  (loss)                           |  | $         | 1.48    |        | $ | 18.49   |     | $      | (0.53   | )    | $ | 0.07    |    
|                                              |  |           |         |        |   |         |     |        |         |      |   |         |    

| |     |                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------
| |    
| | (1) | Includes restructuring charges of $972 and a pension
  curtailment gain of $13,414.                          
| | (2) | Includes restructuring charges of $6,072 and gain on
  sale of the KRONE communications business of $185,044.
| | (3) | Includes restructuring charges of $2,288.                                                                    
| | (4) | Includes restructuring and impairment charges of
  $1,297.                                                   

-77-

---



Item 9.  Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  Controls
and Procedures

Disclosure Controls and Procedures

The
Companys management, with the participation of the Companys Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Companys disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)) as of the end of the period covered by this report.  Based on such evaluation, the Companys
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the end of such period, the Companys disclosure controls and procedures are
effective at the reasonable assurance level in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act.

Managements Report
On Internal Control Over Financial Reporting

The
management of GenTek Inc is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company, as such
term is defined in Exchange Act Rules 13a-15(f).  The Companys internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.

Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are
subject to risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

Under
the supervision of its principal executive and principal financial officer and
with the participation of its management, we conducted an evaluation of the
effectiveness of its internal control over financial reporting based on the
framework in the Internal Control 
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).  Based on its evaluation under the framework in the Internal Control 
Integrated Framework issued by COSO, its management concluded that the Companys internal control
over financial reporting was effective at a reasonable assurance level as of
December 31, 2005.

GenTeks
independent registered public accounting firm, Deloitte & Touche LLP, have
audited GenTeks financial statements for the year ended December 31, 2005
included in this annual report on Form 10-K and, as part of that audit, have
issued a report on managements assessment of internal control over financial
reporting, a copy of which is included in this annual report on Form 10-K.

-78-

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board
of Directors and Stockholders of
GenTek Inc.
Parsippany, New Jersey

We
have audited managements assessment, included in the accompanying Managements
Report On Internal Control Over Financial Reporting, that GenTek Inc. and
subsidiaries (the Company) maintained effective internal control over
financial reporting as of December 31, 2005, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
The Companys management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion
on managements assessment and an opinion on the effectiveness of the Companys
internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control
over financial reporting, evaluating managements assessment, testing and
evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances.  We believe that our
audit provides a reasonable basis for our opinions.

A
companys internal control over financial reporting is a process designed by,
or under the supervision of, the companys principal executive and principal
financial officers, or persons performing similar functions, and effected by
the companys board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis.  Also,
projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

In
our opinion, managements assessment that the Company maintained effective
internal control over financial reporting as of December 31, 2005, is fairly
stated, in all material respects, based on the

-79-

---



criteria
established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December
31, 2005, based on the criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We
have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements and financial statement schedule as of and for the year ended
December 31, 2005 of the Company and our report dated March 16, 2006 expressed
an unqualified opinion and included explanatory paragraphs related to the
retroactive change in the classification of cash flows from discontinued
operations and the adoption of fresh-start reporting on those financial
statements and financial statement schedule.

/s/ Deloitte
& Touche
Parsippany, New Jersey
March 16, 2006

-80-

---



Changes in Internal Control Over Financial
Reporting

There
have not been any changes in the Companys internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

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 Election of
Directors in the Companys definitive 2004 Proxy Statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended, within 120 days after the fiscal
year ended December 31, 2005 (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 Executive Compensation 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, see the information under the caption Security
Ownership of Management and Certain Beneficial Owners 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
by Management, see the information under the caption Security Ownership of
Management and Certain Beneficial Owners in the Companys Proxy Statement,
which is hereby incorporated by reference.

Securities Authorized for Issuance Under Equity
Compensation Plans. For certain information relating to equity
compensation plans, see the information under the caption Equity Compensation
Plan Information 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

-81-

---



and Related
Transactions in the Companys Proxy Statement, which is hereby incorporated by
reference.

Item 14. Principal
Accounting Fees and Services

Principal Accountant Fees and Services. For
information relating to the principal accountant fees and services, see the
information under the caption Principal Accountant Fees and Services in the
Companys Proxy Statement, which is hereby incorporated by reference.

PART IV

Item 15. Exhibits, Financial Statement
Schedules.

Financial
Statement Schedules

See Index to Financial Statement Schedule on
page 88.

List
of Exhibits

|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|----------- | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit No. |     |  | Description                                                                                                                                                                                                                                                                                                                                                                                                     | 
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|            | 2.1 |  | Joint Plan
  of Reorganization Under Chapter 11, Title 11, United States Code of GenTek
  Inc., et al., and Noma Company, Debtors, dated August 28, 2003, as filed with
  the United States Bankruptcy Court for the District of Delaware on August 28,
  2003 (incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K,
  filed with the Commission on October 21, 2003).                       
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 2.2 |  | First
  Modification to Joint Plan of Reorganization Under Chapter 11, Title 11,
  United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated
  October 3, 2003 as filed with the United States Bankruptcy Court for the
  District of Delaware on October 3, 2003 (incorporated by reference to Exhibit
  2.2 of the Registrants Form 8-K, filed with the Commission on October 21,
  2003).
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 2.3 |  | Order
  confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United
  States Code of GenTek Inc., et al., and Noma Company, Debtors, as Modified,
  as entered by the United States Bankruptcy Court for the District of Delaware
  on October 7, 2003 (incorporated by reference to Exhibit 2.3 of the
  Registrants Form 8-K, filed with the Commission on October 21, 2003).                
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 3.1 |  | Second
  Amended and Restated Certificate of Incorporation of GenTek Inc., effective
  as of November 7, 2003 (incorporated by reference to the Registrants Form
  8-A to amend its Form 10, dated November 10, 2003, as filed with the
  Securities and Exchange Commission).                                                                                                                                
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 3.2 |  | Amended and
  Restated By-Laws of GenTek Inc., effective as of November 10, 2003
  (incorporated by reference to the Registrants Form 8-A to amend its Form 10,
  dated November 10, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                           
|            |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 4.1 |  | GenTek Inc.
  Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by
  reference to the Registrants Form 8-A to amend its Form 10, dated November
  10, 2003, as                                                                                                                                                                                                                         

-82-

---



| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  | filed with
  the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                    
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 4.2   |  | GenTek Inc.
  Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated by
  reference to the Registrants Form 8-A to amend its Form 10, dated November
  10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                                               
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.1  |  | Form of
  Registration Rights Agreement by and among the Company and the holders named
  therein dated as of November 10, 2003 (incorporated by reference to the Registrants
  Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the
  Securities and Exchange Commission).                                                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.2  |  | GenTek Inc.
  2003 Management and Directors Incentive Plan (incorporated by reference to
  the Registrants Form 10-Q dated September 30, 2003, as filed with the
  Securities and Exchange Commission).                                                                                                                                                                                 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.3  |  | GenTek Key
  Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the
  Registrants Form 10-K/A dated April 30, 2003, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                        
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.4  |  | Form of
  Indemnification Agreement (incorporated by reference to the Registrants Form
  10-K dated December 31, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.5  |  | GenTek
  Performance Plan (incorporated by reference to the Exhibit 10.3 to the
  Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as filed with
  the Securities and Exchange Commission).                                                                                                                                                                                 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.6  |  | Tax Sharing
  Agreement between GenTek Inc. and the General Chemical Group Inc.
  (incorporated by reference to the Exhibit 10.6 to the Registrants Amendment
  No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and
  Exchange Commission).                                                                                                                         
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.7  |  | Share
  Purchase Agreement by and among ADC Telecommunications Inc., Krone
  International Holding Inc., Krone Digital Communications Inc., GenTek Holding
  Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by reference
  to Exhibit 10.14 of the Registrants Form 10-Q for the period ended March 31,
  2004, as filed with the Securities and Exchange Commission).
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.8  |  | Employment
  Agreement with Richard R. Russell (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                  
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.9  |  | Amendment to
  Employment Agreement with Richard R. Russell (incorporated by reference to
  the Registrants Form 10-K dated December 31, 2004, as filed with the
  Securities and Exchange Commission).                                                                                                                                                                                 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.10 |  | Form of
  Director Restricted Stock Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                   

-83-

---



| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.11 |  | Form of
  Emergence Shares Restricted Stock Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.12 |  | Form of
  Restricted Stock Agreement (incorporated by reference to the Registrants
  Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.13 |  | Form of
  Stock Option Agreement (incorporated by reference to the Registrants Form
  10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.14 |  | Form of
  Performance Cash Award Agreement (incorporated by reference to the Registrants
  Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.15 |  | Retention
  Agreement with Matthew R. Friel (incorporated by reference to the
  Registrants Form 10-Q dated September 30, 2004, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.16 |  | Form of
  Letter Agreement and Term Sheet with Matthew R. Friel (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.17 |  | Master
  Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation,
  General Chemical LLC, and Honeywell International Inc. (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                           
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.18 |  | First Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  General Electric Capital Corporation, as co-administrative agent, and Bank of
  America, N.A., as co-administrative agent and collateral agent, dated
  February 28, 2005 (incorporated by reference to the Registrants Form 10-K
  dated December 31, 2005, as filed with the Securities and Exchange
  Commission).                                               
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.19 |  | Second Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  sole bookrunner, syndication agent, administrative agent and as collateral
  agent, Bank of America Securities LLC, as joint lead arranger and Bank of
  America, N.A., as documentation agent, dated February 28, 2005 (incorporated
  by reference to the Registrants Form 10-K dated December 31, 2005, as filed
  with the Securities and Exchange Commission).
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.20 |  | Letter
  Agreement with Richard R. Russell, dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.21 |  | Employment
  Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                   

-84-

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| |       |  |                                                                                                                                                                                                                  
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.22 |  | Employment
  agreement with Andrew Hines, dated September 21, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed with
  the Securities and Exchange Commission). 
| |       |  |                                                                                                                                                                                                                  
| | 10.23 |  | Employment
  agreement with Maximo Vargas, dated September 22, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).
| |       |  |                                                                                                                                                                                                                  
| | 21    |  | Subsidiaries
  of the Registrant.                                                                                                                                                                                
| |       |  |                                                                                                                                                                                                                  
| | 23    |  | Consent of
  Independent Registered Public Accounting Firm.                                                                                                                                                      
| |       |  |                                                                                                                                                                                                                  
| | 31.1  |  | GenTek
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
| |       |  |                                                                                                                                                                                                                  
| | 31.2  |  | Certification
  of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                          
| |       |  |                                                                                                                                                                                                                  
| | 32    |  | Certification
  of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
  Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.                             

-85-

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 16th day of
March, 2006.

| |             |                                             
| | ----------- | --------------------------------------------
| | GENTEK INC.
| |            
| | By:         | /s/ William E. Redmond, Jr.                 
| |             |                                             
| |             | Name: William E. Redmond, Jr.               
| |             | Title: President and Chief Executive Officer

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

|                                              |           |                                              |                |       |  |  |      |  | 
|--------------------------------------------- | --------- | -------------------------------------------- | -------------- | ----- |  |  | ---- |  | 
|                                              | Signature |                                              |                | Title |  |  | Date | 
|                                              |           |                                              |                |       |  |  |      | 
|                                              |           |                                              |                |       |  |  |      | 
|Principal
  executive officer:                |           |                                              |               
|                                              |           |                                              |               
|/s/ William
  E. Redmond, Jr.                 |           | President
  and Chief Executive Officer      | March 16, 2006
|                                              |           |                                              |               
|William E. Redmond, Jr.                       |           |                                              |               
|                                              |           |                                              |               
|Principal
  financial and accounting officer: |           |                                              |               
|                                              |           |                                              |               
|/s/ Andrew
  P. Hines                         |           | Vice
  President and Chief Financial Officer | March 16, 2006
|                                              |           |                                              |               
|Andrew P. Hines                               |           |                                              |               
|                                              |           |                                              |               
|Directors:                                    |           |                                              |               
|                                              |           |                                              |               
|/s/ John G.
  Johnson, Jr.                    |           | Chairman and
  Director                      | March 16, 2006
|                                              |           |                                              |               
|John G. Johnson, Jr.                          |           |                                              |               
|                                              |           |                                              |               
|/s/ Dugald
  K. Campbell                      |           | Director                                     | March 16, 2006
|                                              |           |                                              |               
|Dugald K. Campbell                            |           |                                              |               
|                                              |           |                                              |               
|/s/ Henry L.
  Druker                         |           | Director                                     | March 16, 2006
|                                              |           |                                              |               
|Henry L. Druker                               |           |                                              |               
|                                              |           |                                              |               
|/s/ Kathleen
  R. Flaherty                    |           | Director                                     | March 16, 2006
|                                              |           |                                              |               
|Kathleen R. Flaherty                          |           |                                              |               
|                                              |           |                                              |               
|/s/ John F.
  McGovern                        |           | Director                                     | March 16, 2006
|                                              |           |                                              |               
|John F. McGovern                              |           |                                              |               
|                                              |           |                                              |               
|/s/ William
  E. Redmond                      |           | Director                                     | March 16, 2006
|                                              |           |                                              |               
|William E. Redmond, Jr.                       |           |                                              |               

-86-

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GENTEK INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE

Schedule II -- Valuation and Qualifying Accounts                             
                              
                              
                         88

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.

-87-

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GENTEK INC.Valuation and
Qualifying Accounts

|                                                               |  |                                    |   |                                 |  |                            |  |                |       |                             |  |  |   |        |   |  |  |   |      |   |  |  |   |       |  | 
|-------------------------------------------------------------- |  | ---------------------------------- | - | ------------------------------- |  | -------------------------- |  | -------------- | ----- | --------------------------- |  |  | - | ------ | - |  |  | - | ---- | - |  |  | - | ----- |  | 
|                                                               |  | Balance at
  Beginning of
  Period |   | Additions
  Charged
  To Income |  | Deductions
  From Reserves |  | Other*         |       | Balance at
  End of  Period | 
|                                                               |  |                                    |   |                                 |  |                            |  |                |       |                             | 
|                                                               |  |                                    |   |                                 |  |                            |  | (In thousands) |       |                             |  |  |   |        |  
|Year ended December 31, 2005 Allowance for
  doubtful accounts |  |                                    | $ | 8,193                           |  |                            |  | $              | 2,108 |                             |  |  | $ | (4,461 | ) |  |  | $ | 272  |   |  |  | $ | 6,112 |  | 
|Year ended December 31, 2004 Allowance for
  doubtful accounts |  |                                    | $ | 8,654                           |  |                            |  | $              | 2,772 |                             |  |  | $ | (3,086 | ) |  |  | $ | (147 | ) |  |  | $ | 8,193 |  | 
|Year ended December 31, 2003 Allowance for
  doubtful accounts |  |                                    | $ | 8,295                           |  |                            |  | $              | 4,486 |                             |  |  | $ | (4,327 | ) |  |  | $ | 200  |   |  |  | $ | 8,654 |  | 

|  |                             
|- | ----------------------------
|* | Primarily
  foreign exchange

-88-

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EXHIBIT INDEX

|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|------------- | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit
  No. |      |  | Page
  Number                                                                                                                                                                                                                                                                                                                                                                                                
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                              
|              | 2.1  |  | Joint Plan of Reorganization Under Chapter 11, Title 11, United
  States Code of GenTek Inc., et al., and Noma Company, Debtors, dated August
  28, 2003, as filed with the United States Bankruptcy Court for the District
  of Delaware on August 28, 2003 (incorporated by reference to Exhibit 2.1 of
  the Registrants Form 8-K, filed with the Commission on October 21, 2003).                        | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 2.2  |  | First Modification to Joint Plan of Reorganization Under Chapter 11,
  Title 11, United States Code of GenTek Inc., et al., and Noma Company,
  Debtors, dated October 3, 2003 as filed with the United States Bankruptcy
  Court for the District of Delaware on October 3, 2003 (incorporated by
  reference to Exhibit 2.2 of the Registrants Form 8-K, filed with the
  Commission on October 21, 2003). | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 2.3  |  | Order confirming Joint Plan of Reorganization Under Chapter 11, Title
  11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, as
  Modified, as entered by the United States Bankruptcy Court for the District of
  Delaware on October 7, 2003 (incorporated by reference to Exhibit 2.3 of the
  Registrants Form 8-K, filed with the Commission on October 21, 2003).                 | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 3.1  |  | Second Amended and Restated Certificate of Incorporation of GenTek
  Inc., effective as of November 7, 2003 (incorporated by reference to the
  Registrants Form 8-A to amend its Form 10, dated November 10, 2003, as filed
  with the Securities and Exchange Commission).                                                                                                                                 | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 3.2  |  | Amended and Restated By-Laws of GenTek Inc., effective as of November
  10, 2003 (incorporated by reference to the Registrants Form 8-A to amend its
  Form 10, dated November 10, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                            | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 4.1  |  | GenTek Inc. Tranche B Warrant Agreement, dated as of November 10,
  2003 (incorporated by reference to the Registrants Form 8-A to amend its
  Form 10, dated November 10, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                    | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 4.2  |  | GenTek Inc. Tranche C Warrant Agreement, dated as of November 10,
  2003 (incorporated by reference to the Registrants Form 8-A to amend its
  Form 10, dated November 10, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                    | 
|              |      |  |                                                                                                                                                                                                                                                                                                                                                                                                               | 
|              | 10.1 |  | Form of Registration Rights Agreement by and among the Company and
  the holders named therein dated as of November 10, 2003 (incorporated by
  reference to the Registrants Form 8-A to amend its Form 10, dated November
  10, 2003, as filed with the Securities and Exchange Commission).                                                                                                                | 

-89-

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 10.2  |  | GenTek Inc.
  2003 Management and Directors Incentive Plan (incorporated by reference to
  the Registrants Form 10-Q dated September 30, 2003, as filed with the
  Securities and Exchange Commission).                                                                                                                                                                                  | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.3  |  | GenTek Key
  Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the
  Registrants Form 10-K/A dated April 30, 2003, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                         | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.4  |  | Form of
  Indemnification Agreement (incorporated by reference to the Registrants Form
  10-K dated December 31, 2003, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                          | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.5  |  | GenTek
  Performance Plan (incorporated by reference to the Exhibit 10.3 to the
  Registrants Amendment No. 2 to Form 10, dated April 8, 1999, as filed with
  the Securities and Exchange Commission).                                                                                                                                                                                  | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.6  |  | Tax Sharing
  Agreement between GenTek Inc. and the General Chemical Group Inc.
  (incorporated by reference to the Exhibit 10.6 to the Registrants Amendment
  No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and
  Exchange Commission).                                                                                                                          | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.7  |  | Share
  Purchase Agreement by and among ADC Telecommunications Inc., Krone
  International Holding Inc., Krone Digital Communications Inc., GenTek Holding
  Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by reference
  to Exhibit 10.14 of the Registrants Form 10-Q for the period ended March 31,
  2004, as filed with the Securities and Exchange Commission). | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.8  |  | Employment
  Agreement with Richard R. Russell (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                   | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.9  |  | Amendment to
  Employment Agreement with Richard R. Russell (incorporated by reference to
  the Registrants Form 10-K dated December 31, 2004, as filed with the
  Securities and Exchange Commission).                                                                                                                                                                                  | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.10 |  | Form of
  Director Restricted Stock Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                    | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.11 |  | Form of
  Emergence Shares Restricted Stock Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                            | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 10.12 |  | Form of
  Restricted Stock Agreement (incorporated by reference to the Registrants
  Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                             | 

-90-

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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | 10.13 |  | Form of
  Stock Option Agreement (incorporated by reference to the Registrants Form
  10-Q dated June 30, 2004, as filed with the Securities and Exchange
  Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.14 |  | Form of
  Performance Cash Award Agreement (incorporated by reference to the
  Registrants Form 10-Q dated June 30, 2004, as filed with the Securities and
  Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.15 |  | Retention
  Agreement with Matthew R. Friel (incorporated by reference to the
  Registrants Form 10-Q dated September 30, 2004, as filed with the Securities
  and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.16 |  | Form of
  Letter Agreement and Term Sheet with Matthew R. Friel (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                            | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.17 |  | Master
  Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation,
  General Chemical LLC, and Honeywell International Inc. (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2004, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                            | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.18 |  | First Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  General Electric Capital Corporation, as co-administrative agent, and Bank of
  America, N.A., as co-administrative agent and collateral agent, dated
  February 28, 2005 (incorporated by reference to the Registrants Form 10-K
  dated December 31, 2005, as filed with the Securities and Exchange
  Commission).                                                | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.19 |  | Second Lien
  Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as
  borrower, the other guarantors party thereto, the lenders party thereto from
  time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger,
  sole bookrunner, syndication agent, administrative agent and as collateral
  agent, Bank of America Securities LLC, as joint lead arranger and Bank of
  America, N.A., as documentation agent, dated February 28, 2005 (incorporated
  by reference to the Registrants Form 10-K dated December 31, 2005, as filed
  with the Securities and Exchange Commission). | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.20 |  | Letter
  Agreement with Richard R. Russell, dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                             | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.21 |  | Employment
  Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                    | 
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | 10.22 |  | Employment
  agreement with Andrew Hines, dated September 21, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                                                         | 

-91-

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| |       |  |                                                                                                                                                                                                                   | 
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 10.23 |  | Employment
  agreement with Maximo Vargas, dated September 22, 2005 (incorporated by
  reference to the Registrants Form 10-Q dated September 30, 2005, as filed
  with the Securities and Exchange Commission). | 
| |       |  |                                                                                                                                                                                                                   | 
| | 21    |  | Subsidiaries
  of the Registrant.                                                                                                                                                                                 | 
| |       |  |                                                                                                                                                                                                                   | 
| | 23    |  | Consent of
  Independent Registered Public Accounting Firm                                                                                                                                                        | 
| |       |  |                                                                                                                                                                                                                   | 
| | 31.1  |  | GenTek
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    | 
| |       |  |                                                                                                                                                                                                                   | 
| | 31.2  |  | Certification
  of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           | 
| |       |  |                                                                                                                                                                                                                   | 
| | 32    |  | Certification
  of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
  Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.                              | 

-92-

---