UNITED STATES
		       SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549

                                Amendment No. 2
                                      to
                                  FORM 10-K/A
				 ANNUAL REPORT

		     Pursuant to Section 13 or 15(d) of the
			Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002    Commission File Number 333-59541

                         GREAT LAKES ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    76-0576974
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

551 Fifth Avenue, Suite 3600, New York, NY                 10176
(Address of principal executive office)                  (Zip Code)

                                (212) 370-5770
             (Registrant's telephone number, including area code)

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

	   Securities registered pursuant to Section 12(g) of the Act:
                  13 1/8% Senior Discount Debentures due 2009
				(Title of Class)

     Indicate by check mark whether the registrant (i) 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 regis-
trant was required to file such reports), and (ii) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in 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]

     There is no public market for registrant's common stock.

     As of March 26 2003, the registrant had outstanding 65,950 shares of its
Common Stock.

		      DOCUMENTS INCORPORATED BY REFERENCE
                                     None
<PAGE> 1 of 31

                               Explanatory Note

        This Amendment No. 2 to our Annual Report on Form 10-K for the year
ended December 31, 2002 is being filed to update the Independent Auditors'
Report filed pursuant to Item 8 at page F-2 of our Annual Report on Form 10-K
filed on March 28, 2003 to correct a typographical error.  The Amendment No. 2
supercedes the amendment to our Form 10-K filed on March 31, 2003 that provided
the revised Independent Auditors' Report, but did not set forth the complete
text of Item 8 as required by SEC regulations.  The remainder of the Form 10-K
filed on March 28, 2003 remains unchanged.
<PAGE> 2 of 31

Item 8.  Financial Statements and Supplementary Data

        The following consolidated financial statements of the Company and its
subsidiaries, together with the independent auditors' reports thereon, are
filed as part of this report:

Consolidated Financial Statements:

        Independent Auditors' Report

        Consolidated Balance Sheets as of December 31, 2001 and 2002

        Consolidated Statements of Operations for the years ended
        December 31, 2000, 2001 and 2002

        Consolidated Statements of Stockholders' Equity for the years ended
        December 31, 2000, 2001 and 2002

        Consolidated Statements of Cash Flows for the years ended
        December 31, 2000, 2001 and 2002

        Notes to the Consolidated Financial Statements
<PAGE> 3 of 31

                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                        Consolidated Financial Statements

                  Years ended December 31, 2000, 2001 and 2002




                                    Contents

Independent Auditors' Report.............................................F-2

Consolidated Balance Sheets -
December 31, 2001 and 2002...............................................F-3

Consolidated Statements of Operations -
For the years ended December 31, 2000, 2001 and 2002.....................F-5

Consolidated Statements of Stockholders' Equity -
For the years ended December 31, 2000, 2001 and 2002.....................F-6

Consolidated Statements of Cash Flows -
For the years ended December 31, 2000, 2001 and 2002.....................F-7

Notes to the Consolidated Financial Statements...........................F-8
<PAGE> F-1 / 4 of 31



                           Independent Auditors' Report


The Board of Directors
Great Lakes Acquisition Corp.

We have audited the accompanying consolidated balance sheets of Great Lakes
Acquisition Corp. and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2002.  Our
audit also included the financial statement schedule listed in the Index as
Item 15(a)(2) for the three years ended December 31, 2002.  These consolidated
financial statements and the financial statement schedule are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

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

As discussed in Note 1 and Note 7 to the consolidated financial statements, in
2002, the Company changed its method of accounting for goodwill amortization to
conform to Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets."

DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 26, 2003
<PAGE> F-2 / 5 of 31
<TABLE>
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                           Consolidated Balance Sheets
<CAPTION>
                 (In thousands, except share and per share data)

                                                              December 31,
                                                            2001       2002
                                                         ---------- ----------
<S>                                                      <C>        <C>
ASSETS
Current Assets
 Cash and cash equivalents                               $  12,186  $  23,443
 Restricted cash                                            10,414         27
 Accounts receivable, net of allowance for doubtful
  accounts of $600 in 2001 and 2002                         27,452     46,555
 Inventories                                                46,614     55,233
 Prepaid expenses and other current assets                   3,767      6,164
                                                         ---------- ----------
  Total Current Assets                                     100,433    131,422

Property, plant and equipment-net                          177,467    184,262

Goodwill                                                   162,799    162,799
Capitalized financing costs, net of accumulated
 amortization of $8,968 and $11,750 in 2001 and 2002        11,138      9,575
Other assets                                                 1,971      2,933
                                                         ---------- ----------
  Total Assets                                           $ 453,808  $ 490,991
                                                         ========== ==========
<FN>
See accompanying notes.
</TABLE>
<PAGE> F-3 / 6 of 31
<TABLE>
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                          Consolidated Balance Sheets
<CAPTION>
                 (In thousands, except share and per share data)

                                                              December 31,
                                                            2001       2002
                                                         ---------- ----------
<S>                                                      <C>        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts payable                                        $  12,818  $  26,803
 Accrued expenses                                           18,835      8,999
 Income taxes payable                                          809      5,703
 Current portion of long-term debt                          19,578     23,700
                                                         ---------- ----------
  Total Current Liabilities                                 52,040     65,205

Long-term debt, less current portion                       263,135    283,685
Other long-term liabilities                                  9,764     13,293
Deferred taxes                                              46,195     43,480


Stockholders' Equity
 Common stock, par value $0.01 per share;
  authorized, 92,000 shares, issued and
  outstanding, 65,950 shares in 2001 and 2002                    1          1
 Additional paid-in capital                                 65,949     65,949
 Retained earnings                                          18,112     22,798
 Accumulated other comprehensive loss
  Minimum pension liability adjustment, net of tax
  benefit $748 and $1,841 in 2001 and 2002                  (1,388)    (3,420)
                                                         ---------- ----------
  Total Stockholders' Equity                                82,674     85,328
                                                         ---------- ----------
  Total Liabilities and Stockholders' Equity             $ 453,808  $ 490,991
                                                         ========== ==========
<FN>
See accompanying notes.
</TABLE>
<PAGE> F-4 / 7 of 31
<TABLE>
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                      Consolidated Statements of Operations
<CAPTION>
                                                   Year Ended December 31,
                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
<S>                                           <C>        <C>        <C>
Net Sales                                     $ 263,601  $ 270,554  $ 307,567
Cost of Goods Sold                              202,718    215,966    252,952
                                              ---------- ---------- ----------
        Gross Profit                             60,883     54,588     54,615

Selling, general and administrative expenses     19,852     18,693     11,803
                                              ---------- ---------- ----------
        Operating Income                         41,031     35,895     42,812
                                              ---------- ---------- ----------
Other income (expense):
 Interest, net                                  (33,380)   (30,644)   (32,982)
 Other, net                                       1,048     (3,433)     2,057
                                              ---------- ---------- ----------
                                                (32,332)   (34,077)   (30,925)
        Income Before Income Taxes
            and Extraordinary Item                8,699      1,818     11,887

Income taxes                                      4,790      1,009      7,201
                                              ---------- ---------- ----------
Income before extraordinary item                  3,909        809      4,686

Extraordinary gain on early extinguishment
 of debt, net of tax expense of $2,048 and
 $2,073 for the years ended December 31,
 2000 and 2001                                    3,804      3,717          -
                                              ---------- ---------- ----------
        Net income                            $   7,713  $   4,526  $   4,686
                                              ========== ========== ==========
<FN>
See accompanying notes.
</TABLE>
<PAGE> F-5 / 8 of 31
<TABLE>
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                  Consolidated Statements of Stockholders' Equity
<CAPTION>
                                                          Accumulated
                                                             Other     Total
                                         Add'l              Compre-    Stock-
                              Common    Paid-in   Retained  hensive   holders'
                               Stock    Capital   Earnings   Loss      Equity
                             --------- --------- --------- --------- ---------
                                               (In thousands)
<S>                          <C>       <C>       <C>       <C>       <C>
Balance at December 31, 1999 $      1  $ 65,949  $  5,873  $      -  $ 71,823
Net income                          -         -     7,713         -     7,713
                             --------- --------- --------- --------- ---------
Balance at December 31, 2000        1    65,949    13,586         -    79,536
Net income                          -         -     4,526         -     4,526
Minimum pension liability
 adjustment                         -         -         -    (1,388)   (1,388)
                                                                     ---------
Comprehensive income                                                    3,138
                             --------- --------- --------- --------- ---------
Balance at December 31, 2001        1    65,949    18,112    (1,388)   82,674
Net income                          -         -     4,686         -     4,686
Minimum pension liability
 adjustment                         -         -         -    (2,032)   (2,032)
                                                                     ---------
Comprehensive income                                                    2,654
                             --------- --------- --------- --------- ---------
Balance at December 31, 2002 $      1  $ 65,949  $ 22,798  $ (3,420) $ 85,328
                             ========= ========= ========= ========= =========
<FN>
See accompanying notes.
</TABLE>
<PAGE> F-6 / 9 of 31
<TABLE>
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                      Consolidated Statements of Cash Flows
<CAPTION>
                                                   Year Ended December 31,
                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
<S>                                           <C>        <C>        <C>
Operating activities
Net income                                    $   7,713  $   4,526  $   4,686
 Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                  24,235     24,401     21,631
  Accretions of long-term debt                    4,336     15,577     25,246
  Deferred taxes                                 (3,887)    (4,529)    (1,622)
  Gain on disposal of fixed asset                   (30)         -     (2,734)
  Extraordinary gain on extinguishment of debt   (3,804)    (3,717)         -
   Changes in operating assets and liabilities:
    Restricted cash                                   -    (10,414)    10,387
    Accounts receivable                            (860)     6,146    (19,103)
    Inventories                                    (217)   (10,477)     7,058
    Prepaid expenses and other current assets       659        807     (2,397)
    Accounts payable and accrued expenses         4,240      2,101        180
    Income taxes payable                         (1,861)    (3,435)     4,894
    Other, net                                    1,293        247       (987)
                                              ---------- ---------- ----------
Net cash provided by operating activities        31,817     21,233     47,239
                                              ---------- ---------- ----------
Investing activities
 Capital expenditures                            (4,297)    (4,183)    (5,484)
 Proceeds from disposal of fixed asset               42          -      3,001
 Acquisition of Baton Rouge plant                     -          -    (11,708)
                                               ---------- ---------- ----------
Net cash used by investing activities            (4,255)    (4,183)   (14,191)
                                              ---------- ---------- ----------
Financing Activities
 Repayment of long-term debt                    (23,560)   (23,921)   (36,356)
 Additions to long-term debt                        135      7,818     15,782
 Capitalized financing costs                          -          -     (1,217)
                                              ---------- ---------- ----------
Net cash (used) provided by financing
 activities                                     (23,425)   (16,103)   (21,791)
                                              ---------- ---------- ----------
Increase in cash and cash  equivalents            4,137        947     11,257
Cash and cash equivalents at beginning
 of period                                        7,102     11,239     12,186
                                              ---------- ---------- ----------
Cash and cash equivalents at end of period    $  11,239  $  12,186  $  23,443
                                              ========== ========== ==========

Supplemental disclosure of non-cash investing and financing activities:

In connection with the acquisition of the Baton Rouge plant, the Company
issued notes payable in an aggregate principal amount of $20,000,000 on
March 27, 2002 which are not reflected in investing or financing activities
for the year ended December 31, 2002.
<FN>
See accompanying notes.
</TABLE>
<PAGE> F-7 / 10 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

                    Notes to Consolidated Financial Statements
                               December 31, 2002


1.  Significant Accounting Policies

Organization

Great Lakes Acquisition Corp. (the "Company") through its wholly-owned
operating subsidiary, Great Lakes Carbon Corporation ("GLC"), is the largest
producer of calcined petroleum coke ("CPC") supplying customers principally in
the aluminum industry.  It is 98.56% owned by American Industrial Capital Fund
II, L.P. ("AIP").

The consolidated financial statements include the accounts of the Company and
its subsidiaries.  Significant intercompany accounts have been eliminated in
consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts and disclosures reported in the financial statements
and accompanying notes.  Actual results could differ from those estimates.

Foreign Currency Translation

Foreign currency financial statements have been translated into U.S. dollars in
accordance with Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation".
SFAS No. 52, as applied to foreign entity financial statements where the U.S.
dollar is determined to be the functional currency, as in the Company's case,
requires that monetary assets and liabilities denominated in the local or other
foreign currency be remeasured to the U.S. dollar at the exchange rate in
effect on the report date.  Exchange rate gains and losses from remeasurement
are recognized currently in results.

Cash Equivalents

Investments with maturities of less than 90 days when purchased are considered
the equivalent of cash.

Inventories

Inventories are stated at the lower of cost (principally average cost method)
or market.

Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost.  Enhancements
are capitalized and depreciated over the period benefited.  The provision for
depreciation is determined by the straight-line method over the estimated
useful lives of the related assets.

Impairment of Long-Lived Assets

Long-lived assets are periodically reviewed for impairment.  Impairment losses
are recognized if expected future undiscounted cash flows of the related assets
are less than their carrying values.
<PAGE> F-8 / 11 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


Goodwill

Through December 31, 2001, goodwill was amortized using the straight-line
method over a 40 year period.  On January 1, 2002, the Company implemented SFAS
No. 142, "Goodwill and Other Intangible Assets," which ceased the amortization
method of accounting for goodwill and requires an impairment-only approach.
Accordingly, goodwill is no longer amortized and is tested for impairment at
least once annually.

Accounting for Asset Retirement Obligations

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" effective January 2003.  SFAS No. 143 establishes accounting
standards for the recognition and measurement of a liability for asset
retirement obligations and associated asset retirement costs.  The adoption of
this Statement will not have a material impact on the Company's financial
statements.

Accounting for the Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which is effective for fiscal years beginning
after December 15, 2001.  SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.  This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principals Board Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a business (as defined in that Opinion).
This statement also amends Account Research Bulletin No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary.  The adoption of SFAS
No. 144 did not have a material impact on the Company's financial statements.

Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
 No. 13, and Technical Corrections

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  This Statement rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt," and an amendment of that Statement,
FASB Statement No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements."  This Statement also rescinds FASB Statement No. 44, "Accounting
for Intangible Assets of Motor Carriers."  This Statement also amends other
existing authoritative pronouncements to make various technical corrections,
clarify meanings or describe their applicability under changed conditions.
SFAS No. 145 is effective for fiscal years beginning after May 15, 2002.  The
Company will adopt the provisions of this Statement upon its effective date and
reclassify gains and losses on extinguishment of debt currently treated as
extraordinary items to other income or expense.
<PAGE> F-9 / 12 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


Accounting for Costs Associated with Exit or Disposal Activities

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities."  SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
supersedes Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)."  SFAS No.
146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred.  This statement also
established that fair value is the objective for initial measurement of the
liability.  The provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002.  The Company does not
believe that the adoption of this Statement will have a material impact on its
financial statements.

Revenue Recognition

The Company recognizes revenue pursuant to sales contracts or purchase orders
when products are shipped, at which point title and risk of loss typically
passes to the customer.  Sales are reported net of sales discounts, returns
and allowances.

Significant Customers

The Company had two customers which represented 24.1% and 15.6% of net sales
in 2000, 24.5% and 16.7% of net sales in 2001 and one customer that represented
29.2% of net sales in 2002.

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure."  SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based employee compensation.  In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation," to require disclosure in both interim and annual financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  SFAS No. 148 is
effective for the year ended December 31, 2002.  The Company has elected not
to adopt the fair value method to account for stock-based compensation and
instead will continue to account for stock-based compensation using the
intrinsic value method prescribed by Accounting Principals Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25").  Compensation
expense is recognized for stock options granted below the fair market value of
the Company's stock on the date of grant.

SFAS No. 123, as modified by SFAS No. 148, requires disclosure by the Company
of the pro forma effect on net income if it continues to account for stock
options under the provisions of APB 25.  The Company used the minimum value
method to develop the pro forma information set forth below which has been
determined as if the Company had accounted for its stock options under the fair
value method of SFAS No. 123.

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Net earnings:
   As reported                                $   7,713  $   4,526  $   4,686
    Fair value method stock-based
     compensation expense                            67         16         70
                                              ---------- ---------- ----------
   Pro forma                                  $   7,646  $   4,510  $   4,616
                                              ========== ========== ==========
<PAGE> F-10 / 13 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


The exercise price of these stock options was equal to the fair value of the
underlying common stock on the date of grant, which was established by the
Company's Board of Directors as the price at which the Company will buy or sell
its common stock.  The grant date fair value for the stock options was
estimated at $177.40 per option and was determined using an option pricing
model with the following weighted average assumptions: risk-free interest rate
of 6.51%; dividend yield of 0.1%; volatility factor of the expected market
price of the Company's common stock of 0.0; and expected option life of 3
years.

Option valuation models were developed for use in estimating the fair value of
traded options, which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.  Because the
Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in the opinion of
management, the existing models do not necessarily provide a reliable single
measure of the value of its employee stock options.

Income Taxes

The Company follows SFAS No. 109, "Accounting for Income Taxes."  Under the
asset and liability method of SFAS No. 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year
presentation.

2.  Acquisition

On March 27, 2002, the Company purchased a calcining facility located in Baton
Rouge, LA (the "Baton Rouge Plant") from Alcoa, Inc. ("Alcoa") for $31.7
million, net of a purchase price adjustment.  The transaction was financed by
two $10 million promissory notes bearing interest at 5% per annum payable to
Alcoa in November 2002 and May 2003 and incremental term loan borrowings under
the Company's existing syndicated senior secured credit facility of $12 million.
The addition of the Baton Rouge Plant, which can produce up to 700,000 tons per
year of CPC, increased the Company's total operating capacity to 2.3 million
tons from 1.6 million tons.

Results for the Baton Rouge Plant were included in the statement of operations
commencing on April 1, 2002.  The purchase price, net of the working capital
adjustment, was allocated based on the fair values of the assets acquired and
liabilities assumed as follows:

                                                  (In thousands)
      Inventories                                 $      15,677
      Property, plant and equipment                      20,000
      Accounts payable                                   (3,024)
      Accrued expenses                                     (945)
                                                  --------------
                                                  $      31,708
                                                  ==============

No goodwill was established in connection with this acquisition since the fair
value of the assets acquired exceeded the purchase price.
<PAGE> F-11 / 14 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


The unaudited pro forma information set forth below, developed as though the
acquisition had been completed as of the beginning of each of the years shown,
reflects adjustments to interest expense (for borrowings required to finance
the acquisition and certain changes to the terms of existing debt
arrangements), depreciation and amortization expense (set to reflect the new
accounting base of the assets recorded) and income tax effect based upon the
Company's historical effective rates.

                                                              December 31,
                                                            2001       2002
                                                         ---------- ----------
							     (In thousands)
Net sales                                                $ 359,421  $ 333,314
Income before income taxes
 and extraordinary item                                      7,186     11,472
Net income                                                   7,121      4,519

The pro forma information, as presented here, is not indicative of the results
that would have been obtained had the transaction occurred on January 1, 2001
or 2002, nor should it be considered indicative of future results.  It gives
effect only to the adjustments noted above, and does not reflect management's
estimate of potential cost savings or other benefits arising from the
acquisition.

3.  Restricted Cash

Funds that are legally restricted as to withdrawal or usage are shown as
restricted cash and consisted of $10,414,000 and $27,000 at December 31, 2001
and 2002, respectively. The 2001 balance related to funds set aside under an
escrow agreement with AIP to settle a finders fee claim arising from the
acquisition of the Company in 1998.  On March 22, 2002, a payment in the amount
of $10,300,000 was made to settle the claim and the remainder was closed to
income.  In October 2002, an escrow for the latter sum was established in
connection with certain reclamation costs in connection with a waste water
settling pond located at a newly purchased Baton Rouge Plant as prescribed by
state law.

4.  Inventories

Inventories consist of the following:

                                                              December 31,
                                                            2001       2002
                                                         ---------- ----------
							     (In thousands)
  Raw materials                                          $  24,696  $  34,195
  Finished goods                                            14,307     13,965
  Supplies and spare parts                                   7,611      7,073
                                                         ---------- ----------
                                                         $  46,614  $  55,233
                                                         ========== ==========
<PAGE> F-12 / 15 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


5.  Property, Plant and Equipment

Property, plant and equipment consists of the following:


                                        Range of              December 31,
                                      Useful Lives          2001       2002
                                   ------------------    ---------- ----------
							     (In thousands)
  Land and improvements                3-15 Years        $   2,932  $   4,353
  Buildings                            3-40 Years           10,618     11,709
  Machinery, equipment and other       3-20 Years          220,867    244,031
  Construction in progress                                   1,442        983
                                                         ---------- ----------
                                                           235,859    261,076
  Accumulated depreciation                                 (58,392)   (76,814)
                                                         ---------- ----------
                                                         $ 177,467  $ 184,262
                                                         ========== ==========

Depreciation expense was $16,805,000, $17,070,000 and $18,422,000 for the years
ended December 31, 2000, 2001 and 2002, respectively.

6.  Accrued Expenses

Accrued expenses included a finders fee claim payable (arising from the
acquisition of the Company in 1998) of $10,414,000 at December 31,
2001 as discussed in Note 3 above.

7.  Goodwill

In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the
Company completed the impairment test of the valuation of goodwill as of
December 31, 2002 and based upon the results, there was no impairment.  The
carrying value of goodwill was $162,799,000 at December 31, 2001 and 2002.

Net income results excluding goodwill that is no longer being amortized to
selling, general and administrative expense is as follows:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
Net income as reported                        $   7,713  $   4,526  $   4,686
Goodwill amortization                             4,474      4,474          -
                                              ---------- ---------- ----------
Pro forma net income                          $  12,187  $   9,000  $   4,686
                                              ========== ========== ==========

8.  Long-Term Debt

Long-term debt and capital lease obligations consist of the following:

                                                              December 31,
                                                            2001       2002
                                                         ---------- ----------
							     (In thousands)
10.25% Senior Subordinated Notes due May 15, 2008        $ 188,048  $ 210,769
13.125% Senior Discount Debentures due May 15, 2009         18,629     21,154
Term Loan Credit Facility bearing interest at the
  Company's option at LIBOR (1.4% at December 31,
  2002) plus a margin ranging from 2.25% to 3.00%
  or Prime (4.25% at December 31, 2002) plus a margin
  ranging from 1.25% to 2.00% (subject to an interest
  reduction discount ranging from 0% to 0.75% based
  on the achievement of certain leverage ratios) due
  in varying amounts quarterly through May, 2006            70,825     65,061
5% Alcoa Seller Note Payable due May 31, 2003                    -     10,000
Various pollution control and industrial revenue bonds
  bearing interest at rates from 6.75% to 7.125% due
  in varying amounts at various dates through 2002             355          -
Capital lease obligations bearing interest at rates
  ranging from 9.3% to 10% due in varying amounts at
  various dates through February 2004                          132         25
Other                                                        4,724        376
                                                         ---------- ----------
                                                           282,713    307,385
Current portion                                            (19,578)   (23,700)
                                                         ---------- ----------
                                                         $ 263,135  $ 283,685
                                                         ========== ==========
<PAGE> F-13 / 16 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


The Senior Subordinated Notes are unsecured general obligations of the Company.
At the option of the Company, the Senior Subordinated Notes may be redeemed,
in whole or in part, commencing May 15, 2003 at various prices ranging from
105% in 2003 to par in 2006 and beyond.  Up to May 15, 2003, the Company may,
at its option, make up to four semiannual interest payments through the
issuance of additional notes for an amount equal to the amount of interest that
would be payable if the interest rate were 11.75%.  The Company has elected to
exercise its pay-in-kind option with respect to the four consecutive payments
ending on May 15, 2003, the last two of which were required as a condition to
obtaining incremental term loan financing for the acquisition of the Baton
Rouge Plant.  The Senior Subordinated Notes indenture imposes, among other
things, limitations on certain payments, including dividends.

The Senior Discount Debentures are general unsecured obligations of the
Company, subordinated in right of payment to essentially all subsidiary
liabilities.  No cash interest will be payable on the Debentures until
November 15, 2003 but the accreted value will increase (representing
amortization of original issue discount) to approximately $56,600,000 through
May 15, 2003.  The Debentures require the Company to make cash interest
payments semiannually commencing in November 2003 of approximately $7,432,000
per year and a principal payment of approximately $56,600,000 in May 2009.  At
the Company's option, the Debentures may be redeemed, in whole or in part,
commencing May 15, 2003 at various prices ranging from 106.6% in 2003 to par in
2006 and beyond.  The Senior Discount Debentures indenture imposes limitations
on certain payments, including dividends.  The outstanding common stock of GLC
has been pledged as collateral for this obligation.

The Company or its affiliates may, from time to time, depending on liquidity,
and market and economic conditions, purchase in open-market transactions Senior
Discount Debentures or Senior Subordinated Notes.  At December 31, 2002,
approximately 61% of the outstanding Debentures had been purchased by GLC with
the intention of holding them to maturity.  The Company's obligation with
respect to the Debentures is shown net of the amount held by GLC.

The term loan credit facility is comprised of three single tranche term loans
in the amount of $19,099,000, $23,336,000 and $22,626,000 at December 31, 2002
maturing on May 31, 2004, 2005 and 2006, respectively.  On March 27, 2002, the
Company secured incremental term loans under each of its three existing tranche
loans in the amount of $9.0 million, $1.5 million and $1.5 million,
respectively, in order to finance the acquisition of the Baton Rouge Plant.
The incremental loans amortize and mature in conformity with the terms of the
tranches to which they were added.  In consideration for the issuance of the
incremental term loans, credit facility interest rate margins were increased
between 1.25% to 1.50%.  The facility also includes a revolving credit
agreement in effect until May 31, 2003, which provides for borrowings of up to
$25,000,000 (with a $10,000,000 sub-limit for letters of credit).  The facility
is secured by substantially all the assets of the Company and requires that the
Company, among other things, satisfy certain financial ratios.  At December 31,
2002, there were no borrowings under the revolving credit portion of the
facility and outstanding letters of credit were $874,000.

The pollution control and industrial development revenue bonds were issued by
various state and local governmental authorities.  Under agreements with these
authorities, the Company has either leased (with nominal value purchase
options) or purchased on an installment basis the facilities constructed with
the funds financed.
<PAGE> F-14 / 17 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


Certain covenants present in the Company's credit agreements make reference to
a measure denominated as Adjusted EBITDA.  Adjusted EBITDA is defined as
operating income before depreciation, amortization and management fees and
related expenses.  Adjusted EBITDA is not a measure of performance defined by
accounting principles generally accepted in the United States of America.

The fair market value of the Company's long-term debt obligations approximated
$189,000,000 and $228,000,000 at December 31, 2001 and 2002, respectively.

Maturities of long-term debt, for the succeeding five years and thereafter are
as follows:

                                               Long-Term   Capital
                                                 Debt      Leases      Total
                                              ---------- ---------- ----------
                                                       (In thousands)
  2003                                        $  23,677  $      23  $  23,700
  2004                                           18,123          2     18,125
  2005                                           22,620          -     22,620
  2006                                           11,017          -     11,017
  2007                                                -          -          -
  Thereafter                                    231,923          -    231,923
                                              ---------- ---------- ----------
                                              $ 307,360  $      25  $ 307,385
                                              ========== ========== ==========

Interest paid amounted to $27,167,000, $14,783,000 and $4,541,000 for the years
ended December 31, 2000, 2001 and 2002, respectively.

The Company has significant amounts outstanding under its credit agreement that
bear interest at variable rates.  As a result, the Company's interest expense
is sensitive to changes in the general level of interest rates.  To illustrate,
a 10% increase or decrease in the rates in effect for the year ended
December 31, 2002 would have resulted in a corresponding increase or decrease
in interest expense for the period of $376,000.

9.  Leases

The Company leases various production equipment under capital leases, some of
which contain renewal options and/or options to purchase.  Amortization under
capital leases is included in depreciation expense.

Future minimum payments as of December 31, 2002, by year and in the aggregate,
under capital leases and non-cancelable operating leases with initial or
remaining terms of one year or more consist of the following:

                                                           Capital  Operating
                                                           Leases     Leases
                                                         ---------- ----------
                                                             (In thousands)
  2003                                                   $      25  $   1,779
  2004                                                           2      1,706
  2005                                                           -      1,649
  2006                                                           -      1,398
  2007                                                           -      1,293
  Thereafter                                                     -      3,053
                                                         ---------- ----------
  Total minimum lease payments                                  27  $  10,878
  Amounts representing interest                                ( 2) ==========
                                                         ----------
  Present value of net minimum lease payments            $      25
                                                         ==========
<PAGE> F-15 / 18 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


Rental expense for all operating leases was $2,006,000, $2,012,000 and
$2,037,000 for the years ended December 31, 2000, 2001 and 2002, respectively.

10.  Savings and Profit-Sharing Plans

The Company sponsors savings plans, which are qualified under section 401(k) of
the Internal Revenue Code and provide that participating employees may make
contributions of up to 15% of base wages, subject to statutory limitations.
The Company makes contributions for the benefit to each such employee equal to
50% of the employee's contributions, up to a maximum of 3% of the employee's
salary.  Matching contributions under the plans were $192,000, $198,000 and
$247,000 for the years ended December 31, 2000, 2001 and 2002, respectively.

The Company's practice has been to maintain a profit-sharing plan whereby
eligible employees receive profit-sharing distributions determined as a
percentage of base salary based on the Company's achievement of profitability
targets established annually.  Profit-sharing expense was $1,891,000,
$1,356,000 and $1,389,000 for the years ended December 31, 2000, 2001 and 2002,
respectively.

11.  Pension Plans

The Company has various defined benefit retirement plans, which cover
substantially all employees.  Benefits are based upon the number of years of
service and the employee's compensation under varying formulas.  The funding
policy is generally to contribute at least the minimum amount that is
acceptable under federal law for tax purposes.  Contributions are intended to
provide not only for benefits attributed to service to date, but also for those
expected to be earned in the future.  As of December 31, 2002, the assets of
the plan were invested principally in listed stocks, bonds, money market
certificates and cash.

The Company also maintains a supplemental defined benefit retirement plan for
key executives.  This plan is not presently funded nor qualified under Section
401(a) of the Internal Revenue Code.

The components of net pension expense for the plans were as follows:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Service cost                                $     391  $     425  $     537
  Interest cost                                     917      1,061      1,140
  Expected return on assets                      (1,057)    (1,140)    (1,196)
  Amortization of prior service cost                 17         40         40
  Recognized net actuarial loss                       3         77        123
                                              ---------- ---------- ----------
  Net periodic pension cost                   $     271  $     463  $     644
                                              ========== ========== ==========
<PAGE> F-16 / 19 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


The following tables set forth the change in benefit obligation and plan
assets, the funded status and amounts recognized in the Company's balance
sheets for the plans:

                                                            2001       2002
                                                         ---------- ----------
                                                             (In thousands)
  Change in benefit obligation:
   Benefit obligation at beginning of period             $  13,412  $  15,820
   Service cost                                                425        537
   Interest cost                                             1,061      1,140
   Amendments                                                  229          -
   Actuarial loss                                            1,112        876
   Benefits paid                                              (419)      (465)
                                                         ---------- ----------
   Benefit obligation at end of period                   $  15,820  $  17,908
                                                         ========== ==========
  Change in plan assets:
   Fair value of plan assets at beginning of period      $  12,612  $  11,630
   Actual return on plan assets                               (622)      (894)
   Company contribution                                        142        751
   Expenses                                                    (83)       127
   Benefits paid                                              (419)      (465)
                                                         ---------- ----------
   Fair value of plan assets at end of period            $  11,630  $  11,149
                                                         ========== ==========

   Funded status                                         $  (4,190) $  (6,759)
   Unrecognized net actuarial loss                           4,125      6,840
   Unrecognized prior service cost                             273        234
                                                         ---------- ----------
  Net pension asset recognized in the balance sheets     $     208  $     315
                                                         ========== ==========
  Amount recognized in balance sheet consists of:
   Prepaid benefit cost (accrued benefit liability)      $  (2,202)    (5,129)
   Intangible asset                                            274        183
   Accumulated other comprehensive loss                      2,136      5,261
                                                         ---------- ----------
  Net pension asset recognized in the balance sheets     $     208  $     315
                                                         ========== ==========

The expected long-term rate of return on plan assets was 9% for the periods
presented.  The weighted average discount rate and weighted average rate of
increase in future compensation levels used were 7.5% and 4.5% for 2000, 7.25%
and 4.25% for 2001 and 6.75% and 3.75% for 2002, respectively.

12.  Postretirement Obligations

The Company provides certain health care and life insurance benefits to all
full time employees who satisfy certain eligibility requirements and reach
retirement age while employed by the Company.  The Company does not fund these
benefits and accrues for the related cost generally over the employees' service
period.
<PAGE> F-17 / 20 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


The components of net periodic postretirement benefit cost ("NPPBC") were as
follows:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Service cost                                $     270        336  $     401
  Interest cost                                     319        385        404
                                              ---------- ---------- ----------
  NPPBC                                       $     589  $     721  $     805
                                              ========== ========== ==========

The following tables set forth the change in benefit obligation and plan
assets, the funded status and amounts recognized in the Company's balance
sheets:

                                                            2001       2002
                                                         ---------- ----------
                                                             (In thousands)
  Change in benefit obligation:
   Benefit obligation at beginning of period             $   4,794  $   5,954
   Service cost                                                336        401
   Interest cost                                               385        404
   Actuarial loss                                              603      1,258
   Benefits paid                                              (164)      (170)
                                                         ---------- ----------
  Benefit obligation at end of period                    $   5,954  $   7,847
                                                         ========== ==========
  Change in plan assets:
   Fair value of plan assets at beginning of period      $       -  $       -
   Company contribution                                        164        170
   Benefits paid                                              (164)      (170)
                                                         ---------- ----------
  Fair value of plan assets at end of period             $       -  $       -
                                                         ========== ==========

  Funded status                                          $  (5,954) $  (7,847)
  Unrecognized net actuarial loss                              668      1,927
                                                         ---------- ----------
  Postretirement liability recognized
   in the balance sheets                                 $  (5,286) $  (5,920)
                                                         ========== ==========

The health care cost trend used in determining the accumulated postretirement
benefit obligation ("APBO") was 12.5% grading down to 5.0% by 2008. That
assumption may have a significant effect on the amounts reported.  To
illustrate, increasing the assumed trend by 1% for all years would increase the
aggregate service and interest component of NPPBC for the year ended December
31, 2002 by $138,000 (or 17.2%) and the APBO for the year then ended by
$1,175,000 (or 15.0%).  Conversely, decreasing the assumed trend by 1% for all
years would decrease the aggregate service and interest component of NPPBC for
the year ended December 31, 2002 by $125,000 (or 15.5%) and the APBO for the
year then ended by $972,000 (or 12.4%).

Assumptions used to develop NPPBC and the actuarial present value APBO included
the weighted average rate of increase in future compensation levels and the
weighted average discount rate of 5% and 7.5% for 2000, 5% and 7.25% for 2001
and 5% and 6.75% for 2002, respectively.
<PAGE> F-18 / 21 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


13.  Stockholders' Equity

In December 1999, certain members of management of the Company purchased 620
shares of the Company's common stock for $620,000, which increased the number
of issued and outstanding common shares to 65,950.

On December 13,1999, the Board of Directors adopted the 1999 Management Stock
Option Plan (the "1999 Option Plan") which provides for the grant of stock
options to purchase up to an aggregate of 4,050 shares of the common stock of
the Company at a price of $1,000 per share with 2,800 shares being initially
granted to employees.  At the time of the grant, 16.4% of the options became
vested with the remaining options targeted to vest on the last day of plan
years 1999 through 2001 at a rate of 27.9% of the aggregate number of shares of
common stock subject to the options per year, provided that the Company attains
specified targets of Adjusted EBITDA, as defined.  If the Adjusted EBITDA goal
is not attained in any plan year, the options scheduled to vest in that year
will vest on a pro rata basis as prescribed in the 1999 Option Plan, except
that unless more than 90% of the Adjusted EBITDA goal is achieved, no portion
of the options shall vest for the year. Conversely, the 1999 Option Plan
provides for make-up vesting and accelerated vesting (of up to 25% of the
options scheduled to vest in 2001), in that order, in the event that the
Adjusted EBITDA goal is surpassed in any plan year.  In addition, the Plan was
amended effective December 11, 2002 to provide for the immediate accelerated
vesting of an additional 618 options.  Notwithstanding the foregoing, all
options granted under the 1999 Option Plan vest automatically on April 21,
2007, regardless of performance criteria and expire on the earlier of the tenth
anniversary of the date of grant or the sale of the Company.

The following table sets forth the activity and outstanding balances of options
exercisable for shares of common stock under the 1999 Option Plan:

                                                                    Available
                                                          Options   For Future
                                                        Outstanding   Grants
                                                         ---------- ----------
  At plan inception on December 13, 1999                         -      4,050
  Granted on December 13, 1999 ($1,000 per share)            2,800     (2,800)
                                                         ---------- ----------
  Balance at December 31, 1999                               2,800      1,250
  Options granted                                                -          -
                                                         ---------- ----------
  Balance at December 31, 2000                               2,800      1,250
  Options granted                                                -          -
                                                         ---------- ----------
  Balance at December 31, 2001                               2,800      1,250
  Options granted                                                -          -
                                                         ---------- ----------
  Balance at December 31, 2002                               2,800      1,250
                                                         ========== ==========

At December 31, 2002, the number of options outstanding that were vested
totaled 2,330 at an exercise price of $1,000 per share with a weighted average
remaining contractual life of 7 years.  Information regarding the method used
by the Company to account for stock-based compensation and expense reported is
duscussed further in Note 1.
<PAGE> F-19 / 22 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


14.  Other Income (Expense)

Other income (expense) consists of the following:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  1998 acquisition fee settlement             $       -  $  (5,000) $     114
  Gain on sale of lease right/assets                  -          -      2,734
  Export tax refund                               1,112      1,286        685
  Export duties                                       -          -     (1,127)
  Foreign exchange gain                               -        461        653
  Other                                             (64)      (180)    (1,002)
                                              ---------- ---------- ----------
                                              $   1,048  $  (3,433) $   2,057
                                              ========== ========== ==========

15.  Income Taxes

Components of the Company's deferred tax liabilities and assets are as follows:

                                                            2001       2002
                                                         ---------- ----------
                                                             (In thousands)
  Deferred tax liabilities:
   Book over tax depreciable basis                       $  50,973  $  50,080
   Other - net                                               3,584      3,386
                                                         ---------- ----------
  Total deferred tax liabilities                            54,557     53,466
                                                         ---------- ----------
  Deferred tax assets:
   Accrued liabilities                                       7,701      6,361
   Valuation allowance                                        (475)    (1,166)
   Minimum pension liability adjustment                        748      1,841
   Other - net                                                 388      2,950
                                                         ---------- ----------
  Total deferred tax assets                                  8,362      9,986
                                                         ---------- ----------
  Net deferred tax liability                             $  46,195  $  43,480
                                                         ========== ==========

The differences between tax expense computed at the statutory federal income
tax rate and actual tax expense are as follows:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Tax expense at statutory rates applied
   to pretax earnings                         $   3,045  $     636  $   4,161
  State income tax, net of federal tax effects        9          3        (17)
  Tax exempt earnings                              (326)      (289)      (529)
  Effects of foreign operations                     233     (1,483)     3,105
  Amortization of goodwill                        1,566      1,566          -
  Change in valuation allowance                     475          -        691
  Other                                            (212)       576       (210)
                                              ---------- ---------- ----------
  Income tax expense                          $   4,790  $   1,009  $   7,201
                                              ========== ========== ==========
<PAGE> F-20 / 23 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


Income taxes consist of the following:

                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Current:
   Federal                                    $   3,447  $     289  $     324
   State                                            323        366         77
   Foreign                                        4,907      4,883      8,422
                                              ---------- ---------- ----------
                                                  8,677      5,538      8,823
                                              ---------- ---------- ----------
  Deferred:
   Federal                                       (3,186)    (2,687)      (582)
   State                                           (309)      (361)      (103)
   Foreign                                         (392)    (1,481)      (937)
                                              ---------- ---------- ----------
                                                 (3,887)    (4,529)    (1,622)
                                              ---------- ---------- ----------
  Total                                       $   4,790  $   1,009  $   7,201
                                              ========== ========== ==========

Income taxes paid were approximately $10,551,000, $8,557,000 and $4,051,000 for
the years ended December 31, 2000, 2001 and 2002, respectively.

U.S. income taxes have not been provided on the undistributed earnings of
Copetro S.A. ($34,437,000 as of December 31, 2002) because such earnings are
expected to be reinvested.  Upon distribution of those earnings, the Company
would be subject to U.S. income taxes (subject to an adjustment for foreign tax
credits and withholding taxes, if any).

Loss before income taxes and extraordinary item attributable to domestic
operations (which included results from export sales) was $4,221,000,
$11,251,000 and nil for the years ended December 31, 2000, 2001 and 2002,
respectively.

16.  Financial Information Relating to Segments

The Company has three reportable business segments.

  Anode Grade CPC-is produced and marketed directly to primary aluminum
  smelters world-wide for use as the principal raw material in the production
  of carbon anodes, a key component in the aluminum smelting process.

  Industrial Grade CPC-is produced and marketed for use in a variety of non-
  aluminum, industrial applications, including as a raw material in the
  production of titanium dioxide, as a recarburizer (carbon additive) in the
  manufacture of steel and foundry products and for use in other specialty
  materials and chemicals markets.

  RPC Trading-involves the world-wide marketing of raw petroleum coke ("RPC")
  for use as the raw material in the production of CPC and as a fuel source in
  a variety of other industrial applications.

The production and distribution of CPC, which is the focus of the first two
units, is accomplished utilizing the same process, plant facilities and
operating assets.  The RPC trading business, as conducted by the Company,
generally involves the use of such assets on a limited basis. Accordingly,
the Company does not segregate, or otherwise account for, the assets by
segments.
<PAGE> F-21 / 24 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


                          Anode    Industrial
                          Grade      Grade        RPC
                           CPC        CPC       Trading     Other     Total
                        ---------- ---------- ---------- ---------- ----------
                                            (In thousands)
 ---------2000----------
  Net sales             $ 194,066  $  55,224  $  11,792  $   2,519  $ 263,601
  Cost of goods sold     (144,409)   (40,882)    (9,932)    (7,495)  (202,718)
                        ---------- ---------- ---------- ---------- ----------
  Segment Profit        $  49,657  $  14,342  $   1,860  $  (4,976)    60,883
                        ========== ========== ========== ==========
  Selling, general and
   administrative expenses                                            (19,852)
  Interest expense, net                                               (33,380)
  Other income (expense)                                                1,048
                                                                    ----------
  Income before income taxes and extraordinary item                 $   8,699
                                                                    ==========

                          Anode    Industrial
                          Grade      Grade        RPC
                           CPC        CPC       Trading     Other     Total
                        ---------- ---------- ---------- ---------- ----------
                                            (In thousands)
 ---------2001----------
  Net sales             $ 194,464  $ 54,024   $  19,786  $   2,280  $ 270,554
  Cost of goods sold     (149,000)  (41,723)    (18,300)    (6,943)  (215,966)
                        ---------- ---------- ---------- ---------- ----------
  Segment Profit        $  45,464  $  12,301  $   1,486  $  (4,663)    54,588
                        ========== ========== ========== ==========
  Selling, general and
   administrative expenses                                            (18,693)
  Interest expense, net                                               (30,644)
  Other income (expense)                                               (3,433)
                                                                    ----------
  Income before income taxes and extraordinary item                 $   1,818
                                                                    ==========

                          Anode    Industrial
                          Grade      Grade        RPC
                           CPC        CPC       Trading     Other     Total
                        ---------- ---------- ---------- ---------- ----------
                                            (In thousands)
 ---------2002----------
  Net sales             $ 253,085  $  44,605  $   8,817  $   1,060  $ 307,567
  Cost of goods sold     (207,494)   (34,350)    (5,115)    (5,993)  (252,952)
                        ---------- ---------- ---------- ---------- ----------
  Segment Profit        $  45,591  $  10,255  $   3,702  $  (4,933)    54,615
                        ========== ========== ========== ==========
  Selling, general and
   administrative expenses                                            (11,803)
  Interest expense, net                                               (32,982)
  Other income (expense)                                                2,057
                                                                    ----------
  Income before income taxes                                        $  11,887
                                                                    ==========
<PAGE> F-22 / 25 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


17.  Operations by Geographic Area

The following is a summary of the Company's operations by geographic area:

                                                   Year Ended December 31,
                                                 2000       2001       2002
                                              ---------- ---------- ----------
                                                       (In thousands)
  Net Sales
   United States                              $ 192,580  $ 208,224  $ 268,110
   Foreign                                       71,021     62,330     39,457
                                              ---------- ---------- ----------
                                              $ 263,601  $ 270,554  $ 307,567
                                              ========== ========== ==========
  Operating income
   United States                              $  28,705  $  24,657  $  30,880
   Foreign                                       12,326     11,238     11,932
                                              ---------- ---------- ----------
                                              $  41,031  $  35,895  $  42,812
                                              ========== ========== ==========
  Assets
   United States                              $ 378,913  $ 383,375  $ 420,574
   Foreign                                       80,128     70,433     70,417
                                              ---------- ---------- ----------
                                              $ 459,041  $ 453,808  $ 490,991
                                              ========== ========== ==========

Exports from U.S. operations were approximately $97,023,000, $117,334,000 and
$151,798,000 for the years ended December 31, 2000, 2001 and 2002,
respectively.  Export sales to Western Europe as a percentage of United States
net sales were 26.7%, 23.0% and 25.4% for the years ended December 31, 2000,
2001 and 2002, respectively.  Export sales to the Mideast as a percentage of
United States net sales were 18.9% for the year ended December 31, 2001.
Export sales to North America (exclusive of the U.S.) as a percentage of United
States net sales were 12.9% for the year ended December 31, 2002.  The
Company's foreign operations are conducted principally in South America.
<PAGE> F-23 / 26 of 31
                          Great Lakes Acquisition Corp.
                                and Subsidiaries

              Notes to Consolidated Financial Statements (continued)


18.  Quarterly Financial Data (unaudited)

The following is a summary of Company's quarterly results of operations:

                                               2001 Quarterly Data
                                      3/31       6/30       9/30      12/31
                                   ---------- ---------- ---------- ----------
                                                 (In thousands)
  Net sales                        $  72,042  $  69,517  $  68,194  $  60,801
  Gross profit                        14,401     14,353     12,735     13,099
  Operating income                     9,841      9,301      7,891      8,862
  Other expense                        7,349      6,809      7,411     12,508
  Income before income tax and
   extraordinary expense               2,492      2,492        480     (3,646)
  Income tax expense (benefit)         1,374      1,264        480     (2,109)
  Extraordinary gain, net of tax       3,850          -          -       (133)
  Net income                           4,968      1,228          -     (1,670)
  Adjusted EBITDA (1)                 15,839     15,421     13,958     14,829


                                               2002 Quarterly Data
                                      3/31       6/30       9/30      12/31
                                   ---------- ---------- ---------- ----------
                                                 (In thousands)
  Net sales                        $  55,346  $  83,220  $  87,178  $  81,823
  Gross profit                        10,363     13,141     17,623     13,488
  Operating income                     7,419     10,432     14,551     10,410
  Other expense                        2,058      6,856     11,801     10,210
  Income before income tax and
   extraordinary expense               5,361      3,576      2,750        200
  Income tax expense (benefit)         3,210      2,510      1,443        (38)
  Net income                           2,151      1,066      1,307        162
  Adjusted EBITDA (1)                 12,484     15,832     19,862     15,517


(1)  Adjusted EBITDA should not be considered a substitute for net income,
cash flow from operating activities or other cash flow statement data
prepared in accordance with generally accepted accounting principles or as
an alternative to net income as an indicator of operating performance or
cash flows as a measure of liquidity.  Adjusted EBITDA is presented here
only to provide additional information with respect to the Company's ability
to satisfy debt service.  While Adjusted EBITDA is frequently used as a
measure of operations and the ability to meet debt service requirements, it
is not necessarily comparable to other similarly titled captions of other
companies due to potential inconsistencies in the method of calculation.

19.  Extraordinary Item

Extraordinary gains related to the repurchase of the Company's debt of
approximately $3,804,000 and $3,717,000 (net of income tax expenses of
$2,048,000 and $2,073,000) were recognized in 2000 and 2001, respectively.

20.  Litigation and Contingencies

The Company is a party to several proceedings, which are in various stages of
resolution.  Management of the Company, after discussion with legal counsel, is
of the opinion that the ultimate resolution of these matters will not have a
material effect upon the financial condition of the Company.
<PAGE> F-24 / 27 of 31
                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to
its annual report to be signed on its behalf by the undersigned thereunto duly
authorized on the 3rd day of April 2003.

                                                 Great Lakes Acquisition Corp.

                                                 By:  /s/JAMES D. MCKENZIE
                                                 -----------------------------
                                                 James D. McKenzie, President
                                                 and Chief Executive Officer
<PAGE> 28 of 31
                                CERTIFICATION


Each of the undersigned hereby certifies in their capacity as an officer of
Great Lakes Acquisition Corp. (the "Company") that Amendment No. 2 to the
Annual Report of the Company on Form 10-K for the year ended December 31, 2002
fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such amendment
fairly presents, in all material respects, the financial condition of the
Company at December 31, 2002 and 2001 and the results of operations of the
Company for the three years then ended.

Date: 4/3/03                                   /s/JAMES D. MCKENZIE
                                               -------------------------------
                                               President and Chief Executive
                                               Officer

Date: 4/3/03                                   /s/ADELA I. ROBLES
                                               -------------------------------
                                               Controller, Assistant Secretary
                                               and Chief Financial Officer

<PAGE> 29 of 31
                                CERTIFICATION

I, James D. McKenzie, certify that:

1. I have reviewed this amendment to the annual report on Form 10-K of Great
Lakes Acquisition Corp. (and as so amended, the "annual report");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;
        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing date
           of this annual report (the "Evaluation Date"); and
        c) presented in this annual report our conclusions about the effective-
           ness of the disclosure controls and procedures based on our evalua-
           tion as of the Evaluation Date;

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
        a) all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6. The registrant's other certifying officer(s) and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 4/3/03                                   /s/JAMES D. MCKENZIE
                                               -------------------------------
                                               President and Chief Executive
                                               Officer
<PAGE> 30 of 31
                                CERTIFICATION

I, Adela I. Robles, certify that:

1. I have reviewed this amendment to the annual report on Form 10-K of Great
Lakes Acquisition Corp. (and as so amended, the "annual report");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;
        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing date
           of this annual report (the "Evaluation Date"); and
        c) presented in this annual report our conclusions about the effective-
           ness of the disclosure controls and procedures based on our evalua-
           tion as of the Evaluation Date;

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
        a) all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6. The registrant's other certifying officer(s) and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 4/3/03                                   /s/ADELA I. ROBLES
                                               -------------------------------
                                               Controller, Assistant Secretary
                                               and Chief Financial Officer
<PAGE> 31 of 31