8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: February 1, 2005

Date of Earliest Event Reported: January 26, 2005

Commission file number 1-6450

GREAT LAKES CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	95-1765035
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
9025 NORTH RIVER ROAD, SUITE 400 INDIANAPOLIS, INDIANA  46240
(Address of principal executive offices)  (Zip Code)
Registrant’s telephone number, including area code 317-715-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

On January 26, 2005, Great Lakes Chemical Corporation issued a press release announcing that it changed its financial reporting segments effective December 31, 2004 to reflect the way the company is organized following the realignment of the Company’s current management reporting structure.  In addition, the Company renamed its segments to more clearly reflect the key end markets and customers it serves.  A copy of that press release as well as revised segment results by quarter and full year for the years 2003, 2002 and 2001 and for the first nine months of 2004 have been included as Exhibit 99(i).

The schedules attached as Exhibit 99(i) contain non-GAAP financial measures such as adjusted (or “underlying”) income (loss) from continuing operations, diluted earnings per share and operating income (loss).

Management believes that reporting income measures excluding asset impairments, restructuring charges and certain other significant items provides useful insight to investors by more clearly presenting the core operations of Great Lakes Chemical Corporation.  This may help investors evaluate the company’s performance period over period and identify important operating trends that would be otherwise masked by the excluded items.  These measures also permit investors to view the company’s performance using the same information that company management uses to evaluate the performance of the company’s various businesses, including the allocation of available resources.

While the company believes that these non-GAAP financial measures are useful in evaluating the company’s financial performance, investors should consider these non-GAAP measures in addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.  This report also contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission, including adjusted operating income (loss).  Included in these schedules is a reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures calculated in accordance with GAAP.

Item 9.01Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99(i)	Press release dated January 26, 2005.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	February 1, 2005	By:	/s/ William L. Sherwood
				William L. Sherwood
				Vice President and
				Corporate Controller

3

EX-99.1

Exhibit 99(i)

news release	Great Lakes Chemical Corporation
	9025 North River Road, Suite 400
	Indianapolis, IN 46240 USA
	Telephone: (1) 317 715 3000
	Facsimile: (1) 317 715 3050
	www.greatlakes.com

FOR IMMEDIATE RELEASE

(Issued January 26, 2005)

GREAT LAKES REALIGNS FINANCIAL REPORTING SEGMENTS TO REFLECT INDUSTRIAL AND CONSUMER HOLDINGS

INDIANAPOLIS, INDIANA—Great Lakes Chemical Corporation (NYSE:GLK) today announced that effective December 31, 2004, it changed its financial reporting segments to reflect the way the Company is organized following the realignment of the Company’s current management reporting structure. In addition, the Company has renamed its segments to more clearly reflect the key end markets and customers it serves.

Previously, Great Lakes segmented its financial results as “Polymer Additives” and “Specialty Products.” The renamed reporting structure will continue to include two segments: “Industrial Performance Products” and “Consumer Products.” The industrial water additives business, previously reported as a component of Specialty Products, will be reclassified to the Industrial Performance Products segment.

Total net sales, operating income, and income from continuing operations for Great Lakes for the three and nine months ended September 30, 2004 will remain unchanged as a result of this reclassification.

Revised segment results by quarter and full year for the years 2003, 2002, and 2001, respectively, are included with this release. Results for the first three quarters of 2004 are also included. The tables that follow show the net sales and profits of reportable segments under the revised segment format and also on an adjusted basis, which excludes asset impairments, restructuring charges, and certain other significant items.

Forward Looking Statement

This press release contains forward-looking statements involving risk and uncertainties that affect the company’s operations as discussed in Great Lakes Chemical Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. Accordingly, there is no assurance the company’s expectations will be realized.

This release also contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission, including adjusted operating income (loss).  Included with this release is a reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures calculated in accordance with GAAP.

# # #

Great Lakes Chemical Corporation is the world’s leading producer of certain specialty chemicals for such applications as water treatment, household cleaners, flame retardants, polymer stabilizers, fire suppressants, and performance products. The stock of the company is traded on the New York Stock Exchange (NYSE:GLK). For more information please visit the Great Lakes web site at www.greatlakes.com.

Analyst contact:

Jeff Potrzebowski  +1 317 715 3027 / investorinfo@glcc.com

Media contact:

Wendy Chance +1 317 715 3027 / wchance@glcc.com

Great Lakes Chemical Corporation

Segment Results - Continuing Operations

Nine Months Ended September 30, 2004

Year Ended December 31, 2003, 2002 and 2001

(millions)

	Nine Months Ended September 30, 2004								Year Ended December 31, 2003
	Revised GAAP Basis			Charges (A)		Adjusted			Revised GAAP Basis			Charges (A)		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	732.7		$	—	$	732.7		$	887.6		$	—	$	887.6
Consumer Products	460.5			—		460.5			538.3			—		538.3
Total Sales of Reportable Segments	1,193.2			—		1,193.2			1,425.9			—		1,425.9
Corporate	—			—		—			—			—		—
Total Net Sales to External Customers	$	1,193.2		$	—	$	1,193.2		$	1,425.9		$	—	$	1,425.9
Segment Profit (Loss)
Industrial Performance Products	$	34.3		$	13.4	$	47.7		$	(72.7	)	$	95.9	$	23.2
Consumer Products	49.6			4.7		54.3			59.8			4.0		63.8
Total Profits of Reportable Segments	83.9			18.1		102.0			(12.9		)	99.9		87.0
Corporate	(41.2		)	17.2		(24.0		)	(49.3		)	11.8		(37.5		)
Total Operating Income (Loss)	$	42.7		$	35.3	$	78.0		$	(62.2	)	$	111.7	$	49.5

	Year Ended December 31, 2002									Year Ended December 31, 2001
	Revised GAAP Basis			Charges (A)			Adjusted			Revised GAAP Basis			Charges (A)		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	897.9		$	—		$	897.9		$	874.0		$	—	$	874.0
Consumer Products	469.4			—			469.4			440.1			—		507.0
Total Sales of Reportable Segments	1,367.3			—			1,367.3			1,314.1			—		1,381.0
Corporate	(1.9		)	—			(1.9		)	4.4			—		4.4
Total Net Sales to External Customers	$	1,365.4		$	—		$	1,365.4		$	1,318.5		$	—	$	1,385.4
Segment Profit (Loss)
Industrial Performance Products	$	70.6		$	5.4		$	76.0		$	(146.8	)	$	195.9	$	49.1
Consumer Products	65.6			(1.0		)	64.6			34.9			11.2		46.1
Total Profits of Reportable Segments	136.2			4.4			140.6			(111.9		)	207.1		95.2
Corporate	(35.5		)	(0.3		)	(35.8		)	(39.5		)	2.6		(36.9		)
Total Operating Income (Loss)	$	100.7		$	4.1		$	104.8		$	(151.4	)	$	209.7	$	58.3

(A)Asset impairments, restructuring charges and certain other significant items have been excluded from Reported (GAAP basis) Income (Loss) from Continuing Operations to provide Adjusted Income (Loss) from Continuing Operations. The impacts of these excluded charges (credits) are summarized below.

	2004		2003			2002			2001
Asset impairments (all segments)	$	3.0	$	69.1		$	6.0		$	106.1
Restructuring charges (all segments)	11.3		28.7			—			42.5
Change in useful life of enterprise software (Corporate)	15.7		10.0			—			—
Litigation settlement (Industrial Performance Products)	—		(3.1		)	—			—
Joint venture contract settlement costs (Industrial Performance Products)	—		2.6			—
Pricing settlement - purchase contract (Industrial Performance Products)	—		1.4			—
Severance and lease costs (Consumer Products)	—		0.8			—			—
Business interruption costs - facility fires (Consumer Products)	3.2
External consulting fees - restructuring related (Corporate)	1.0		0.8			—
Inventory impairments	—		—			—			25.7
Environmental remediation costs	—		—			—			24.5
Operating inefficiencies incurred after plant shutdown announcement	—		—			—			7.4
Headquarter relocation (Consumer Products and Corporate)	—		0.5			—			—
Contract cancellation costs (Consumer Products)	—		—			(1.0		)	1.0
U.K. cumulative pension liability adjustment	—		—			—			1.6
Adjustments to restructuring reserves for charges taken in prior years	—		(0.1		)	(0.9		)	—
Other	1.1		1.0			—			0.9
Charges excluded from operating income (loss)	$	35.3	$	111.7		$	4.1		$	209.7

Great Lakes Chemical Corporation

Segment Results - Continuing Operations

Quarterly Results -2004

(millions)

(Unaudited)

	March 31, 2004								June 30, 2004
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	229.9		$	—	$	229.9		$	246.8		$	—	$	246.8
Consumer Products	128.2			—		128.2			196.4			—		196.4
Total Sales of Reportable Segments	358.1			—		358.1			443.2			—		443.2
Corporate	—			—		—			—			—		—
Total Net Sales to External Customers	$	358.1		$	—	$	358.1		$	443.2		$	—	$	443.2
Segment Profit (Loss)
Industrial Performance Products	$	5.8		$	7.0	$	12.8		$	9.4		$	6.3	$	15.7
Consumer Products	11.0			1.5		12.5			30.6			1.2		31.8
Total Profits of Reportable Segments	16.8			8.5		25.3			40.0			7.5		47.5
Corporate	(13.9		)	5.8		(8.1		)	(16.9		)	8.4		(8.5		)
Total Operating Income (Loss)	$	2.9		$	14.3	$	17.2		$	23.1		$	15.9	$	39.0

	September 30, 2004
	Revised GAAP Basis			Charges		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	256.0		$	—	$	256.0
Consumer Products	135.9			—		135.9
Total Sales of Reportable Segments	391.9			—		391.9
Corporate	—			—		—
Total Net Sales to External Customers	$	391.9		$	—	$	391.9
Segment Profit (Loss)
Industrial Performance Products	$	19.1		$	0.1	$	19.2
Consumer Products	8.0			2.0		10.0
Total Profits of Reportable Segments	27.1			2.1		29.2
Corporate	(10.4		)	3.0		(7.4		)
Total Operating Income (Loss)	$	16.7		$	5.1	$	21.8

Great Lakes Chemical Corporation

Segment Results - Continuing Operations

Quarterly Results -2003

(millions)

(Unaudited)

	March 31, 2003								June 30, 2003
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges			Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	220.1		$	—	$	220.1		$	221.1		$	—		$	221.1
Consumer Products	104.6			—		104.6			185.7			—			185.7
Total Sales of Reportable Segments	324.7			—		324.7			406.8			—			406.8
Corporate	—			—		—			—			—			—
Total Net Sales to External Customers	$	324.7		$	—	$	324.7		$	406.8		$	—		$	406.8
Segment Profit (Loss)
Industrial Performance Products	$	7.5		$	—	$	7.5		$	7.7		$	(3.1	)	$	4.6
Consumer Products	11.7			—		11.7			31.8			1.1			32.9
Total Profits of Reportable Segments	19.2			—		19.2			39.5			(2.0		)	37.5
Corporate	(10.2		)	—		(10.2		)	(10.3		)	0.5			(9.8		)
Total Operating Income (Loss)	$	9.0		$	—	$	9.0		$	29.2		$	(1.5	)	$	27.7

	September 30, 2003								December 31, 2003
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	220.0		$	—	$	220.0		$	226.4		$	—	$	226.4
Consumer Products	145.7			—		145.7			102.3			—		102.3
Total Sales of Reportable Segments	365.7			—		365.7			328.7			—		328.7
Corporate	—			—		—			—			—		—
Total Net Sales to External Customers	$	365.7		$	—	$	365.7		$	328.7		$	—	$	328.7
Segment Profit (Loss)
Industrial Performance Products	$	(57.6	)	$	56.6	$	(1.0	)	$	(30.3	)	$	42.4	$	12.1
Consumer Products	15.4			0.7		16.1			0.9			2.2		3.1
Total Profits of Reportable Segments	(42.2		)	57.3		15.1			(29.4		)	44.6		15.2
Corporate	(14.2		)	5.0		(9.2		)	(14.6		)	6.3		(8.3		)
Total Operating Income (Loss)	$	(56.4	)	$	62.3	$	5.9		$	(44.0	)	$	50.9	$	6.9

Great Lakes Chemical Corporation

Segment Results - Continuing Operations

Quarterly Results -2002

(millions)

(Unaudited)

	March 31, 2002								June 30, 2002
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges			Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	198.7		$	—	$	198.7		$	230.0		$	—		$	230.0
Consumer Products	96.8			—		96.8			173.2			—			173.2
Total Sales of Reportable Segments	295.5			—		295.5			403.2			—			403.2
Corporate	0.3			—		0.3			(3.2		)	—			(3.2		)
Total Net Sales to External Customers	$	295.8		$	—	$	295.8		$	400.0		$	—		$	400.0
Segment Profit (Loss)
Industrial Performance Products	$	11.8		$	—	$	11.8		$	19.3		$	2.0		$	21.3
Consumer Products	11.2			—		11.2			35.1			—			35.1
Total Profits of Reportable Segments	23.0			—		23.0			54.4			2.0			56.4
Corporate	(8.6		)	—		(8.6		)	(12.5		)	(0.3		)	(12.8		)
Total Operating Income (Loss)	$	14.4		$	—	$	14.4		$	41.9		$	1.7		$	43.6

	September 30, 2002									December 31, 2002
	Revised GAAP Basis			Charges			Adjusted			Revised GAAP Basis			Charges			Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	231.9		$	—		$	231.9		$	237.3		$	—		$	237.3
Consumer Products	118.9			—			118.9			80.5			—			80.5
Total Sales of Reportable Segments	350.8			—			350.8			317.8			—			317.8
Corporate	1.0			—			1.0			—			—			—
Total Net Sales to External Customers	$	351.8		$	—		$	351.8		$	317.8		$	—		$	317.8
Segment Profit (Loss)
Industrial Performance Products	$	20.6		$	(0.4	)	$	20.2		$	18.9		$	3.8		$	22.7
Consumer Products	14.4			—			14.4			4.9			(1.0		)	3.9
Total Profits of Reportable Segments	35.0			(0.4		)	34.6			23.8			2.8			26.6
Corporate	(7.4		)	—			(7.4		)	(7.0		)	—			(7.0		)
Total Operating Income (Loss)	$	27.6		$	(0.4	)	$	27.2		$	16.8		$	2.8		$	19.6

Great Lakes Chemical Corporation

Segment Results - Continuing Operations

Quarterly Results -2001

(millions)

(Unaudited)

	March 31, 2001								June 30, 2001
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	237.6		$	—	$	237.6		$	237.4		$	—	$	237.4
Consumer Products	94.6			—		94.6			158.6			—		158.6
Total Sales of Reportable Segments	332.2			—		332.2			396.0			—		396.0
Corporate	2.7			—		2.7			0.3			—		0.3
Total Net Sales to External Customers	$	334.9		$	—	$	334.9		$	396.3		$	—	$	396.3
Segment Profit (Loss)
Industrial Performance Products	$	24.1		$	—	$	24.1		$	(58.9	)	$	78.1	$	19.2
Consumer Products	12.1			—		12.1			23.8			0.2		24.0
Total Profits of Reportable Segments	36.2			—		36.2			(35.1		)	78.3		43.2
Corporate	(10.1		)	—		(10.1		)	(11.0		)	0.6		(10.4		)
Total Operating Income (Loss)	$	26.1		$	—	$	26.1		$	(46.1	)	$	78.9	$	32.8

	September 30, 2001								December 31, 2001
	Revised GAAP Basis			Charges		Adjusted			Revised GAAP Basis			Charges		Adjusted
Net Sales to External Customers:
Industrial Performance Products	$	205.0		$	—	$	205.0		$	194.0		$	—	$	194.0
Consumer Products	108.4			—		108.4			78.5			—		78.5
Total Sales of Reportable Segments	313.4			—		313.4			272.5			—		272.5
Corporate	(0.6		)	—		(0.6		)	2.0			—		2.0
Total Net Sales to External Customers	$	312.8		$	—	$	312.8		$	274.5		$	—	$	274.5
Segment Profit (Loss)
Industrial Performance Products	$	(98.7	)	$	104.3	$	5.6		$	(13.3	)	$	13.5	$	0.2
Consumer Products	1.2			5.0		6.2			(2.2		)	6.0		3.8
Total Profits of Reportable Segments	(97.5		)	109.3		11.8			(15.5		)	19.5		4.0
Corporate	(11.3		)	1.4		(9.9		)	(7.1		)	0.6		(6.5		)
Total Operating Income (Loss)	$	(108.8	)	$	110.7	$	1.9		$	(22.6	)	$	20.1	$	(2.5	)