SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the calendar year ended December 31, 1999
OR
[ ] Transition report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission file number 0-30270
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive
office:
Crompton Corporation
One American Lane
Greenwich, CT 06831
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1999 and 1998
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes
at End-of-Year December 31, 1999
Signature
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
Index
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1999 and 1998
Notes to Financial Statements
Schedule
Schedule of Assets Held for Investment Purposes
at End-of-Year December 31, 1999 ................... I
Independent Auditors' Report
The Board of Directors
Crompton Corporation:
We have audited the accompanying statements of net assets
available for plan benefits of Crompton Corporation Individual Account
Retirement Plan (the Plan) as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 financial statements referred to above
present fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1999 and 1998, and the changes in net
assets available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The supplemental schedule
of Assets Held for Investment Purposes at End of Year is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/KPMG LLP
Stamford, Connecticut
June 16, 2000
Crompton Corporation
Individual Account Retirement Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
1999 1998
Assets
Investments:
Guaranteed Investment Contracts $ 22,415,347 $ 8,332,530
Fleet Stable Asset Fund 49,372,119 10,906,952
Fidelity Advisors Government
Investment Fund 6,860,405 4,715,579
George Putnam Fund of Boston 18,120,208 19,025,781
Putnam Voyager Fund 51,375,561 29,904,024
Putnam International Fund 12,487,042 1,632,226
Invesco Industrial Income Fund 2,707,537 1,181,246
Galaxy Growth & Income Fund 31,197,704 1,488,309
Galaxy Large Company Index Fund 19,323,717 3,889,377
Galaxy Asset Allocation Fund 1,631,750 650,184
Galaxy Small Cap Value Fund 8,310,366 1,655,106
Crompton Corporation - Common Stock 1,249,412 -
Loan fund 732,485 -
Contribution receivable from Crompton Corporation 824,777 392,634
Contribution receivable from plan participants 663,801 231,315
Cash and cash equivalents 96,996 11,503
Accrued income 533,493 91,758
Net assets available for plan benefits $ 227,902,720 $ 84,108,524
See accompanying notes to financial statements
Crompton Corporation
Individual Account Retirement Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1999 and 1998
1999 1998
Additions attributed to:
Investment Income:
Interest and dividends $ 14,991,669 $ 5,777,960
Net appreciation in fair value
of investments 15,479,386 4,197,018
Net Investment Income 30,471,055 9,974,978
Contributions:
Employer 8,831,797 4,402,790
Employee 8,208,972 2,597,231
17,040,769 7,000,021
Rollovers from qualified plans 320,148 303,123
Transfer of Uniroyal Chemical Company, Inc.
Retirement Reserve Fund Plan assets 117,333,650 -
Total additions 165,165,622 17,278,122
Deductions attributed to:
Benefits paid to participants (14,928,054) (6,522,250)
Ingredient Technology Corporation Divestiture -
plan to plan transfer (6,443,372) -
Net increase 143,794,196 10,755,872
Net assets available for plan
benefits at beginning of year 84,108,524 73,352,652
Net assets available for plan
benefits at end of year $ 227,902,720 $ 84,108,524
See accompanying notes to financial statements
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Basis of Presentation
The accompanying financial statements have been prepared on
the accrual basis of accounting and present the net assets
available for plan benefits and changes in those net assets.
(2) Description of Plan
Effective January 1, 1983, the Board of Directors of
Crompton Corporation (the "Company") adopted the Individual
Account Retirement Plan (the "Plan"). The following description
of the Plan provides only general information. Reference should
be made to the Plan agreement for a more complete description of
the Plan's provisions. The Plan is a defined contribution plan
and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Fleet Bank (the "Trustee")has been selected by the Company
as the custodial trustee. The Trustee has custodial
responsibility for a trust fund on behalf of the Plan and
maintains accounting records for all plan assets. These assets
and the changes therein have been reported to the Plan
administrator and certified as complete and accurate by the
Trustee.
Eligibility
Effective January 1, 1999, employees of participating
divisions of the Company are eligible to participate in the Plan
after the completion of thirty consecutive days of employment.
Prior to January 1, 1999, employees of participating divisions of
the Company were eligible to participate on the first day of the
month subsequent to attaining the age of 21 and completing 1,000
hours of service during the 12-month period following the date of
hire or any succeeding plan year. Employees participating in the
Crompton Corporation Retirement Income Plan (the Predecessor
Plan) automatically became participants in this Plan.
Contributions and Vesting
Each year the Company will contribute to the Plan an amount
equal to at least 4-1/2% of each participant's compensation. The
first 2% is designated as a Basic Company Contribution and
immediately vests with the participant. Effective January 1,
1989, the remaining 2-1/2% plus any additional contribution
provided by the Company that is designated as a Supplemental
Company Contribution vests 100% over a five-year period at a rate
of 40% after two years of service and an additional 20% per year
thereafter. One hundred percent vesting is attained after five
years of service, and upon retirement, disability, death or upon
change of control of the Company. Prior to January 1, 1989
vesting occurred over a ten-year period at a rate of 50% after 5
years of service, and an additional 10% for each succeeding year
of service. For vesting purposes, participants in the
Predecessor Plan receive credit for all years of service from age
21. During 1999 and 1998, the Company elected to contribute 6%
of each participant's compensation. Prior to January 1, 1999
participants could elect to contribute up to 6% of their
compensation to the Plan (Voluntary Participant Contributions) by
means of a payroll deduction. Effective January 1, 1999 non-
highly compensated participants and highly compensated
participants may elect to contribute up to 15% and 8%,
respectively, of their compensation to the Plan. Highly
compensated is defined as annual compensation in excess of
$80,000. Voluntary Participant Contributions are treated as
pre-tax contributions, as the participants will not be subject to
Federal income tax in the year of the contributions.
Participant Accounts
Company and Voluntary Participant Contributions are
accounted for in Individual Accounts established for each
participant. Each Individual Account consists of the Basic
Company Contribution Account, the Supplemental Company
Contribution Account, the Voluntary Participant Contribution
Account, if applicable, and an allocation of Plan earnings.
Allocations are based upon the participant's proportionate share
of assets in the Plan. Any interest or income earned will
accumulate tax-free within the respective account until
distribution.
Participant Loans
Part of the transfer of the Uniroyal Chemical Company, Inc.
Retirement Reserve Plan transfer to the Plan included participant
loan balances which were allowed under the Uniroyal Plan. These
loans bear interest at a rate equal to 1.0% above the prime rate.
Loans are payable within five years except for those used to
acquire a principal residence which are payable within fifteen
years.
Investments
The Plan provides for investment of contributions in ten
funds under a program administered by Fleet Investment
Management:
Fleet Stable Asset Fund This fund invests primarily in
guaranteed investment contracts issued by highly rated life
insurance companies and also includes the Pyramid GIC Fund
maintained by Bankers Trust Company which was part of another
investment program that was terminated as of September 15, 1997.
The funds will be paid out to the Fleet Stable Asset Fund in
installments on April 1, 1999, 2000 and 2001 and will continue to
earn interest at the normal blended rate as experienced by the
assets invested in the fund.
Fidelity Advisor Government Fund This fund invests primarily
in obligations issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities.
George Putnam Fund of Boston (Class A shares) This fund's
primary objective is to provide a diversified portfolio of stocks
and bonds that will provide both capital growth and income.
Putnam Voyager Fund (Class A shares) This fund's objective
is to provide capital appreciation by investing in stocks of
companies with above average growth potential.
Putnam International Growth Fund (Class A shares) This
fund's objective is to invest in equity securities of companies
located outside the United States.
Invesco Industrial Income Fund This fund's objective is to
provide income with secondary consideration to capital
appreciation by investing in stocks, bonds and mortgages.
Galaxy Growth and Income Fund This fund's objective is to
provide high total returns through long-term capital appreciation
and income by investing primarily in common stock.
Galaxy Asset Allocation Fund This fund's objective is to
provide a high total return with a combination of income and long
term growth in assets held by investing in equity securities,
fixed income securities and cash equivalents.
Galaxy Large Company Index Fund This fund's objective is to
provide investment results that mirror investment results of U.S.
common stocks with large stock market capitalizations as
represented by the Standard & Poor's 500 Index.
Galaxy Small Cap Value Fund This fund's objective is to
provide long-term capital appreciation by investing in companies
that have market capitalization of up to $1 billion.
Assets in any of the funds may be invested in short term
government or other securities pending permanent investment.
Earnings on each fund will be reinvested in that fund. Both the
Company and participant contributions are invested at the
discretion of the participant into any fund the Plan provides.
Fund transfers can be made on a daily basis in a minimum of
1% increments.
Benefits
Upon a participant's normal retirement date, the entire
Individual Account (Basic Company Account, Supplemental Company
Account and Voluntary Participant Account) is payable to the
participant.
If a participant dies while employed with the Company, the
participant's beneficiary will receive his entire Individual
Account.
If employment is terminated for a reason other than
retirement, disability or death, participants will receive their
entire Basic Company Account and Voluntary Participant Account.
In addition, the participants may be entitled to a portion of
their Supplemental Company Account, as determined by the vesting
criteria. Any forfeited amounts resulting from non-vesting will
be allocated to all remaining participants.
(3) Federal Tax Status
The Internal Revenue Service has determined and has informed the
Company by a letter dated November 16, 1994 that the Plan and
related trust are designed in accordance with applicable sections
of the Internal Revenue Code (the "IRC"). The Plan has been
amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
(4) Investments
Mutual Funds
The mutual funds sponsored by registered investment
companies are recorded at market valuations which are based on
published market prices. Purchases and sales are recorded on a trade date
basis. Interest income is accrued when earned. Dividend income is recorded
on the ex-dividend date.
Crompton Corporation Stock Fund
The Crompton Corporation stock fund is valued at its year-
end closing price.
Stable Asset Fund
The Stable Asset Funds are valued at cost plus accrued
interest. The carrying amount approximates fair value because of
the short maturity of those instruments. Interest rates for such
investments at the end of 1999 and 1998 was 6.08% and 6.81%,
respectively.
Guaranteed Insurance Contracts
The guaranteed investment contracts with various insurance
companies are valued at contract value which approximates fair
value. Such investments earned interest at rates ranging from
5.32% to 8.0% during 1999.
Investments Exceeding 5% of Net Assets
The Plan's investments which exceeded 5% of net assets
available for plan benefits as of December 31, 1999 and 1998 are
as follows:
1999 1998
Bankers Trust Co. BT Pyramid
GIC Fund 22,415,347 8,332,530
Fleet Stable Asset Fund 49,372,119 10,906,952
Putnam International Fund 12,487,042 1,632,226
George Putnam Fund of Boston 18,120,208 19,025,781
Putnam Voyager Fund 51,375,561 29,904,024
Galaxy Growth and Income Fund 31,197,704 1,488,309
Galaxy Large Co. Index Fund 19,323,717 3,889,377
(5) Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event the Plan terminates,
participants will become 100% vested in their accounts.
(6) Administrative Expenses
Significant costs of plan administration (record keeping
fees) are paid by the Company, and Trustee fees are paid by the
Plan.
(7) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported changes in net assets available for
plan benefits during the reporting period. Actual results could
differ from those estimates.
(8) Party-in-Interest Transactions
The Fleet Bank and Bankers Trust, are parties-in-interest
as defined in Section 3 (14) of the Employee Retirement Income
Security Act of 1974. During the years 1999 and 1998 there were
no prohibited party-in-interest transactions.
(9) Plan to Plan Transfers
Effective January 1, 1999 the Retirement Reserve Fund Plan
of Uniroyal Chemical Company, Inc. was terminated and merged into
the Plan. The amounts comprising the entire accounts of the
participants in the Uniroyal Plan were transferred by the Trustee
to the Plan on January 1, 1999 in a plan to plan transfer.
Ingredient Technology Corporation, a wholly owned affiliate of
the Company, was sold to Chr. Hansen Holding S.A. in January
1999. Account balances of those employees of Ingredient
Technology Corporation were transferred to a successor plan
maintained by Chr. Hansen in a plan to plan transfer.
SCHEDULE I
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END-OF-YEAR
DECEMBER 31, 1999
IDENTITY OF ISSUE, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE VALUE
STATE STREET BANK GUARANTEED INVESTMENT CONTRACTS $ 22,415,347
CROMPTON CORPORATION COMMON STOCKS 1,249,412
FLEET INVESTMENT
ADVISORS STABLE ASSET FUND 49,372,119
FIDELITY ADVISOR FUNDS ADVISORS GOVERNMENT INVESTMENT FUND CLASS T 6,860,405
PUTNAM MUTUAL FUNDS GEORGE PUTNAM FUND OF BOSTON CLASS M SHARES 18,120,208
PUTNAM MUTUAL FUNDS PUTNAM INTERNATIONAL FUND 12,487,042
PUTNAM MUTUAL FUNDS PUTNAM VOYAGER FUND CLASS M SHARES 51,375,561
INVESCO INDUSTRIAL INCOME FUND 2,707,537
GALAXY MONEY MARKET TRUST 96,996
GALAXY ASSET ALLOCATION FUND 1,631,750
GALAXY LARGE COMPANY INDEX FUND 19,323,717
GALAXY GROWTH & INCOME FUND 31,197,704
GALAXY SMALL CAP VALUE FUND 8,310,366
LOANS RECEIVABLE FROM
PLAN PARTICIPANTS LOANS EARN INTEREST AT THE PRIME
RATE PLUS 1% 732,485
TOTAL INVESTMENTS $ 225,880,649
Party-in-interest - All parties listed above
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CROMPTON CORPORATION
INDIVIDUAL ACCOUNT RETIREMENT PLAN
Date: June 28, 2000 By:/s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial Officer
