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, 2000
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:
WITCO CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN
ONE AMERICAN LANE
GREENWICH, CT 06831
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, Connecticut 06831
WITCO CORPORATION EMPLOYEE
RETIREMENT SAVINGS PLAN
Financial Statements
and Supplemental Schedule
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
WITCO CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for
Benefits (Modified Cash Basis) as of
December 31, 2000 and 1999
Statements of Changes in Net Assets Available
for Benefits (Modified Cash Basis) for the Years
Ended December 31, 2000 and 1999
Notes to Financial Statements (Modified Cash Basis)
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes
at End of Year (Modified Cash Basis)
Other schedules are omitted because of the absence of
conditions under which they are required.
Signature
Exhibit 23 - Consent of KPMG LLP, Independent Auditors
Independent Auditors' Report
Management and Employees of Crompton Corporation:
We have audited the accompanying statements of net assets available
for benefits (modified cash basis) of the Witco Corporation
Employee Retirement Savings Plan (the "Plan") as of December 31,
2000 and 1999, and the related statements of changes in net assets
available for benefits (modified cash basis) 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 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.
As described in Note 1, these financial statements and supplemental
schedule were prepared on a modified cash basis of accounting,
which is a comprehensive basis of accounting other than accounting
principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits (modified cash basis) of the Plan as of December 31, 2000
and 1999, and the changes in net assets available for benefits
(modified cash basis) for the years then ended, on the basis of
accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedule of assets held for investment purposes at end
of year (modified cash basis) as of December 31, 2000 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. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule
(modified cash basis) has been subjected to the auditing procedures
applied in the audit 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 15, 2001
WITCO CORPORATION EMPLOYEE
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 2000 and 1999
Assets 2000 1999
Investments, at fair value:
Crompton Corporation Common Stock Fund $ 7,888,427 10,652,845
Mutual Funds 149,175,382 170,211,618
Participant Loans 2,107,560 2,343,588
Net assets available for benefits $159,171,369 183,208,051
See accompanying notes to financial statements.
WITCO CORPORATION EMPLOYEE
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Year ended December 31, 2000 and 1999
2000 1999
Additions to net assets attributed to:
Investment income:
Net appreciation/(depreciation)
in fair value of investments $ (17,744,427) 17,480,735
Interest and dividends 11,371,978 13,398,827
( 6,372,449) 30,879,562
Contributions:
Participants 7,596,057 9,287,431
Employer 2,130,537 2,680,416
9,726,594 11,967,847
Loan repayments 88,676 80,618
Total additions 3,442,821 42,928,027
Deductions from net assets attributed to:
Withdrawals (27,428,786) (35,533,218)
Administrative expenses (50,717) (67,860)
Total deductions (27,479,503) (35,601,078)
Net increase/(decrease) (24,036,682) 7,326,949
Net assets available for benefits at
beginning of year 183,208,051 175,881,102
Net assets available for benefits at
end of year $ 159,171,369 183,208,051
See accompanying notes to financial statements.
WITCO CORPORATION EMPLOYEE
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
(1) Description of the Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
The plan administrator is the Crompton Corporation Employee
Benefit Committee. Fidelity Investments is the trustee and
recordkeeper of the Plan.
General
The Witco Corporation Employee Retirement Savings Plan (the
"Plan") is a defined contribution plan established for the
purpose of encouraging and assisting eligible employees of the
former Witco Corporation and subsidiary companies ("Witco" or
the "Company") in following a systematic savings program.
Eligible participants are those employees who entered the Plan
prior to June 1, 2000. No salaried employees are eligible to
enter the Plan after May 31, 2000, however, they are eligible
to participate in the Crompton Corporation's Individual Account
Retirement Plan ("Crompton Plan"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions
The Company's matching contribution is 50% of the basic
employee contributions up to 6% of their base salary, except
for certain collective bargaining employees whose participation
is based upon the terms of their respective collective
bargaining agreements. In addition, employees may elect to make
supplementary after-tax and pre-tax contributions of 1% to 9%
of their base salary, except for certain collective bargaining
employees who are limited based upon the terms of their
respective collective bargaining agreements.
The Plan permits pre-tax and after-tax contributions by
participants. Certain collective bargaining employees are
excluded from making after-tax contributions. Participants may
direct the pre-tax contributions and after-tax contributions,
including Company matching contributions, to be invested in one
or more of ten funds.
Investment Options
The ten funds include a Crompton Corporation Common Stock Fund,
and various diversified bond and equity funds as described
below.
Crompton Corporation Common Stock Fund - invests primarily
in Crompton Corporation company stock, and a portion in
money market instruments for liquidity.
Managed Income Portfolio II - is a stable value fund. It
seeks to provide a competitive level of income over time
while preserving the value of investments by purchasing
investment contracts issued by major insurance companies and
banks and short-term instruments.
Fidelity Magellan Fund - is a growth fund. It seeks long-
term capital appreciation by investing in the stocks of
well-known and lesser known foreign and domestic companies.
Fidelity Asset Manager Fund - is an asset allocation fund.
It seeks high total return with reduced risk over the long-
term by allocating its assets among domestic and foreign
stocks, bonds and short-term and money market instruments.
Fidelity International Growth and Income Fund - seeks
capital growth and current income, by investing principally
in foreign equity securities.
Fidelity Equity Income Fund - is a growth and income fund.
It seeks reasonable income by investing in income-producing
equity securities. The Fund tries to achieve a yield that
exceeds the composite yield on securities composing the S&P
500.
Fidelity Asset Manager: Growth Fund - is an asset allocation
fund. It seeks to maximize total return over the long-term
by allocating its assets among and across domestic and
foreign stocks, bonds and short-term and money market
instruments.
Fidelity Growth Company Fund - is a growth fund. It seeks
long-term capital appreciation by investing primarily in
common stocks and securities convertible into common stocks.
Fidelity Asset Manager: Income Fund - is an asset allocation
fund. It seeks a high level of current income by allocating
its assets among domestic and foreign stocks, bonds and
short-term and money market instruments.
Fidelity Institutional Short-Intermediate Government Fund -
is an income fund. It seeks a high level of current income
consistent with preservation of principal by investing
exclusively in U.S. government securities.
Participant Accounts and Vesting
Participants are immediately vested in contributions made by
them and become fully vested in the contributions made by the
Company after they have completed three consecutive years of
participation in the Plan or five years of service to the
Company. All former Sherex participants are immediately vested
in contributions made by the Company. Participants who have
been terminated for reasons beyond their own control become
fully vested in the Company's contributions upon their
termination. Non-vested contributions by the Company which have
been forfeited by participants are applied to reduce future
contributions by the Company. Amounts forfeited were $94,079
and $92,971 in 2000 and 1999, respectively. Terminated
participants whose account balance is in excess of $5,000 may
elect to defer receipt of such amounts until the required
distribution date.
Employees participating in the Plan will not be subject to
federal income tax on amounts contributed to the Plan by the
Company and earnings allocated to their accounts until such
time that their participating interest in the Plan is
distributed to them. The Plan provides that participants may
elect to have their pre-tax contributions, subject to certain
limitations, excluded from taxable income pursuant to Section
401(k) of the Internal Revenue Code.
Withdrawals
At age 59 1/2 and thereafter, an active employee can withdraw
funds from the balance of his account at any time. Before age
59 1/2, employees are permitted to make hardship withdrawals if
certain criteria are met. Only one hardship withdrawal a year
is permitted.
Participant Loans
Employees may borrow a minimum of $1,000 up to the maximum of
$50,000 or 50% of their vested account balance. Loan
transactions are treated as a transfer between the investment
funds and the loan fund. There are two types of loans available
which consist of a general loan and a loan to buy a principal
residence. Only one loan of each type may be requested each
year, and no more than one loan of each type may be outstanding
at any time. The loans are secured by the balance in the
participant's account and bear interest at a rate of 1% above
prime. Loan repayments are made automatically through payroll
deductions, not to exceed five years, except for a loan for the
purpose of purchasing a primary residence which may not exceed
15 years.
Expenses
Expenses incurred are paid by the Plan, except to the extent
that the Company shall otherwise provide for such payment. The
Company provides certain administrative and accounting services
for the Plan at no charge.
Plan Termination
The Company, by action of its Board of Directors, may suspend
the operation of the Plan for any year by omitting all or part
of the employer contributions. While the Company has not
expressed any intent to discontinue, terminate or curtail the
Plan, the Company may terminate or amend the Plan for any
reason, at any time, provided that no such termination or
amendment shall permit any of the funds established pursuant to
this Plan to be used for any purpose other than the exclusive
benefit of the participating employees. Upon termination of the
Plan, the rights of members to the benefits accrued under the
Plan to the date of termination shall be nonforfeitable.
(2) Significant Accounting Policies
Accounting Basis
The accompanying financial statements have been prepared on a
modified basis of cash receipts and disbursements;
consequently, contributions, interest income and the related
assets are recognized when received rather than when earned,
and expenses are recognized when paid rather than when the
obligation is incurred. Accordingly, the accompanying financial
statements are presented on a comprehensive basis of accounting
other than generally accepted accounting principles.
Investment Valuation
Investments are stated at fair value. Fair value is determined
by quoted market prices, if an active market exists, or
redemption values, which approximate market value. Participant
loans are stated at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amounts
of net assets available for benefits at the date of the
financial statements and the reported changes in net assets
available for benefits during the reporting period. Actual
results could differ from those estimates.
(3) Income Tax Status
The Company has received a determination letter from the
Internal Revenue Service dated December 14, 1995, stating that
the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"), and therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its
qualification. The Plan has been amended since receiving the
determination letter. However, the Employee Benefits Committee
of the Company believes the Plan is being operated in
compliance with the applicable requirements of the Code and,
therefore believes that the Plan is qualified and the related
trust is tax-exempt.
(4) Investments
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
December 31
2000 1999
Crompton Corporation Common Stock Fund $ 7,888,427 $ 10,652,845
Managed Income Portfolio II 36,061,254 43,026,643
Fidelity Magellan Fund 38,212,541 46,251,874
Fidelity Asset Manager Fund 12,650,655 14,392,731
Fidelity Equity Income Fund 13,575,359 16,236,749
Fidelity Growth Company Fund 30,342,721 28,624,425
During 2000 and 1999, the Plan's investments (including gains
and losses on investments bought and sold, as well as held
during the year) appreciated/(depreciated) in value as follows:
December 31
2000 1999
Crompton Corporation Common Stock Fund $ (1,181,176) $ 148,992
Mutual funds (16,563,251) 17,331,743
$(17,744,427) $17,480,735
(5) Party-In-Interest Transactions
Fidelity Investments, Inc., the Company, and participants
receiving plan loans are parties-in-interest as defined in
Section 3(14) of ERISA. During the years 2000 and 1999, there
were no prohibited party-in-interest transactions.
(6) Other Disclosures
On September 1, 1999, Witco and Crompton & Knowles Corporation
("C&K") announced their agreement to merge. Under the
agreement, each share of C&K common stock was converted into
one share of CK Witco Corporation common stock and each share
of Witco common stock was exchanged for 0.9242 shares of common
stock of CK Witco Corporation. The impact of the merger on the
Plan has had no material effect. On April 25, 2000, CK Witco
Corporation changed its name to Crompton Corporation.
(7) Subsequent Event - Plan Merger
Effective January 1, 2001, the Plan has merged with the
Crompton Plan and the OSi Specialties, Inc. 401(k) Savings and
Investment Plan to form the Crompton Corporation Employee
Savings Plan. The provisions and investment options of the
Plan as a result of this merger have remained unchanged.
WITCO CORPORATION EMPLOYEE
RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000
Identity of Issue, Description of Investment
Borrower, Lessor Including Maturity Date,
or Similar Party Rate of Interest, Collateral,
Par or Maturity Value Current Value
Crompton Corporation Common Stock Fund $ 7,888,427
Fidelity Investments Managed Income Portfolio II 36,061,254
Fidelity Investments Magellan Fund 38,212,541
Fidelity Investments Asset Manager Fund 12,650,655
Fidelity Investments International Growth and Income Fund 6,728,237
Fidelity Investments Equity Income Fund 13,575,359
Fidelity Investments Asset Manager: Growth Fund 5,744,122
Fidelity Investments Growth Company Fund 30,342,721
Fidelity Investments Asset Manager: Income Fund 1,448,771
Fidelity Investments Institutional Short - Intermediate
Government Fund 4,411,722
Participant Loans Loans made to Plan participants with
maturity dates ranging from January,
2001 to October, 2014 and interest
rates ranging from 7% to 10% 2,107,560
$159,171,369
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.
WITCO CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN
Date: June 26, 2001 By:/s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial Officer