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, 2001
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:
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
BENSON ROAD
MIDDLEBURY, CT 06749
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
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Index to Financial Statements
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 2001 and 2000
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2001 and 2000
Notes to Financial Statements
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Schedule H, Line 4j - Schedule of Reportable Transactions
Signature
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
INDEX
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 2001 and 2000
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2001 and 2000
Notes to Financial Statements
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Schedule H, Line 4j - Schedule of Reportable Transactions
Independent Auditors' Report
The Board of Directors
Crompton Corporation:
We have audited the accompanying statements of net
assets available for plan benefits of Uniroyal Chemical
Company, Inc. Savings Plan A (the "Plan") as of
December 31, 2001 and 2000, 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
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 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, 2001 and 2000, and the changes in net
assets available for plan benefits for the years then
ended in conformity with accounting principles generally
accepted in the United States of America.
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 at
end of year) and schedule of reportable transactions are
presented for the purpose of additional analysis and are
not a required part of the basic financial statements
but are 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. These supplemental
schedules are the responsibility of the Plan's
management. The supplemental schedules have been
subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a
whole.
/s/KPMG LLP
Stamford, Connecticut
June 14, 2002
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2001 and 2000
2001 2000
ASSETS:
Investments:
Guaranteed investment contracts $ 0 $ 698,072
Short-term investment fund 0 1,519,603
Investments in registered investment 3,547,607 3,687,621
companies
Investments in common/collective trusts 3,618,930 2,419,468
Common stock of Crompton Corporation 225,637 233,085
Loans receivable from participants 136,475 280,417
7,528,649 8,838,266
Contributions receivable from participants 20,871 37,897
Contribution receivable from Uniroyal 1,928 2,442
Chemical Company, Inc.
Total assets 7,551,448 8,878,605
LIABILITIES:
Administrative expenses payable 20,354 21,088
Net assets available for plan
benefits $7,531,094 $8,857,517
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
2001 2000
Additions
Additions to net assets attributed to:
Interest and dividend income $ 331,671 $ 643,316
Contributions:
Employer 29,246 33,410
Participants 578,572 653,130
Total additions 939,489 1,329,856
Deductions
Deductions from net assets attributed to:
Net (depreciation) in fair value of (360,070) (398,631)
investments
Benefits paid to participants (1,861,148) (2,410,743)
Administrative expenses (44,694) (45,937)
Total deductions (2,265,912) (2,855,311)
Net decrease (1,326,423) (1,525,455)
Net assets available for plan benefits
at beginning of year 8,857,517 10,382,972
Net assets available for plan benefits
at end of year $7,531,094 $8,857,517
See accompanying notes to financial statements
UNIROYAL CHEMICAL COMPANY, INC
SAVINGS PLAN A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 and 2000
1. Plan Description
The Uniroyal Chemical Company, Inc. Savings Plan A (the
"Plan") is a defined contribution plan established on October
15, 1986 and amended and restated effective September 1, 1997
to provide a means for eligible employees to supplement their
retirement income. Participants receive retirement payments
as of their retirement date by electing one of several
payment options as specified in the Plan. The following
description of the Plan provides only general information.
For complete information, see the Plan document. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
The Plan is administered by the Employee Benefits Committee
consisting of persons appointed by the Board of Directors of
Crompton Corporation (the "Company").
The Plan covers all hourly-rate and salaried employees
represented by a collective bargaining agent at the Company's
plants or other locations or hourly-rate employees not
represented by a collective bargaining agent at a Company
plant or location to which the Company's Plan has been
extended.
Company Contributions
Contributions by the Company are made monthly for each hour
for which the participant receives pay from the Company,
including 40 hours for each week of vacation eligibility. In
addition, the Company will contribute, based upon 40 hours,
for any period of absence during which the participant
accrues credited service. The rate of contribution per hour
is in accordance with the following schedule:
Years of Rate Per
Service Hour
0-14 $.05
15-24 .12
25+ .18
The Plan provides that, except in certain specified events,
Company contributions credited to a participant account are
not vested until the completion of three years of service.
Thereafter, all Company contributions are immediately vested.
Participant Contributions
Each participant may contribute an amount not to exceed 15%
of eligible compensation for each Plan year. Participant
contributions are treated as pre-tax contributions and are
made by payroll deductions. Participant contributions are
subject to Internal Revenue Service limitations, which were
$10,500 in 2001 and 2000.
Employee Accounts
The Vanguard Funds are maintained by the Vanguard Investment
Group and as the record keeper for participant contributions,
also maintains, for each participant who elects to make
voluntary contributions, a "Voluntary Deferred Contributions
Account" showing the amount of participant contributions in
various Vanguard Funds.
Expenses
Expenses incurred are paid by the Plan, except to the extent
that the Company shall provide for such payment. The Company
provides administrative and accounting services for the Plan
at no charge.
Loans
The Plan permits participants to borrow funds from their
Voluntary Deferred Contributions Account, subject to certain
restrictions. The minimum amount that may be borrowed is
$1,000. The maximum amount that may be borrowed is the lesser
of $50,000 reduced by the greater of (a) the outstanding
balance of loans from the Plan to the participant on the date
the loan is made, or (b) the highest outstanding balance of
loans from the Plan to the participant during the one-year
period ending on the day before the date the loan is made
(excluding any payments made) or 50% of the value of the
participant's vested interest under the Plan on the date the
loan is made or the amount of the participant's voluntary
deferred account not invested in the Crompton Corporation
Common Stock Fund. 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 15 years.
Investments
Employer contributions are invested in the Retirement Savings
Trust Fund ("Trust Fund") maintained by the Vanguard
Investment Group. Participant contributions are invested in
mutual funds maintained by the Vanguard Investment Group.
The guaranteed investment contracts held by State Street at
August 31, 1997 were held to maturity and invested in short
term investment funds. These funds were transferred to and
invested in the Vanguard mutual funds in five annual
installments with the initial payment made on December 31,
1997 and the last payment made on August 31, 2001. The
Company contribution portion of each installment payment was
invested in the Retirement Savings Trust Fund. The balance
of each participant's transfer was invested in the same ratio
as the participant's then current voluntary contribution
allocation. Voluntary deferred contributions currently not
being made by the participant was invested in the Retirement
Savings Trust Fund.
Withdrawals and Forfeitures
A participant may withdraw in whole or in part, subject to a
90% maximum on partial withdrawals, his or her voluntary
contributions account at any time, provided that each
withdrawal is separated by a period of six months.
In the event a participant's employment with the Company is
terminated because of retirement or death, the participant or
a designated beneficiary shall receive payment of his or her
benefit account balance. At December 31, 2001 and 2000,
benefit payments due participants who terminated employment
with the Company prior to year-end and requested
distributions of their accounts totaled $180,767 and
$315,411, respectively. These amounts have not been recorded
in the financial statements but are included as benefit
payments and liabilities in the Form 5500 of the Plan.
Forfeitures, consisting of Company contributions credited to
the Company Basic Contribution Account applicable to
participants who terminate from the Plan while not vested,
are valued at the employee's share of the cost of the Plan's
investment plus accrued interest thereon. These amounts are
applied to reduce the Company's current obligation to
contribute to the Plan. There were no forfeitures in 2001
and 2000.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on
the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America, requires the Plan to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure 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.
Payment of Benefits
Benefits are recorded when paid.
3. Investments
Short Term Investment Fund
The Short-term Investment Fund is valued at cost plus accrued
interest. The carrying amount approximates fair value because
of the short maturity of those instruments. The aggregate
yield for these investments at the end of 2000 was 6.4%.
Guaranteed Investment Contracts
The guaranteed investment contracts with various insurance
companies are valued at contract value that approximates fair
value. Such investments earned interest at rates ranging from
6.32% to 7.07% during 2000.
Mutual Funds
The mutual funds sponsored by registered investment companies
are recorded at market value based on published market
prices.
Crompton Corporation Stock Fund
The Crompton Corporation Stock Fund is valued at its year-end
closing price (comprised of year-end market price plus
uninvested cash position).
Loans Receivable
The loan receivables from participants are valued at cost
plus accrued interest, which approximates fair value.
Income Recognition
Net appreciation (depreciation) in fair value of investments
includes investments bought, sold and held during the year.
Purchases and sales of securities are recorded on a trade-
date basis. Interest income is accrued when earned. Dividend
income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income.
4. Investments Exceeding 5% of Net Assets
The Plan's investments exceeding 5% of net assets available
for plan benefits as of December 31, 2001 and 2000 are as
follows:
Description of Investment 2001 2000
Short-term Investment Fund $ 0 $1,519,603
Guaranteed Investment
Contracts 0 698,072
Vanguard Retirement Savings
Trust 3,618,930 2,419,468
Vanguard 500 Index Fund 1,129,207 1,235,016
Vanguard Windsor Fund 993,453 981,643
Vanguard Morgan Growth Fund 585,404 635,189
Appreciation/(Depreciation) in Investments
During 2001 and 2000, 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:
2001 2000
Investments in Registered
Investment Companies ($320,260) ($358,874)
Common Stock of Crompton
Corporation ( 39,810) ( 39,757)
($360,070) ($398,631)
5. Tax Status
The Internal Revenue Service ("IRS") has determined and has
informed the Company by a letter dated June 12, 1995 that the
Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code ("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. The Company applied for a new tax determination
letter in December, 2001 and is awaiting response from the
IRS.
6. Parties-in-Interest
The Chase Bank, AON Consulting, State Street Bank and Trust
Company, The Vanguard Investment Group, and the Company are
parties-in-interest as defined in Section 3(14) of ERISA.
During the years 2001 and 2000, there were no prohibited
party-in-interest transactions.
7. Priorities Upon Termination of the Plan
The Board of Directors of the Company shall have the right
from time to time to add to, modify or amend the Plan, and
the Board of Directors shall have the right to terminate the
Plan. The Board of Directors may also authorize the
inclusion in any contract entered into by the Company with
the union or unions representing employees, or with any group
or groups of employees, of a provision or provisions having
the effect of limiting or foregoing any such rights.
Further, no addition to, modification, amendment or
termination of the Plan shall have the effect of reducing the
entitlement of any participant's benefit accrued under the
Plan or of diverting any part of the assets of the Trust Fund
for purposes other than provided in the Plan.
Upon any termination of the Plan or complete and permanent
discontinuance of contributions of all participants, the
entitlement of each participant's Company Basic Contributions
Account, if not already vested, shall vest fully and all
amounts in all accounts of each participant shall be
delivered and paid as soon as practicable.
8. Subsequent Event - Plan Merger
Effective April 1, 2002, the Uniroyal Chemical Company, Inc.
Savings Plan A, was merged into the Crompton Employee Savings
Plan. Fidelity Investments is the trustee and record keeper
of the Crompton Employee Savings Plan. The provisions of the
Plan as a result of this merger have remained unchanged. All
assets have been transferred to similar funds as of the date
of transfer.
Schedule H, Line 4i
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
Description of Investment
Identity of Issue, Including Maturity Date, Rate Current
Borrower, Lessor or of Interest, Collateral, Par Value
Similar Party or Maturity Value
Vanguard Trust Company Explorer Fund $ 181,676
Vanguard Trust Company Long Term Corporate Fund 129,736
Vanguard Trust Company 500 Index Fund 1,129,207
Vanguard Trust Company International Growth Fund 158,343
Vanguard Trust Company Prime Money Market Fund 130,919
Vanguard Trust Company Star Fund 238,869
Vanguard Trust Company Morgan Growth Fund 585,404
Vanguard Trust Company Windsor Fund 993,453
Vanguard Trust Company Retirement Savings Trust 3,618,930
Crompton Corporation Common Stock 225,637
7,392,174
Loans receivable from Loans earn interest at 136,475
participants the prime rate plus 1%
TOTAL INVESTMENTS $7,528,649
Party in-Interest - All parties listed above
See accompanying independent auditors' report.
Schedule H, Line 4j
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
Identity of Description Purchase Selling Cost of Net Gain
Party Involved of Asset Price Price Asset (Loss)
Series of
Transactions:
Vanguard Trust Vanguard $1,964,250 $ - $1,964,250 $ -
Company Retirement
Savings
Trust
Vanguard Trust Vanguard $ - $764,788 $ 764,788 $ -
Company Retirement
Savings
Trust
See accompanying independent auditors' report.
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.
UNIROYAL CHEMICAL COMPANY, INC.
SAVINGS PLAN A
Date: June 27, 2002 By:/s/Peter Barna
Peter Barna
Senior Vice President &
Chief Financial Officer