Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 11-K
(Mark
One)
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x
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Annual
Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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For
the calendar year ended December 31, 2009
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OR
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¨
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Transition
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
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For
the transition period from
to
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Commission
file number 1-15339
A.
Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
CHEMTURA
CORPORATION
EMPLOYEE
SAVINGS PLAN
B.
Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive offices:
Chemtura
Corporation
1818
Market Street
Philadelphia,
Pennsylvania 19103
199 Benson
Road
Middlebury,
Connecticut 06749
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.
CHEMTURA
CORPORATION
EMPLOYEE
SAVINGS PLAN
Date:
June 24, 2010
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By:
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/s/ Kevin V. Mahoney
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Kevin
V. Mahoney
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Senior
Vice President and
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Corporate
Controller
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CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
FINANCIAL
STATEMENTS
December
31, 2009 and 2008 and
For the
Year Ended December 31, 2009
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
INDEX OF
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December
31, 2009 and 2008
Description
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Page(s)
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Report
of Independent Registered Public Accounting Firm as of December 31, 2009
and 2008, and for the year ended December 31, 2009
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1
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Financial
Statements:
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Statements
of Net Assets Available for Plan Benefits (Modified Cash Basis) December
31, 2009 and 2008
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2
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Statement
of Changes in Net Assets Available for Plan Benefits (Modified Cash Basis)
for the year ended December 31, 2009
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3
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Notes
to Financial Statements
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4-15
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Supplemental
Schedule:
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Schedule
H, Line 4(i) - Schedule of Assets (Held at End of Year) December 31,
2009
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16
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Consent
of Caron & Bletzer, PLLC – Exhibit 23.1
Certain
supplemental schedules have been omitted because they are either not required or
not applicable.
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The
Board of Directors of
Chemtura
Corporation:
We have audited the accompanying
statements of net assets available for plan benefits (modified cash basis) of
the Chemtura Corporation Employee Savings Plan (the "Plan") as of December 31,
2009 and 2008 and the related statement of changes in net assets available for
plan benefits (modified cash basis) for the year ended December 31, 2009. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to
perform an audit of the Plan's internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Plan's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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 B, 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 plan benefits of the Chemtura
Corporation Employee Savings Plan as of December 31, 2009 and 2008 and the
changes in net assets available for plan benefits for the year ended December
31, 2009, on the basis of accounting described in Note B.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule 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 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/ Caron & Bletzer,
PLLC
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Kingston,
NH
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June
24, 2010
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CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(Modified
Cash Basis)
December
31, 2009 and 2008
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2009
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2008
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Cash
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$ |
2,228,997 |
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$ |
112,760 |
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Investments,
at fair value:
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Common
collective trusts
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62,278,045 |
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91,193,720 |
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Mutual
funds
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228,030,909 |
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177,053,950 |
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Chemtura
Corporation common stock
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8,677,339 |
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5,509,489 |
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Participant
loans
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5,927,360 |
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6,550,120 |
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Total
investments
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304,913,653 |
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280,307,279 |
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Net
assets available for plan benefits at fair value
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307,142,650 |
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280,420,039 |
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Adjustment
from fair value to contract value for interest in common collective
trusts relating to fully benefit responsive investment
contracts
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782,467 |
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2,994,421 |
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Net
assets available for plan benefits
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$ |
307,925,117 |
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$ |
283,414,460 |
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The
accompanying notes are an integral
part of
the financial statements.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(Modified
Cash Basis)
For the
year ended December 31, 2009
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2009
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Additions:
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Participant
contributions
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$ |
10,761,736 |
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Rollover
contributions
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439,457 |
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Employer
contributions
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7,080,287 |
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Net
appreciation in fair value of investments
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57,302,463 |
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Dividend
and interest income
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6,080,793 |
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Total
additions
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81,664,736 |
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Deductions:
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Distributions
to participants
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56,768,640 |
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Administrative
fees
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385,439 |
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Total
deductions
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57,154,079 |
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Net
increase
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24,510,657 |
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Net
assets available for plan benefits, beginning of year
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283,414,460 |
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Net
assets available for plan benefits, end of year
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$ |
307,925,117 |
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The
accompanying notes are an integral
part of
the financial statements.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
The
following description of the Chemtura Corporation Employee Savings Plan (the
“Plan”) provides only general information. Participants should refer to the plan
document for more detailed information.
General
The Plan
is a defined contribution plan sponsored by Chemtura Corporation (the “Company”)
covering eligible employees of the Company and its participating
subsidiaries. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (“ERISA”).
The plan
administrator is the Chemtura Corporation Employee Benefits
Committee. Fidelity Investments is the trustee and record keeper of
the Plan. The investments of the Plan are held in a trust
arrangement.
Eligibility
The Plan
allows substantially all Company employees to participate in the Plan. Employees
become eligible to participate in the Plan beginning on the first day of the
first calendar month following their date of hire.
Participant
Contributions
Participants
may contribute up to 50% of their pre-tax annual compensation (as defined by the
Plan), subject to Internal Revenue Code (“IRC”) limitations, for non-highly
compensated employees, or 20% for highly compensated employees. Certain
bargaining employees may also elect to make post-tax
contributions. Each newly hired employee is automatically enrolled in
the plan. Pre-tax contributions of 3% of compensation begin with the
first pay period occurring 60 days after the participant's participation
date. The participant may elect to cease or change the amount of
these contributions at any time. Participant contributions are
subject to an Internal Revenue Service deferral limitation, which was $16,500 in
2009.
Participants
who are at least age 50 may make an additional pretax "catch-up" contribution
subject to IRC limitations. Participants may also contribute funds
from another qualified retirement plan (“rollover contributions”), subject to
certain requirements.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
Employer
Contributions
Non-bargaining
employees will receive employer matching contributions of 100% up to a maximum
of 6% of a participant’s earnings. Notwithstanding the foregoing, in the case of
a participant who cannot make continuous pretax contributions because the
participant reaches the $16,500 limit, the pretax contribution shall be treated
has having made throughout the plan year for the purposes of determining the
employee matching contributions. Prior to January 1, 2009 employees
other than bargaining employees, also received an additional fixed employer
contribution each pay period equal to 3% of earnings. Effective
January 1, 2009, non-bargaining employees no longer receive such a
contribution.
Bargaining
employees shall receive employer fixed and matching contributions in accordance
with the following terms prescribed in the Plan document for their respective
location:
Bargaining
employees of the Company's Westlake, Louisiana, Adrian, Michigan and Mapleton,
Illinois facilities receive matching contributions of 50% of up to 6% of
eligible earnings for a maximum match of 3% of
compensation. Effective December 31, 2008 certain bargaining
employees who meet certain requirements agreed upon by the Company and the Lake
Charles Metal Trades Council are eligible for matching contributions of 100% of
up to 6% of participant deferrals, as well as an employer fixed contribution of
3% of compensation.
Bargaining
employees of the Company's Perth Amboy, New Jersey facility receive matching
contributions of 50% of up to 6% of eligible earnings for maximum match of 3% of
compensation. Effective November 1, 2006 certain bargaining employees who meet
requirements agreed upon by the Company and the United Steel Workers Union are
eligible for matching contributions of 100% of up to 6% of eligible earnings.
These employees are also eligible to receive employer fixed contributions of 3%
of compensation for 2008 and 2009.
Each
participant’s account is credited with the participant’s contributions, the
participant’s allocation of the Company’s contributions, and the participant’s
proportional allocation of the Plan’s earnings, including realized and
unrealized gains and losses, and expenses.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
Participants
are fully vested in that portion of their account which represents their
contributions and the income earned thereon. Effective January 1, 2006,
non-bargaining participants are automatically 100% vested in all Company
matching contributions and earnings thereon. A non-bargaining participant’s
interest in the Company’s fixed contributions and earnings thereon vests
according to the following:
Completed Years of Service
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Percent Vested
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Less
than 3
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0 |
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3
or more
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100 |
% |
Participants
become 100% vested in the Company’s fixed contributions and earnings thereon
upon death, change of company control, total and permanent
disability, or attainment of normal retirement age.
A
bargaining participant’s interest in the Company’s contributions and earnings
thereon vests according to the schedules outlined in the Plan document specific
to each location.
Participants’
interests in employer contributions attributable to the Crompton Corporation
Employee Stock Ownership Plan ("ESOP") vested 25% each year and are 100% vested
after 4 years of service. Participants become 100% vested in ESOP employer
contributions and earnings thereon upon death, change of company control, total
and permanent disability, or attainment of normal retirement age.
Participant’s
interest in Great Lakes employer contributions made prior to January 1, 2006
vest 20% each year after 1 year of service and is 100% vested after 6 years of
service. Participants become 100% vested in Great Lakes employer contributions
and earnings thereon upon death, total and permanent disability, or attainment
of normal retirement age.
Forfeitures
When
certain terminations of participation in the Plan occur, the nonvested portion
of a participant’s account represents a forfeiture, as defined by the
Plan. Forfeitures are used to reduce future employer contributions or
pay administrative expenses for the Plan. Total unapplied forfeitures
were $121,112 and $181,533 at December 31, 2009 and 2008,
respectively.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
Forfeitures
in the amount of $333,038 were used to pay administrative expenses during
2009.
Distribution of
Benefits
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The
benefit to which a participant is entitled is the benefit that can be
provided from the participant’s vested account. Benefits may be
distributed to participants upon termination of employment by reason of
retirement, disability, death or other separation from service.
Participants who terminate employment and have a vested account balance of
less than $1,000 will receive a lump sum distribution of 100% of their
vested benefits. Participants who have a vested account balance in excess
of $1,000 may leave their funds invested in the Plan or may elect a lump
sum distribution. Participants with a vested ESOP account
balance may elect to receive their ESOP balance in the form of stock
shares, instead of cash.
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A
participant may also request a withdrawal upon attainment of age 59 1/2 or
upon demonstration by the participant to the plan administrator that the
participant is suffering from “hardship”. Hardship is defined
in applicable regulations promulgated or to be promulgated pursuant to
Section 401(k) of the Internal Revenue Code or standards established by
the Secretary of the Treasury or his
delegate.
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Any
participant eligible to participate in the Witco plan, a predecessor plan, as of
December 31, 2000 may withdraw from the Plan any after-tax contributions and
interest earned thereon.
Participant
Loans
A
participant may borrow aggregate amounts up to the lesser of $50,000 or 50% of
the participant’s vested account balance, subject to plan limitations. The
minimum loan allowed is $1,000. Loans must bear a reasonable rate of interest
commensurate with local prevailing interest rates, as determined by the plan
administrator. Loans are collateralized by the participant’s nonforfeitable
interest in the Plan and are supported by a promissory note. Loans
must be repaid over a period not to exceed five years unless the loan proceeds
are used for the purchase of a primary residence, in which case a longer
repayment period is allowed. A participant may have no more than two
loans outstanding at any one time.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
B. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Adoption of Accounting
Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 168 is effective for financial statements
for annual periods ending after September 15, 2009 and establishes the FASB
Accounting Standards Codification (“ASC”). Under SFAS No.168, now
referred to as ASC 105-10, the ASC became the only source of authoritative U.S.
generally accepted accounting principles (“U.S. GAAP”) to be applied by
non-governmental entities and superseded all existing non-SEC accounting and
reporting standards. The Plan adopted the codification as of December
31, 2009. As the ASC does not create new accounting rules, but only
provides a comprehensive system to reorganize previously existing U.S. GAAP in a
single authoritative source, its adoption had no effect on the Plan’s financial
position.
In
April 2009, the FASB issued an amendment to ASC 820-10 Fair Value Measurements and
Disclosure (formerly FSP No. FAS 157-4). The amendment
provides additional guidance on how to determine the fair value of an investment
when the volume and level of activity for the asset or liability have
significantly decreased and in identifying transactions that are not
orderly. It also expands disclosure requirements for investments by
requiring detail by major security type. The Plan adopted this
amendment on December 31, 2009, resulting in no effect on its financial
position.
In May
2009, the FASB issued ASC 855-10 Subsequent Events (formerly
SFAS No. 165). ASC 855-10 establishes principles and standards related to the
accounting for and disclosure of events that occur after the balance sheet date
but before the financial statements are issued. The Plan adopted this standard
on December 31, 2009, resulting in no effect on its financial
position.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-12,
“Investments in Certain Entities That Calculate Net Asset Value per Share (or
Its Equivalent)” (“ASU 2009-12”). ASU 2009-12 provides guidance on
how organizations should estimate the fair value of certain alternative
investments, effective for periods ending after December 15,
2009. The fair value of investments within the scope of the guidance
can now be determined using net asset value (“NAV”) as a practical expedient,
unless it is probable the investment will be sold at something other than
NAV. The Plan adopted this amendment on December 31, 2009, resulting
in no effect on its financial position.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
In
January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair
Value Measurements” (“ASU 2010-06”), which primarily requires new disclosures
related to the levels within the fair value hierarchy. An entity will
be required to disclose significant transfers in and out of Levels 1 and 2 of
the fair value hierarchy, and separately present information related to
purchases, sales, issuances and settlements in the reconciliation of fair value
measurements classified as Level 3. In addition, ASU 2010-06 will
amend the fair value disclosure
requirement for pension and postretirement benefit plan assets to require this
disclosure at the investment class level. ASU 2010-06 will be
effective for interim and annual reporting periods beginning after December 15,
2009, except for the disclosures related to purchases, sales, issuances and
settlements for Level 3 fair value measurements, which are effective
for reporting periods beginning after December 15, 2010. The
Company is currently evaluating the impact that this guidance will have on the
Plan’s financial statement disclosures.
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The
accompanying financial statements have been prepared using a modified
basis of accounting of cash receipts and disbursements; consequently,
contributions, interest 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 U.S. generally accepted accounting
principles.
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Investment
contracts held by a defined-contribution plan are required to be reported at
fair value. However, contract value is the relevant measurement attribute for
that portion of the net assets available for benefits of a defined-contribution
plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the plan. The Plan invests
in investment contracts through a common collective trust. As required by the
standard, the statements of net assets available for plan benefits present the
fair value of the common collective trust as well as the adjustment of the
common collective trust from fair value to contract value. The statement of
changes in net assets available for plan benefits is prepared on a contract
value basis.
Investment Valuation and
Income Recognition
Fair
value is defined as the price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants on the measurement date. Accounting standards establish
a fair value hierarchy, which require an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring
fair value. The standard describes three levels of inputs that may be
used to measure fair value as described below.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
Participants
determine the percentage in which contributions are to be invested in each fund.
Mutual funds are recorded at fair market value as determined by quoted market
prices, which results in a level one classification. The Chemtura
Corporation
common stock is valued at its year-end closing price. This price is a quoted
market price which results in a level one classification. The money market fund
is valued based on the fund’s underlying assets as reported by the
trustee. This results in a level two classification for the Plan’s
interest in the money market fund. The Plan’s interest in the common
collective trust is valued based on information reported by the trustee with
reference to the fair market value of the trust's underlying assets at year end,
which results in a level two classification. Participant loans are
stated at amortized cost which approximates fair value. Due to the
nature of the inputs this valuation method results in a level three
classification for participant loans.
The
following tables set forth by level, within the fair value hierarchy, the Plan's
assets at fair value as of December 31, 2009 and 2008:
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2009
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Description
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Total
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Level 1
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Level 2
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Level 3
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Common
collective trust:
|
|
|
|
|
|
|
|
|
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Stable
value
|
|
$ |
62,278,045 |
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|
$ |
- |
|
|
$ |
62,278,045 |
|
|
$ |
- |
|
Mutual
funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
large blend
|
|
|
2,665,643 |
|
|
|
2,665,643 |
|
|
|
- |
|
|
|
- |
|
Foreign
large growth
|
|
|
19,178,065 |
|
|
|
19,178,065 |
|
|
|
- |
|
|
|
- |
|
Intermediate
bond
|
|
|
26,580,162 |
|
|
|
26,580,162 |
|
|
|
- |
|
|
|
- |
|
Small
blend
|
|
|
6,035,268 |
|
|
|
6,035,268 |
|
|
|
- |
|
|
|
- |
|
Mid-cap
blend
|
|
|
13,938,305 |
|
|
|
13,938,305 |
|
|
|
- |
|
|
|
- |
|
Large
blend
|
|
|
69,843,081 |
|
|
|
69,843,081 |
|
|
|
- |
|
|
|
- |
|
Mid-cap
growth
|
|
|
14,035,902 |
|
|
|
14,035,902 |
|
|
|
- |
|
|
|
- |
|
Large
value
|
|
|
34,678,578 |
|
|
|
34,678,578 |
|
|
|
- |
|
|
|
- |
|
Retirement
income
|
|
|
1,929,355 |
|
|
|
1,929,355 |
|
|
|
- |
|
|
|
- |
|
Target
date
|
|
|
39,146,550 |
|
|
|
39,146,550 |
|
|
|
- |
|
|
|
- |
|
Total
mutual funds
|
|
|
228,030,909 |
|
|
|
228,030,909 |
|
|
|
- |
|
|
|
- |
|
Company
stock
|
|
|
8,677,339 |
|
|
|
8,677,339 |
|
|
|
- |
|
|
|
- |
|
Participant
loans
|
|
|
5,927,360 |
|
|
|
- |
|
|
|
- |
|
|
|
5,927,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
304,913,653 |
|
|
$ |
236,708,248 |
|
|
$ |
62,278,045 |
|
|
$ |
5,927,360 |
|
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
|
|
2008
|
|
Description
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Common
collective trusts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable
value
|
|
$ |
70,513,311 |
|
|
$ |
- |
|
|
$ |
70,513,311 |
|
|
$ |
- |
|
U.S.
equities
|
|
|
20,680,409 |
|
|
|
- |
|
|
|
20,680,409 |
|
|
|
- |
|
Total
common collective trusts
|
|
|
91,193,720 |
|
|
|
- |
|
|
|
91,193,720 |
|
|
|
- |
|
Mutual
funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
large blend
|
|
|
1,942,283 |
|
|
|
1,942,283 |
|
|
|
- |
|
|
|
- |
|
Foreign
large growth
|
|
|
16,260,527 |
|
|
|
16,260,527 |
|
|
|
- |
|
|
|
- |
|
Intermediate
bond
|
|
|
24,626,683 |
|
|
|
24,626,683 |
|
|
|
- |
|
|
|
- |
|
Money
market
|
|
|
2,135,869 |
|
|
|
- |
|
|
|
2,135,869 |
|
|
|
- |
|
Small
blend
|
|
|
4,234,766 |
|
|
|
4,234,766 |
|
|
|
- |
|
|
|
- |
|
Mid-cap
blend
|
|
|
11,412,954 |
|
|
|
11,412,954 |
|
|
|
- |
|
|
|
- |
|
Large
blend
|
|
|
7,746,632 |
|
|
|
7,746,632 |
|
|
|
- |
|
|
|
- |
|
Large
growth
|
|
|
32,951,591 |
|
|
|
32,951,591 |
|
|
|
- |
|
|
|
- |
|
Mid-cap
growth
|
|
|
11,208,069 |
|
|
|
11,208,069 |
|
|
|
- |
|
|
|
- |
|
Large
value
|
|
|
29,695,049 |
|
|
|
29,695,049 |
|
|
|
- |
|
|
|
- |
|
Retirement
income
|
|
|
1,951,159 |
|
|
|
1,951,159 |
|
|
|
- |
|
|
|
- |
|
Target
date
|
|
|
32,888,368 |
|
|
|
32,888,368 |
|
|
|
- |
|
|
|
- |
|
Total
mutual funds
|
|
|
177,053,950 |
|
|
|
174,918,081 |
|
|
|
2,135,869 |
|
|
|
- |
|
Company
stock
|
|
|
5,509,489 |
|
|
|
5,509,489 |
|
|
|
- |
|
|
|
- |
|
Participant
loans
|
|
|
6,550,120 |
|
|
|
- |
|
|
|
- |
|
|
|
6,550,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
280,307,279 |
|
|
$ |
180,427,570 |
|
|
$ |
93,329,589 |
|
|
$ |
6,550,120 |
|
Level 1:
Valued using quoted prices in active markets for identical assets.
Level 2:
Valued using other observable inputs.
Level 3:
Valued using significant unobservable inputs.
The table
below sets forth a summary of changes in the fair value of the Plan’s level
three investment assets for the year ended December 31, 2009:
|
|
Participant
loans
|
|
|
|
|
|
Balance
at beginning of year
|
|
$ |
6,550,120 |
|
Net
loan advances (repayments)
|
|
|
(622,760 |
) |
|
|
|
|
|
Balance
at end of year
|
|
$ |
5,927,360 |
|
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
The Plan
invests in a common collective trust that calculates net asset value per share
in accordance with FASB guidance commonly followed by investment companies. This
investment is reported at fair value based on the net asset value per share as
reported by the investee. The common collective trust held by the
Plan is a stable value investment which primarily invests in insurance contracts
and corporate and government agency bonds. The fair value of the
common collective trust has been estimated using the net asset value per share
of the investments. Twelve months notice is required for a complete
liquidation, however the trustee, at their discretion, may waive the twelve
month waiting period. Participant directed redemptions are allowed
daily and there are no restrictions on redemptions of this
investment.
Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date. Purchases and sales of securities are recorded
on a trade-date basis. Realized gains and losses are determined using
historical cost. Participants determine the percentage in which
contributions are to be invested in each fund. Participants may change their
investment options as set forth in the plan document.
Appreciation (Depreciation)
in Fair Value of Investments
|
The
Plan presents in the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those
investments.
|
Payment of
Benefits
|
Benefits
are recorded when paid.
|
Plan
Expenses
Expenses
for participant loans are paid by the Plan by reducing balances of those
participants initiating the transaction. All other expenses incurred
in the administration of the Plan are first offset against forfeitures, if any,
with any remaining balances paid by the Company at its discretion or by the
Plan.
Use of
Estimates
The
preparation of the Plan’s financial statements in conformity with the modified
cash basis of accounting requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and
disclosures. Actual results may differ from those
estimates.
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
|
The
Plan provides investment options which may invest in any combination of
stocks, bonds, fixed income securities, and other investment
securities. Investment securities are exposed to various risks,
such as interest rate, market and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the value of investment
securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts reported
in the statements of net assets available for plan
benefits.
|
|
Although
the shares of the Company’s common stock held by the Plan continue to
trade on the Pink Sheets Electronic Quotation Service, the trading prices
may have little or no relationship to the actual recovery, if any, by the
Plan under any eventual bankruptcy court approved reorganization
plan. The opportunity for any recovery by the Plan under such a
reorganization plan is uncertain as all creditors’ claims must be met in
full, with interest where due, before value can be attributed to the
common stock and, therefore, the shares of the Company’s common stock may
be cancelled without any compensation pursuant to such a reorganization
plan.
|
C. INVESTMENTS:
The
following represents the Plan’s investments as of December 31, 2009 or 2008 that
represented 5% or more of the net assets available for plan
benefits:
|
|
2009
|
|
|
2008
|
|
Common Collective
Trusts:
|
|
|
|
|
|
|
Fleet
Bank Stable Asset Fund
|
|
$ |
- |
|
|
$ |
63,144,466 |
* |
Fidelity
U.S. Equity Index Pooled Account
|
|
|
- |
|
|
|
20,680,409
|
* |
Fidelity
Managed Income Portfolio II
|
|
|
62,278,045
|
* |
|
|
7,368,845 |
|
Mutual
Funds:
|
|
|
|
|
|
|
|
|
Dodge
& Cox Stock Fund
|
|
|
28,431,035
|
* |
|
|
24,144,876
|
* |
Dodge
& Cox Income Fund
|
|
|
16,722,939
|
* |
|
|
15,081,177
|
* |
Fidelity
Growth Company Fund
|
|
|
39,420,730
|
* |
|
|
20,273,189
|
* |
Fidelity
Diversified International Fund
|
|
|
19,178,065
|
* |
|
|
16,260,527
|
* |
Spartan
500 Index Fund
|
|
|
30,422,351
|
* |
|
|
- |
|
*
Represents 5% or more of net assets available for plan benefits.
During
the year ended December 31, 2009, the investments held by the Plan (including
investments bought, sold and held during the year) appreciated in value as
follows:
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
|
|
2009
|
|
|
|
|
|
Chemtura
Corporation common stock
|
|
$ |
9,669,426 |
|
Mutual
funds
|
|
|
47,633,037 |
|
Total
net appreciation in fair value
|
|
$ |
57,302,463 |
|
D. TAX
STATUS:
The
Internal Revenue Service ("IRS") has determined and informed the Company by a
letter dated April 16, 2003 that the Plan and related trust are designed in
accordance with applicable sections of the IRC. Although the Plan has
been amended since receiving the determination letter, 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.
Accounting
standards require recording uncertain tax positions that exist in the Plan’s
financial statements. Plan management has determined there are no
uncertain tax positions and believes there is no adjustment or disclosure
required in the Plan’s financial statements.
E. PARTIES-IN-INTEREST:
Section
3(14) of ERISA defines a party-in-interest to include, among others, fiduciaries
or employees of the Plan, any person who provides services to the Plan or an
employer whose employees are covered by the Plan. Accordingly, loans
to participants and the management of investments held by the trustee are
considered party-in-interest transactions.
F. PLAN
TERMINATION:
|
Although
the Plan was established with the intention that it will continue
indefinitely, the Company retains the right to discontinue its
contributions at any time or to terminate the Plan, subject to the
provisions of ERISA.
|
G. RECONCILIATION OF FINANCIAL
STATEMENTS TO FORM 5500:
The
following is a reconciliation of net assets available for plan benefits on the
financial statements to the Form 5500 for the years ended December 31, 2009 and
2008:
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
________
|
|
2009
|
|
|
2008
|
|
Net
assets available for plan benefits on the
financial statements
|
|
$ |
307,925,117 |
|
|
$ |
283,414,460 |
|
|
|
|
|
|
|
|
|
|
Less:
Adjustment from fair value to contract value for interest in common
collective trusts relating to fully benefit responsive investment
contracts
|
|
|
(782,467 |
) |
|
|
(2,994,421 |
) |
|
|
|
|
|
|
|
|
|
Net
assets available for plan benefits on the Form 5500
|
|
$ |
307,142,650 |
|
|
$ |
280,420,039 |
|
The
following is a reconciliation of net appreciation on the financial statements to
the Form 5500 for the year ended December 31, 2009:
Net
appreciation on the financial statements
|
|
$ |
57,302,463 |
|
|
|
|
|
|
Adjustment
from fair value to contract value for interest in common collective trusts
relating to fully benefit responsive investment contracts for the years
ended:
|
|
|
|
|
|
|
|
|
|
December
31, 2009
|
|
|
(782,467 |
) |
December
31, 2008
|
|
|
2,994,421 |
|
|
|
|
|
|
Net
appreciation on the Form 5500
|
|
$ |
59,514,417 |
|
|
The
Company has evaluated subsequent events through the date these financial
statements were issued.
|
CHEMTURA
CORPORATION EMPLOYEE SAVINGS PLAN
EIN:
52-2183153
Plan
Number: 034
SCHEDULE
H, Line 4(i) – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2009
________
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of investment including
|
|
|
|
|
|
|
|
Identity of issue, borrower, lessor
|
|
maturity date, rate of interest,
|
|
|
|
Current
|
|
|
|
or similar party
|
|
collateral, par or maturity value
|
|
Cost
|
|
value
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity
Managed Income Portfolio II
|
|
Common
collective trust
|
|
**
|
|
$ |
62,278,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia
Acorn Fund
|
|
Mutual
fund
|
|
**
|
|
|
14,035,902 |
|
|
|
Dodge
& Cox Income Fund
|
|
"
|
|
**
|
|
|
16,722,939 |
|
|
|
Dodge
& Cox Stock Fund
|
|
"
|
|
**
|
|
|
28,431,035 |
|
|
|
Vanguard
Total Bond Market Fund
|
|
"
|
|
**
|
|
|
9,857,223 |
|
|
|
Vanguard
Small Cap Index Fund
|
|
"
|
|
**
|
|
|
3,102,297 |
|
|
|
Vanguard
Wellesley Fund
|
|
"
|
|
**
|
|
|
6,247,543 |
|
|
|
RS
Partners Fund
|
|
"
|
|
**
|
|
|
2,932,971 |
|
*
|
|
Fidelity
Low Priced Stock Fund
|
|
"
|
|
**
|
|
|
11,235,304 |
|
*
|
|
Fidelity
Diversified International Fund
|
|
"
|
|
**
|
|
|
19,178,065 |
|
*
|
|
Fidelity
Growth Company Fund
|
|
"
|
|
**
|
|
|
39,420,730 |
|
*
|
|
Fidelity
Freedom Income Fund
|
|
"
|
|
**
|
|
|
1,929,355 |
|
*
|
|
Fidelity
Freedom 2000 Fund
|
|
"
|
|
**
|
|
|
312,207 |
|
*
|
|
Fidelity
Freedom 2010 Fund
|
|
"
|
|
**
|
|
|
12,535,708 |
|
*
|
|
Fidelity
Freedom 2020 Fund
|
|
"
|
|
**
|
|
|
9,292,034 |
|
*
|
|
Fidelity
Freedom 2030 Fund
|
|
"
|
|
**
|
|
|
3,442,852 |
|
*
|
|
Spartan
Extended Market Index Fund
|
|
"
|
|
**
|
|
|
2,703,001 |
|
*
|
|
Spartan
International Index Fund
|
|
"
|
|
**
|
|
|
2,665,643 |
|
*
|
|
Spartan
500 Index Fund
|
|
"
|
|
**
|
|
|
30,422,351 |
|
*
|
|
Fidelity
Freedom 2040 Fund
|
|
"
|
|
**
|
|
|
2,361,256 |
|
*
|
|
Fidelity
Freedom 2005 Fund
|
|
"
|
|
**
|
|
|
105,041 |
|
*
|
|
Fidelity
Freedom 2015 Fund
|
|
"
|
|
**
|
|
|
4,178,744 |
|
*
|
|
Fidelity
Freedom 2025 Fund
|
|
"
|
|
**
|
|
|
3,601,498 |
|
*
|
|
Fidelity
Freedom 2035 Fund
|
|
"
|
|
**
|
|
|
2,265,895 |
|
*
|
|
Fidelity
Freedom 2045 Fund
|
|
"
|
|
**
|
|
|
357,867 |
|
*
|
|
Fidelity
Freedom 2050 Fund
|
|
"
|
|
**
|
|
|
693,448 |
|
|
|
Total
mutual funds
|
|
|
|
|
|
|
228,030,909 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Chemtura
Corporation common stock
|
|
Common
stock
|
|
**
|
|
|
8,677,339 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant
loans
|
|
(5.00%-9.50%)
|
|
-
|
|
|
5,927,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investments
|
|
|
|
$ |
304,913,653 |
|
|
*
|
Represents
a party-in-interest to the Plan.
|
|
**
|
Cost
omitted for participant directed
investments.
|