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2005 Annual Report Chemtura Corporation

Chemtura Corporation - AnnualReports.com · common stock are traded on the New York Stock Exchange under the symbol CEM. ... Chemtura Corporation, ... Functional excellence means

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2005 Annual Report

Chemtura Corporation

Financial highlights

Chemtura Corporation is the fourth-largest publicly traded specialty chemicals

company in the United States and one of the largest producers and marketers of

plastic additives in the world.

We have more than 6,500 employees in research, manufacturing, sales and

administrative facilities in every major market of the world. Our 240 million shares of

common stock are traded on the New York Stock Exchange under the symbol CEM.

Chemtura is a leading supplier of plastic additives and pool and spa products, a top

marketer of niche agricultural products, a leader in the petroleum additives market,

and a top marketer and producer of urethane polymers. We manufacture and market

products that make other products better in automotive, construction, packaging,

agricultural, industrial and consumer applications.

Pro Forma Pro Forma Adjusted Adjusted

GAAP Non-GAAP* GAAP Non-GAAP*

Net sales $ 2,986,608 $3,898,442 $ 2,285,231 $ 3,888,930

Operating profit (loss) $ 54,904 $ 354,119 $ (73,780) $ 189,070

Earnings (loss) from continuing operations $ (184,850) $ 143,574 $ (41,959) $ 50,071

Diluted weighted average shares outstanding 178,404 239,646 114,736 228,979

EPS – continuing operations $ (1.04) $ 0.60 $ (0.37) $ 0.22

Total assets $ 4,986,003 $ 2,678,709

Long-term debt (including short-term borrowings) $ 1,369,771 $ 866,545

Total stockholders’ equity $ 1,775,397 $ 328,980

* This information should be read in conjunction with the Company’s consolidated financial statements and other financial information contained in

the Company’s 2005 Annual Report on Form 10-K, which is included in this document. A reconciliation of these non-GAAP measurements to the most

comparable GAAP measurements is provided in this document immediately following the Company’s 2005 Annual Report on Form 10-K.

2005(In thousands, except per share data) 2004

The required Annual CEO Certification was submitted to the New York Stock Exchange on May 17, 2005, without qualification.

The Company has filed with the Securities and Exchange Commission, as an exhibit to its most recently filed Annual Report on Form 10-K, the Sarbanes-Oxley

Act Section 302 certifications from the Company’s chief executive officer and chief financial officer regarding the quality of the Company’s public disclosure.

1The year 2005 was the beginning of an exciting journey for

a new company: Chemtura Corporation, a $3.9 billion

global organization driven by possibilities and with a focus

on the future.

When we began the transformation of Crompton Corporation

in 2004, we embarked on a difficult but necessary series of

actions to improve our performance. As we concluded 2005,

we could look back at a series of successes of which we are

very proud: We refinanced and paid down debt, put many

legacy legal issues behind us, dramatically improved

earnings, and completed a game-changing merger.

Chemtura was created from the merger of Crompton

Corporation and Great Lakes Chemical Corporation,

companies with long histories of growth, adaptability

and innovation.

As we continue on the road that leads to achieving our vision

of becoming the world’s best specialty chemicals company, we

do so with great enthusiasm, conviction and confidence that

the road we have chosen is the right one. While a road often

has many turns and, sometimes, bumps, we are prepared to

continue passing mileposts and adding to our successes.

Seizing Opportunity

While implementing improvements at Crompton, our

examination of the Great Lakes businesses and synergy

possibilities convinced us that we needed to seize the

opportunity to build a new company that would be more

prosperous in the future than either company alone.

Success would require the same focus, discipline and

execution that we applied at Crompton.

With Chemtura’s greater scale, enhanced portfolio, stronger

balance sheet, expanded geographic presence, and merger

synergy savings, we formed what we believe is a very special

organization — one that is driving hard toward our vision of

becoming a great place for employees to work and have

successful careers, our customers’ best supplier and our

shareowners’ best investment. The merger led us to an

exciting place, full of opportunities and possibilities.

Dear fellow shareowners:

Robert L. Wood, Chairman, President and Chief Executive Officer

2 Before July 1, 2005, there was no Chemtura. Since then, more

than 6,500 employees around the world have been focused

on making Chemtura the best that we can be. Through various

initiatives, we are concentrating on commercial, functional

and process excellence to enable us to reach our destination:

becoming the world’s best specialty chemicals company.

To us, commercial excellence means creating high-value

solutions for customers with consistent product quality,

reliable delivery and service, continuous price/volume

optimization, and distinctive technology. Functional

excellence means operating at top efficiency to become

the low-cost provider of products within our markets served.

Process excellence will enable us to leverage our scale and

build strategic sourcing relationships that optimize spending.

We have programs in place, including Six Sigma and Lean

Manufacturing, to drive excellence. We know that we also

must seamlessly execute our processes and attract and

retain top employee talent in order to continuously

improve our performance.

Achieving Milestones

During 2005, we were successful in achieving a number of

key accomplishments that have brought us closer to our

destination of being the best:

� We made major strides in adopting a value-pricing mentality.

Like many companies in our industry, we had been focused on

volume, not margin, and some of our businesses were not

maximizing profitability. Our $417 million in year-over-year

price increases, on a pro-forma basis, were instrumental in

improving our margins, helping us cover raw material and energy

costs, and enabling us to nearly triple pro-forma profitability.

To improve our pricing process, we implemented an online,

corporate-wide pricing system that has given us much more

visibility into profitability on a customer and product level.

The Chemtura Brand Promise

Through rigor, discipline and the drive to challenge convention, we make

performance improvement our mission: for our customers who seek business

solutions, not just answers to product needs; for employees who want a chance

to grow and learn; and for investors who look for innovative thinking, solid planning

and better returns. At Chemtura, improving performance is our profession.

3

� We continued to define how to best service different

groups of customers to both our and their benefit. We are

using different channels of distribution for customers who

do not require extensive service, enabling us to focus on

those customers who require more intensive specialization

and assistance and are able to pay for it.

� We put into place commercial, functional and process

excellence teams, led by employees trained in Six Sigma and

Lean Manufacturing. Using these methodologies in our

global locations, we improved work processes and significantly

increased efficiency, realizing $28 million in pre-tax cost

savings in 2005.

� We centralized our customer care operations, streamlined

our manufacturing operations, improved our procurement

savings, reorganized our businesses for more effective selling,

upgraded our information systems, and instituted new

leadership in some of our businesses in order to improve

performance.

� We revamped Crompton’s pre-merger portfolio by divesting

the Refined Products business and joint venturing the Polymer

Processing Equipment business, both non-core areas. We have

been evaluating our current business and product portfolios

and expect to be making further adjustments in 2006.

� We achieved merger-related pre-tax cost savings of

approximately $19.3 million in 2005 on a pro-forma basis,

which was nearly twice our original target. These savings were

achieved by combining several facilities throughout the world,

aggressively reducing costs, and eliminating 700 redundant

positions. We are on track to achieve another $80 million to

$90 million in merger-related synergies by the end of 2006

and to reach our goal of a cumulative $150 million by the

end of 2007.

� We reduced our net debt by $66 million since the July 1

merger and traded out about half of our expensive high-yield

bonds for an interest-rate-expense reduction of $12 million

in 2006.

� We resolved a number of legacy antitrust-related issues

and are working diligently to put these issues behind us.

We settled a European Union investigation for approximately

$16 million, which was on the very low end of what it could

have been.

The year 2005 was intense, and we made definite progress on

the road toward our destination. However, our objective is

much more ambitious than anything we accomplished in 2005.

Our journey is a longer one with high aspirations. In our vision,

we aspire to be the world’s best specialty chemicals company.

While this might seem to be an arrogant statement, we would

rather aspire to be the best and the greatest, rather than to be

second-best and simply good. We want our people to believe it

is possible and take the actions to make it a reality.

We see a bright future as we travel along our road.

“...we would rather aspire

to be the best and the greatest,

rather than to be second-best

and simply good. We want our

people to believe it is possible

and take the actions to make

it a reality.”

4 Turns and Hills

No road is perfectly smooth, however. It is not a short-term

project to build a great company, and you seldom reach your

destination without some unexpected turns, hills and bumps.

While we believe our value-pricing strategy is correct, we

are facing some challenges because of it. We lost volume as

a result of price increases. We now are implementing a more

balanced approach, making sure that both price and volume

are considered when quoting business.

We are taking a number of steps to restore volume and

improve non-flame-retardants Plastic Additives, including:

reinforcing our sales, customer care and technical support

functions; working with customers to help them cut costs;

and clarifying the added value of our products.

Our experience in our non-flame-retardants Plastic Additives

business has left us with a much deeper understanding of our

customers, our competitors and the value of our offerings.

We are using our customer and product profitability data to

strategically recover and/or replace lost profitable volume.

Continuous improvement

We expect our journey to be one of continuous improvement.

Some of the actions we are taking along those lines include:

� Flattening our Performance Chemicals organization. Having

the leaders of these key businesses reporting directly to me will

improve customer focus, create better communication and

speed decision making.

� Upgrading our talent base and continuing to develop a

culture of employee ownership, accountability and commitment

to delivering results.

Note: The information provided in this chart represents 2005 operating results presented on a pro forma basis, as if the merger with Great Lakeswas consummated on January 1, 2005. This information should be read in conjunction with the Company’s consolidated financial statementsand other financial information contained in the Company’s 2005 Annual Report on Form 10-K, which is included in this document.

5� Executing portfolio adjustments to optimize our corporate

focus and profitability.

� Continuing to build our commercial excellence skills,

including further effort to prune unprofitable products and

more fully utilize our distribution partners.

� Developing an institutional command of our economics …

and using those insights to more effectively position ourselves

in the marketplace with individual customers.

� Improving the depth, coordination and training of our

business teams so that both their planning and execution can

be more effective.

� Expanding the impact of our operational excellence

initiatives on sourcing and supply chain through continued,

rigorous use of Six Sigma and Lean Manufacturing.

Driving Forward

We know that our success will be a collective effort made

by all the members of the Chemtura team. Every Chemtura

employee is important to our success — whether he or

she makes, sells or ships products; pays or issues invoices;

maintains our information systems; buys raw materials;

answers customers’ questions; develops or improves a

product; or answers the telephone at a reception desk.

I have every confidence in the Chemtura team. The fact that

so much was completed within months after the merger

speaks for the tremendous dedication, talent, innovation,

leadership, and focus of Chemtura employees. It also speaks

for their ability to adapt to changing situations, seize

opportunities and imagine possibilities.

In 2006, we expect to drive significant improvement in our

businesses and processes while continuing to deliver synergy

savings. The actions we are taking and improvements we are

making create the opportunity for tremendous upside for our

company. We have a focused and action-oriented agenda that

will enable us to deliver on our goals. My team and I are personally

more excited than ever about our company’s potential.

Chemtura is an organization that is driven … driven by a

vision of the future and all the possibilities it presents.

We will keep you informed.

Sincerely,

Robert L. Wood

Chairman, President & Chief Executive Officer

March 28, 2005

“I have every confidence in

the Chemtura team. The fact

that so much was completed

within months after the merger

speaks for the tremendous

dedication, talent, innovation,

leadership, and focus of

Chemtura employees.”

Driven by the possibilities of

excellence

6

Mel Nicely, left, and Dexter Porter, both full-time Lean Manufacturing champions at Chemtura’s Conyers, Georgia, facility, use Kaizen

techniques to improve safety, productivity and quality on a production line. Five Lean champions at Conyers are dedicated to

process improvement at the plant.

More than 400 Chemtura employees worldwide are trained in Lean Manufacturing techniques, which focus on reducing waste in

processes ranging from manufacturing to invoicing. In addition, more than 600 Chemtura employees have been trained in Six Sigma,

a methodology to improve performance in operation and business processes.

Chemtura employees completed 223 Six Sigma projects and 233 Kaizen events in 2005, resulting in more than $28 million in direct

financial benefits. These projects have included improvements from reducing energy and raw materials usage to rearranging work

areas so that jobs can be done more efficiently to improving profitability through better product management.

At Chemtura, no project is too big or too small for improvement.

Because we take the pursuit of excellence very seriously, Chemtura has put in place a dedicated team of process excellence leaders

to lead projects and teach other employees to make process improvements on their own. This team is deployed throughout the

company to work directly with business and functional leaders on a daily basis, and is led by our VP of process excellence who

reports directly to Chemtura’s chairman and chief executive officer. We have quick and easy online registration for Six Sigma

instruction and certification; an online program through which our more than 6,500 employees can suggest improvement projects;

and an Intranet site where we share success stories.

We are building improvement and high performance into our corporate culture.

We believe there is no limit to what we can do. The possibilities for excellence are endless.

Jing Min, left, assistant general manager, and Patty Peng, production supervisor, carry out quality control testing at Chemtura’s facility

in Nanjing, China. Only a few years old, the facility produces Adiprene® and Vibrathane® prepolymers to service the China market and

provides initial testing on raw materials for the urethanes business. The site soon will do similar raw-material evaluations for Chemtura’s

Crop Protection business.

The merger of Crompton Corporation and Great Lakes Chemical Corporation created a company with an expanded geographic

presence. Chemtura’s manufacturing, research and development, sales, warehouse and administrative facilities are located in every

region of the world, facilitating supply chain management and enabling us to be closer to our customers.

We plan to grow our geographic footprint by increasing our presence in growing markets, such as Asia, Eastern Europe and the

former Soviet republics, which seek a higher standard of living with better nutrition, assisted by our crop protection products, and

better homes, cars and other products — made stronger, safer and longer-lasting with our additives.

7

Driven by

geographic possibilities

Our global locations include:

Asia-Pacific

AustraliaIndiaJapanPeople’s Republic of ChinaSingaporeSouth KoreaTaiwanThailand

Europe, Africa & the Middle East

BelarusBelgiumBulgariaCzech RepublicFranceGermanyGreeceHungaryItalyKazakhstanKenyaMoldovaPolandRomaniaRussiaSaudi ArabiaSlovakiaSouth AfricaSpainSwitzerlandThe NetherlandsTurkeyUnited KingdomUkraineUnited Arab EmiratesUzbekistanYugoslavia

Latin America

ArgentinaBrazilColombiaEcuador

North America

CanadaMexico United States

8

Tanja Weigel, left, Customer Care specialist (CCS) for Chemtura’s Flame Retardants business, shares information with coworker Carline

Collignon, CCS for Chemtura’s Plastic Additives business, at Chemtura’s Customer Care Center in Antwerp, Belgium. In the back are

Sandra Ellis, left, CCS for Flame Retardants, and Mercedes Estevez, CCS for Plastic Additives. Tanja, Carline, Sandra and Mercedes represent

four nationalities — German, Belgian, English and Spanish — and all spend their days helping customers achieve success.

One aspect of the Chemtura vision to be the world’s best specialty chemicals company is to be our customers’ best supplier.

We want customers to think “Chemtura” whenever they think about success and who can help them achieve it. Tanja, Carline,

Sandra and Mercedes, and the other Customer Care team members, representing 14 nationalities, understand that Chemtura isn’t

just about products. Chemtura is about value, which, we believe, is our greatest additive.

Value comes from the people of Chemtura: the scientists who develop new and improved solutions to help customers improve their

businesses; the technicians who help customers determine the optimal use of a product; the Customer Care representatives like Tanja

and Carline who ensure customers get what they need; the procurement agent who works hard to get the best price on raw materials so

that we can give our customers the best price on our own products; the plant manager, who helps ensure our operations run efficiently;

and the plant operator, who produces our additives and crop protection products with pride. The list is more than 6,500 employees long.

Not only do we add value to our products, but our products add value to our customers’ products, making them stronger, safer, cleaner

and longer-lasting. Because of our plastic additives, car bumpers are stronger and cars are safer. Because of our pool additives, swimming

pools are cleaner and healthier. Because of our flame retardants, you and your family are better protected from fire.

We sell much more than additives and crop protection products.

We sell value — to our customer and our customer’s customer.

And the possibilities of adding value are endless.

Driven by the possibilities of

value

9

Chemtura Crop Protection salesman Fernando Zambello, right, shows Brazilian farmer Domingo Turqueti how to properly use the

product Omite® on his citrus crops in Limeira City, São Paulo State, Brazil. Product stewardship is an important part of our commitment

to Responsible Care®, the chemical industry’s initiative to protect the environment, ensure the safety and security of our operations

and safeguard the health and safety of our employees and neighboring communities.

Every Chemtura employee is expected to understand how our Responsible Care management system relates to his or her job.

At Chemtura, we follow our products from their production through their disposal — from cradle to grave. We are dedicated to

safely producing, packaging, storing and shipping our products and to helping ensure that our customers use the products safely.

Responsible Care also includes open communications with our neighbors. We hold community meetings, open houses and

demonstrations on how chemistry works in our lives. Our emergency responders participate in drills with local emergency

personnel. Our employees contribute to and participate in various charities and local events and serve their communities as

coaches, scout leaders and civic group volunteers.

Our goal is to make continuous progress toward our vision of no accidents, injuries or harm to the environment.

We are citizens of the world, and we care about the future and its possibilities — for everyone.

Driven by the possibilities of

stewardship

Our businesses

10

Plastic AdditivesNon-Flame-Retardant Plastic AdditivesChemtura is the largest producer and marketer of plastic additives in the world.

Our plastic additives are used to manufacture everything from woodcomposite decking and vinyl siding, molding, fencing, flooring, pipingand patio furniture for homes; to dashboards, glove boxes and seating for automobiles; to safety helmets and athletic wear for recreation; tocomputer components, plastic bottles, credit cards, CD cases and personal-care products for everyday use.

Our plastic additives portfolio covers the entire supply chain, frommonomers and polymerization to finishing and compounding. We are a world leader in PVC additives, offer one of the most extensive ranges of polyolefin and engineering polymer additives in the world, and are aleading producer of ABS-based impact modifiers. We also are a leadingprovider of a wide range of organometallic specialties for various applications, including esterification, transesterification, curing and cross-linking in coatings and in the organic syntheses of pharmaceuticalintermediates. In addition, we are Europe’s largest producer of aluminumalkyls with the research capabilities, online experience, capacity and quick delivery systems necessary to be a valuable business partner.

Our products linclude Lowilite® UV / light stabilizers; Weston®, Untranox®,Alkanox®, Anox®, Naugard® and Lowinox® antioxidants; Mark® heat stabilizers; Kemamide® slip agents; Royaltuf® and Polybond® couplingagents; Blendex® impact modifiers; Celogen® foaming agents; Drapex®plasticizers; and Anox® NDB® additive blends. Our organometallic specialties products include Eurecen® AL aluminum alkyls and Eurecat®tin specialties; our oleochemcials include Kemstrene® refined glycerine,Hystrene® and Industrene® fatty acids and Neustrene® hydrogenated triglycerides.

Flame RetardantsChemtura is a leading global producer and supplier of flame retardants.Flame retardants reduce the chances of a fire starting by providingincreased ignition resistance and delaying the spread of flame, providing extra time to extinguish or escape from a fire.

From computer monitors' plastic casings, to the circuit boards found in electronic appliances, to foams and fabrics used in furniture and automobiles, to the wiring behind walls and inside components, Chemtura flame retardant additives are silently protecting the productsyou rely on every day.

Our flame retardant additives include Firemaster® bromine-based flameretardants; Kronitex®, Reofos® and Reogard® phosphorus-based flameretardants; Fyrebloc® flame retardants; Fireshield®, LSFR, Ongard®, Oncor®,Pyrobloc®, Smokebloc®, Thermoguard®, Timonox®, Trutint® and UltraFine®antimony-based flame retardants/synergists; and PetCat® and UltraFine®antimony-based catalysts.

Our brominated performance products business is composed of bromineand bromine-based intermediates that meet specific performance, environmental and quality requirements and have a wide range of applications and utility for daily life. Brominated intermediate productsare used each and every day to produce electronic devices, rubber, soapsand detergents, pharmaceuticals and medicines, flavors and fragrances,agricultural intermediates, and photographic chemicals.

Natural gas and oil companies use clear brine fluids in both deep waterand land-based drilling to control wellbore pressure and minimize reservoirdamage. They have the flexibility to match the unique characteristics ofeach well to acquire new and previously unavailable energy resources.

11

Specialty AdditivesPetroleum Additives Our Petroleum Additives business is a high-growth business with products

used to improve performance in motor oils, transmission fluids, industrial

and hydraulic oils, metalworking fluids, and fuels. This business is the

largest component supplier to the lubricants industry. These products

include additives for fuels, as well as synthetic and mineral oil-based

lubricants and fluids used in aviation, mining, electricity generation and

gas pumping where machinery operates under high temperatures or

operates continuously. Our lubricant products extend engine life and

protect braking systems from wear and tear. Our products also are used

in waxes, solvents and industrial cleaners.

Products include Naugalube® and Naugard® antioxidants; Calcinate™,

Hystrene® and Industrene® anti-wear agents; Lobase®, Hybase®,

Calcinate™ and Petronate® sulfonate detergents; Synton® high-viscosity

polyalphaolefins (PAO); G-2000™ high-performance grease; Barinate®

barium sulfonate; Durad® lubricant additives; Reolube® fire-resistant

fluids and lubricants; and Reomo® and KP-140® specialty additives.

This business benefits from increasingly demanding government-

mandated emissions and fuel-economy standards that necessitate

the inclusion of our additives.

Rubber AdditivesChemtura’s rubber additives business is among the top three in the

world and offers more than 100 products for rubber processing.

Our rubber additives are used to make most rubber products, including

tires, belts and hoses, seals, elastic bands in clothing, and shoe soles.

Our products include Naugard® antioxidants that protect rubber

compounds from damage from oxygen, light and heat; Delac® accelerators

used for curing natural and synthetic rubber; Flexzone® antiozonants,

which protect rubber compounds from cracking and deteriorating from

exposure to ozone, oxygen and heat; and Celogen® foaming agents,

which are mixed with rubber to produce sponge rubber products such

as automotive weather seals and seat cushions.

Our businesses

PolymersUrethanesOur Adiprene®/Vibrathane® hot-cast prepolymers, curatives and systemsare sold to manufacturers of industrial and printing rolls, mining machineryand equipment, mechanical goods, solid industrial tires and wheels, andsporting and recreational goods, including golf ball covers and inline skateand roller-coaster wheels. Elastomers made from Adiprene/ Vibrathaneproducts provide exceptional abrasion resistance, strength against tearing,and various dynamic properties.

A top global supplier, we offer more than 300 urethane polymer products.

In North America, we supply Fomrez® polyester polyols, which have broad application in flexible foam, thermoplastic urethanes, coatings, adhesivesand elastomers. We also supply Witcobond® aqueous polyurethane dispersions, which are used in coatings for hardwood floors and in paintsand textiles. We sold our Witcothane® microcellular systems business Jan. 1, 2006 to concentrate on our other urethanes businesses.

EPDMWe are one of the top producers of EPDM elastomers in the world.

Our EPDM products, including Royalene® EPDM rubber, RoyalEdge® EPDMrubber and Trilene® Liquid EPDM, are used in automotive, construction,wire and cable, and mechanical goods applications.

We produce more than 30 types of EPDM, which withstands heat, sunlightand ozone without deteriorating. A typical car includes about 20 poundsof EPDM in weather stripping, brake parts, hoses and body cladding.Additional EPDM applications include commercial roofing, white sidewallsfor tires, seals and gaskets, and garden and industrial hoses.

Crop ProtectionChemtura’s Crop Protection business focuses on niche markets where the

opportunity for higher margins exists. Our Crop business is a global leader in

seed treatment and miticides. Throughout the world, our products enhance

crop quality and increase yield, especially of high-value, niche crops such

as nuts, citrus, grapes and cotton. Our products are especially formulated for

specific crops and the growing conditions of particular geographic regions.

Chemtura products are used to protect seeds from pests and disease

and to aid germination; to protect growing crops from insects, mites and

diseases and to eliminate unwanted weeds; and to assist with pest control

in soil preparation, commodity storage and post-harvest food processing.

We are constantly expanding our presence in worldwide niche markets by

developing new products and obtaining registrations for new uses and

geographies. Our research and development programs respond to — and

even anticipate — new threats to crops around the world and search for

ways to reduce the environmental impact of crop protection products.

Our products include Acramite®, Omite®, Comite®, and Floramite® miticides;

Vitavax® seed treatment; Procure®, Terrazole® and Terraclor® fungicides;

Pantera®, Casoron® and Alanap® herbicides; Diamond TM insecticide;

Dimilin® insect growth regulant; Harvade®, Royal MH-30® Paczol® and

B-Nine® plant-growth regulants; and Terr-O-Gas® soil fumigants.

12

Consumer ProductsWe are one of the world’s leading manufacturers of water-treatment

biocides and related specialty chemicals for pool and spa care. Our

pool and spa products include water-treatment systems that include

sanitizers, algicides, biocides, oxidizers, pH balancers, mineral balancers,

shock chemicals and specialty chemicals with familiar trade names:

AquaBrome®, Aqua Chem®, BAYROL®, BioGuard®, Guardex®, Hydrotech®,

Miami®, Omni®, Pool Time®, ProGuard®, Spa Essentials®, Spa Guard®,

Spa Time® and Sun®.

Our pool and spa business has a comprehensive product offering, multiple

channels of distribution and a reputation for quality, convenience and

customer service.

Our specialty and multipurpose cleaners are useful for both indoor and

outdoor applications. Our proprietary formulas can be used in the kitchen,

bath, laundry, patio and garage and on automotive surfaces. Our products

include The Works® brand of cleaners and Greased Lightning® brand of

multipurpose cleaners for tough cleaning tasks and everyday use.

Other BusinessesFluorines – FM200® waterless fire suppressionOur waterless fire suppression products are used for mission-critical

and high-value assets to prevent extensive fire damage and eliminate

collateral damage and downtime. Such assets include computer rooms,

telecommunications operations, medical equipment and laboratories,

document vaults and art museums.

Our fluorine specialties go into wide-ranging, high-technology applications

such as optical fibers and computer chips, in refrigerants that are used in

residential air conditioners as an environmentally friendly alternative to

Freon®, in fluoro-silicone materials and as chemical intermediates for

agricultural chemicals. They also are used as propellants in metered-dose

inhalers that help asthma sufferers breathe easier.

Optical MonomersOur RAV-7® and Nouryset® ADC monomers are used in lenses for eyewear

such as prescription glasses and sunglasses, as well as in applications

such as protection sheets for welding masks and screens, safety shields,

photographic filters, lenses for welder's goggles, and lab equipment.

Industrial Water Treatment We are a major producer of organic, polymer-based antiscalants and

corrosion inhibitors and bromine-based biocides.

Our Belclene® , Belcor®, Belgard®, Belite®, Bellacide®, Bellasol®, Belsperse®,

BromiCide®, Flocon® and LiquiBrom™ products help to control scale,

corrosion, foam and problem organisms in industrial cooling, industrial

and municipal wastewater treatment, pulp and paper processing, food

processing, and desalination processes.

13

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© 2006 Chemtura Corporation. All rights reserved.

is a registered trademark of Chemtura Corporation.

® and ™ indicate registered andunregistered trade and service marks.

For an online version of this report, visitwww.chemtura.com

Robert L. Wood

Chairman of the Board

Nigel D. T. Andrews (2,3)Former Managing DirectorInternet Capital Group

James W. Crownover (3,4)Former DirectorMcKinsey & Company

Robert A. Fox (1,4)Managing General Partner Fox Investments L.P.ChairmanAgriCapital Advisors

Martin M. Hale (1,2)Former Partner and Executive Vice PresidentHellman Jordan Management Co., Inc.

Roger L. Headrick (2,3)Co-lead DirectorManaging General PartnerHMCH Ventures

Leo I. Higdon, Jr. (2,3)PresidentCollege of Charleston

Mack G. Nichols (4)Former President and Chief Operating OfficerMallinckrodt, Inc.

C.A. Piccolo (1,3)Co-lead DirectorPresident and Chief Executive OfficerHealthPic Consultants, Inc.

Jay D. Proops (1,2)Cofounder and Former Vice ChairmanThe Vigoro Corporation

Bruce F. Wesson (1,4)PresidentGalen AssociatesGeneral PartnerGalen Partners, L.P.

1 Member of Audit Committee

2 Member of Finance and Pension Committee

3 Member of Organization, Compensation and Governance Committee

4 Member of Safety, Health and Environment Committee

Chemtura is a member of theAmerican Chemistry Counciland a signatory of the Council’sResponsible Care® Program.

The company is committed to a continuouseffort to improve performance in safety,health and environmental quality.Design: DiCostanzo Design Associates Inc./ NYC

Corporate Management

Robert L. Wood

Chairman, President and Chief Executive Officer

Kenneth L. Donahue

Vice President andChief Information Officer

John A. Lacadie

Senior Vice President andChief Technology Officer

Janet E. Mann

Vice PresidentPerformance Specialties

Marcus Meadows-Smith

Executive Vice PresidentCrop Protection and Consumer Products

Gregory E. McDaniel

Executive Vice PresidentStrategy, New Business Development & Technology

Marshall Moore

Vice PresidentEnterprise Process Excellence

Anne P. Noonan

Vice PresidentFlame Retardants & Brominated Performance Products

Sean P. O’Connor

Vice PresidentPlastic Additives

Karen R. Osar

Executive Vice President andChief Financial Officer

Lynn A. Schefsky

Senior Vice President andGeneral Counsel

Barry J. Shainman

Vice President and Secretary

Michael F. Vagnini

Senior Vice President and Controller

Eric C. Wisnefsky

Vice PresidentCorporate Finance & Treasurer

Gary P. Yeaw

Executive Vice PresidentHuman Resources & Communications

Board of Directors Corporate Data

Corporate Headquarters

199 Benson RoadMiddlebury, CT 06749 USA(203) 573-2000

Web site

www.chemtura.com

NYSE symbol

CEM

Auditors

KPMG LLP Stamford Square3001 Summer StreetStamford, CT 06905

Transfer Agent and Registrar

Mellon Investor Services LLC480 Washington BoulevardJersey City, NJ 07310866-233-4822https://vault.melloninvestor.com/isd/

Form 10-K

A copy of the Company’s report onForm 10-K for 2005, as filed with theSecurities and Exchange Commission,may be obtained free of charge bywriting to the Corporate Secretary at theCorporate Headquarters address above.

Annual Meeting

The annual meeting of stockholderswill be held at 11:15 a.m. on Thursday, April 27, 2006, atSheraton Stamford Hotel2701 Summer StreetStamford, CT 06905(203) 359-1300

Investor Relations

William A. Kuser(203) [email protected]

Media Relations

Debra K. Durbin(203) [email protected]

Chemtura Corporation 199 Benson Road, Middlebury, CT 06749 USA (203) 573-2000 www.chemtura.com

Safety is everyone’s responsibility.

We are committed to creating a

safe workplace and to ensuring

product and environmental

stewardship.

Our word is our bond. We are candid. We are ethical. We are fair. We fight for what

we believe is in ourstakeholders’ best

interest.

Learning keeps us vital. We use our imagination as

well as our experience to lookforward and anticipate

potential outcomes.

We define our destiny. We are driven by the power of possibility.

We have a passion to succeed. We are determined

be the best.

Safety

Integrity

Creativity Winning

Trust in and respect for one anotherare our foundations. Through

openness and teamwork, we worktogether across divisions, functions,

and geographies to find the bestsolution possible for our

stakeholders.

We bring rigor, focus, and discipline to how we think,

work, and communicate. We deliver on our

commitments.

Collaboration Accountability

Have fun!