LANXESS Solutions US (CEMJQ) 10-Q 31 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2016shares
Document and Entity Information
Entity Registrant Name	Chemtura CORP
Entity Central Index Key	1,091,862
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	62,974,764
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Net sales	$ 414	$ 444	$ 1,269	$ 1,346
Cost of goods sold	289	327	904	1,017
Selling, general and administrative	35	36	105	113
Depreciation and amortization	21	22	64	70
Research and development	5	4	15	15
Facility closures, severance and related costs	1	1	1	2
Merger and integration costs	11	0	11	0
Loss on sale of business	1	1	1	4
Impairment charges	0	0	1	0
Pension settlement	0	0	162	0
Equity income	0	0	0	(1)
Operating income	51	53	5	126
Interest expense	(8)	(7)	(24)	(23)
Other (expense) income, net	(1)	1	(3)	10
Earnings (loss) before income taxes	42	47	(22)	113
Income tax expense	(17)	(16)	(15)	(43)
Net (loss) earnings	$ 25	$ 31	$ (37)	$ 70
Basic per share information
Net earnings (loss) (in dollars per share)	$ 0.40	$ 0.46	$ (0.58)	$ 1.03
Diluted per share information
Net earnings (loss) (in dollars per share)	$ 0.39	$ 0.45	$ (0.58)	$ 1.02
Weighted average shares outstanding - Basic (in shares)	63	67.5	64.1	68
Weighted average shares outstanding - Diluted (in shares)	63.9	68.3	64.1	68.8

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net earnings (loss)	$ 25	$ 31	$ (37)	$ 70
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(3)	(21)	(6)	(39)
Pension and other post-retirement benefit costs	1	(2)	133	1
Unrealized gain on available for sale securities	0	0	0	5
Comprehensive income (loss)	$ 23	$ 8	$ 90	$ 37

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 202	$ 323
Accounts receivable, net	219	210
Inventories, net	328	315
Other current assets	134	130
Total current assets	883	978
NON-CURRENT ASSETS
Property, plant and equipment, net	665	663
Goodwill	162	166
Intangible assets, net	81	88
Deferred tax asset	319	354
Other assets	116	111
Total assets	2,226	2,360
CURRENT LIABILITIES
Short-term borrowings	13	46
Accounts payable	125	120
Accrued expenses	126	142
Below market contract obligation - current	38	38
Income taxes payable	17	15
Total current liabilities	319	361
NON-CURRENT LIABILITIES
Long-term debt	466	465
Pension and post-retirement health care liabilities	226	270
Below market contract obligation - non-current	117	145
Deferred tax liability	7	7
Other liabilities	107	110
Total liabilities	1,242	1,358
EQUITY
Common stock - $0.01 par value Authorized - 500.0 shares Issued - 100.6 shares at September 30, 2016 and 100.6 shares at December 31, 2015	1	1
Additional paid-in capital	4,373	4,371
Accumulated deficit	(2,163)	(2,126)
Accumulated other comprehensive loss	(335)	(462)
Treasury stock - at cost - 37.7 shares at September 30, 2016 and 33.4 shares at December 31, 2015	(893)	(783)
Total Chemtura stockholders' equity	983	1,001
Non-controlling interest	1	1
Total equity	984	1,002
Total liabilities and equity	$ 2,226	$ 2,360

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Authorized shares	500,000,000	500,000,000
Common stock, Issued shares	100,600,000	100,600,000
Treasury stock at cost, shares	37,700,000	33,400,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$ (37)	$ 70
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Merger and integration costs	4	0
Loss on sale of business	1	4
Below market contract obligation	(29)	(29)
Pension settlement	162	0
Depreciation and amortization	64	70
Share-based compensation expense	9	9
Other non-cash transactions	1	0
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable	(7)	8
Inventories	(11)	(3)
Accounts payable	5	(1)
Pension and post-retirement health care liabilities	(57)	(25)
Other	(18)	14
Net cash provided by operating activities	87	117
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments	0	3
Sale of Platform Specialty Products Corporation shares	0	54
Capital expenditures	(62)	(53)
Net cash (used in) provided by investing activities	(62)	4
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt	(41)	(59)
Proceeds from short-term borrowings, net	6	0
Common shares acquired	(116)	(140)
Proceeds from exercise of stock options	0	13
Net cash (used in) provided by financing activities	(151)	(186)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents	5	(10)
Change in cash and cash equivalents	(121)	(75)
Cash and cash equivalents at beginning of period	323	392
Cash and cash equivalents at end of period	$ 202	$ 317

NATURE OF OPERATIONS AND SUMMAR

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Chemtura Corporation, together with our consolidated subsidiaries, is a global specialty chemical company dedicated to delivering innovative, performance-driven engineered specialty chemical solutions which are used as additives, ingredients or intermediates that add value to our customers' end products. We are committed to global sustainability through “greener technology” and developing engineered chemical solutions that meet our customers’ evolving needs. We operate in a wide variety of end-use industries, including automotive, building and construction, electronics, energy, lubricants, packaging and transportation. We are a leader in many of our key product lines and transact business in more than 80 countries. Our principal executive offices are located in Philadelphia, PA and Middlebury, CT. When we use the terms “Corporation,” “Company,” “Chemtura,” “Registrant,” “We,” “Us” and “Our,” unless otherwise indicated or the context otherwise requires, we are referring to Chemtura Corporation and our consolidated subsidiaries. The information in the foregoing Consolidated Financial Statements for the quarters and nine months ended September 30, 2016 and 2015 is unaudited but reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. All such adjustments are of a normal recurring nature, except as otherwise disclosed in the accompanying notes to our Consolidated Financial Statements. Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of Chemtura and our wholly-owned and majority-owned subsidiaries that we control. Other affiliates in which we have a 20% to 50% ownership interest or a non-controlling majority interest are accounted for in accordance with the equity method. Other investments in which we have less than 20% ownership are recorded at cost. All significant intercompany balances and transactions have been eliminated in consolidation. Our Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2016 are not necessarily indicative of the results expected for the full year. In accordance with the requirements of ASC 740, Income Taxes , we calculate our interim period income tax expense based upon an estimated effective tax rate for the annual period multiplied by our interim earnings (loss) before income taxes, adjusted for discrete items as necessary. Accounting Policies and Other Items Included in accounts receivable are allowances for doubtful accounts of $4 million and $2 million as of September 30, 2016 and December 31, 2015 , respectively. During the nine months ended September 30, 2016 and 2015 , we made cash interest payments of $29 million and $30 million , respectively, and cash payments for income taxes (net of refunds) of $22 million and $32 million , respectively. At September 30, 2016 , $2 million of our asset retirement obligation balance was included in accrued expenses and $15 million was included in other liabilities in our Consolidated Balance Sheet. At December 31, 2015, $1 million of asset retirement obligation balance was included in accrued expense and $15 million was included in other liabilities in our Consolidated Balance Sheet. Accounting Developments In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective on January 1, 2018. Early adoption is permitted in 2017 for calendar year entities. We currently do not intend to early adopt. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the process of assessing our current practices against the requirements of this ASU and evaluating the effect that the ASU will have on our Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. Under current U.S. GAAP, debt issuance costs are reported on the balance sheet as assets and amortized as interest expense. This ASU requires that they be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability, which is similar to the presentation of debt discounts or premiums. The costs will continue to be amortized to interest expense using the effective interest method. We adopted this guidance retrospectively during the first quarter of 2016. As a result of adoption of this guidance, total assets and total liabilities as of December 31, 2015 decreased as discussed below: December 31, 2015 (in millions) Previously reported Reclassification Current presentation Other assets $ 117 (6 ) $ 111 Total assets $ 2,366 (6 ) $ 2,360 Long-term debt $ 471 (6 ) $ 465 Total liabilities $ 1,364 (6 ) $ 1,358 Total liabilities and equity $ 2,366 (6 ) $ 2,360 In July 2015, the FASB issued ASU No. 2015-11 Simplifying the Measurement of Inventory, which requires inventory to be measured at the lower of cost and net realizable value. This new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and is to be applied prospectively. While early adoption is permitted we do not intend to early adopt these provisions. The adoption of this ASU will not have a material impact on our Consolidated Financial Statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The provisions of ASU 2016-02 are effective for fiscal years and interim periods beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the impact this accounting standard will have on our Consolidated Financial Statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which changes several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, employee tax withholding, calculation of shares for use in diluted earnings per share and classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. We have evaluated the impact of this standard based on the information available to us as of September 30, 2016 and have determined that it would not have a material impact on our Consolidated Financial Statements or related disclosures. We intend to adopt this new ASU on January 1, 2017.

MERGERS AND DIVESTITURES

MERGERS AND DIVESTITURES	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
MERGERS AND DIVESTITURES	MERGERS AND DIVESTITURES Pending merger transaction with Lanxess On September 25, 2016 , we entered into an agreement and plan of merger (the "Merger Agreement") with Lanxess Deutschland GmbH, a limited liability company under the laws of Germany ("Lanxess"), and LANXESS Additives Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Lanxess ("Merger Subsidiary"). Upon the terms, and subject to the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Chemtura (the "Merger"), with Chemtura surviving the merger in an all-cash transaction in which Chemtura stockholders will receive $33.50 in cash, without interest, per share of Chemtura common stock, which represented an 18.9% premium to the stock’s closing share price of $28.18 on September 23, 2016 , the last trading day prior to the announcement of the Merger. Chemtura and Lanxess have each made customary representations, warranties and covenants in the Merger Agreement. The Merger Agreement is subject to customary closing conditions including, among others, approval of the Merger Agreement by Chemtura stockholders, regulatory approvals and the absence of a material adverse effect on our financial condition, business, assets, liabilities or results of operations. Closing is not subject to any vote of Lanxess’s stockholders or any financing condition. The Merger Agreement contains certain termination rights for both Chemtura and Lanxess and further provides that, upon termination of the Merger Agreement under certain circumstances, including if we terminate the Merger Agreement to accept a superior proposal, we may be required to pay Lanxess a termination fee equal to $75 million as a condition to our ability to exercise our right to terminate the Merger Agreement and accept the superior proposal. We expect to file a preliminary proxy statement with the SEC regarding the Merger. The description of the Merger Agreement and the Merger herein does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed on September 26, 2016. Contemporaneous with the execution of the Merger Agreement, we entered into an agreement with SK Blue Holdings, Ltd., and Addivant USA Holdings Corp (collectively, "Addivant") that committed us to surrender our shares of Addivant preferred stock to Addivant along with a cash payment of $1 million in exchange for a modification of a non-compete agreement entered into in conjunction with the sale of our antioxidants business to Addivant in 2013. Reflecting the terms of this agreement, in the third quarter of 2016, we took a charge of $5 million which is included in merger and integration costs described below. The agreement with Addivant also provides for certain other changes to our continuing supply agreements with Addivant contingent upon the completion of the Merger. During the third quarter of 2016, we recorded $11 million of merger and integration costs, which primarily are comprised of the legal and other fees associated with the signing of the Merger Agreement and the terms of the agreement with Addivant. Chemtura AgroSolutions business divestiture In November 2014 , we sold our Chemtura AgroSolutions business to Platform Specialty Products Corporation ("Platform") under a Stock and Asset Purchase Agreement ("SAPA") for approximately $1 billion , consisting of $950 million in cash and 2 million shares of Platform's common stock. During 2015, we sold the 2 million shares of Platform common stock for net proceeds of $54 million . The purchase price was subject to customary post-closing adjustments, primarily for working capital which was settled during 2015. Under the terms of the SAPA, we retained most of the property, plant and equipment used to manufacture products of the Chemtura AgroSolutions business and continue to manufacture products for Platform under several supply agreements and a tolling agreement (collectively, the "supply agreements") with minimum terms of between two and four years. In alignment with the change in the nature of operations, we changed the name of this segment to Agrochemical Manufacturing. The supply agreements with Platform are designed to recover the cash costs incurred to manufacture the products under the agreements. Accordingly, the supply agreements are considered below-market contracts for their full term. As of September 30, 2016 , our Consolidated Balance Sheet included $155 million , which represents the remaining loss of profit, on a discounted basis, for these products over the remaining terms of the supply agreements, including contractual obligations to continue to supply for a period of up to 2 years after termination of the supply agreements. The recognition of this obligation, along with the accretion of the obligation to its undiscounted value, has been and will continue to be recorded as net sales in the Agrochemical Manufacturing segment on a straight-line basis over the term of each supply agreement based on our estimate of the timing of shipments. The recognition of this obligation will not generate cash flows during the term of the supply agreements. As of September 30, 2016 , the current and long-term portions of this obligation, on a discounted basis, were $38 million and $117 million , respectively. As of December 31, 2014, we had not transferred ownership of our wholly-owned subsidiary in Russia and our 15% investment in Certis Europe B.V. ("Certis") to Platform as provided in the SAPA due to certain pending approvals. The value ascribed to these investments as part of the purchase price was received at the closing in November 2014 . We closed on the sale of our subsidiary in Russia in January 2015 and we transferred our shares in Certis to Platform during the second quarter of 2015. Included in the loss on sale of business for the nine months ended September 30, 2015 are customary working capital and other adjustments and the sale of our wholly-owned subsidiary in Russia.

RESTRUCTURING ACTIVITIES

RESTRUCTURING ACTIVITIES	9 Months Ended
	Sep. 30, 2016
Restructuring and Related Activities [Abstract]
RESTRUCTURING ACTIVITIES	RESTRUCTURING ACTIVITIES We recorded a pre-tax charge of $1 million during the quarter ended September 30, 2016 primarily for professional fees related to the closure of the West Lafayette, Indiana facility that was initiated in February 2015. A summary of the changes in the liabilities established for restructuring programs during the nine months ended September 30, 2016 is as follows: (In millions) Severance and Related Costs Balance at December 31, 2015 $ 3 2016 charge 1 Cash payments (3 ) Balance at September 30, 2016 $ 1 At September 30, 2016 and December 31, 2015 , the balance of these reserves were included in accrued expenses in our Consolidated Balance Sheet.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES (In millions) September 30, 2016 December 31, 2015 Finished goods $ 214 $ 209 Work in process 38 38 Raw materials and supplies 76 68 $ 328 $ 315 Included in the above net inventory balances are inventory obsolescence reserves of approximately $12 million and $20 million at September 30, 2016 and December 31, 2015 , respectively.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT (In millions) September 30, 2016 December 31, 2015 Land and improvements $ 61 $ 63 Buildings and improvements 204 200 Machinery and equipment 1,256 1,201 Information systems equipment 161 161 Furniture, fixtures and other 19 19 Construction in progress 58 65 1,759 1,709 Less: accumulated depreciation 1,094 1,046 $ 665 $ 663 Depreciation expense was $19 million for the quarters ended September 30, 2016 and 2015 and $ 58 million and $ 61 million for the nine months ended September 30, 2016 and 2015 , respectively. Depreciation expense included accelerated depreciation of certain fixed assets associated with our restructuring programs of $2 million for the nine months ended September 30, 2015 .

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill was $162 million and $166 million at September 30, 2016 and December 31, 2015 , respectively. The decrease in goodwill since December 31, 2015 was due to foreign currency translation. The goodwill is allocated to the Industrial Performance Products segment. Our intangible assets, excluding goodwill, consist of Patents, Trademarks, Customer Relationships and Other Intangibles. At September 30, 2016 and December 31, 2015 , our net intangible assets were $81 million and $88 million , respectively. The decrease was primarily due to amortization expense. Amortization expense related to intangible assets was $2 million and $3 million for the quarters ended September 30, 2016 and 2015 , respectively and $6 million and $9 million for the nine months ended September 30, 2016 and 2015 , respectively.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
DEBT	DEBT Our debt is comprised of the following: (In millions) September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value 5.75% Senior Notes due 2021 $ 445 $ 473 $ 444 $ 452 Term Loan due 2016 1 1 40 40 Other borrowings 33 33 27 27 Total Debt 479 507 511 519 Less: Other short-term borrowings (12 ) (6 ) Less: Current portion of Term Loan (1 ) (40 ) Total Long-term debt $ 466 $ 465 Financing Facilities 2021 Senior Notes In July 2013, we completed a registered public offering of $450 million of 5.75% Senior Notes due 2021 (the "2021 Senior Notes"). We are permitted to redeem some or all of the 2021 Senior Notes, with the redemption prices being, prior to July 15, 2017, 104.313% of the principal amount; on or after July 15, 2017 and prior to July 15, 2018, 102.875% of the principal amount; on or after July 15, 2018 and prior to July 15, 2019, 101.438% of the principal amount; and thereafter 100% of the principal amount, in each case plus any accrued and unpaid interest to the redemption date. If we experience certain kinds of changes in control, as defined in the indenture governing the 2021 Senior Notes (the "2021 Indenture"), we may be required to offer to repurchase all of the 2021 Senior Notes at a redemption price (subject to limitations as described in the 2021 Indenture) equal to 101% of the aggregate principal amount plus accrued and unpaid interest. Our 2021 Senior Notes contain covenants that limit our ability to enter into certain transactions, such as incurring secured debt and subsidiary debt and entering into sale and lease-back transactions. Our 2021 Senior Notes are subject to certain events of default, including, among others, breach of other agreements in the 2021 Indenture; any guarantee of a significant subsidiary ceasing to be in full force and effect; a default by us or our restricted subsidiaries under any bonds, debentures, notes or other evidences of indebtedness of a certain amount, resulting in its acceleration; and certain events of bankruptcy or insolvency. Term Loan In August 2010, we entered into a senior secured term loan facility due August 2016 (the "Term Loan") with Bank of America, N.A., as administrative agent, and other lenders party thereto for an aggregate principal amount of $295 million with an original issue discount of 1% . Repayments were made on the Term Loan in 2013 and 2014 with proceeds from the 2021 Senior Notes offering, the cash proceeds from the sale of businesses and cash on hand. In May 2015, we made an additional repayment of $42 million . In June 2016, we made a payment of $39 million on the Term Loan leaving $1 million remaining outstanding at September 30, 2016 . Borrowings under the Term Loan bear interest at a rate per annum equal to, at our election, (i) 1.75% plus the Base Rate (defined as the higher of (a) the Federal Funds rate plus 0.5% ; (b) Bank of America’s published prime rate ; and (c) the Eurodollar Rate plus 1% ) or (ii) 2.75% plus the Eurodollar Rate (defined as the higher of (a) 0.75% and (b) the current LIBOR adjusted for reserve requirements). The Term Loan contains covenants that limit, among other things, our ability to enter into certain transactions, such as creating liens, incurring additional indebtedness or repaying certain indebtedness, making investments, paying dividends, and entering into acquisitions, dispositions and joint ventures. Additionally, the Term Loan requires that we meet certain financial maintenance covenants including a maximum Secured Leverage Ratio (net of unrestricted cash, as defined in the agreement) of 2.5 :1.0 and a minimum Consolidated Interest Coverage Ratio (as defined in the agreement) of 3.0 :1.0. Additionally, the Term Loan contains a covenant related to the repayment of excess cash flow (as defined in the agreement). As of September 30, 2016 , we were in compliance with the covenant requirements of the Term Loan. In July 2016, we amended our Term Loan providing for a new $1 million term loan which was borrowed to refinance the remaining balance of the Term Loan. The interest rate for the new term loan is identical to and maintains substantially identical collateral, covenants, events of default, representations and warranties and other terms as the original Term Loan, but with an extended maturity date to July 2017, a waiver of the prepayment requirements for proceeds of asset sales and annual excess cash flow, and a reduction of the annual administrative agency fee. ABL Facility In December 2013, we entered into a five -year senior secured revolving credit facility that provides for $175 million available to our domestic subsidiaries (the "US ABL Facility") and €60 million available to Chemtura Sales Europe B.V., a Netherlands subsidiary (the “Foreign ABL Facility”, and together with the US ABL Facility, the “2018 ABL Facility”), subject in each case to availability under a borrowing base. The 2018 ABL Facility provides a $125 million letter of credit sub-facility. The revolving loans under the 2018 ABL Facility will bear interest at a rate per annum which, at our option, can be either: (a) a base rate (which varies depending on the currency in which the loans are borrowed) plus a margin of between 0.50% and 1.00% for loans denominated in U.S. dollars or between 1.50% and 2.00% for loans denominated in other currencies, in each case based on the average excess availability under the 2018 ABL Facility for the preceding quarter; or (b) the current reserve adjusted Eurocurrency Rate (as defined in the agreement) plus a margin of between 1.50% and 2.00% based on the average excess availability under the 2018 ABL Facility for the preceding quarter. The 2018 ABL Facility Agreement contains certain affirmative and negative covenants (applicable to us, the other borrowing subsidiaries, the guarantors and their respective subsidiaries other than unrestricted subsidiaries), including, without limitation, covenants requiring financial reporting and notices of certain events, and covenants imposing limitations on incurrence of indebtedness and guaranties; liens; loans and investments; asset dispositions; dividends, redemptions, and repurchases of stock and prepayments, redemptions and repurchases of certain indebtedness; mergers, consolidations, acquisitions, joint ventures or creation of subsidiaries; material changes in business; transactions with affiliates; restrictions on distributions from restricted subsidiaries and granting of negative pledges; changes in accounting and reporting; sale leasebacks; and speculative transactions, and a springing financial covenant requiring a minimum trailing four quarter fixed charge coverage ratio of 1.0 to 1.0 at all times during (A) any period from the date when the amount available for borrowings under the 2018 ABL Facility falls below the greater of (i) $25 million and (ii) 10% of the aggregate commitments to the date such available amount has been equal to or greater than the greater of (i) $25 million and (ii) 10% of the aggregate commitments for 30 consecutive days, or (B) any period from the date when the amount available for borrowings under the US ABL Facility falls below the greater of (i) $18 million and (ii) 10% of the aggregate commitments under the US ABL Facility to the date such available amount has been equal to or greater than the greater of (i) $18 million and (ii) 10% of the aggregate commitments under the US ABL Facility for 30 consecutive days. At September 30, 2016 and December 31, 2015 , we had no borrowings under the 2018 ABL Facility. However, at September 30, 2016 and December 31, 2015 we had $12 million and $14 million , respectively, of outstanding letters of credit (primarily related to insurance and environmental obligations and banking credit facilities) which utilizes available capacity under the facility. At September 30, 2016 and December 31, 2015 , we had approximately $164 million and $186 million , respectively, of undrawn availability under the 2018 ABL Facility. Other Facilities In December 2012, we entered into a CNY 250 million (approximately $40 million ) 5 year secured credit facility available through December 2017 (the “China Bank Facility”) with Agricultural Bank of China, Nantong Branch (the "ABC Bank"). The China Bank Facility has been used for funding construction of our manufacturing facility in Nantong, China and is secured by land, property and machinery of our subsidiary Chemtura Advanced Materials (Nantong) Co., Ltd. The loans under the China Bank Facility bear interest at a rate determined from time to time by ABC Bank based on the prevailing People's Bank of China Lending Rate. Repayments of principal are made in semi-annual installments from December 2014 through December 2017. In January 2015, we prepaid $15 million of the China Bank Facility with proceeds from the sale of our Chemtura AgroSolutions business. At September 30, 2016 and December 31, 2015 , we had borrowings of $11 million under the China Bank Facility. We have an uncommitted revolving facility with Bank of America, N.A., Shanghai Branch for supporting the general working capital requirements of our Chinese entities. The facility currently provides for borrowings of up to $10 million . The loans under the facility bear interest at a rate determined from time to time by the bank based on the prevailing People's Bank of China Lending Rate. At September 30, 2016 and December 31, 2015 , we had borrowings of $7 million and $1 million under the facility, respectively.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We reported income tax expense of $17 million and $16 million for the quarters ended September 30, 2016 and 2015 , respectively. We reported income tax expense of $15 million and $43 million for the nine months ended September 30, 2016 and 2015 respectively. The tax expense reported for the nine months ended September 30, 2016 reflected tax expense of $3 million , recorded in the third quarter of 2016, for an increase to the valuation allowance related to our state net operating loss deferred tax asset and a tax benefit of $33 million , recorded in the first quarter of 2016, related to the pension annuity transaction which was considered a discrete item for purposes of our interim tax provision. We have net liabilities related to unrecognized tax benefits of $28 million and $27 million at September 30, 2016 and December 31, 2015 , respectively. We believe it is reasonably possible that our unrecognized tax benefits will remain unchanged within the next 12 months.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE LOSS	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
ACCUMULATED OTHER COMPREHENSIVE LOSS	ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss (“AOCL”), net of tax at September 30, 2016 and December 31, 2015 , were as follows: (in millions) Foreign Currency Translation Adjustments Unrecognized Pension and Other Post-Retirement Benefit Costs Total As of December 31, 2015 $ (141 ) $ (321 ) $ (462 ) Other comprehensive (loss) income before reclassifications (6 ) 1 (5 ) Amounts reclassified from AOCL — 132 132 Net current period other comprehensive (loss) income (6 ) 133 127 As of September 30, 2016 $ (147 ) $ (188 ) $ (335 ) The following table summarizes the reclassifications from AOCL to the Consolidated Statement of Operations for the quarters and nine months ended September 30, 2016 and 2015 : Amount Reclassified from AOCL Quarters ended September 30, Nine months ended September 30, (in millions) 2016 2015 2016 2015 Affected line item in the consolidated statement of operations Foreign currency translation items: Loss on sale of business (a) $ — $ — $ — $ (5 ) Loss on sale of business Net of tax — — — (5 ) Defined benefit pension plan items: Amortization of prior-service costs (b) 2 1 4 3 Primarily SG&A Amortization of actuarial losses (b) (3 ) (4 ) (8 ) (15 ) Primarily SG&A Pension settlement loss — — (162 ) — Pension settlement Total before tax (1 ) (3 ) (166 ) (12 ) Total tax — 3 34 4 Income tax expense Net of tax (1 ) — (132 ) (8 ) Sale of available for sale securities: Gain on sale of Platform stock — — — 2 Other (expense) income, net Total tax — — — (1 ) Income tax expense Net of tax — — — 1 Total reclassifications $ (1 ) $ — $ (132 ) $ (12 ) (a) Represents the release of the cumulative translation adjustment of our subsidiary in Russia as part of the sale of our Chemtura AgroSolutions business. (b) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and Other Post-Retirement Benefit Plans for additional information).

COMMON SHARES

COMMON SHARES	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
COMMON SHARES	COMMON SHARES The computation of basic earnings per common share is based on the weighted average number of common shares outstanding. The computation of diluted earnings per common share is based on the weighted average number of common and common share equivalents outstanding. The computation of diluted earnings per common share equals the basic earnings per common share for the nine months ended September 30, 2016 , since the common stock equivalents were anti-dilutive as a result of a loss from continuing operations. Common stock equivalents amounted to 0.8 million shares for the nine months ended September 30, 2016 . The following is a reconciliation of the shares used in the computation of earnings per share: Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Weighted average shares outstanding - Basic 63.0 67.5 64.1 68.0 Dilutive effect of common share equivalents 0.9 0.8 — 0.8 Weighted average shares outstanding - Diluted 63.9 68.3 64.1 68.8 In October 2014 , our Board of Directors (the "Board") approved a share repurchase authorization of up to $500 million conditioned upon the sale of the Chemtura AgroSolutions business (the “October 2014 Authorization”). In August 2015 , the Board authorized an increase to the October 2014 Authorization by $150 million , up to $650 million in the aggregate when combined with the October 2014 Authorization, and extended the program to December 1, 2016. During the nine months ended September 30, 2016 , we repurchased 4.5 million shares of our common stock at a cost of $116 million . As of September 30, 2016 , $54 million remained under our share repurchase program. The shares are expected to be repurchased from time to time through open market purchases. The program does not obligate us to repurchase any particular amount of common stock and may be modified or suspended at any time at the Board’s discretion. The manner, price, number and timing of such repurchases, if any, will be subject to a variety of factors, including market conditions and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). We release the value of treasury shares at the weighted average price per share when shares are issued from treasury. We do not currently anticipate undertaking further repurchases in light of our Merger Agreement with Lanxess.

STOCK INCENTIVE PLANS

STOCK INCENTIVE PLANS	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK INCENTIVE PLANS	STOCK INCENTIVE PLANS In 2010, we adopted the Chemtura Corporation 2010 Long-Term Incentive Plan (the “2010 LTIP”). The 2010 LTIP provides for grants of non-qualified stock options (“NQOs”), incentive stock options (“ISOs”), stock appreciation rights, dividend equivalent rights, stock units, bonus stock, performance awards, share awards, restricted stock, time-based restricted stock units (“RSUs”) and performance-based RSUs. The 2010 LTIP provides for the issuance of a maximum of 11 million shares. Stock options may be granted under the 2010 LTIP at prices equal to the fair market value of the underlying common shares on the date of the grant. All outstanding stock options will expire not more than ten years from the date of the grant. Stock issuances can be from treasury shares or newly issued shares. Share-based compensation expense was $3 million for the quarters ended September 30, 2016 and 2015 and $ 9 million for the nine months ended September 30, 2016 and 2015 . Stock-based compensation expense was primarily reported in SG&A. Restricted Stock Units and Performance Shares In March 2016 , the compensation and governance committee of the Board (the "Compensation Committee") approved the grant of 0.2 million time-based RSUs under the 2016 long-term incentive awards (the " 2016 Awards"). These RSUs vest ratably over a three -year period. In March 2016 , the Compensation Committee also approved the grant of 0.2 million performance shares under the 2016 Awards. The performance share grant is subject to a performance multiplier of up to 2 times the targeted award. The performance measurement period is the three calendar year period ending December 31, 2018 and the performance share metric is the relative total shareholder return against the companies comprising the Dow Jones U.S. Chemical Index. The performance shares will be settled as soon as practicable after the performance period but no later than March 15, 2019 . We used the Monte-Carlo simulation model to determine the fair value of the performance shares. Using this method, the average per share fair value of these awards was $28.89 . Total remaining unrecognized compensation expense associated with all unvested time-based RSUs and performance shares at September 30, 2016 was $13 million , which will be recognized over the weighted average period of approximately 2 years. Contingent upon the closing of the Merger, all remaining RSUs and performance shares outstanding at that time will be converted into cash awards and will continue to vest according to our current long-term incentive award plans.

PENSION AND OTHER POST-RETIREME

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	9 Months Ended
	Sep. 30, 2016
Compensation and Retirement Disclosure [Abstract]
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS Components of our defined benefit plans net periodic benefit (credit) cost for the quarters and nine months ended September 30, 2016 and 2015 are as follows: Defined Benefit Plans Qualified International and Post-Retirement U.S. Plans Non-Qualified Plans Health Care Plans Quarters ended September 30, Quarters ended September 30, Quarters ended September 30, (In millions) 2016 2015 2016 2015 2016 2015 Service cost $ — $ — $ 1 $ 1 $ — $ — Interest cost 2 6 4 4 1 1 Expected return on plan assets (4 ) (9 ) (5 ) (5 ) — — Amortization of prior service cost — — — — (2 ) (1 ) Amortization of actuarial losses 1 3 1 1 1 — Net periodic benefit cost $ (1 ) $ — $ 1 $ 1 $ — $ — Defined Benefit Plans Qualified International and Post-Retirement U.S. Plans Non-Qualified Plans Health Care Plans Nine months ended September 30, Nine months ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 2016 2015 Service cost $ — $ — $ 2 $ 2 $ — $ — Interest cost 9 18 12 13 3 3 Expected return on plan assets (16 ) (29 ) (15 ) (17 ) — — Amortization of prior service cost — — — — (4 ) (3 ) Amortization of actuarial losses 3 10 3 4 2 1 Settlement loss recognized 162 — — — — — Net periodic benefit cost $ 158 $ (1 ) $ 2 $ 2 $ 1 $ 1 On February 22, 2016, we announced that, in accordance with the selection made by Evercore Trust Company, N.A. ("Evercore Trust"), the independent fiduciary for the Chemtura Corporation Retirement Plan (the “US Qualified Plan”), our US Qualified Plan entered into a purchase agreement with Voya Retirement Insurance and Annuity Company ("Voya"), a member of the Voya Financial, Inc. family of companies, for a group annuity contract transferring payment responsibility to Voya for the pension benefits of approximately 5,000 U.S. retirees, or their designated beneficiaries, to Voya. By irrevocably transferring these pension benefit payment obligations to Voya, our overall projected pension benefit obligation has been reduced by $363 million , based on the valuation date of February 17, 2016. The annuity purchase price was $354 million and was funded by the assets of the US Qualified Plan. As a result, we recorded a pre-tax non-cash pension settlement charge of $162 million to pension settlement in the first quarter of 2016. Additionally, we contributed $35 million of cash to the US Qualified Plan during the first quarter of 2016 to maintain the US Qualified Plan’s funded status at the approximate level that existed prior to the pension annuity transaction. We also completed the evaluation as to whether additional benefit obligations existed in connection with the equalization of certain benefits under the Great Lakes U.K. Limited Pension Plan ("UK Pension Plan") that occurred in the early 1990s and pursuant to European Law requiring equal treatment of male and female members. During the first quarter of 2016, we reached a final agreement with the trustees of the UK Pension Plan as to the contribution our UK subsidiary should make to fund this benefit obligation and as a result we further reduced our previously estimated liability related to this matter. Therefore, in the first quarter of 2016, our UK subsidiary made a contribution of under $1 million to the UK Pension Plan in accordance with the agreement reached with the trustees and released the $2 million remainder of the estimated liability as a credit to SG&A. As noted above, we contributed a total of $35 million to our US qualified pension plans in the first quarter of 2016. We also contributed $2 million to our US non-qualified pension plans and $15 million to our international pension plans in the nine months ended September 30, 2016 . Contributions to post-retirement health care plans in the nine months ended September 30, 2016 were $5 million . We participate in a multi-employer pension plan that provides defined benefits to certain employees covered under a collective bargaining agreement. The projected liabilities of this plan based on the April 1, 2016 actuarial projection were $13 million and the market value of the assets were $10 million at March 31, 2016, an estimated 79.9% funded status. In May 2016, this plan was certified by its plan actuary as critical and declining. We intend to review the rehabilitation plan with the plan trustees to mitigate the risk of insolvency of this plan to the extent possible. Our contributions to this multi-employer plan for 2016 and prior years have been and are expected to continue to be insignificant. However, due to the withdrawal of certain employers from the plan and the critical and declining status, there is uncertainty regarding the impact on our future contributions, although any incremental future contributions are not expected to have a significant impact on our Consolidated Financial Statements and related disclosures.

LEGAL PROCEEDINGS AND CONTINGEN

LEGAL PROCEEDINGS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS AND CONTINGENCIES	LEGAL PROCEEDINGS AND CONTINGENCIES We are involved in claims, litigation, administrative proceedings and investigations of various types in a number of jurisdictions. A number of such matters involve, or may involve, claims for a material amount of damages and relate to or allege, among other things, environmental liabilities, including clean-up costs associated with hazardous waste disposal sites, natural resource damages, property damage and personal injury. Litigation and Claims Environmental Liabilities We are involved in environmental matters of various types in a number of jurisdictions. These matters may, from time to time, involve claims for material amounts of damages and relate to or allege environmental liabilities, including clean up costs associated with hazardous waste disposal sites and natural resource damages. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state statutes impose strict liability upon various classes of persons with respect to the costs associated with the investigation and remediation of waste disposal sites. Such persons are typically referred to as “Potentially Responsible Parties” or PRPs. Because in certain circumstances these laws have been construed to authorize the imposition of joint and several liability, the Environmental Protection Agency (“EPA”) and comparable state agencies could seek to recover all costs involving a waste disposal site from any one of the PRPs for such site, including Chemtura, despite the involvement of other PRPs. Currently, we are one of a large number of PRPs with respect to a site in which we hold the majority of the liability. Chemtura and its subsidiaries may be named as PRPs at other sites in the future. In addition, we are involved with environmental remediation and compliance activities at some of our current and former sites in the United States and abroad. Each quarter, we evaluate and review estimates for future remediation and other costs to determine appropriate environmental reserve amounts. For each site where the cost of remediation is probable and reasonably estimable, we determine the specific measures that are believed to be required to remediate the site, the estimated total cost to carry out the remediation plan, the portion of the total remediation costs to be borne by us and the anticipated time frame over which payments toward the remediation plan will occur. At sites where we expect to incur ongoing operation and maintenance expenditures, we accrue on an undiscounted basis for a period of generally 10 years those costs which we believe are probable and estimable. The total amount accrued for environmental liabilities as of September 30, 2016 and December 31, 2015 was $63 million . At September 30, 2016 and December 31, 2015 , $16 million of these environmental liabilities were reflected as accrued expenses and $47 million were reflected as other liabilities. We estimate that ongoing environmental liabilities could range up to $71 million at September 30, 2016 . Our accruals for environmental liabilities include estimates for determinable clean-up costs. We recorded pre-tax charges of $5 million for the nine months ended September 30, 2016 and made payments of $7 million during the nine months ended September 30, 2016 for clean-up costs, which reduced our environmental liabilities. At certain sites, we have contractual agreements with certain other parties to share remediation costs. As of September 30, 2016 , no receivables are outstanding related to these agreements. At a number of these sites, the extent of contamination has not yet been fully investigated or the final scope of remediation is not yet determinable. We intend to assert all meritorious legal defenses and will pursue other equitable factors that are available with respect to these matters. However, the final cost of clean-up at these sites could exceed our present estimates, and could have, individually or in the aggregate, a material adverse effect on our financial condition, results of operations, or cash flows. Our estimates for environmental remediation liabilities may change in the future as the extent of contamination is further investigated, should additional sites be identified, further remediation measures be required or undertaken, current laws and regulations be modified or additional environmental laws and regulations be enacted, and as negotiations with respect to certain sites are finalized. Other We are routinely subject to civil claims, litigations, arbitrations, and regulatory investigations arising in the ordinary course of our business, as well as in respect of our divested businesses. Some of these claims and litigations relate to product liability claims, including claims related to our current and historical products of our corporate affiliates and predecessors. Guarantees In addition to the letters of credit of $12 million and $14 million , respectively, outstanding at September 30, 2016 and December 31, 2015 , we have guarantees that have been provided to various financial institutions. At September 30, 2016 and December 31, 2015 , we had $6 million of outstanding guarantees, respectively. The letters of credit and guarantees were primarily related to liabilities for insurance and environmental obligations, banking and credit facilities, vendor deposits and European value added tax (“VAT”) obligations. In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on our behalf or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation, claims or environmental matters relating to our past performance. For any losses that we believe are probable and estimable, we have accrued for such amounts in our Consolidated Balance Sheets.

BUSINESS SEGMENT DATA

BUSINESS SEGMENT DATA	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
BUSINESS SEGMENT DATA	BUSINESS SEGMENT DATA We evaluate a segment’s performance based on several factors, of which the primary factor is operating income (loss). In computing operating income (loss) by segment, the following items have not been deducted: (1) general corporate expense; (2) amortization; (3) facility closures, severance and related costs; (4) merger and integration costs; (5) gain or loss on sale of business; (6) impairment charges; and (7) pension settlement charge. Pursuant to ASC Topic 280, Segment Reporting (“ASC 280”), these items have been excluded from our reporting segment presentation of operating income (loss) because they are not reported to the chief operating decision maker for purposes of allocating resources among reporting segments or assessing segment performance. Industrial Performance Products Industrial Performance Products are engineered solutions for our customers’ specialty chemical needs. Industrial Performance Products include petroleum additives that provide detergency, friction modification and corrosion protection in automotive lubricants, greases, refrigeration and turbine lubricants as well as synthetic lubricant base-stocks and greases; castable urethane prepolymers engineered to provide superior abrasion resistance and durability in many industrial and recreational applications; and polyurethane dispersions and urethane prepolymers used in various types of coatings such as clear floor finishes, high-gloss paints and textiles treatments. These products are sold directly to manufacturers and through distribution channels. Industrial Engineered Products Industrial Engineered Products are chemical additives designed to improve the performance of polymers in their end-use applications. Industrial Engineered Products include brominated performance products, flame retardants, fumigants and organometallics. The products are sold across the entire value chain ranging from direct sales to monomer producers, polymer manufacturers, compounders and fabricators, manufacturers of electronic components, fine chemical manufacturers, utilities, pharmaceutical manufactures and oilfield service companies to industry distributors. Agrochemical Manufacturing Our Agrochemical Manufacturing segment represents continuing supply agreements with Platform with minimum terms of between two and four years. The supply agreements with Platform are designed to recover the cash costs incurred to manufacture the products under the agreements. Due to these economics, the supply agreements are considered below-market contracts for their full term and therefore, an obligation was recorded, on a discounted basis, which represents the remaining loss of profit on these products over the remaining terms of the supply agreements, including contractual obligations to continue to supply for a period of up to 2 years after the termination of the contracts. The recognition of this obligation, along with the accretion of the obligation to its undiscounted value, has been and will continue to be recorded as net sales in the Agrochemical Manufacturing segment on a straight-line basis over the term of each supply agreement based on our estimate of the timing of shipments. The recognition of this obligation will not generate cash flows during the term of the supply agreements. Corporate and Other Charges Corporate includes costs and expenses that are of a general corporate nature or managed on a corporate basis. These costs (net of allocations to the business segments) primarily represent corporate stewardship and administration activities together with costs associated with legacy activities and intangible asset amortization. Functional costs are allocated between the business segments and general corporate expense. Facility closures, severance and related costs are primarily for severance costs related to our cost savings initiatives. Merger and integration costs primarily are comprised of legal and other fees associated with the signing of the Merger Agreement with Lanxess and the charge related to the modification of the non-compete agreement with Addivant. The loss on sale of business primarily represents the settlement of working capital and other adjustments which occurred in 2015 related to the sale of our Chemtura AgroSolutions business in 2014. The pension settlement related to the transfer of certain pension benefit obligations to Voya which occurred in the first quarter of 2016. A summary of business data for our reportable segments for the quarters and nine months ended September 30, 2016 and 2015 are as follows: Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Net Sales Petroleum additives $ 140 $ 156 $ 445 $ 473 Urethanes 63 70 190 215 Industrial Performance Products 203 226 635 688 Bromine based & related products 142 144 425 441 Organometallics 42 37 122 112 Industrial Engineered Products 184 181 547 553 Agrochemical Manufacturing 27 37 87 105 Total net sales $ 414 $ 444 $ 1,269 $ 1,346 Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Operating Income Industrial Performance Products $ 41 $ 37 $ 122 $ 111 Industrial Engineered Products 28 24 71 41 Agrochemical Manufacturing 9 9 28 27 78 70 221 179 General corporate expense, including amortization (14 ) (15 ) (40 ) (47 ) Facility closures, severance and related costs (1 ) (1 ) (1 ) (2 ) Merger and integration costs (11 ) — (11 ) — Loss on sale of business (1 ) (1 ) (1 ) (4 ) Impairment charges — — (1 ) — Pension settlement — — (162 ) — Total operating income $ 51 $ 53 $ 5 $ 126

GUARANTOR CONDENSED CONSOLIDATI

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	9 Months Ended
	Sep. 30, 2016
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA Our obligations under the 2021 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries, that guarantee any indebtedness of Chemtura or our restricted subsidiaries. Our subsidiaries that do not guarantee the 2021 Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidating Financial Data presented below presents the statements of operations, statements of comprehensive income (loss), balance sheets and statements of cash flows for: (i) Chemtura Corporation (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Chemtura historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone. Condensed Consolidating Statement of Operations Quarter ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 414 $ (317 ) $ 263 $ 85 $ 383 Cost of goods sold 289 (317 ) 186 80 340 Selling, general and administrative 35 — 22 2 11 Depreciation and amortization 21 — 5 7 9 Research and development 5 — 4 — 1 Facility closures, severance and related costs 1 — — 1 — Merger and integration costs 11 — 11 — — Loss on sale of business 1 — — — 1 Operating income (loss) 51 — 35 (5 ) 21 Interest expense (8 ) — (9 ) — 1 Other (expense) income, net (1 ) — (2 ) — 1 Equity in net earnings of subsidiaries — (8 ) 8 — — Earnings (loss) before income taxes 42 (8 ) 32 (5 ) 23 Income tax expense (17 ) — (7 ) (1 ) (9 ) Net earnings (loss) $ 25 $ (8 ) $ 25 $ (6 ) $ 14 Condensed Consolidating Statement of Operations Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 1,269 $ (979 ) $ 807 $ 268 $ 1,173 Cost of goods sold 904 (979 ) 614 222 1,047 Selling, general and administrative 105 — 66 6 33 Depreciation and amortization 64 — 16 21 27 Research and development 15 — 10 1 4 Facility closures, severance and related costs 1 — — 1 — Merger and integration costs 11 — 11 — — Loss on sale of business 1 — — — 1 Impairment charges 1 — — 1 — Pension settlement 162 — 162 — — Operating income (loss) 5 — (72 ) 16 61 Interest expense (24 ) — (25 ) — 1 Other (expense) income, net (3 ) — (13 ) 7 3 Equity in net earnings of subsidiaries — (66 ) 66 — — (Loss) earnings before income taxes (22 ) (66 ) (44 ) 23 65 Income tax (expense) benefit (15 ) — 7 (2 ) (20 ) Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45 Condensed Consolidating Statement of Comprehensive Income (Loss) Quarter ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings (loss) $ 25 $ (8 ) $ 25 $ (6 ) $ 14 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (3 ) — 2 — (5 ) Pension and other post-retirement benefit costs 1 — — — 1 Comprehensive income (loss) $ 23 $ (8 ) $ 27 $ (6 ) $ 10 Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (6 ) — 5 — (11 ) Pension and other post-retirement benefit costs 133 — 131 — 2 Comprehensive income (loss) $ 90 $ (66 ) $ 99 $ 21 $ 36 Condensed Consolidating Balance Sheet As of September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries ASSETS Current assets $ 883 $ — $ 272 $ 94 $ 517 Intercompany receivables — (1,587 ) 527 238 822 Investment in subsidiaries — (4,772 ) 831 1,132 2,809 Property, plant and equipment 665 — 112 227 326 Goodwill 162 — 93 3 66 Other assets 516 — 402 26 88 Total assets $ 2,226 $ (6,359 ) $ 2,237 $ 1,720 $ 4,628 LIABILITIES AND EQUITY Current liabilities $ 319 $ — $ 143 $ 33 $ 143 Intercompany payables — (1,587 ) 406 475 706 Long-term debt 466 — 456 — 10 Other long-term liabilities 457 — 248 71 138 Total liabilities 1,242 (1,587 ) 1,253 579 997 Total equity 984 (4,772 ) 984 1,141 3,631 Total liabilities and equity $ 2,226 $ (6,359 ) $ 2,237 $ 1,720 $ 4,628 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Increase (decrease) to cash CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45 Adjustments to reconcile net (loss) earnings to net cash provided by operations: Loss on sale of business 1 — — — 1 Merger and integration costs 4 — 4 — — Below market contract obligation (29 ) — (27 ) — (2 ) Pension settlement 162 — 162 — — Depreciation and amortization 64 — 16 21 27 Share-based compensation expense 9 — 9 — — Other non-cash transactions 1 — — 1 — Changes in assets and liabilities, net (88 ) 66 (95 ) (15 ) (44 ) Net cash provided by operations 87 — 32 28 27 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (62 ) — (12 ) (28 ) (22 ) Net cash used in investing activities (62 ) — (12 ) (28 ) (22 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments on long term debt (41 ) — (40 ) — (1 ) Proceeds from short-term borrowings, net 6 — — — 6 Common shares acquired (116 ) — (116 ) — — Net cash (used in) provided by financing activities (151 ) — (156 ) — 5 CASH AND CASH EQUIVALENTS Effect of exchange rates on cash and cash equivalents 5 — — — 5 Change in cash and cash equivalents (121 ) — (136 ) — 15 Cash and cash equivalents at beginning of period 323 — 171 — 152 Cash and cash equivalents at end of period $ 202 $ — $ 35 $ — $ 167 Condensed Consolidating Statement of Operations Quarter ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 444 $ (314 ) $ 289 $ 90 $ 379 Cost of goods sold 327 (314 ) 226 72 343 Selling, general and administrative 36 — 22 3 11 Depreciation and amortization 22 — 5 8 9 Research and development 4 — 2 1 1 Facility closures, severance and related costs 1 — — 1 — Loss on sale of business 1 — 1 — — Operating income 53 — 33 5 15 Interest expense (7 ) — (8 ) — 1 Other income (expense), net 1 — (5 ) — 6 Equity in net earnings of subsidiaries — (20 ) 20 — — Earnings before income taxes 47 (20 ) 40 5 22 Income tax (expense) benefit (16 ) — (9 ) 2 (9 ) Net earnings $ 31 $ (20 ) $ 31 $ 7 $ 13 Condensed Consolidating Statement of Operations Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 1,346 $ (1,013 ) $ 882 $ 297 $ 1,180 Cost of goods sold 1,017 (1,013 ) 731 232 1,067 Selling, general and administrative 113 — 71 9 33 Depreciation and amortization 70 — 16 28 26 Research and development 15 — 8 3 4 Facility closures, severance and related costs 2 — — 3 (1 ) Loss (gain) on sale of business 4 — 13 — (9 ) Equity income (1 ) — (1 ) — — Operating income 126 — 44 22 60 Interest expense (23 ) — (25 ) — 2 Other income, net 10 — 4 2 4 Equity in net earnings of subsidiaries — (65 ) 65 — — Earnings before income taxes 113 (65 ) 88 24 66 Income tax (expense) benefit (43 ) — (18 ) 2 (27 ) Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Condensed Consolidating Statement of Comprehensive Income (Loss) Quarter ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings $ 31 $ (20 ) $ 31 $ 7 $ 13 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (21 ) — 4 — (25 ) Pension and other post-retirement benefit costs (2 ) — (3 ) — 1 Comprehensive income (loss) $ 8 $ (20 ) $ 32 $ 7 $ (11 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (39 ) — 15 — (54 ) Pension and other post-retirement benefit costs 1 — (2 ) — 3 Unrealized gain on available for sale securities 5 — 5 — — Comprehensive income (loss) $ 37 $ (65 ) $ 88 $ 26 $ (12 ) Condensed Consolidating Balance Sheet As of December 31, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries ASSETS Current assets $ 978 $ — $ 402 $ 108 $ 468 Intercompany receivables — (1,610 ) 541 223 846 Investment in subsidiaries — (4,799 ) 782 1,135 2,882 Property, plant and equipment 663 — 112 221 330 Goodwill 166 — 93 3 70 Other assets 553 — 440 29 84 Total assets $ 2,360 $ (6,409 ) $ 2,370 $ 1,719 $ 4,680 LIABILITIES AND EQUITY Current liabilities $ 361 $ — $ 180 $ 41 $ 140 Intercompany payables — (1,610 ) 407 488 715 Long-term debt 465 — 455 — 10 Other long-term liabilities 532 — 326 71 135 Total liabilities 1,358 (1,610 ) 1,368 600 1,000 Total equity 1,002 (4,799 ) 1,002 1,119 3,680 Total liabilities and equity $ 2,360 $ (6,409 ) $ 2,370 $ 1,719 $ 4,680 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Increase (decrease) to cash CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Adjustments to reconcile net earnings to net cash provided by operations: Loss (gain) on sale of business 4 — 13 — (9 ) Below market contract obligation (29 ) — (27 ) — (2 ) Depreciation and amortization 70 — 16 28 26 Share-based compensation expense 9 — 9 — — Changes in assets and liabilities, net (7 ) 65 (46 ) (31 ) 5 Net cash provided by operations 117 — 35 23 59 CASH FLOWS FROM INVESTING ACTIVITIES Net proceeds from divestments 3 — 4 — (1 ) Sale of Platform Specialty Products Corporation shares 54 — 54 — — Capital expenditures (53 ) — (9 ) (23 ) (21 ) Net cash provided by (used in) investing activities 4 — 49 (23 ) (22 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments on long term debt (59 ) — (43 ) — (16 ) Common shares acquired (140 ) — (140 ) — — Proceeds from exercise of stock options 13 — 13 — — Net cash used in financing activities (186 ) — (170 ) — (16 ) CASH AND CASH EQUIVALENTS Effect of exchange rates on cash and cash equivalents (10 ) — — — (10 ) Change in cash and cash equivalents (75 ) — (86 ) — 11 Cash and cash equivalents at beginning of period 392 — 227 — 165 Cash and cash equivalents at end of period $ 317 $ — $ 141 $ — $ 176

NATURE OF OPERATIONS AND SUMM22

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of Chemtura and our wholly-owned and majority-owned subsidiaries that we control. Other affiliates in which we have a 20% to 50% ownership interest or a non-controlling majority interest are accounted for in accordance with the equity method. Other investments in which we have less than 20% ownership are recorded at cost. All significant intercompany balances and transactions have been eliminated in consolidation. Our Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2016 are not necessarily indicative of the results expected for the full year. In accordance with the requirements of ASC 740, Income Taxes , we calculate our interim period income tax expense based upon an estimated effective tax rate for the annual period multiplied by our interim earnings (loss) before income taxes, adjusted for discrete items as necessary.
Accounting Developments	Accounting Developments In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective on January 1, 2018. Early adoption is permitted in 2017 for calendar year entities. We currently do not intend to early adopt. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the process of assessing our current practices against the requirements of this ASU and evaluating the effect that the ASU will have on our Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. Under current U.S. GAAP, debt issuance costs are reported on the balance sheet as assets and amortized as interest expense. This ASU requires that they be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability, which is similar to the presentation of debt discounts or premiums. The costs will continue to be amortized to interest expense using the effective interest method. We adopted this guidance retrospectively during the first quarter of 2016. As a result of adoption of this guidance, total assets and total liabilities as of December 31, 2015 decreased as discussed below: December 31, 2015 (in millions) Previously reported Reclassification Current presentation Other assets $ 117 (6 ) $ 111 Total assets $ 2,366 (6 ) $ 2,360 Long-term debt $ 471 (6 ) $ 465 Total liabilities $ 1,364 (6 ) $ 1,358 Total liabilities and equity $ 2,366 (6 ) $ 2,360 In July 2015, the FASB issued ASU No. 2015-11 Simplifying the Measurement of Inventory, which requires inventory to be measured at the lower of cost and net realizable value. This new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and is to be applied prospectively. While early adoption is permitted we do not intend to early adopt these provisions. The adoption of this ASU will not have a material impact on our Consolidated Financial Statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases , which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The provisions of ASU 2016-02 are effective for fiscal years and interim periods beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the impact this accounting standard will have on our Consolidated Financial Statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which changes several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, employee tax withholding, calculation of shares for use in diluted earnings per share and classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. We have evaluated the impact of this standard based on the information available to us as of September 30, 2016 and have determined that it would not have a material impact on our Consolidated Financial Statements or related disclosures. We intend to adopt this new ASU on January 1, 2017.

NATURE OF OPERATIONS AND SUMM23

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Schedule of balance sheet classification of deferred taxes	As a result of adoption of this guidance, total assets and total liabilities as of December 31, 2015 decreased as discussed below: December 31, 2015 (in millions) Previously reported Reclassification Current presentation Other assets $ 117 (6 ) $ 111 Total assets $ 2,366 (6 ) $ 2,360 Long-term debt $ 471 (6 ) $ 465 Total liabilities $ 1,364 (6 ) $ 1,358 Total liabilities and equity $ 2,366 (6 ) $ 2,360

RESTRUCTURING ACTIVITIES (Table

RESTRUCTURING ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 2016
Restructuring and Related Activities [Abstract]
Summary of changes in liabilities established for restructuring programs	A summary of the changes in the liabilities established for restructuring programs during the nine months ended September 30, 2016 is as follows: (In millions) Severance and Related Costs Balance at December 31, 2015 $ 3 2016 charge 1 Cash payments (3 ) Balance at September 30, 2016 $ 1

INVENTORIES (Tables)

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Components of inventories	(In millions) September 30, 2016 December 31, 2015 Finished goods $ 214 $ 209 Work in process 38 38 Raw materials and supplies 76 68 $ 328 $ 315

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	(In millions) September 30, 2016 December 31, 2015 Land and improvements $ 61 $ 63 Buildings and improvements 204 200 Machinery and equipment 1,256 1,201 Information systems equipment 161 161 Furniture, fixtures and other 19 19 Construction in progress 58 65 1,759 1,709 Less: accumulated depreciation 1,094 1,046 $ 665 $ 663

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Schedule of debt	Our debt is comprised of the following: (In millions) September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value 5.75% Senior Notes due 2021 $ 445 $ 473 $ 444 $ 452 Term Loan due 2016 1 1 40 40 Other borrowings 33 33 27 27 Total Debt 479 507 511 519 Less: Other short-term borrowings (12 ) (6 ) Less: Current portion of Term Loan (1 ) (40 ) Total Long-term debt $ 466 $ 465

ACCUMULATED OTHER COMPREHENSI28

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Schedule of components of accumulated other comprehensive loss ("AOCL"), net of tax	The components of accumulated other comprehensive loss (“AOCL”), net of tax at September 30, 2016 and December 31, 2015 , were as follows: (in millions) Foreign Currency Translation Adjustments Unrecognized Pension and Other Post-Retirement Benefit Costs Total As of December 31, 2015 $ (141 ) $ (321 ) $ (462 ) Other comprehensive (loss) income before reclassifications (6 ) 1 (5 ) Amounts reclassified from AOCL — 132 132 Net current period other comprehensive (loss) income (6 ) 133 127 As of September 30, 2016 $ (147 ) $ (188 ) $ (335 )
Summary of reclassifications from AOCL to the Consolidated Statement of Operations	The following table summarizes the reclassifications from AOCL to the Consolidated Statement of Operations for the quarters and nine months ended September 30, 2016 and 2015 : Amount Reclassified from AOCL Quarters ended September 30, Nine months ended September 30, (in millions) 2016 2015 2016 2015 Affected line item in the consolidated statement of operations Foreign currency translation items: Loss on sale of business (a) $ — $ — $ — $ (5 ) Loss on sale of business Net of tax — — — (5 ) Defined benefit pension plan items: Amortization of prior-service costs (b) 2 1 4 3 Primarily SG&A Amortization of actuarial losses (b) (3 ) (4 ) (8 ) (15 ) Primarily SG&A Pension settlement loss — — (162 ) — Pension settlement Total before tax (1 ) (3 ) (166 ) (12 ) Total tax — 3 34 4 Income tax expense Net of tax (1 ) — (132 ) (8 ) Sale of available for sale securities: Gain on sale of Platform stock — — — 2 Other (expense) income, net Total tax — — — (1 ) Income tax expense Net of tax — — — 1 Total reclassifications $ (1 ) $ — $ (132 ) $ (12 ) (a) Represents the release of the cumulative translation adjustment of our subsidiary in Russia as part of the sale of our Chemtura AgroSolutions business. (b) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and Other Post-Retirement Benefit Plans for additional information).

COMMON SHARES (Tables)

COMMON SHARES (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of reconciliation of the shares used in computation of earnings per share	The following is a reconciliation of the shares used in the computation of earnings per share: Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Weighted average shares outstanding - Basic 63.0 67.5 64.1 68.0 Dilutive effect of common share equivalents 0.9 0.8 — 0.8 Weighted average shares outstanding - Diluted 63.9 68.3 64.1 68.8

PENSION AND OTHER POST-RETIRE30

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2016
Compensation and Retirement Disclosure [Abstract]
Components of the entity's defined benefit plans net periodic benefit (credit) cost	Components of our defined benefit plans net periodic benefit (credit) cost for the quarters and nine months ended September 30, 2016 and 2015 are as follows: Defined Benefit Plans Qualified International and Post-Retirement U.S. Plans Non-Qualified Plans Health Care Plans Quarters ended September 30, Quarters ended September 30, Quarters ended September 30, (In millions) 2016 2015 2016 2015 2016 2015 Service cost $ — $ — $ 1 $ 1 $ — $ — Interest cost 2 6 4 4 1 1 Expected return on plan assets (4 ) (9 ) (5 ) (5 ) — — Amortization of prior service cost — — — — (2 ) (1 ) Amortization of actuarial losses 1 3 1 1 1 — Net periodic benefit cost $ (1 ) $ — $ 1 $ 1 $ — $ — Defined Benefit Plans Qualified International and Post-Retirement U.S. Plans Non-Qualified Plans Health Care Plans Nine months ended September 30, Nine months ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 2016 2015 Service cost $ — $ — $ 2 $ 2 $ — $ — Interest cost 9 18 12 13 3 3 Expected return on plan assets (16 ) (29 ) (15 ) (17 ) — — Amortization of prior service cost — — — — (4 ) (3 ) Amortization of actuarial losses 3 10 3 4 2 1 Settlement loss recognized 162 — — — — — Net periodic benefit cost $ 158 $ (1 ) $ 2 $ 2 $ 1 $ 1

BUSINESS SEGMENT DATA (Tables)

BUSINESS SEGMENT DATA (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Summary of business data for reportable segments	A summary of business data for our reportable segments for the quarters and nine months ended September 30, 2016 and 2015 are as follows: Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Net Sales Petroleum additives $ 140 $ 156 $ 445 $ 473 Urethanes 63 70 190 215 Industrial Performance Products 203 226 635 688 Bromine based & related products 142 144 425 441 Organometallics 42 37 122 112 Industrial Engineered Products 184 181 547 553 Agrochemical Manufacturing 27 37 87 105 Total net sales $ 414 $ 444 $ 1,269 $ 1,346 Quarters ended September 30, Nine months ended September 30, (In millions) 2016 2015 2016 2015 Operating Income Industrial Performance Products $ 41 $ 37 $ 122 $ 111 Industrial Engineered Products 28 24 71 41 Agrochemical Manufacturing 9 9 28 27 78 70 221 179 General corporate expense, including amortization (14 ) (15 ) (40 ) (47 ) Facility closures, severance and related costs (1 ) (1 ) (1 ) (2 ) Merger and integration costs (11 ) — (11 ) — Loss on sale of business (1 ) (1 ) (1 ) (4 ) Impairment charges — — (1 ) — Pension settlement — — (162 ) — Total operating income $ 51 $ 53 $ 5 $ 126

GUARANTOR CONDENSED CONSOLIDA32

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Tables)	9 Months Ended
	Sep. 30, 2016
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA
Schedule of condensed consolidating statement of operations	Condensed Consolidating Statement of Operations Quarter ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 444 $ (314 ) $ 289 $ 90 $ 379 Cost of goods sold 327 (314 ) 226 72 343 Selling, general and administrative 36 — 22 3 11 Depreciation and amortization 22 — 5 8 9 Research and development 4 — 2 1 1 Facility closures, severance and related costs 1 — — 1 — Loss on sale of business 1 — 1 — — Operating income 53 — 33 5 15 Interest expense (7 ) — (8 ) — 1 Other income (expense), net 1 — (5 ) — 6 Equity in net earnings of subsidiaries — (20 ) 20 — — Earnings before income taxes 47 (20 ) 40 5 22 Income tax (expense) benefit (16 ) — (9 ) 2 (9 ) Net earnings $ 31 $ (20 ) $ 31 $ 7 $ 13 Condensed Consolidating Statement of Operations Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 1,346 $ (1,013 ) $ 882 $ 297 $ 1,180 Cost of goods sold 1,017 (1,013 ) 731 232 1,067 Selling, general and administrative 113 — 71 9 33 Depreciation and amortization 70 — 16 28 26 Research and development 15 — 8 3 4 Facility closures, severance and related costs 2 — — 3 (1 ) Loss (gain) on sale of business 4 — 13 — (9 ) Equity income (1 ) — (1 ) — — Operating income 126 — 44 22 60 Interest expense (23 ) — (25 ) — 2 Other income, net 10 — 4 2 4 Equity in net earnings of subsidiaries — (65 ) 65 — — Earnings before income taxes 113 (65 ) 88 24 66 Income tax (expense) benefit (43 ) — (18 ) 2 (27 ) Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Condensed Consolidating Statement of Operations Quarter ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 414 $ (317 ) $ 263 $ 85 $ 383 Cost of goods sold 289 (317 ) 186 80 340 Selling, general and administrative 35 — 22 2 11 Depreciation and amortization 21 — 5 7 9 Research and development 5 — 4 — 1 Facility closures, severance and related costs 1 — — 1 — Merger and integration costs 11 — 11 — — Loss on sale of business 1 — — — 1 Operating income (loss) 51 — 35 (5 ) 21 Interest expense (8 ) — (9 ) — 1 Other (expense) income, net (1 ) — (2 ) — 1 Equity in net earnings of subsidiaries — (8 ) 8 — — Earnings (loss) before income taxes 42 (8 ) 32 (5 ) 23 Income tax expense (17 ) — (7 ) (1 ) (9 ) Net earnings (loss) $ 25 $ (8 ) $ 25 $ (6 ) $ 14 Condensed Consolidating Statement of Operations Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net sales $ 1,269 $ (979 ) $ 807 $ 268 $ 1,173 Cost of goods sold 904 (979 ) 614 222 1,047 Selling, general and administrative 105 — 66 6 33 Depreciation and amortization 64 — 16 21 27 Research and development 15 — 10 1 4 Facility closures, severance and related costs 1 — — 1 — Merger and integration costs 11 — 11 — — Loss on sale of business 1 — — — 1 Impairment charges 1 — — 1 — Pension settlement 162 — 162 — — Operating income (loss) 5 — (72 ) 16 61 Interest expense (24 ) — (25 ) — 1 Other (expense) income, net (3 ) — (13 ) 7 3 Equity in net earnings of subsidiaries — (66 ) 66 — — (Loss) earnings before income taxes (22 ) (66 ) (44 ) 23 65 Income tax (expense) benefit (15 ) — 7 (2 ) (20 ) Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45
Schedule of condensed consolidating statement of comprehensive income (loss)	Condensed Consolidating Statement of Comprehensive Income (Loss) Quarter ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings $ 31 $ (20 ) $ 31 $ 7 $ 13 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (21 ) — 4 — (25 ) Pension and other post-retirement benefit costs (2 ) — (3 ) — 1 Comprehensive income (loss) $ 8 $ (20 ) $ 32 $ 7 $ (11 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (39 ) — 15 — (54 ) Pension and other post-retirement benefit costs 1 — (2 ) — 3 Unrealized gain on available for sale securities 5 — 5 — — Comprehensive income (loss) $ 37 $ (65 ) $ 88 $ 26 $ (12 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Quarter ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net earnings (loss) $ 25 $ (8 ) $ 25 $ (6 ) $ 14 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (3 ) — 2 — (5 ) Pension and other post-retirement benefit costs 1 — — — 1 Comprehensive income (loss) $ 23 $ (8 ) $ 27 $ (6 ) $ 10 Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45 Other comprehensive income (loss), net of tax Foreign currency translation adjustments (6 ) — 5 — (11 ) Pension and other post-retirement benefit costs 133 — 131 — 2 Comprehensive income (loss) $ 90 $ (66 ) $ 99 $ 21 $ 36
Schedule of condensed consolidating balance sheet	Condensed Consolidating Balance Sheet As of September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries ASSETS Current assets $ 883 $ — $ 272 $ 94 $ 517 Intercompany receivables — (1,587 ) 527 238 822 Investment in subsidiaries — (4,772 ) 831 1,132 2,809 Property, plant and equipment 665 — 112 227 326 Goodwill 162 — 93 3 66 Other assets 516 — 402 26 88 Total assets $ 2,226 $ (6,359 ) $ 2,237 $ 1,720 $ 4,628 LIABILITIES AND EQUITY Current liabilities $ 319 $ — $ 143 $ 33 $ 143 Intercompany payables — (1,587 ) 406 475 706 Long-term debt 466 — 456 — 10 Other long-term liabilities 457 — 248 71 138 Total liabilities 1,242 (1,587 ) 1,253 579 997 Total equity 984 (4,772 ) 984 1,141 3,631 Total liabilities and equity $ 2,226 $ (6,359 ) $ 2,237 $ 1,720 $ 4,628 Condensed Consolidating Balance Sheet As of December 31, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries ASSETS Current assets $ 978 $ — $ 402 $ 108 $ 468 Intercompany receivables — (1,610 ) 541 223 846 Investment in subsidiaries — (4,799 ) 782 1,135 2,882 Property, plant and equipment 663 — 112 221 330 Goodwill 166 — 93 3 70 Other assets 553 — 440 29 84 Total assets $ 2,360 $ (6,409 ) $ 2,370 $ 1,719 $ 4,680 LIABILITIES AND EQUITY Current liabilities $ 361 $ — $ 180 $ 41 $ 140 Intercompany payables — (1,610 ) 407 488 715 Long-term debt 465 — 455 — 10 Other long-term liabilities 532 — 326 71 135 Total liabilities 1,358 (1,610 ) 1,368 600 1,000 Total equity 1,002 (4,799 ) 1,002 1,119 3,680 Total liabilities and equity $ 2,360 $ (6,409 ) $ 2,370 $ 1,719 $ 4,680
Schedule of condensed consolidating statement of cash flows	Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2015 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Increase (decrease) to cash CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 70 $ (65 ) $ 70 $ 26 $ 39 Adjustments to reconcile net earnings to net cash provided by operations: Loss (gain) on sale of business 4 — 13 — (9 ) Below market contract obligation (29 ) — (27 ) — (2 ) Depreciation and amortization 70 — 16 28 26 Share-based compensation expense 9 — 9 — — Changes in assets and liabilities, net (7 ) 65 (46 ) (31 ) 5 Net cash provided by operations 117 — 35 23 59 CASH FLOWS FROM INVESTING ACTIVITIES Net proceeds from divestments 3 — 4 — (1 ) Sale of Platform Specialty Products Corporation shares 54 — 54 — — Capital expenditures (53 ) — (9 ) (23 ) (21 ) Net cash provided by (used in) investing activities 4 — 49 (23 ) (22 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments on long term debt (59 ) — (43 ) — (16 ) Common shares acquired (140 ) — (140 ) — — Proceeds from exercise of stock options 13 — 13 — — Net cash used in financing activities (186 ) — (170 ) — (16 ) CASH AND CASH EQUIVALENTS Effect of exchange rates on cash and cash equivalents (10 ) — — — (10 ) Change in cash and cash equivalents (75 ) — (86 ) — 11 Cash and cash equivalents at beginning of period 392 — 227 — 165 Cash and cash equivalents at end of period $ 317 $ — $ 141 $ — $ 176 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2016 (In millions) Consolidated Eliminations Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Increase (decrease) to cash CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) earnings $ (37 ) $ (66 ) $ (37 ) $ 21 $ 45 Adjustments to reconcile net (loss) earnings to net cash provided by operations: Loss on sale of business 1 — — — 1 Merger and integration costs 4 — 4 — — Below market contract obligation (29 ) — (27 ) — (2 ) Pension settlement 162 — 162 — — Depreciation and amortization 64 — 16 21 27 Share-based compensation expense 9 — 9 — — Other non-cash transactions 1 — — 1 — Changes in assets and liabilities, net (88 ) 66 (95 ) (15 ) (44 ) Net cash provided by operations 87 — 32 28 27 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (62 ) — (12 ) (28 ) (22 ) Net cash used in investing activities (62 ) — (12 ) (28 ) (22 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments on long term debt (41 ) — (40 ) — (1 ) Proceeds from short-term borrowings, net 6 — — — 6 Common shares acquired (116 ) — (116 ) — — Net cash (used in) provided by financing activities (151 ) — (156 ) — 5 CASH AND CASH EQUIVALENTS Effect of exchange rates on cash and cash equivalents 5 — — — 5 Change in cash and cash equivalents (121 ) — (136 ) — 15 Cash and cash equivalents at beginning of period 323 — 171 — 152 Cash and cash equivalents at end of period $ 202 $ — $ 35 $ — $ 167

NATURE OF OPERATIONS AND SUMM33

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Sep. 30, 2016country
Minimum
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of countries in which Entity operates (more than)	80

NATURE OF OPERATIONS AND SUMM34

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting Policies and Other Items (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Cash Flows
Allowances for doubtful accounts	$ 4		$ 2
Interest paid	29	$ 30
Income taxes (net of refunds)	22	$ 32
Asset Retirement Obligation
Asset retirement obligations included in accrued expenses	2		1
Asset retirement obligations included in other liabilities	$ 15		$ 15

NATURE OF OPERATIONS AND SUMM35

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting Developments (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
New Accounting Pronouncement, Early Adoption [Line Items]
Total assets	$ 2,226	$ 2,360
Long-term debt	466	465
Total liabilities	1,242	1,358
Total liabilities and equity	$ 2,226	2,360
New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncement, Early Adoption [Line Items]
Other assets		111
Total assets		2,360
Long-term debt		465
Total liabilities		1,358
Total liabilities and equity		2,360
New Accounting Pronouncement, Early Adoption, Effect | Adjustments for New Accounting Principle, Early Adoption
New Accounting Pronouncement, Early Adoption [Line Items]
Other assets		(6)
Total assets		(6)
Long-term debt		(6)
Total liabilities		(6)
Total liabilities and equity		(6)
Scenario, Previously Reported
New Accounting Pronouncement, Early Adoption [Line Items]
Other assets		117
Total assets		2,366
Long-term debt		471
Total liabilities		1,364
Total liabilities and equity		$ 2,366

MERGERS AND DIVESTITURES - Pend

MERGERS AND DIVESTITURES - Pending Merger Transaction with LANXESS (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 25, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 23, 2016
Business Acquisition [Line Items]
Share price (in dollars per share)						$ 28.18
Merger and integration costs		$ 11	$ 0	$ 11	$ 0
Addivant USA Holdings Corp
Business Acquisition [Line Items]
Exchange agreement, cash payment	$ 1
Merger and integration costs		$ 5
Lanxess
Business Acquisition [Line Items]
Business acquisition, share price (in dollars per share)	$ 33.50
Business acquisition, share price premium	18.90%
Contingent contract termination fee	$ 75

MERGERS AND DIVESTITURES (Detai

MERGERS AND DIVESTITURES (Details) - USD ($) shares in Millions, $ in Millions	Nov. 03, 2014	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Divestitures
Accrued expenses		$ 126	$ 142
Other liabilities		107	110
Platform | Agrochemical Manufacturing
Divestitures
Consideration on sale of business	$ 1,000
Cash consideration on sale of business	$ 950
Shares of common stock received as consideration (in shares)	2
Net proceeds from sale of common stock			$ 54
Deferred gain		$ 155
Extension term of supply contract after termination		2 years
Accrued expenses		$ 38
Other liabilities		$ 117
Ownership interest in Certis Europe B.V. not transferred due to pending approval				15.00%
Platform | Agrochemical Manufacturing | Minimum
Divestitures
Term of supply contract	2 years
Platform | Agrochemical Manufacturing | Maximum
Divestitures
Term of supply contract	4 years

RESTRUCTURING ACTIVITIES (Detai

RESTRUCTURING ACTIVITIES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in liabilities established for restructuring programs
2016 charge	$ 1	$ 1	$ 1	$ 2
Severance and Related Costs | Corporate Restructuring Programs
Changes in liabilities established for restructuring programs
Balance at December 31, 2015			3
2016 charge	1		1
Cash payments			(3)
Balance at September 30, 2016	$ 1		$ 1

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Finished goods	$ 214	$ 209
Work in process	38	38
Raw materials and supplies	76	68
Inventory, net	328	315
Inventory obsolescence reserves	$ 12	$ 20

PROPERTY, PLANT AND EQUIPMENT40

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Property, plant and equipment
Property, plant and equipment, gross	$ 1,759		$ 1,759		$ 1,709
Less: accumulated depreciation	1,094		1,094		1,046
Property, plant and equipment, net	665		665		663
Depreciation expense	19	$ 19	58	$ 61
Accelerated depreciation of certain fixed assets				$ 2
Land and improvements
Property, plant and equipment
Property, plant and equipment, gross	61		61		63
Buildings and improvements
Property, plant and equipment
Property, plant and equipment, gross	204		204		200
Machinery and equipment
Property, plant and equipment
Property, plant and equipment, gross	1,256		1,256		1,201
Information systems equipment
Property, plant and equipment
Property, plant and equipment, gross	161		161		161
Furniture, fixtures and other
Property, plant and equipment
Property, plant and equipment, gross	19		19		19
Construction in progress
Property, plant and equipment
Property, plant and equipment, gross	$ 58		$ 58		$ 65

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Goodwill by reportable segment
Goodwill	$ 162		$ 162		$ 166
Intangible assets, net	81		81		$ 88
Amortization expense	$ 2	$ 3	$ 6	$ 9

DEBT (Details)

DEBT (Details)

1 Months Ended

9 Months Ended

Jun. 30, 2016USD ($)

May 31, 2015USD ($)

Jan. 31, 2015USD ($)

Dec. 31, 2013USD ($)

Dec. 31, 2012USD ($)

Aug. 31, 2010USD ($)

Sep. 30, 2016USD ($)

Jul. 28, 2016USD ($)

Dec. 31, 2015USD ($)

Dec. 31, 2013EUR (€)

Jul. 31, 2013USD ($)

Dec. 31, 2012CNY (¥)

DEBT

Debt

$ 479,000,000

$ 511,000,000

Debt, Fair value

507,000,000

519,000,000

Less: Other short-term borrowings

(12,000,000)

(6,000,000)

Less: Current portion of Term Loan

(1,000,000)

(40,000,000)

Long-term debt

466,000,000

465,000,000

Outstanding letters of credit

12,000,000

14,000,000

5.75% Senior Notes due 2021

DEBT

Debt

445,000,000

444,000,000

$ 450,000,000

Debt, Fair value

$ 473,000,000

452,000,000

Interest rate

5.75%

Redemption percentage of principal amount plus accrued and unpaid interest

101.00%

5.75% Senior Notes due 2021 | Redemption after July 15, 2016 prior to July 15, 2017

DEBT

Percentage of principal amount at which the entity may redeem some or all of the notes plus accrued and unpaid interest

104.313%

5.75% Senior Notes due 2021 | Redemption after July 15, 2017 prior to July 15, 2018

DEBT

Percentage of principal amount at which the entity may redeem some or all of the notes plus accrued and unpaid interest

102.875%

5.75% Senior Notes due 2021 | Redemption after July 15, 2018 prior to July 15, 2019

DEBT

Percentage of principal amount at which the entity may redeem some or all of the notes plus accrued and unpaid interest

101.438%

5.75% Senior Notes due 2021 | Redemption after July 15, 2019

DEBT

Percentage of principal amount at which the entity may redeem some or all of the notes plus accrued and unpaid interest

100.00%

Term Loan

DEBT

Debt

$ 1,000,000

40,000,000

Debt, Fair value

1,000,000

40,000,000

Aggregate principal amount

$ 295,000,000

Discount rate

1.00%

Repayments of debt

$ 39,000,000

$ 42,000,000

Amount outstanding

$ 1,000,000

Term Loan | Maximum

DEBT

Secured Leverage Ratio

2.5

Term Loan | Minimum

DEBT

Consolidated Interest Coverage Ratio

3

Term Loan | Interest option 2 | Maximum

DEBT

Margin over alternate reference rate

0.75%

Term Loan | Base Rate | Interest option 1

DEBT

Margin over reference rate

1.75%

Reference rate

Base Rate

Term Loan | Federal Funds rate | Interest option 1

DEBT

Margin over reference rate

0.50%

Reference rate

Federal Funds

Term Loan | Primary rate | Interest option 1

DEBT

Reference rate

prime rate

Term Loan | Eurodollar rate | Interest option 1

DEBT

Margin over reference rate

1.00%

Reference rate

Eurodollar Rate

Term Loan | Eurodollar rate | Interest option 2

DEBT

Margin over reference rate

2.75%

Reference rate

Eurodollar Rate

Term Loan | LIBOR | Interest option 2

DEBT

Reference rate

LIBOR

Term Loan | Due July 2017

DEBT

Aggregate principal amount

$ 1,000,000

ABL Facility

DEBT

Debt

$ 33,000,000

27,000,000

Debt, Fair value

33,000,000

27,000,000

Outstanding letters of credit

12,000,000

14,000,000

Total undrawn availability

$ 164,000,000

186,000,000

ABL Facility | Maximum

DEBT

Fixed charge coverage ratio

1

ABL Facility | Minimum

DEBT

Fixed charge coverage ratio

1

2018 ABL Facility

DEBT

Term of credit facility

5 years

Maximum borrowing capacity for letter of credit sub-facility

$ 125,000,000

Available borrowings level that triggers applicability of fixed charge ratio covenant

$ 25,000,000

Percentage of aggregate commitments that triggers applicability of fixed charge ratio covenant

10.00%

Commitment period measurement

30 days

Outstanding borrowings

$ 0

0

2018 ABL Facility | Base Rate | Maximum

DEBT

Margin over reference rate

1.00%

2018 ABL Facility | Base Rate | Minimum

DEBT

Margin over reference rate

0.50%

2018 ABL Facility | Eurodollar rate | Maximum

DEBT

Margin over reference rate

2.00%

2018 ABL Facility | Eurodollar rate | Minimum

DEBT

Margin over reference rate

1.50%

US ABL Facility

DEBT

Maximum borrowing capacity

$ 175,000,000

Available borrowings level that triggers applicability of fixed charge ratio covenant

$ 18,000,000

Percentage of aggregate commitments that triggers applicability of fixed charge ratio covenant

10.00%

Commitment period measurement

30 days

Foreign ABL Facility

DEBT

Maximum borrowing capacity | €

€ 60,000,000

Foreign ABL Facility | Base Rate | Maximum

DEBT

Margin over reference rate

2.00%

Foreign ABL Facility | Base Rate | Minimum

DEBT

Margin over reference rate

1.50%

China Bank Facility

DEBT

Aggregate principal amount

$ 40,000,000

¥ 250,000,000

Outstanding borrowings

$ 11,000,000

11,000,000

Term of debt

5 years

Payments on secured debt

$ 15,000,000

Revolving China Bank Facility

DEBT

Aggregate principal amount

10,000,000

Outstanding borrowings

$ 7,000,000

$ 1,000,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 17	$ 16	$ 15	$ 43
Tax expense, increase to the valuation allowance related to our state net operating loss deferred tax asset			3
Tax benefit related to pension annuity transaction			33
Net liabilities related to unrecognized tax benefits	$ 28		$ 28		$ 27

ACCUMULATED OTHER COMPREHENSI44

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016USD ($)
Changes in accumulated other comprehensive loss by component
As of December 31, 2015	$ (462)
Other comprehensive (loss) income before reclassifications	(5)
Amounts reclassified from AOCL	132
Net current period other comprehensive (loss) income	127
As of September 30, 2016	(335)
Foreign Currency Translation Adjustments
Changes in accumulated other comprehensive loss by component
As of December 31, 2015	(141)
Other comprehensive (loss) income before reclassifications	(6)
Amounts reclassified from AOCL	0
Net current period other comprehensive (loss) income	(6)
As of September 30, 2016	(147)
Unrecognized Pension and Other Post-Retirement Benefit Costs
Changes in accumulated other comprehensive loss by component
As of December 31, 2015	(321)
Other comprehensive (loss) income before reclassifications	1
Amounts reclassified from AOCL	132
Net current period other comprehensive (loss) income	133
As of September 30, 2016	$ (188)

ACCUMULATED OTHER COMPREHENSI45

ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Reclassifications (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reclassifications out of AOCL to net earnings
Loss on sale of business	$ (1)	$ (1)	$ (1)	$ (4)
Net (loss) earnings	25	31	(37)	70
Earnings (loss) before income taxes	42	47	(22)	113
Income tax expense	(17)	(16)	(15)	(43)
Total reclassifications			132
Amount Reclassified from AOCL
Reclassifications out of AOCL to net earnings
Total reclassifications	(1)	0	(132)	(12)
Foreign Currency Translation Adjustments
Reclassifications out of AOCL to net earnings
Total reclassifications			0
Foreign Currency Translation Adjustments | Amount Reclassified from AOCL
Reclassifications out of AOCL to net earnings
Loss on sale of business	0	0	0	(5)
Net (loss) earnings	0	0	0	(5)
Unrecognized Pension and Other Post-Retirement Benefit Costs
Reclassifications out of AOCL to net earnings
Total reclassifications			132
Unrecognized Pension and Other Post-Retirement Benefit Costs | Amount Reclassified from AOCL
Reclassifications out of AOCL to net earnings
Net (loss) earnings	(1)	0	(132)	(8)
Amortization of prior-service costs	2	1	4	3
Amortization of actuarial losses	(3)	(4)	(8)	(15)
Pension settlement loss	0	0	(162)	0
Earnings (loss) before income taxes	(1)	(3)	(166)	(12)
Income tax expense	0	3	34	4
Sale of Available for Sale Securities | Amount Reclassified from AOCL
Reclassifications out of AOCL to net earnings
Net (loss) earnings	0	0	0	1
Income tax expense	0	0	0	(1)
Gain on sale of Platform stock	$ 0	$ 0	$ 0	$ 2

COMMON SHARES (Details)

COMMON SHARES (Details) - USD ($) shares in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Oct. 31, 2014
Earnings Per Share [Abstract]
Common stock equivalents (in shares)				0.8
Reconciliation of the shares used in the computation of earnings per share
Weighted average shares outstanding - Basic		63	67.5	64.1	68
Dilutive effect of common share equivalents		0.9	0.8	0	0.8
Weighted average shares outstanding - Diluted		63.9	68.3	64.1	68.8
Value of common stock authorized to be repurchased (up to)	$ 650,000,000					$ 500,000,000
Additional authorized repurchase amount	$ 150,000,000
Number of shares repurchased				4.5
Value of shares repurchased				$ 116,000,000
Remaining value of common stock authorized to be repurchased		$ 54,000,000		$ 54,000,000

STOCK INCENTIVE PLANS (Details)

STOCK INCENTIVE PLANS (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2010
Stock incentive plans
Stock-based compensation expense		$ 3	$ 3	$ 9	$ 9
Restricted stock units
Unrecognized compensation expense
Remaining unrecognized compensation expense associated with unvested shares or units		$ 13		$ 13
Weighted average period for recognition				2 years
2010 LTIP
Stock incentive plans
Number of shares available for issuance						11,000,000
2010 LTIP | Maximum
Stock incentive plans
Expiration period						10 years
2016 Awards | Time-based RSU
Stock incentive plans
Grants approved (in shares)	200,000
Vesting period	3 years
2016 Awards | Performance-based RSU
Stock incentive plans
Grants approved (in shares)	200,000
Vesting period	3 years
Performance multiplier	200.00%
Weighted average fair value of options granted (in dollars per share)	$ 28.89

PENSION AND OTHER POST-RETIRE48

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Details) retiree_or_beneficiary in Thousands, $ in Millions	Feb. 17, 2016USD ($)	Sep. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Apr. 01, 2016USD ($)	Feb. 22, 2016USD ($)retiree_or_beneficiary
Multiemployer Plans, Pension
Defined benefit plans net periodic benefit (credit) cost
Actuarial projected plan liabilities							$ 13
Plan assets			$ 10
Funded status percentage			79.90%
Qualified U.S. Plans
Defined benefit plans net periodic benefit (credit) cost
Service cost		$ 0		$ 0	$ 0	$ 0
Interest cost		2		6	9	18
Expected return on plan assets		(4)		(9)	(16)	(29)
Amortization of prior service cost		0		0	0	0
Amortization of actuarial losses		1		3	3	10
Settlement loss recognized					162	0
Net periodic benefit cost		(1)		0	158	(1)
Employer contribution			$ 35
Qualified U.S. Plans | Evercore Trust
Defined benefit plans net periodic benefit (credit) cost
Number of retirees or designated beneficiaries | retiree_or_beneficiary								5
Benefit obligation, period increase (decrease)	$ (363)
Annuity purchase price								$ 354
Pre-tax non-cash pension settlement charge			162
Employer contribution			35
International and Non-Qualified Plans
Defined benefit plans net periodic benefit (credit) cost
Service cost		1		1	2	2
Interest cost		4		4	12	13
Expected return on plan assets		(5)		(5)	(15)	(17)
Amortization of prior service cost		0		0	0	0
Amortization of actuarial losses		1		1	3	4
Settlement loss recognized					0	0
Net periodic benefit cost		1		1	2	2
Employer contribution					15
Post-Retirement Health Care Plans
Defined benefit plans net periodic benefit (credit) cost
Service cost		0		0	0	0
Interest cost		1		1	3	3
Expected return on plan assets		0		0	0	0
Amortization of prior service cost		(2)		(1)	(4)	(3)
Amortization of actuarial losses		1		0	2	1
Settlement loss recognized					0	0
Net periodic benefit cost		$ 0		$ 0	1	$ 1
Employer contribution					5
U K Pension Plan
Defined benefit plans net periodic benefit (credit) cost
Employer contribution			1
Gain related to adjustment for plan to SG & A			$ 2
U.S. Non-Qualified Pension Plans
Defined benefit plans net periodic benefit (credit) cost
Employer contribution					$ 2

LEGAL PROCEEDINGS AND CONTING49

LEGAL PROCEEDINGS AND CONTINGENCIES (Details) - Environmental - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Environmental Liabilities that Have Not Been Discharged or Settled
Period for accrual of probable and reasonable remediation costs on an undiscounted basis	10 years
Amount accrued for environmental liabilities	$ 63,000,000	$ 63,000,000
Environmental liabilities reflected as accrued expenses	16,000,000	16,000,000
Environmental liabilities reflected as other liabilities	47,000,000	$ 47,000,000
Reasonably possible ongoing environmental liabilities (up to)	71,000,000
Pre-tax charge for clean-up costs	5,000,000
Payments for clean-up costs	7,000,000
Receivables based on contractual agreement	$ 0

LEGAL PROCEEDINGS AND CONTING50

LEGAL PROCEEDINGS AND CONTINGENCIES - Guarantees (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Guarantees
Outstanding letters of credit	$ 12	$ 14
Guarantees provided to financial institutions
Guarantees
Outstanding guarantees	$ 6	$ 6

BUSINESS SEGMENT DATA (Details)

BUSINESS SEGMENT DATA (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net Sales
Net sales	$ 414	$ 444	$ 1,269	$ 1,346
Operating Income
Operating income (loss)	51	53	5	126
Facility closures, severance and related costs	(1)	(1)	(1)	(2)
Merger and integration costs	(11)	0	(11)	0
Loss on sale of business	(1)	(1)	(1)	(4)
Impairment charges	0	0	1	0
Pension settlement	0	0	162	0
Operating segments
Operating Income
Operating income (loss)	78	70	221	179
Segment reconciling items
Operating Income
General corporate expense, including amortization	(14)	(15)	(40)	(47)
Facility closures, severance and related costs	(1)	(1)	(1)	(2)
Merger and integration costs	(11)	0	(11)	0
Loss on sale of business	(1)	(1)	(1)	(4)
Impairment charges	0	0	(1)	0
Pension settlement	0	0	(162)	0
Industrial Performance Products | Operating segments
Net Sales
Net sales	203	226	635	688
Operating Income
Operating income (loss)	41	37	122	111
Industrial Performance Products | Petroleum additives
Net Sales
Net sales	140	156	445	473
Industrial Performance Products | Urethanes
Net Sales
Net sales	63	70	190	215
Industrial Engineered Products | Operating segments
Net Sales
Net sales	184	181	547	553
Operating Income
Operating income (loss)	28	24	71	41
Industrial Engineered Products | Bromine based & related products
Net Sales
Net sales	142	144	425	441
Industrial Engineered Products | Organometallics
Net Sales
Net sales	42	37	122	112
Agrochemical Manufacturing | Operating segments
Net Sales
Net sales	27	37	87	105
Operating Income
Operating income (loss)	$ 9	$ 9	$ 28	$ 27
Minimum | Platform | Agrochemical Manufacturing
BUSINESS SEGMENT DATA
Term of supply contract			2 years
Maximum | Platform | Agrochemical Manufacturing
BUSINESS SEGMENT DATA
Term of supply contract			4 years
Extension term of supply contract after termination			2 years

GUARANTOR CONDENSED CONSOLIDA52

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed consolidating statement of operations and comprehensive income (loss)
Net sales	$ 414	$ 444	$ 1,269	$ 1,346
Cost of goods sold	289	327	904	1,017
Selling, general and administrative	35	36	105	113
Depreciation and amortization	21	22	64	70
Research and development	5	4	15	15
Facility closures, severance and related costs	1	1	1	2
Merger and integration costs	11	0	11	0
Loss (gain) on sale of business	1	1	1	4
Impairment charges	0	0	1	0
Pension settlement	0	0	162	0
Equity income	0	0	0	(1)
Operating income	51	53	5	126
Interest expense	(8)	(7)	(24)	(23)
Other (expense) income, net	(1)	1	(3)	10
Equity in net earnings of subsidiaries	0	0	0	0
Earnings (loss) before income taxes	42	47	(22)	113
Income tax expense	(17)	(16)	(15)	(43)
Net (loss) earnings	25	31	(37)	70
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	25	31	(37)	70
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(3)	(21)	(6)	(39)
Pension and other post-retirement benefit costs	1	(2)	133	1
Unrealized gain on available for sale securities	0	0	0	5
Comprehensive income (loss)	23	8	90	37
Eliminations
Condensed consolidating statement of operations and comprehensive income (loss)
Net sales	(317)	(314)	(979)	(1,013)
Cost of goods sold	(317)	(314)	(979)	(1,013)
Selling, general and administrative	0	0	0	0
Depreciation and amortization	0	0	0	0
Research and development	0	0	0	0
Facility closures, severance and related costs	0	0	0	0
Merger and integration costs	0		0
Loss (gain) on sale of business	0	0	0	0
Impairment charges			0
Pension settlement			0
Equity income				0
Operating income	0	0	0	0
Interest expense	0	0	0	0
Other (expense) income, net	0	0	0	0
Equity in net earnings of subsidiaries	(8)	(20)	(66)	(65)
Earnings (loss) before income taxes	(8)	(20)	(66)	(65)
Income tax expense	0	0	0	0
Net (loss) earnings	(8)	(20)	(66)	(65)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	(8)	(20)	(66)	(65)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	0	0	0	0
Pension and other post-retirement benefit costs	0	0	0	0
Unrealized gain on available for sale securities				0
Comprehensive income (loss)	(8)	(20)	(66)	(65)
Legal Entities | Parent Company
Condensed consolidating statement of operations and comprehensive income (loss)
Net sales	263	289	807	882
Cost of goods sold	186	226	614	731
Selling, general and administrative	22	22	66	71
Depreciation and amortization	5	5	16	16
Research and development	4	2	10	8
Facility closures, severance and related costs	0	0	0	0
Merger and integration costs	11		11
Loss (gain) on sale of business	0	1	0	13
Impairment charges			0
Pension settlement			162
Equity income				(1)
Operating income	35	33	(72)	44
Interest expense	(9)	(8)	(25)	(25)
Other (expense) income, net	(2)	(5)	(13)	4
Equity in net earnings of subsidiaries	8	20	66	65
Earnings (loss) before income taxes	32	40	(44)	88
Income tax expense	(7)	(9)	7	(18)
Net (loss) earnings	25	31	(37)	70
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	25	31	(37)	70
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	2	4	5	15
Pension and other post-retirement benefit costs	0	(3)	131	(2)
Unrealized gain on available for sale securities				5
Comprehensive income (loss)	27	32	99	88
Legal Entities | Guarantor Subsidiaries
Condensed consolidating statement of operations and comprehensive income (loss)
Net sales	85	90	268	297
Cost of goods sold	80	72	222	232
Selling, general and administrative	2	3	6	9
Depreciation and amortization	7	8	21	28
Research and development	0	1	1	3
Facility closures, severance and related costs	1	1	1	3
Merger and integration costs	0		0
Loss (gain) on sale of business	0	0	0	0
Impairment charges			1
Pension settlement			0
Equity income				0
Operating income	(5)	5	16	22
Interest expense	0	0	0	0
Other (expense) income, net	0	0	7	2
Equity in net earnings of subsidiaries	0	0	0	0
Earnings (loss) before income taxes	(5)	5	23	24
Income tax expense	(1)	2	(2)	2
Net (loss) earnings	(6)	7	21	26
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	(6)	7	21	26
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	0	0	0	0
Pension and other post-retirement benefit costs	0	0	0	0
Unrealized gain on available for sale securities				0
Comprehensive income (loss)	(6)	7	21	26
Legal Entities | Non-Guarantor Subsidiaries
Condensed consolidating statement of operations and comprehensive income (loss)
Net sales	383	379	1,173	1,180
Cost of goods sold	340	343	1,047	1,067
Selling, general and administrative	11	11	33	33
Depreciation and amortization	9	9	27	26
Research and development	1	1	4	4
Facility closures, severance and related costs	0	0	0	(1)
Merger and integration costs	0		0
Loss (gain) on sale of business	1	0	1	(9)
Impairment charges			0
Pension settlement			0
Equity income				0
Operating income	21	15	61	60
Interest expense	1	1	1	2
Other (expense) income, net	1	6	3	4
Equity in net earnings of subsidiaries	0	0	0	0
Earnings (loss) before income taxes	23	22	65	66
Income tax expense	(9)	(9)	(20)	(27)
Net (loss) earnings	14	13	45	39
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net earnings (loss)	14	13	45	39
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(5)	(25)	(11)	(54)
Pension and other post-retirement benefit costs	1	1	2	3
Unrealized gain on available for sale securities				0
Comprehensive income (loss)	$ 10	$ (11)	$ 36	$ (12)

GUARANTOR CONDENSED CONSOLIDA53

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA - Consolidating Balance Sheet (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Current assets	$ 883	$ 978
Intercompany receivables	0	0
Investment in subsidiaries	0	0
Property, plant and equipment	665	663
Goodwill	162	166
Other assets	516	553
Total assets	2,226	2,360
LIABILITIES AND EQUITY
Current liabilities	319	361
Intercompany payables	0	0
Long-term debt	466	465
Other long-term liabilities	457	532
Total liabilities	1,242	1,358
Total equity	984	1,002
Total liabilities and equity	2,226	2,360
Eliminations
ASSETS
Current assets	0	0
Intercompany receivables	(1,587)	(1,610)
Investment in subsidiaries	(4,772)	(4,799)
Property, plant and equipment	0	0
Goodwill	0	0
Other assets	0	0
Total assets	(6,359)	(6,409)
LIABILITIES AND EQUITY
Current liabilities	0	0
Intercompany payables	(1,587)	(1,610)
Long-term debt	0	0
Other long-term liabilities	0	0
Total liabilities	(1,587)	(1,610)
Total equity	(4,772)	(4,799)
Total liabilities and equity	(6,359)	(6,409)
Legal Entities | Parent Company
ASSETS
Current assets	272	402
Intercompany receivables	527	541
Investment in subsidiaries	831	782
Property, plant and equipment	112	112
Goodwill	93	93
Other assets	402	440
Total assets	2,237	2,370
LIABILITIES AND EQUITY
Current liabilities	143	180
Intercompany payables	406	407
Long-term debt	456	455
Other long-term liabilities	248	326
Total liabilities	1,253	1,368
Total equity	984	1,002
Total liabilities and equity	2,237	2,370
Legal Entities | Guarantor Subsidiaries
ASSETS
Current assets	94	108
Intercompany receivables	238	223
Investment in subsidiaries	1,132	1,135
Property, plant and equipment	227	221
Goodwill	3	3
Other assets	26	29
Total assets	1,720	1,719
LIABILITIES AND EQUITY
Current liabilities	33	41
Intercompany payables	475	488
Long-term debt	0	0
Other long-term liabilities	71	71
Total liabilities	579	600
Total equity	1,141	1,119
Total liabilities and equity	1,720	1,719
Legal Entities | Non-Guarantor Subsidiaries
ASSETS
Current assets	517	468
Intercompany receivables	822	846
Investment in subsidiaries	2,809	2,882
Property, plant and equipment	326	330
Goodwill	66	70
Other assets	88	84
Total assets	4,628	4,680
LIABILITIES AND EQUITY
Current liabilities	143	140
Intercompany payables	706	715
Long-term debt	10	10
Other long-term liabilities	138	135
Total liabilities	997	1,000
Total equity	3,631	3,680
Total liabilities and equity	$ 4,628	$ 4,680

GUARANTOR CONDENSED CONSOLIDA54

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA - Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$ 25	$ 31	$ (37)	$ 70
Adjustments to reconcile net earnings to net cash provided by operations:
Loss on sale of business	1	1	1	4
Merger and integration costs			4	0
Below market contract obligation			(29)	(29)
Pension settlement	0	0	162	0
Depreciation and amortization			64	70
Share-based compensation expense			9	9
Other non-cash transactions			1	0
Changes in assets and liabilities, net			(88)	(7)
Net cash provided by operating activities			87	117
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments			0	3
Sale of Platform Specialty Products Corporation shares			0	54
Capital expenditures			(62)	(53)
Net cash (used in) provided by investing activities			(62)	4
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt			(41)	(59)
Proceeds from short-term borrowings, net			6	0
Common shares acquired			(116)	(140)
Proceeds from exercise of stock options			0	13
Net cash (used in) provided by financing activities			(151)	(186)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents			5	(10)
Change in cash and cash equivalents			(121)	(75)
Cash and cash equivalents at beginning of period			323	392
Cash and cash equivalents at end of period	202	317	202	317
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	(8)	(20)	(66)	(65)
Adjustments to reconcile net earnings to net cash provided by operations:
Loss on sale of business	0	0	0	0
Merger and integration costs			0
Below market contract obligation			0	0
Pension settlement			0
Depreciation and amortization			0	0
Share-based compensation expense			0	0
Other non-cash transactions			0
Changes in assets and liabilities, net			66	65
Net cash provided by operating activities			0	0
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments				0
Sale of Platform Specialty Products Corporation shares				0
Capital expenditures			0	0
Net cash (used in) provided by investing activities			0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt			0	0
Proceeds from short-term borrowings, net			0
Common shares acquired			0	0
Proceeds from exercise of stock options				0
Net cash (used in) provided by financing activities			0	0
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents			0	0
Change in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	0	0	0	0
Legal Entities | Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	25	31	(37)	70
Adjustments to reconcile net earnings to net cash provided by operations:
Loss on sale of business	0	1	0	13
Merger and integration costs			4
Below market contract obligation			(27)	(27)
Pension settlement			162
Depreciation and amortization			16	16
Share-based compensation expense			9	9
Other non-cash transactions			0
Changes in assets and liabilities, net			(95)	(46)
Net cash provided by operating activities			32	35
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments				4
Sale of Platform Specialty Products Corporation shares				54
Capital expenditures			(12)	(9)
Net cash (used in) provided by investing activities			(12)	49
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt			(40)	(43)
Proceeds from short-term borrowings, net			0
Common shares acquired			(116)	(140)
Proceeds from exercise of stock options				13
Net cash (used in) provided by financing activities			(156)	(170)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents			0	0
Change in cash and cash equivalents			(136)	(86)
Cash and cash equivalents at beginning of period			171	227
Cash and cash equivalents at end of period	35	141	35	141
Legal Entities | Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	(6)	7	21	26
Adjustments to reconcile net earnings to net cash provided by operations:
Loss on sale of business	0	0	0	0
Merger and integration costs			0
Below market contract obligation			0	0
Pension settlement			0
Depreciation and amortization			21	28
Share-based compensation expense			0	0
Other non-cash transactions			1
Changes in assets and liabilities, net			(15)	(31)
Net cash provided by operating activities			28	23
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments				0
Sale of Platform Specialty Products Corporation shares				0
Capital expenditures			(28)	(23)
Net cash (used in) provided by investing activities			(28)	(23)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt			0	0
Proceeds from short-term borrowings, net			0
Common shares acquired			0	0
Proceeds from exercise of stock options				0
Net cash (used in) provided by financing activities			0	0
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents			0	0
Change in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	0	0	0	0
Legal Entities | Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	14	13	45	39
Adjustments to reconcile net earnings to net cash provided by operations:
Loss on sale of business	1	0	1	(9)
Merger and integration costs			0
Below market contract obligation			(2)	(2)
Pension settlement			0
Depreciation and amortization			27	26
Share-based compensation expense			0	0
Other non-cash transactions			0
Changes in assets and liabilities, net			(44)	5
Net cash provided by operating activities			27	59
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments				(1)
Sale of Platform Specialty Products Corporation shares				0
Capital expenditures			(22)	(21)
Net cash (used in) provided by investing activities			(22)	(22)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt			(1)	(16)
Proceeds from short-term borrowings, net			6
Common shares acquired			0	0
Proceeds from exercise of stock options				0
Net cash (used in) provided by financing activities			5	(16)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents			5	(10)
Change in cash and cash equivalents			15	11
Cash and cash equivalents at beginning of period			152	165
Cash and cash equivalents at end of period	$ 167	$ 176	$ 167	$ 176