LANXESS Solutions US (CEMJQ) Inactive 10-Q4 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013
Document and Entity Information	'
Entity Registrant Name	'Chemtura CORP
Entity Central Index Key	'0001091862
Document Type	'10-Q
Document Period End Date	30-Sep-13
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	96,467,574
Document Fiscal Year Focus	'2013
Document Fiscal Period Focus	'Q3

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Consolidated Statements of Operations	'	'	'	'
Net sales	$569	$546	$1,687	$1,663
Cost of goods sold	448	398	1,310	1,209
Selling, general and administrative	58	60	169	182
Depreciation and amortization	24	26	76	75
Research and development	9	10	27	31
Facility closures, severance and related costs	3	2	28	8
Changes in estimates related to expected allowable claims	'	-1	'	1
Equity loss	'	1	3	3
Operating income	27	50	74	154
Interest expense	-14	-17	-45	-47
Loss on early extinguishment of debt	-50	'	-50	'
Other (expense) income, net	-4	-5	11	-3
Reorganization items, net	'	-1	-1	-4
(Loss) earnings from continuing operations before income taxes	-41	27	-11	100
Income tax expense	-3	-5	-24	-16
(Loss) earnings from continuing operations	-44	22	-35	84
Earnings (loss) from discontinued operations, net of tax	7	-15	28	-4
Loss on sale of discontinued operations, net of tax	-3	'	-149	'
Net (loss) earnings	-40	7	-156	80
Less: Net loss attributed to non-controlling interests	'	2	'	1
Net (loss) earnings attributable to Chemtura	($40)	$9	($156)	$81
Basic per share information - attributable to Chemtura	'	'	'	'
(Loss) earnings from continuing operations (in dollars per share)	($0.45)	$0.22	($0.36)	$0.85
Earnings (loss) from discontinued operations, net of tax (in dollars per share)	$0.07	($0.13)	$0.29	($0.03)
Loss on sale of discontinued operations, net of tax (in dollars per share)	($0.03)	'	($1.52)	'
Net (loss) earnings attributable to Chemtura (in dollars per share)	($0.41)	$0.09	($1.59)	$0.82
Diluted per share information - attributable to Chemtura	'	'	'	'
(Loss) earnings from continuing operations (in dollars per share)	($0.45)	$0.22	($0.36)	$0.85
Earnings (loss) from discontinued operations, net of tax (in dollars per share)	$0.07	($0.13)	$0.29	($0.03)
Loss on sale of discontinued operations, net of tax (in dollars per share)	($0.03)	'	($1.52)	'
Net (loss) earnings attributable to Chemtura (in dollars per share)	($0.41)	$0.09	($1.59)	$0.82
Weighted average shares outstanding - Basic (in shares)	97.5	97.9	98.1	98.4
Weighted average shares outstanding - Diluted (in shares)	97.5	98.2	98.1	98.8

Consolidated_Statements_of_Com

Consolidated Statements of Comprehensive (Loss) Income (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Consolidated Statements of Comprehensive (Loss) Income	'	'	'	'
Net (loss) earnings	($40)	$7	($156)	$80
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	25	37	-16	15
Unrecognized pension and other post-retirement benefit costs	5	7	142	6
Comprehensive (loss) income	-10	51	-30	101
Comprehensive loss attributable to non-controlling interests	'	2	'	1
Comprehensive (loss) income attributable to Chemtura	($10)	$53	($30)	$102

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
CURRENT ASSETS	'	'
Cash and cash equivalents	$311	$363
Accounts receivable, net	386	345
Inventories, net	428	398
Other current assets	137	123
Current assets of discontinued operations	390	383
Total current assets	1,652	1,612
NON-CURRENT ASSETS	'	'
Property, plant and equipment, net	716	655
Goodwill	177	177
Intangible assets, net	138	146
Other assets	161	169
Non-current assets of discontinued operations	'	271
Total assets	2,844	3,030
CURRENT LIABILITIES	'	'
Short-term borrowings	2	5
Accounts payable	172	152
Accrued expenses	189	178
Income taxes payable	7	8
Current liabilities of discontinued operations	124	168
Total current liabilities	494	511
NON-CURRENT LIABILITIES	'	'
Long-term debt	892	871
Pension and post-retirement health care liabilities	323	386
Other liabilities	138	109
Non-current liabilities of discontinued operations	'	85
Total liabilities	1,847	1,962
STOCKHOLDERS' EQUITY	'	'
Common stock - $0.01 par value Authorized - 500.0 shares Issued - 100.5 shares at September 30, 2013 and 100.4 shares at December 31, 2012	1	1
Additional paid-in capital	4,373	4,366
Accumulated deficit	-3,004	-2,848
Accumulated other comprehensive loss	-302	-428
Treasury stock- at cost - 4.0 shares at September 30, 2013 and 2.4 shares at December 31, 2012	-72	-30
Total Chemtura stockholders' equity	996	1,061
Non-controlling interest - continuing operations	1	'
Non-controlling interest - discontinued operations	'	7
Total Non-controlling interest	1	7
Total stockholders' equity	997	1,068
Total liabilities and stockholders' equity	$2,844	$3,030

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Consolidated Balance Sheets	'	'
Common stock, par value (in dollars per share)	$0.01	$0.01
Common stock, Authorized shares	500	500
Common stock, Issued shares	100.5	100.4
Treasury stock at cost, shares	4	2.4

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) earnings	($156)	$80
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:	'	'
Loss on sale of discontinued operations	149	'
Impairment charges	'	36
Release of cumulative translation adjustment from liquidation of entities	-15	'
Loss on early extinguishment of debt	50	'
Depreciation and amortization	93	104
Stock-based compensation expense	11	14
Reorganization items, net	'	1
Changes in estimates related to expected allowable claims	'	1
Equity loss (income)	1	-2
Changes in assets and liabilities, net of assets acquired and liabilities assumed:	'	'
Accounts receivable	-29	-33
Inventories	-29	-23
Accounts payable	24	36
Pension and post-retirement health care liabilities	-43	-71
Other	3	-32
Net cash provided by operating activities	59	111
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Proceeds from divestments, net	91	9
Payments for acquisitions	-3	'
Capital expenditures	-124	-94
Net cash used in investing activities	-36	-85
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Proceeds from 2021 Senior Notes	450	'
Payments on 2018 Senior Notes, includes premium on tendering of notes	-395	'
Payments on Term Loan	-102	'
Proceeds from A/R Financing Facility, net	'	2
Proceeds from other long-term borrowings	27	'
Payments on other long-term borrowings	-3	'
Payments on other short-term borrowings, net	-1	-3
Common shares acquired	-50	-20
Payment for debt issuance costs	-8	-1
Proceeds from exercise of stock options	6	2
Net cash used in financing activities	-76	-20
CASH AND CASH EQUIVALENTS	'	'
Effect of exchange rates on cash and cash equivalents	-1	1
Change in cash and cash equivalents	-54	7
Cash and cash equivalents at beginning of period	365	180
Cash and cash equivalents at end of period	311	187
Cash and cash equivalents at end of period - Continuing operations	311	186
Cash and cash equivalents at end of period - Discontinued operations	'	$1

NATURE_OF_OPERATIONS_AND_SUMMA

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Nature of Operations

	Chemtura Corporation together with our consolidated subsidiaries, is dedicated to delivering innovative, application-focused specialty chemicals. Our corporate headquarters is located at 1818 Market Street, Suite 3700, Philadelphia, PA 19103. Our principal executive offices are located at 1818 Market Street, Suite 3700, Philadelphia, PA 19103 and at 199 Benson Road, Middlebury, CT 06749. We operate in a wide variety of end-use industries including agriculture, automotive, construction, electronics, lubricants, packaging, plastics for durable and non-durable goods, and transportation.

	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.

	We are the successor to Crompton & Knowles Corporation (“Crompton & Knowles”), which was incorporated in Massachusetts in 1900 and engaged in the manufacture and sale of specialty chemicals beginning in 1954. Crompton & Knowles traces its roots to the Crompton Loom Works incorporated in the 1840s. We expanded the specialty chemical business through acquisitions in the United States and Europe, including the 1996 acquisition of Uniroyal Chemical Company, Inc. (“Uniroyal”), the 1999 merger with Witco Corporation (“Witco”) and the 2005 acquisition of Great Lakes Chemical Corporation (“Great Lakes”).

	The information in the foregoing Consolidated Financial Statements for the quarters and nine months ended September 30, 2013 and 2012 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 (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

	Certain prior year amounts have been reclassified to conform to the current year’s presentation of discontinued operations (see Note 2 - Acquisitions and Divestitures). These changes did not have a material impact on previously reported results of operations, cash flows or financial position.

	We operated as a debtor-in-possession (“DIP”) under the protection of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) from March 18, 2009 (the “Petition Date”) through November 10, 2010 (the “Effective Date”). From the Petition Date through the Effective Date, our Consolidated Financial Statements were prepared in accordance with Accounting Standards Codification (“ASC”) Section 852-10-45, Reorganizations — Other Presentation Matters (“ASC 852-10-45”) which requires that financial statements, for periods during the pendency of our voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Chapter 11”) filings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain income, expenses, realized gains and losses and expenses for losses that are realized or incurred in the Chapter 11 cases are recorded in Reorganization items, net in our Consolidated Statements of Operations. As of September 30, 2013, the Bankruptcy Court has entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases except the Chapter 11 case of Chemtura Corporation.

	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 period ended December 31, 2012 (the “2012 Annual Report on Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2013 are not necessarily indicative of the results expected for the full year.

	Accounting Policies and Other Items

	Cash and cash equivalents include bank term deposits with original maturities of three months or less.

	Included in accounts receivable are allowances for doubtful accounts of $12 million and $11 million as of September 30, 2013 and December 31, 2012.

	During the nine months ended September 30, 2013 and 2012, we made cash interest payments of approximately $52 million. During the nine months ended September 30, 2013 and 2012, we made cash payments for income taxes (net of refunds) of $15 million and $29 million, respectively.

	Recent Accounting Pronouncements

	In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The guidance in ASU 2013-02 requires an organization to present the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance in ASU 2013-02 is effective for fiscal years beginning after December 15, 2012. The adoption of this guidance did not have a material impact on our results of operations or financial position because it only provides for enhanced disclosure requirements. Accordingly, we have included the enhanced footnote disclosure (see Note 9 - Accumulated Other Comprehensive Loss).

	In March 2013, the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity(“ASU” 2013-05”) . The amendments in ASU 2013-05 address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 (early adoption is permitted). We do not anticipate the adoption of this amendment will have a material impact on our financial statements.

	In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, providing guidance on the presentation of unrecognized tax benefits in the financial statements as either a reduction to a deferred tax asset or either a liability to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses or tax credit carryforwards exist. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect the adoption of the amendments in this ASU will have a significant impact on our financial statements.

ACQUISITIONS_AND_DIVESTITURES

ACQUISITIONS AND DIVESTITURES	9 Months Ended
ACQUISITIONS AND DIVESTITURES	Sep. 30, 2013
ACQUISITIONS AND DIVESTITURES	'
ACQUISITIONS AND DIVESTITURES	'
	2) ACQUISITIONS AND DIVESTITURES

	Acquisitions

	Solaris Acquisition

	On September 26, 2012, we announced that we entered into a Business Transfer Agreement (“BTA”) with Solaris ChemTech Industries Limited (“Solaris ChemTech”), an Indian Company, and Avantha Holdings Limited, an Indian Company and the parent company of Solaris ChemTech (collectively, “Solaris”). As provided in the BTA, we have agreed to purchase from Solaris certain assets used in the manufacture and distribution of bromine and bromine chemicals for cash consideration of $142 million and the assumption of certain liabilities. The purchase price is subject to a post-closing net working capital adjustment. The transaction is subject to, among other things, receiving governmental approval for the transfer of rights to the brine resources from which bromine is extracted. The transaction is expected to close upon receipt of those approvals, the date of which is not yet known. The parties are presently discussing alternative transaction structures.

	DayStar Acquisition

	On May 15, 2013, we purchased the remaining 50% interest in DayStar Materials L.L.C. (“DayStar”) from our partner UP Chemical Co., Ltd. and DayStar became a consolidated entity. The purchase price was $3 million in cash which approximated the fair value of the remaining share of the assets and liabilities, primarily inventory and fixed assets, as of the purchase date. In addition, we reimbursed UP Chemical Co. Ltd. for a $3 million loan they had made to DayStar.

	Divestitures

	Consumer Divestiture

	In September 2013 our Board of Directors (“ the Board”) approved a plan to sell our Consumer Products segment subject to the completion of definitive transaction documents and in October 2013, we entered into a stock purchase agreement to sell our Consumer Products business, including dedicated manufacturing plants in the U.S. and South Africa, to KIK Custom Products Inc. (“KIK”) for $315 million in cash at closing subject to certain customary pre- and post-closing adjustments, primarily for working capital and assumed pension liabilities. Working capital consists of current assets and current liabilities, excluding cash, net current income and deferred taxes, and certain other current assets and liabilities. The transaction is subject to customary closing conditions and regulatory approvals and is targeted to close on December 31, 2013.

	As a result of the Board approval, the assets and liabilities of the Consumer Products segment have been presented as assets and liabilities held for sale. Additionally, we determined that discontinued operations treatment applied and earnings and direct costs associated with Consumer Products segment have been presented as earnings (loss) from discontinued operations, net of tax in our Consolidated Statements of Operations for the current and comparative periods. All applicable disclosures included in the accompanying footnotes have been updated to reflect the Consumer Products segment as a discontinued operation.

	Additionally, earnings and direct costs associated with the Consumer Products business have been presented as earnings (loss) from discontinued operations, net of tax for the current and comparative periods. All applicable disclosures included in the accompanying footnotes have been updated to reflect the Consumer Products business as a discontinued operation.

	The following is a summary of the assets and liabilities of discontinued operations related to the Consumer Products business as of September 30, 2013 and December 31, 2012.

	(In millions)		September 30, 2013			December 31, 2012
	Accounts receivable, net		$	41		$	60
	Inventories		69			70
	Other current assets		20			19
	Property, plant and equipment		61			64
	Intangible assets, net		194			202
	Other assets		5			5
	Assets		390			420

	Accounts payable		$	20		$	23
	Accrued expenses		19			16
	Income taxes payable		3			4
	Pension and post-retirement health care liabilities		7			7
	Other liabilities		75			78
	Liabilities		124			128
	Net Assets		$	266		$	292

	Antioxidant Divestiture

	On April 30, 2013, we completed the sale of our Antioxidant business to SK Blue Holdings, Ltd, (“SK”) and Addivant USA Holdings Corp. (“Addivant”) for consideration of $97 million, $9 million in preferred stock issued by Addivant, a seller note in the amount of $1 million issued by an affiliate of Addivant and the assumption by SK and Addivant of pension, environmental and other liabilities totaling approximately $91 million.

	At closing, the cash consideration was subject to the retention of certain assets, the finalization of pension assets and liabilities and the change in certain working capital components through the closing date. The asset purchase agreement provides a customary mechanism for finalizing any adjustments to the working capital base. We anticipate finalizing the working capital adjustment in the fourth quarter of 2013. During the third quarter of 2013, the net pension liability transferred to Addivant was finalized and the seller note was extinguished by these adjustments. Additionally, we paid $2 million in cash considerations as part of the adjustment.

	Included as part of the consideration, we received 9.2 million shares of Series A Preferred Stock of Addivant with a face value of $9 million. These shares accrue dividends at escalating rates beginning at 7% in the first year and up to 11% in the third year and beyond which are payable upon declaration.

	We recognized a pre-tax loss of $162 million ($149 million after-tax), which included $121 million of non-cash charges related to the release of accumulated other comprehensive loss (“AOCL”) associated with the pension obligations transferred, the release of cumulative translation adjustments and the release of our non-controlling interest in a Korean joint venture. In connection with the sale, we entered into several ancillary agreements, including supply agreements, a distribution agreement, and a transition service agreement.

	As a result of entering into this transaction beginning in 2012, we determined that discontinued operations treatment applied. Assets and liabilities included in the Antioxidant Sale have been presented as assets and liabilities of discontinued operations as of December 31, 2012. Additionally, earnings and direct costs associated with the Antioxidant business for the periods prior to the date of sale have been presented as earnings (loss) from discontinued operations, net of tax for the current and comparative periods. All applicable disclosures included in the accompanying footnotes have been updated to reflect the Antioxidant business as a discontinued operation.

	The following is a summary of the assets and liabilities sold or settled related to the Antioxidant business as of April 30, 2013 and the assets and liabilities of discontinued operations as of December 31, 2012.

	(In millions)		April 30, 2013			December 31, 2012
	Cash and cash equivalents		$	2		$	2
	Accounts and trade receivable		70			61
	Inventories		76			78
	Other current assets		2			4
	Property, plant and equipment		48			44
	Intangible assets, net		14			14
	Other assets		33			31
Assets		245			234

Accounts payable		$	39		$	29
Accrued expenses		2			4
Income taxes payable		—			1
Pension and post-retirement health care liabilities		78			80
Other liabilities		11			11
Liabilities		130			125
Net Assets		$	115		$	109

Assets sold or settled consisted primarily of plant facilities located at Morgantown, West Virginia, Bay Minette, Alabama, Waldkraiburg, Germany and Catenoy, France; our shares in the Asia Stabilizers joint venture, located in Korea, a previously controlled consolidated entity; our shares in Gulf Stabilizers Industries, located in Saudi Arabia, a previously 49% owned equity method investment; certain dedicated operating equipment located at Latina, Italy and Elmira, Canada; intangible assets and working capital associated with the Antioxidants business.

We retained ownership of certain manufacturing assets that will be used to meet our performance obligations under the supply agreements in Canada, Italy, the United States, Taiwan, Mexico, and Brazil. The minimum terms of the supply agreements range from two to five years. Based on the terms of the supply agreements and the forecasted costs to meet our obligations under those agreements, we have fair valued the supply agreements using Level 3 fair value techniques and included a $13 million charge to the loss on sale of discontinued operations in our Consolidated Statement of Operations.

The following table reconciles the adjusted cash proceeds to the pre-tax loss on the sale:

(In millions)		September 30, 2013
Cash consideration		$	97
Retained working capital and other adjustments		(10		)
Post-closing adjustments		(2		)
Cash proceeds		85
Preferred stock		9
Less direct items:
Net assets sold or settled		111
Transaction costs and other (1)		4
Post closing obligations and other, net		7
Fair value of supply agreements		13
Less non-cash items:
Release of AOCL - pension		122
Release of AOCL - cumulative translation adjustment		6
Release of non-controlling interest		(7		)
Pre-tax loss on sale of discontinued operations		$	(162	)


(1) Transaction costs include legal fees and other direct costs incurred to sell the business since April 1, 2013.

Discontinued Operations - Consumer Products (“Consumer”) and Antioxidant (“AOUV”) Divestitures

Earnings (loss) from discontinued operations for the quarters and nine months ended September 30, 2013 and 2012 consist of the following:

		Quarters ended September 30,												Nine months ended September 30,
		2013			2012									2013								2012
(In millions)		Consumer			Consumer			AOUV			Total			Consumer			AOUV		Total			Consumer			AOUV			Total
Net sales		$	101		$	102		$	95		$	197		$	324		$	123	$	447		$	344		$	289		$	633
Pre-tax earnings (loss) from discontinued operations		$	8		$	11		$	(29	)	$	(18	)	$	27		$	4	$	31		$	25		$	(37	)	$	(12	)
Income tax benefit		(1		)	(1		)	4			3			(3		)	—		(3		)	(2		)	10			8
Earnings (loss) from discontinued operations, net of taxes		7			10			(25		)	(15		)	24			4		28			23			(27		)	(4		)
Net earnings attributable to non-controlling interests		—			—			2			2			—			—		—			—			1			1
Earnings (loss) from discontinued operations		$	7		$	10		$	(23	)	$	(13	)	$	24		$	4	$	28		$	23		$	(26	)	$	(3	)

A portion of certain functional and other expenses that are managed company-wide that have been allocated to the Antioxidant and Consumer Products businesses have not or will not transfer directly under the respective sale agreements. As such, in historic periods these costs are shown as part of continuing operations in the corporate segment and not included under earnings (loss) from discontinued operations, net of tax. These costs are as follows:

		Quarters Ended				Nine Months Ended
		September 30,				September 30,
		2013		2012		2013		2012
Antioxidants		—		3		6		11
Consumer Products		5		4		10		9
Amortization expense (a)		(3	)	(4	)	(8	)	(11	)
Net increase in Corporate Segment		2		3		8		9


(a) Our Corporate segment included amortization expense which related directly to the Antioxidant business and the Consumer Products segment which is now included in earnings (loss) from discontinued operations, net of tax.

Tetrabrom Joint Venture Divestiture

On November 28, 2011, we sold our 50% interest in Tetrabrom Technologies Ltd. for net consideration of $38 million. The consideration is being paid over a three year period. The first and second payments, net of tax, were paid in April 2012 and April 2013. A pre-tax gain of $27 million was recorded on the sale in the fourth quarter of 2011.

RESTRUCTURING_AND_ASSET_IMPAIR

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	9 Months Ended
	Sep. 30, 2013
RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	'
RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	'
	3) RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES

	Restructuring

	On February 22, 2013, our Board of Directors (the “Board”) approved a restructuring plan providing for, among other things, actions to reduce stranded costs related to ongoing strategic initiatives. This plan is expected to preserve pre-divestiture operating margins following our portfolio changes. On October 9, 2013, the Board approved additional restructuring actions to consolidate our business’ organizational structure in an effort to streamline the organization and gain efficiencies and additional cost savings. In October 2013, we commenced employee communications and the consultation process regarding the potential closure of our Droitwich, UK facility and consolidation of those operations into our Perth Amboy, NJ facility, in order to improve our competitiveness in the current economic environment. The total cost of these restructuring plans are estimated to be between $45 million and $55 million, primarily for severance and related costs, accelerated depreciation of property, plant and equipment, and asset retirement obligations. Non-cash charges are estimated to be between $5 million and $7 million with a net cash cost of between $40 million and $48 million. We recorded a pre-tax charge of $14 million in the first quarter of 2013 which included $11 million for severance and related costs and $3 million related to professional fees. We recorded a pre-tax charge of $11 million in the second quarter of 2013 which included $5 million for severance and related costs and $6 million related to professional fees. We recorded a pre-tax charge of $3 million in the third quarter of 2013 related to professional fees. The remainder relates primarily to severance, accelerated depreciation and decommissioning costs and expect all but approximately $4 million to $8 million to be incurred throughout 2013.

	On April 30, 2012, our Board approved a restructuring plan providing for, among other things, the closure of our Antioxidant business manufacturing facility in Pedrengo, Italy. The Board also approved actions to improve the operating effectiveness of certain global corporate functions. This plan is intended to achieve significant gains in efficiency and costs. The total cost of the restructuring plan was estimated to be approximately $40 million of which approximately $6 million will consist of non-cash charges. During 2012, we recorded pre-tax charges of $33 million which included $4 million for accelerated depreciation of property, plant and equipment included in depreciation and amortization, $2 million for accelerated asset retirement obligations included in cost of goods sold, $12 million for severance and professional fees related to corporate initiatives, $5 million for severance and other obligations related to the Pedrengo closure and $10 million reflecting the write-off of a receivable for which collection is no longer probable as a result of these restructuring actions. We recorded an additional pre-tax charge of $1 million in the nine months ended September 30, 2013, primarily for accelerated depreciation and relocation costs related to the Pedrengo closure. All charges related to the Pedrengo closure have been included in loss from discontinued operations, net of tax, as this plant formed part of our Antioxidants business. The Pedrengo plant ceased operations on March 31, 2013 and asset retirement work has begun. We have retained this property under the terms of the sale of the Antioxidants business and anticipate selling it after all facility retirement and remediation work is completed.

	A summary of the changes in the liabilities established for restructuring programs is as follows:

	(In millions)	Severance and			Other Facility			Total
		Related Costs			Closure Costs
	Balance at December 31, 2012	$	8		$	—		$	8
	2013 charge	16			12			28
	Cash payments	(10		)	(10		)	(20		)
	Balance at September 30, 2013	$	14		$	2		$	16

	At September 30, 2013, $15 million of these reserves were included in accrued expenses and $1 million were included in accounts payable in our Consolidated Balance Sheet. At December 31, 2012, the balance of these reserves were included in accrued expenses in our Consolidated Balance Sheet.

	Asset Impairment Review

	During the first two quarters of 2013, we completed an assessment of the possible sale of the Consumer Products segment. As of March 31, 2013 and June 30, 2013, we considered it more-likely-than-not that the initiative would become effective during 2013. In performing the impairment analysis, we probability weighted the possible outcomes of the initiative as of March 31, 2013 and June 30, 2013. Based on this analysis, the expected undiscounted cash flows were sufficient to recover the carrying values of assets of the Consumer Products segment. As a result, we concluded that no impairment existed at March 31, 2013 or June 30, 2013.

	In September 2013, when we met the criteria to record assets held for sale, we again performed an impairment analysis. We probability weighted the fair value less cost to sell under different fair value models, as a proxy for an agreed upon purchase price, and found the fair value less cost to sell was sufficient to recover the carrying value of the net assets to be sold as of September 30, 2013. As a result, we concluded that no impairment existed at September 30, 2013. However, changes in the underlying details or fair value of the Consumer Products segment could impact the results of our analysis in future quarters.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2013
INVENTORIES	'
INVENTORIES	'
	4) INVENTORIES

		September 30,		December 31,
	(In millions)	2013		2012
	Finished goods	$	290	$	280
	Work in process	35		27
	Raw materials and supplies	103		91
		$	428	$	398

	Included in the above net inventory balances are inventory obsolescence reserves of approximately $22 million and $14 million at September 30, 2013 and December 31, 2012, respectively.

PROPERTY_PLANT_AND_EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2013
PROPERTY, PLANT AND EQUIPMENT	'
PROPERTY, PLANT AND EQUIPMENT	'
	5) PROPERTY, PLANT AND EQUIPMENT

		September 30,		December 31,
	(In millions)	2013		2012
	Land and improvements	$	73	$	67
	Buildings and improvements	215		190
	Machinery and equipment	1,250		1,152
	Information systems equipment	188		183
	Furniture, fixtures and other	29		28
	Construction in progress	88		108
		1,843		1,728
	Less: accumulated depreciation	1,127		1,073
		$	716	$	655

	Depreciation expense from continuing operations was $19 million and $21 million for the quarters ended September 30, 2013 and 2012, respectively, and $61 million and $60 million for the nine months ended September 30, 2013 and 2012, respectively.

GOODWILL_AND_INTANGIBLE_ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2013
GOODWILL AND INTANGIBLE ASSETS	'
GOODWILL AND INTANGIBLE ASSETS	'
	6) GOODWILL AND INTANGIBLE ASSETS

	Our goodwill balance was $177 million at September 30, 2013 and December 31, 2012. The goodwill is allocated to the Industrial Performance segment. The goodwill balance at September 30, 2013 and December 31, 2012 reflected accumulated impairments of $90 million.

	We have elected to perform our annual goodwill impairment procedures for all of our reporting units in accordance with ASC Subtopic 350-20, Intangibles — Goodwill and Other - Goodwill (“ASC 350-20”) as of July 31, or sooner, if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We estimate the fair value of our reporting units utilizing income and market approaches through the application of discounted cash flow and market comparable methods (Level 3 inputs as described in Note 14— Financial Instruments and Fair Value Measurements). The assessment is required to be performed in two steps: step one to test for a potential impairment of goodwill and, if potential impairments are identified, step two to measure the impairment loss through a full fair valuing of the assets and liabilities of the reporting unit utilizing the acquisition method of accounting. We concluded that no goodwill impairment existed in any of our reporting units based on the annual review as of July 31, 2013.

	We continually monitor and evaluate business and competitive conditions that affect our operations and reflects the impact of these factors in our financial projections. If permanent or sustained changes in business or competitive conditions occur, they can lead to revised projections that could potentially give rise to impairment charges.

	Our intangible assets (excluding goodwill) are comprised of the following:

		September 30, 2013							December 31, 2012
	(In millions)	Gross		Accumulated			Net		Gross		Accumulated			Net
		Cost		Amortization			Intangibles		Cost		Amortization			Intangibles
	Patents	$	89	$	(51	)	$	38	$	85	$	(48	)	$	37
	Trademarks	68		(34		)	34		68		(31		)	37
	Customer relationships	42		(17		)	25		41		(15		)	26
	Production rights	46		(36		)	10		46		(32		)	14
	Other	75		(44		)	31		74		(42		)	32
	Total	$	320	$	(182	)	$	138	$	314	$	(168	)	$	146

	The increase in gross intangible assets since December 31, 2012 is primarily due to additions of $6 million and foreign currency translation of $2 million offset by retirements of $2 million.

	Amortization expense from continuing operations related to intangible assets amounted to $5 million for the quarters ended September 30, 2013 and 2012, and $15 million for the nine months ended September 30, 2013 and 2012.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2013
DEBT	'
DEBT	'
	7) DEBT

	Our debt is comprised of the following:

		September 30,			December 31,
	(In millions)	2013			2012
	5.75% Senior Notes due 2021	$	450		$	—
	7.875% Senior Notes due 2018	100			452
	Term Loan due 2016	316			418
	Other borrowings	28			6
	Total Debt	894			876
	Less: Other short-term borrowings	(2		)	(3		)
	Less: Current portion of Term Loan	—			(2		)
	Total Long-term debt	$	892		$	871

	Tender Offer & New Bond Offering

	On June 10, 2013, we launched a cash tender offer and consent solicitation with respect to any and all of our outstanding $455 million aggregate principal amount of 7.875% Senior Notes due 2018 (the “2018 Senior Notes”) pursuant to our Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”). The requisite consent solicitation was required to adopt proposed amendments to the indenture governing the 2018 Senior Notes (the “2018 Indenture”) that would eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained in the 2018 Indenture. Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tendered their notes on or prior to June 21, 2013 (the “Consent Date”) received total consideration of $1,117.50 per $1,000 principal amount of the 2018 Senior Notes accepted for purchase, which included a consent payment of $30 per $1,000 principal amount of the notes. As of July 5, 2013, holders of $348 million or approximately 76.56% of the 2018 Senior Notes, had tendered their 2018 Senior Notes and consented to the proposed amendments to the 2018 Indenture.

	On July 8, 2013, we amended the terms of the Offer to Purchase to extend the expiration date to July 19, 2013 to meet the terms of the Financing Condition (as defined in the Offer to Purchase). Holders who validly tendered their 2018 Senior Notes after the Consent Date but on or prior to July 19, 2013, received the tender offer consideration of $1,087.50 per $1,000 principal amount of the 2018 Senior Notes accepted for purchase but were not entitled to the consent payment. As of July 19, 2013, additional holders of $6 million or approximately 1.33% of the 2018 Senior Notes, had tendered their 2018 Senior Notes and Solicitation and consented to the proposed amendments to the 2018 Indenture.

	On July 18, 2013, we undertook a registered public offering of $450 million of 5.75% Senior Notes due 2021 (“2021 Senior Notes”), for the purposes of funding the purchase under the terms of the Offer to Purchase all of the 2018 Senior Notes tendered, expenses related to the offering and a prepayment of our senior secured term loan facility due 2016 (the “Term Loan”). On July 23, 2013, the 2021 Senior Notes offering closed and the majority of the proceeds were used to complete the purchase of the 2018 Senior Notes tendered in response to the Offer to Purchase. With the purchase of the 2018 Senior Notes complete, the amendments to the 2018 Indenture that eliminated substantially all of the restrictive covenants, certain events of default and related provisions became effective.

	In our third quarter of 2013, we recorded a loss on the early extinguishment of debt of $50 million. The loss included $42 million for the difference between the principal amount of the 2018 Senior Notes tendered and the sum of the tender offer consideration and consent payments. The loss also included $8 million for the write-off of unamortized capitalized financing costs and original issuance discount with respect to the 2018 Senior Notes purchased under the tender.

	On July 23, 2013, we used the balance of the proceeds from the offering of the 2021 Senior Notes, after completing the purchase of the 2018 Senior Notes tendered and paying transaction costs of approximately $45 million, and approximately $5 million of cash on hand to prepay $50 million of principal of our Term Loan. On July 31, 2013, we prepaid an additional $50 million of Term Loan principal with cash on hand.

	At any time prior to July 15, 2016, we are permitted to redeem some or all of the 2021 Senior Notes at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium (as defined in the indenture governing the 2021 Senior Notes (the “2021 Indenture”)) and accrued and unpaid interest up to, but excluding, the redemption date. At any time after July 15, 2016, we are permitted to redeem some or all of the 2021 Senior Notes at any time, 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% plus any accrued and unpaid interest to the redemption date. In addition, prior to July 15, 2016, we may redeem up to 35% of the 2021 Senior Notes from the proceeds of certain equity offerings at a redemption price of 105.75% plus accrued but unpaid interest to the redemption date. If we experience certain kinds of changes in control, as defined in the 2021 Indenture, we may be required to offer to repurchase all of the 2021 Senior Notes. The redemption price (subject to limitations as described in the 2021 Indenture) is 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. As of September 30, 2013, we were in compliance with the covenant requirements of the 2021 Senior Notes.

	Our 2021 Senior Notes are subject to certain events of default, including, among others, breach of other agreements in the 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.

	Financing Facilities

	On August 27, 2010, we completed a private placement offering under Securities and Exchange Commission (“SEC”) Rule 144A for the 2018 Senior Notes at an issue price of 99.269% in reliance on an exemption pursuant to Section 4(2) of the Securities Act of 1933. In July 2013, we redeemed $354 million of the $455 million outstanding balance with proceeds from the 2021 Senior Notes offering.

	On August 27, 2010, we also entered into 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%. The Term Loan permits us to increase the size of the facility by up to $125 million. On October 31, 2012, we exercised the accordion feature of our Term Loan and borrowed the additional $125 million for the purpose of funding potential investment opportunities and for general corporate purposes. Accordingly, we recognized a $1 million charge for the year ended December 31, 2012 for loss on early extinguishment of debt resulting from the write-off of deferred financing costs and miscellaneous fees. An additional $1 million in arranger fees were written-off to interest expense for the year end December 31, 2012. During 2013, we repaid $102 million of the Term Loan with proceeds from the 2021 Senior Notes offering and cash on hand.

	In October 2013, we entered into an amendment of our Term Loan. The amendment to the Term Loan (the “Amendment”), among other things, (i) reduces the interest rate and LIBOR floor on the term loans outstanding under the Term Loan agreement (the “term loans”), (ii) provides for a 1% prepayment premium if the term loans are refinanced with certain specified refinancing debt within 6 months, (iii) introduces scheduled quarterly amortization of the term loans in the amount of 1% annually, and (iv) permit additional flexibility under certain of our operating covenants (including but not limited to additional flexibility for debt, investments, restricted payments and dispositions) in the Term Loan agreement. The Amendment became effective on October 30, 2013.

	On November 10, 2010, we entered into a five-year senior secured revolving credit facility available through 2015 (the “ABL Facility”) with Bank of America, N.A., as administrative agent and the other lenders party thereto for an amount up to $275 million, subject to availability under a borrowing base (with a $125 million letter of credit sub-facility). The ABL Facility permits us to increase the size of the facility by up to $125 million subject to obtaining lender commitments to provide such increase.

	At September 30, 2013 and December 31, 2012, we had no borrowings under the ABL Facility and $14 million of outstanding letters of credit (primarily related to insurance obligations, environmental obligations and banking credit facilities) which utilizes available capacity under the facility. At September 30, 2013 and December 31, 2012, we had approximately $191 million and $199 million, respectively of undrawn availability under the ABL Facility.

	These facilities contain 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. The Term Loan requires that we meet certain quarterly financial maintenance covenants including a maximum Secured Leverage Ratio (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. The ABL Facility contains a springing financial covenant requiring a minimum trailing 12-month fixed charge coverage ratio (as defined in the agreement) of 1.1 to 1.0 at all times during any period from the date when the amount available for borrowings under the ABL Facility falls below the greater of (i) $34 million and (ii) 12.5% of the aggregate commitments until such date such available amount has been equal to or greater than the greater of (i) $34 million and (ii) 12.5% of the aggregate commitments for 45 consecutive days. As of September 30, 2013, we were in compliance with the covenant requirements of these financing facilities.

	On March 29, 2013, we entered into a promissory note in the principal sum of $7 million with a term of six years bearing interest at a rate of 5.29% per annum to finance the cost of certain information technology software licenses. The principal of note is to be repaid in equal monthly installments over its term.

	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 (“ABC Bank”). The China Bank Facility will be used for funding construction of our manufacturing facility in Nantong, China. The China Bank Facility 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 base on the prevailing People Bank of China Lending Rate. At September 30, 2013, we had borrowings of $17 million under the China Bank Facility. Repayments of principal will be made in semi-annual installments from December 2014 through December 2017.

	Accounts Receivable Financing Facility

	On October 26, 2011, certain of our European subsidiaries (the “Sellers”) entered into a trade receivables financing facility (the “A/R Financing Facility”) with GE FactoFrance SAS as purchaser (the “Purchaser”). Pursuant to the A/R Financing Facility, and subject to certain conditions stated therein, the Purchaser has agreed to purchase from the Sellers, on a revolving basis, certain trade receivables up to a maximum amount outstanding at any time of €68 million (approximately $92 million). The monthly financing fee on the drawn portion of the A/R Financing Facility is the applicable Base Rate plus 1.50%. In addition, the A/R Financing Facility is subject to a minimum commission on the annual volume of transferred receivables. We had no outstanding advances under the A/R Financing Facility for the period ending December 31, 2012. We utilized this facility during 2012, however, in December 2012 we agreed with the Purchaser to suspend the facility in light of internal plans to change which of our European entities invoice sales to customers.

INCOME_TAXES

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2013
INCOME TAXES	'
INCOME TAXES	'
	8) INCOME TAXES

	We reported an income tax expense of $3 million and $5 million for the quarters ended September 30, 2013 and 2012, respectively. For the nine months ended September 30, 2013 and 2012, we reported income tax expense of $24 million and $16 million, respectively. The tax expense reported for the quarter and nine months ended September 30, 2013 relates to taxable income of certain of our international subsidiaries. The tax expense reported for the quarter and nine months ended September 30, 2012 relates to taxable income of certain of our international subsidiaries reduced by the tax benefit of elements of the third quarter of 2012 restructuring charge.

	In the quarter and nine months ended September 30, 2013, we established a valuation allowance against the tax benefits associated with our year-to-date U.S. losses. We will continue to adjust our tax provision through the establishment or reduction of non-cash valuation allowances until we determine that it is more-likely than not that the net deferred tax assets associated with our U.S. operations will be utilized.

	We have net liabilities related to unrecognized tax benefits of $44 million and $41 million at September 30, 2013 and December 31, 2012, respectively. The increase is primarily due to currency fluctuation.

	We recognize interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest and penalties are included within the related liability captions in our Consolidated Balance Sheet.

	We believe it is reasonably possible that our unrecognized tax benefits may decrease by approximately $4 million within the next year. This reduction may occur due to the expiration of the statute of limitations or conclusion of examinations by tax authorities. We further expect that the amount of unrecognized tax benefits will continue to change as a result of ongoing operations, the outcomes of audits and the expiration of the statute of limitations. This change is not expected to have a significant impact on our financial condition.

ACCUMULATED_OTHER_COMPREHENSIV

ACCUMULATED OTHER COMPREHENSIVE LOSS	9 Months Ended
	Sep. 30, 2013
ACCUMULATED OTHER COMPREHENSIVE LOSS	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'
	9) ACCUMULATED OTHER COMPREHENSIVE LOSS

	The components of accumulated other comprehensive loss (“AOCL”), net of tax at September 30, 2013 and December 31, 2012, are as follows:

	(in millions)	Foreign			Unrecognized			Total
		Currency			Pension and
		Translation			Other Post-
		Adjustments			Retirement
					Benefit Costs
	As of December 31, 2012	$	47		$	(475	)	$	(428	)
	Other comprehensive (loss) income before reclassifications	(7		)	21			14
	Amounts reclassified from AOCL	(9		)	121			112
	Net current period other comprehensive (loss) income	(16		)	142			126
	As of September 30, 2013	$	31		$	(333	)	$	(302	)

	The following table summarizes the reclassifications from AOCL to the Condensed Consolidated Statement of Operations for the quarter and nine months ended September 30, 2013:

		Quarter Ended			Nine months ended
		September 30, 2013			September 30, 2013			Affected line item in the
	(in millions)	Amount Reclassified			Amount Reclassified			consolidated statement of
		from AOCL			from AOCL			operations
	Foreign currency translation items:
	Liquidation of consolidated entities	$	—		$	15		Other income, net
	Sale of discontinued operations (b)	—			(6		)	Loss on sale of discontinued operations, net of tax
	Net of tax	—			9
	Defined benefit pension plan items:
	Amortization of prior-service costs (a)	1			3			See Note (a)
	Amortization of actuarial losses (a)	(5		)	(17		)	See Note (a)
	Sale of discontinued operations (b)	(2		)	(122		)	Loss on sale of discontinued operations, net of tax
	Total before tax	(6		)	(136		)
	Tax on continuing operations	—			1			Income Tax Expense
	Tax on discontinued operations	—			14			Loss on sale of discontinued operations, net of tax
	Total tax	—			15
	Net of tax	(6		)	(121		)
	Total reclassifications	$	(6	)	$	(112	)


	(a) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and other Post-Retirement Plans for additional information).
	(b) Sale of the Antioxidant Business (see Note 2 - Acquisitions and Divestitures)

EARNINGS_PER_COMMON_SHARE

EARNINGS PER COMMON SHARE	9 Months Ended
EARNINGS PER COMMON SHARE	Sep. 30, 2013
EARNINGS PER COMMON SHARE	'
EARNINGS PER COMMON SHARE	'
	10) EARNINGS PER COMMON SHARE

	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 quarter and nine months ended September 30, 2013, since the common stock equivalents were anti-dilutive as a result of a loss from continuing operations. Common stock equivalents amounted to 1.2 million shares for the quarter and nine months ended September 30, 2013.

	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)	2013	2012	2013	2012
	Weighted average shares outstanding - Basic	97.5	97.9	98.1	98.4
	Dilutive effect of common share equivalents	—	0.3	—	0.4
	Weighted average shares outstanding - Diluted	97.5	98.2	98.1	98.8

	On May 9, 2013, the Board authorized an increase in our share repurchase program by $41 million to $141 million of which $50 million remains as of September 30, 2013 and extended the program through March 31, 2014. The shares are expected to be repurchased from time to time through open market purchases. The program, which does not obligate us to repurchase any particular amount of common stock, 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 repurchased 2.2 million shares at a cost of $50 million during the quarter and nine months ended September 30, 2013. As of September 30, 2013, we repurchased 5.6 million shares at a cost of $91 million under this program, which was originally approved in October 2011.

STOCK_INCENTIVE_PLANS

STOCK INCENTIVE PLANS	9 Months Ended
STOCK INCENTIVE PLANS	Sep. 30, 2013
STOCK INCENTIVE PLANS	'
STOCK INCENTIVE PLANS	'
	11) STOCK INCENTIVE PLANS

	In 2010, we adopted the Chemtura Corporation 2010 Long-Term Incentive Plan (the “2010 LTIP”), which was approved by the Bankruptcy Court and became effective upon our emergence from Chapter 11. The 2010 LTIP provides for grants of nonqualified 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-based compensation expense was $3 million and $4 million for the quarters ended September 30, 2013 and 2012, respectively, and $11 million and $14 million for the nine months ended September 30, 2013 and 2012, respectively. Stock-based compensation expense was primarily reported in SG&A.

	Stock Option Plans

	In March 2013, the compensation committee of our Board (the “Compensation Committee”) approved the grant of 0.4 million NQOs under the 2013 long-term incentive awards (the “2013 Awards”). These options vest ratably over a three-year period.

	In March 2012, the Compensation Committee approved the grant of 0.8 million NQOs under the 2012 long-term incentive awards (the “2012 Awards”). These options vest ratably over a three-year period.

	We use the Black-Scholes option-pricing model to determine the fair value of NQOs. We have elected to recognize compensation cost for awards of NQOs equally over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Using this method, the weighted average per share fair value of stock options granted during the nine months ended September 30, 2013 and 2012 was $9.92 and $8.14, respectively.

	Total remaining unrecognized compensation expense associated with unvested NQOs at September 30, 2013 was $5 million, which will be recognized over the weighted average period of approximately 2 years.

	Restricted Stock Units and Performance Shares

	In March 2013, the Compensation Committee approved the grant of 0.2 million time-based RSUs under the 2013 Awards. These RSUs vest ratably over a three-year period.

	In March 2013, the Compensation Committee approved the grant of 0.2 million performance shares under the 2013 Awards. The 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, 2015, the performance share metric used will be our relative total shareholder return against the companies comprising the Russell 3000 Index, and the performance shares will be settled on March 1, 2016. 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 $27.27.

	In March 2012, the Compensation Committee approved the grant of 0.6 million time-based RSUs under the 2012 Awards. These RSUs vest ratably over a three-year period.

	In March 2012, the Compensation Committee approved the grant of 0.3 million performance shares under the 2012 Awards. The 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, 2014, the performance share metric used will be our relative total shareholder return against the companies comprising the Russell 3000 Index, and the performance shares will be settled on March 1, 2015. 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 $25.38.

	Total remaining unrecognized compensation expense associated with unvested time-based RSUs and performance shares at September 30, 2013 was $13 million, which will be recognized over the weighted average period of approximately 2 years.

	Employee Stock Purchase Plan

	In May 2012, our shareholders approved the Chemtura Corporation 2012 Employee Stock Purchase Plan (the “ESPP”). This plan permits eligible employees to annually elect to have up to 10% of their compensation withheld and applied to the purchase of shares of Chemtura’s common stock. Purchases are made at the end of quarterly offering periods and are based on the lower of the fair market value of the shares on the first and last trading days during the offering period. The first offering period was for the calendar quarter ended September 30, 2012. A total of one million shares are authorized to be issued under the ESPP, including up to 0.1 million shares per offering period and 0.3 million shares per plan year. As of September 30, 2013, approximately 0.9 million shares are available for future issuance under this plan.

PENSION_AND_OTHER_POSTRETIREME

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	9 Months Ended
	Sep. 30, 2013
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	'
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	'
	12) 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, 2013 and 2012 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)	2013			2012			2013			2012			2013			2012
	Service cost	$	—		$	1		$	1		$	—		$	—		$	—
	Interest cost	7			10			5			5			1			2
	Expected return on plan assets	(10		)	(14		)	(6		)	(5		)	—			—
	Amortization of prior service cost	—			—			—			—			(1		)	(1		)
	Amortization of actuarial losses	3			4			1			1			1			—
	Net periodic benefit cost	$	—		$	1		$	1		$	1		$	1		$	1

		Defined Benefit Plans
		Qualified						International and						Post-Retirement
		U.S. Plans						Non-Qualified Plans						Health Care Plans
		Nine months ended						Nine months ended						Nine months ended
		September 30,						September 30,						September 30,
	(In millions)	2013			2012			2013			2012			2013			2012
	Service cost	$	—		$	1		$	3		$	2		$	—		$	—
	Interest cost	24			32			15			15			3			4
	Expected return on plan assets	(35		)	(41		)	(18		)	(16		)	—			—
	Amortization of prior service cost	—			—			—			—			(3		)	(4		)
	Amortization of actuarial losses	11			11			3			2			3			2
	Net periodic benefit cost	$	—		$	3		$	3		$	3		$	3		$	2

	In addition to the net periodic benefit (credit) cost summarized above, in the second quarter of 2013 we recorded a gain related to an adjustment for a legacy pension plan of $2 million to SG&A and $4 million to Loss from discontinued operations on our Consolidated Statement of Operations.

	We contributed $10 million to our U.S. qualified pension plans, $2 million to our U.S. non-qualified pension plans and $17 million to our international pension plans for the nine months ended September 30, 2013. Contributions to post-retirement health care plans for the nine months ended September 30, 2013 were $8 million.

	On November 18, 2009, the Bankruptcy Court entered an order (the “2009 OPEB Order”) approving, in part, our motion (the “2009 OPEB Motion”) requesting authorization to modify certain post-retirement welfare benefits (the “OPEB Benefits”) under our post-retirement welfare benefit plans (the “OPEB Plans”), including the OPEB Benefits of certain Uniroyal salaried retirees (the “Uniroyal Salaried Retirees”). On April 5, 2010, the Bankruptcy Court entered an order denying the Uniroyal Salaried Retirees’ motion to reconsider the 2009 OPEB Order based, among other things, on the Uniroyal Salaried Retirees’ failure to file a timely objection to the 2009 OPEB Motion. On April 8, 2010, the Uniroyal Salaried Retirees appealed the Bankruptcy Court’s April 5, 2010 order and on April 14, 2010, sought a stay pending their appeal (the “Stay”) of the 2009 OPEB Order as to our right to modify the OPEB Benefits. On April 21, 2010, the Bankruptcy Court ordered us not to modify the Uniroyal Salaried Retirees’ OPEB Benefits pending a hearing and decision as to the Stay. After consulting with the official committees of unsecured creditors and equity security holders, we requested that the Bankruptcy Court have a hearing to decide, as a matter of law, whether we have the right to modify the OPEB Benefits of the Uniroyal Salaried Retirees as requested in the 2009 OPEB Motion. In November 2011, we reached an agreement in principle with a steering committee of the Uniroyal Salaried Retirees resolving all disputes concerning the 2009 OPEB Motion. On February 21, 2012, we filed a motion with the Bankruptcy Court seeking approval of a settlement stipulation with the steering committee of the Uniroyal Salaried Retirees based upon the prior agreement in principle and authorizing us to implement changes to the OPEB Benefits of all Uniroyal Salaried Retirees based upon the settlement stipulation and as a partial grant of the relief requested in the 2009 OPEB Motion. The Bankruptcy Court approved the motion at a hearing held on March 29, 2012. The changes were communicated to the participants in May 2012. The impact of the change was an $8 million increase to the projected benefit obligation, which we recorded in the second quarter of 2012 as an increase to the pension and post-retirement healthcare liabilities, with an offset to AOCL on our Consolidated Balance Sheet at December 31, 2012.

	On May 9, 2011, one of our UK subsidiaries entered into definitive agreements with the trustees of the Great Lakes U.K. Limited Pension Plan (“the UK Pension Plan”) over the terms of a “recovery plan” which provided for a series of additional cash contributions to be made to reduce the underfunding over time. The agreements provided, among other things, for our UK subsidiary to make cash contributions of £60 million (approximately $96 million) in just over a three year period, with the initial contribution of £30 million ($49 million) made in the second quarter of 2011, the second contribution of £15 million ($24 million) made in the second quarter of 2012 and the third contribution of £8 million ($11 million) made in the second quarter of 2013. The final contribution of £8 million ($11 million) is expected to be made in the second quarter of 2014. The agreements also provided for the granting of both a security interest and a guarantee to support certain of the liabilities under the UK Pension Plan.

	There was also an evaluation being undertaken as to whether additional benefit obligations exist in connection with the equalization of certain benefits under the UK Pension Plan that occurred in the early 1990s. Based on the results of the evaluation in 2011, $8 million of expense was recorded in the fourth quarter of 2011, which was subject to adjustment as further information is gathered as part of the evaluation. Additional information has been gathered and evaluated during the second quarter of 2013 and resulted in a reduction of the estimated liability from that originally estimated. Accordingly we recorded $2 million of income to SG&A in the second quarter of 2013. When we reach agreement with the trustees of the UK Pension Plan as to what additional benefit obligations exist, our UK subsidiary is required to make additional cash contributions to the UK Pension Plan.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	9 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Sep. 30, 2013
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
	13) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

	Our activities expose our earnings, cash flows and financial condition to a variety of market risks, including the effects of changes in foreign currency exchange rates, interest rates and energy prices. We maintain a risk management strategy that may utilize derivative instruments to mitigate risk against foreign currency movements. We do not enter into derivative instruments for trading or speculative purposes.

	We have exposure to changes in foreign currency exchange rates resulting from transactions entered into by us and our foreign subsidiaries in currencies other than their functional currency (primarily trade payables and receivables). We are also exposed to currency risk on intercompany transactions (including intercompany loans). We manage these currency risks on a consolidated basis, which allows us to net our exposure.

	In September 2013, we entered into a €25 million notional put option and €25 million notional value forward contract to reduce the risk of currency exposure related to the Euro in one of our consolidated subsidiaries. These contracts matured in October 2013. We use fair value accounting methods for these contracts and have recorded unrealized losses of $1 million reflecting the changes in fair market value of these contracts in other income, net in our Consolidated Statement of Operations for the quarter and nine months ended September 30, 2013. The resulting net liability of the changes in fair market value of the remaining contracts of $1 million has been accounted for in other current liabilities in our Consolidated Balance Sheet.

	During the first half of 2013, we entered into a zero cost collar contract and two additional forward contracts to reduce the risk of currency exposure related to the Euro in one of our consolidated subsidiaries. These contracts matured at various times during the second quarter of 2013. We use fair value accounting methods for these contracts and have recorded losses of less than $1 million and gains of $3 million reflecting the changes in fair market value of these contracts in other income, net in our Consolidated Statement of Operations for the quarter ended June 30, 2013 and nine months ended September 30, 2013.

	In April 2012, we purchased two forward contracts with a notional amount totaling $25 million to reduce the risk of currency exposure related to the remaining two annual installments of proceeds from the sale of our 50% interest in Tetrabrom Technologies Ltd. in 2011. We use fair value accounting methods for these contracts. During the quarter ended June 30, 2013, one of these contracts settled and we recorded a realized gain of less than $1 million in other income, net. We have recorded an unrealized gain of less than $1 million reflecting the changes in the fair market value on the remaining contract in other income, net in our Consolidated Statement of Operations for the quarter and nine months ended September 30, 2013. The resulting net liability of the changes in fair market value of the remaining contract of less than $1 million has been accounted for in other current assets in our Consolidated Balance Sheet.

	In June 2012, we purchased and settled a forward contract with a notional amount totaling $8 million to reduce the risk of currency exposure related to the payment of an intercompany payable denominated in Mexican Pesos. We used fair value accounting methods for these contracts and have recorded a gain of less than $1 million reflecting the changes in the fair market value of these contracts in other expense, net in our Consolidated Statement of Operations for the nine months ended September 30, 2012.

FINANCIAL_INSTRUMENTS_AND_FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

14) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The carrying amounts for cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities, approximate their fair value because of the short-term maturities of these instruments. The fair value of debt is based primarily on quoted market values.

The following table presents the carrying amounts and estimated fair values of material financial instruments used by us in the normal course of business:

As of September 30, 2013

As of December 31, 2012

Carrying

Fair

Carrying

Fair

(In millions)

Amount

Value

Amount

Value

Total debt

894

907

876

920

Fair Value Measurements

We apply the provisions of ASC 820 with respect to our financial assets and liabilities that are measured at fair value within the financial statements on a recurring basis. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The fair value hierarchy specified by ASC 820 is as follows:

· Level 1 — Quoted prices in active markets for identical assets and liabilities.

· Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market date.

· Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Level 1 fair value measurements in 2013 and 2012 included securities purchased in connection with the deferral of compensation, our match and investment earnings related to the supplemental savings plan. These securities are considered our general assets until distributed to the participant and are included in other assets in our Consolidated Balance Sheets. A corresponding liability is included in other liabilities at September 30, 2013 and December 31, 2012 in our Consolidated Balance Sheets. Quoted market prices were used to determine fair values of these Level 1 investments which are held in a trust with a third-party brokerage firm. The fair value of the asset and corresponding liability was $2 million at September 30, 2013 and December 31, 2012.

Level 2 fair value measurements are used to value our financial instruments subject to foreign currency exchange risk (see Note 13 — Derivative Instruments and Hedging Activities.) For the nine months ended September 30, 2013, there were no transfers into or out of Levels 1 and 2.

Level 3 fair value measurements are utilized in our impairment reviews of Goodwill (see Note 6 — Goodwill and Intangible Assets).

During the second quarter of 2013, we obtained an investment in non-public preferred equity securities with a face value of $9 million. We have estimated the fair value to be $4 million, utilizing Level 3 measurements, where the fair value estimate is determined internally based on business and market sector fundamentals. We have reported the fair value of this investment in Other Non-Current Assets and reported the difference between the face value and fair value in loss on sale of discontinued operations.

Level 1, 2 and 3 fair value measurements are utilized for defined benefit plan assets in determining the funded status of our pension and post-retirement benefit plan liabilities on an annual basis (at December 31).

ASSET_RETIREMENT_OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS	9 Months Ended
	Sep. 30, 2013
ASSET RETIREMENT OBLIGATIONS	'
ASSET RETIREMENT OBLIGATIONS	'
	15) ASSET RETIREMENT OBLIGATIONS

	We apply the provisions of ASC Topic 410, Asset Retirements and Environmental Obligations (“ASC 410”), which requires us to make estimates regarding future events in order to record a liability for asset retirement obligations in the period in which a legal obligation is created. Such liabilities are recorded at fair value, with an offsetting increase to the carrying value of the related long-lived assets. The fair value is estimated by discounting projected cash flows over the estimated life of the assets using our credit adjusted risk-free rate applicable at the time the obligation is initially recorded. In future periods, the liability is accreted to its present value and the capitalized cost is depreciated over the useful life of the related asset. We also adjust the liability for changes resulting from revisions to the timing of future cash flows or the amount of the original estimate. Upon retirement of the long-lived asset, we either settle the obligation for its recorded amount or incur a gain or loss.

	Our asset retirement obligations include estimates for all asset retirement obligations identified for our worldwide facilities. Our asset retirement obligations are primarily the result of legal obligations for the removal of leasehold improvements and restoration of premises to their original condition upon termination of leases at approximately 25 facilities; legal obligations to close approximately 89 brine supply, brine disposal, waste disposal, and hazardous waste injection wells and the related pipelines at the end of their useful lives; and decommissioning and decontamination obligations that are legally required to be fulfilled upon closure of approximately 30 of our manufacturing facilities.

	The following is a summary of the change in the carrying amount of the asset retirement obligations for the quarters and nine months ended September 30, 2013 and 2012 and the net book value of assets related to the asset retirement obligations at September 30, 2013 and 2012:

		Quarters ended September 30,					Nine months ended September 30,
	(In millions)	2013			2012		2013			2012
	Asset retirement obligation balance at beginning of period	$	17		$	22	$	20		$	21
	Accretion expense (income) — cost of goods sold (a)(b)	3			1		3			3
	Payments	(2		)	—		(5		)	(1		)
	Asset retirement obligation balance at end of period	$	18		$	23	$	18		$	23
	Net book value of asset retirement obligation assets at end of period	$	—		$	1	$	—		$	1


	(a) The accretion expense for the quarter and nine months ended September 30, 2013 reflects the increase due to additional cleanup costs required at the Upton Road, Canada facility.
	(b) The accretion expense for the nine months ended September 30, 2012 reflects the acceleration of obligations related to the Pedrengo, Italy facility due to the shutdown approved on April 30, 2012.

	Depreciation expense for the nine months ended September 30, 2013 and 2012 was less than $1 million.

	At September 30, 2013 and December 31, 2012, $3 million and $6 million, respectively, of asset retirement obligations were included in accrued expenses and $15 million and $14 million, respectively, were included in other liabilities in our Consolidated Balance Sheet.

EMERGENCE_FROM_CHAPTER_11

EMERGENCE FROM CHAPTER 11	9 Months Ended
	Sep. 30, 2013
EMERGENCE FROM CHAPTER 11	'
EMERGENCE FROM CHAPTER 11	'
	16) EMERGENCE FROM CHAPTER 11

	On March 18, 2009 (the “Petition Date”) Chemtura and 26 of our U.S. affiliates (collectively the “U.S. Debtors” or the “Debtors” when used in relation to matters before August 8, 2010) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

	On August 8, 2010, our Canadian subsidiary, Chemtura Canada Co/Cie (“Chemtura Canada”), filed a voluntary petition for relief under Chapter 11. On August 11, 2010, Chemtura Canada commenced ancillary recognition proceedings under Part IV of the Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice, (the “Canadian Court” and such proceedings, the “Canadian Case”). The U.S. Debtors along with Chemtura Canada after it filed for Chapter 11 (collectively the “Debtors”) requested the Bankruptcy Court to enter an order jointly administering Chemtura Canada’s Chapter 11 case with the previously filed Chapter 11 cases and appoint Chemtura Canada as the “foreign representative” for the purposes of the Canadian Case. Such orders were granted on August 9, 2010. On August 11, 2010, the Canadian Court entered an order recognizing the Chapter 11 cases as a “foreign proceedings” under the CCAA.

	On November 3, 2010, the Bankruptcy Court entered an order confirming the Debtors’ plan of reorganization (the “Plan”). On November 10, 2010 (the “Effective Date”), the Debtors substantially consummated their reorganization through a series of transactions contemplated by the Plan and the Plan became effective.

	On June 10, 2011, we filed a closing report in Chemtura Canada’s Chapter 11 case and a motion seeking a final decree closing that Chapter 11 case. On June 23, 2011, the Bankruptcy Court granted our motion and entered a final decree closing the Chapter 11 case of Chemtura Canada.

	On December 1, 2011, we filed a motion requesting entry of an order granting a final decree closing the Chapter 11 cases of 22 Debtors (the “Fully Administered Debtors”):

	· A&M Cleaning Products LLC	· Crompton Colors Incorporated	· Laurel Industries Holdings, Inc.
	· Aqua Clear Industries, LLC	· Crompton Holding Corporation	· Monochem, Inc.
	· ASEPSIS, Inc.	· Crompton Monochem, Inc.	· Naugatuck Treatment Company
	· ASCK, Inc.	· Great Lakes Chemical Global, Inc.	· Recreational Water Products, Inc.
	· BioLab Company Store, LLC	· GT Seed Treatment, Inc.	· Weber City Road LLC
	· Biolab Franchise Company, LLC	· HomeCare Labs, Inc	· WRL of Indiana, Inc.
	· BioLab Textile Additives, LLC	· ISCI, Inc.
	· CNK Chemical Realty Corporation	· Kem Manufacturing Corporation

	On December 15, 2011, the Bankruptcy Court entered an order granting a final decree closing the Fully Administered Debtors’ Chapter 11 cases.

	On January 5, 2012, we filed a motion with the Bankruptcy Court seeking authority to make a third supplemental distribution to Holders of Interests, which was granted by the Bankruptcy Court on January 26, 2012. The Bankruptcy Court extended the time to make the third supplemental distribution by order dated March 2, 2012 and authorized an increase to the third supplemental distribution by order dated March 8, 2012. The third supplemental distribution was made in March 2012 and included payments of $3 million in cash and $20 million in stock, valuing the stock at the Plan valuation.

	On February 7, 2012, we filed a motion requesting entry of an order granting a final decree closing the Chapter 11 cases for Bio-Lab, Inc. and GLCC Laurel, LLC, which was granted by the Bankruptcy Court on February 22, 2012.

	On March 16, 2012, we filed a motion requesting entry of an order granting a final decree closing the Chapter 11 cases for Great Lakes Chemical Corporation and Uniroyal Chemical Company Limited (Delaware), which was granted by the Bankruptcy Court on March 29, 2012.

	On May 4, 2012, the Bankruptcy Court entered an order disallowing and expunging the last two general unsecured claims in Chemtura’s Chapter 11 case.

	In July 2012, we made a final distribution to Holders of Interests under the Plan including all amounts remaining in the Disputed Claims Reserve. The final distribution included $3 million in stock valued at the Plan valuation.

	On October 2, 2012, the Bankruptcy Court granted the motion of Momentive Performance Materials, Inc. (“Momentive”) for an order granting our prior motion under the Plan to assume our executory contract with Momentive and directing payment of a purportedly agreed cure claim. After a contested hearing, the Bankruptcy Court granted the motion by order dated October 17, 2012. The payment of the cure claim resolved all claims of default under the agreement through October 2, 2012.

	As of December 31, 2012, there were no remaining undisbursed amounts in the Disputed Claims Reserve.

	On January 31, 2013, the Bankruptcy Court granted Chemtura’s motion to enforce the discharge injunction under the Plan against certain tort claimants. On February 7, 2013, the Bankruptcy Court entered a written order consistent with its ruling. On February 20, 2013, the claimants appealed the Bankruptcy Court’s February 7, 2013 order, and the appeal is pending in the District Court for the Southern District of New York.

	As of September 30, 2013, the Bankruptcy Court has entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases except the Chapter 11 case of Chemtura Corporation.

	Reorganization items, net was $1 million for the nine months ended September 30, 2013, primarily for professional fees. Reorganization items, net was $1 million and $4 million for the quarter and nine months ended September 30, 2012, respectively, which included $3 million for professional fees and $1 million for claim settlements. Claim settlements represent the difference between the settlement amount of certain pre-petition obligations (which for obligations settled in common stock are based on the fair value of our stock at the issuance date) and the corresponding carrying value of the recorded liabilities.

LEGAL_PROCEEDINGS_AND_CONTINGE

LEGAL PROCEEDINGS AND CONTINGENCIES	9 Months Ended
LEGAL PROCEEDINGS AND CONTINGENCIES	Sep. 30, 2013
LEGAL PROCEEDINGS AND CONTINGENCIES	'
LEGAL PROCEEDINGS AND CONTINGENCIES	'
	17) 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.

	As a result of the Chapter 11 cases, substantially all prepetition litigation and claims against us and our subsidiaries that were Debtors in the Chapter 11 cases have been discharged and permanently enjoined from further prosecution and are described below under the subheading “Prepetition Litigation and Claims Discharged Under the Plan.”

	Claims and legal actions asserted against non-Debtors or relating to events occurring after the Effective Date, certain regulatory and administrative proceedings and certain contractual and other claims assumed with the authorization of the Bankruptcy Court, were not discharged in the Chapter 11 cases and are described below under the subheading “Litigation and Claims Not Discharged Under the Plan.”

	Prepetition Litigation and Claims Discharged Under the Plan

	Chapter 11 Plan and Establishment of Claims Reserves

	On March 18, 2009, the Debtors filed voluntary petitions in the Bankruptcy Court seeking relief under Chapter 11. The Debtors’ Chapter 11 cases were assigned to the Honorable Robert E. Gerber and are being jointly administered as Case No. 09-11233. The Debtors continued to operate their business as debtors in possession under the jurisdiction of the Bankruptcy Court until their emergence from Chapter 11 on November 10, 2010.

	Pursuant to the Plan, and by orders of the Bankruptcy Court dated September 24, 2010, October 19, 2010 and October 29, 2010, the Debtors established the Diacetyl Reserve, the Environmental Reserve and the Disputed Claims Reserve, each as defined in the Plan, on account of claims that were not yet allowed in the Chapter 11 cases as of the Effective Date, including proofs of claim asserted against the Debtors that were subject to objection as of the Effective Date (the “Disputed Claims”). The Diacetyl Reserve was approved by the Bankruptcy Court in the amount of $7 million, comprised of separate segregated reserves, and has since been reduced as settlement agreements have been approved by the Bankruptcy Court. The Environmental Reserve was approved by the Bankruptcy Court in the amount of $38 million, a portion of which was further segregated into certain separate reserves established to account for settlements that were pending Bankruptcy Court approval, and has since been reduced as settlement agreements have been approved by the Bankruptcy Court. The Disputed Claims Reserve was approved by the Bankruptcy Court in the amount of $42 million, plus additional segregated individual reserves for certain creditors’ claims in the aggregate amount of approximately $30 million, all of which have been reduced as settlement agreements have been approved by the Bankruptcy Court.

	On June 24, 2011, we resolved the final disputed Environmental Claim. As a result, under the Plan, the amounts remaining in the Environmental Reserve were transferred to the Disputed Claims Reserve. Any remaining Disputed Claims, to the extent they were ultimately allowed by the Bankruptcy Court, were satisfied (to the extent allowed and not covered by insurance) from the Disputed Claims Reserve. Holders of the Disputed Claims are permanently enjoined under the Plan from pursuing their claims against us. On May 4, 2012, the Bankruptcy Court entered an order disallowing the last Disputed Claim subject to the Disputed Claims Reserve. In July 2012, we made a final distribution to Holders of Interests in accordance with the Plan that included all amounts remaining in the Disputed Claims Reserve.

	Litigation and Claims Not Discharged Under the Plan

	Environmental Liabilities

	We are involved in environmental matters of various types in a number of jurisdictions. A number of such matters 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. Chemtura and several of our subsidiaries have been identified by federal, state or local governmental agencies or by other PRPs, as a PRP at various locations in the United States. 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. In many cases, we are one of a large number of PRPs with respect to a site. In a few instances, we are the sole or one of only a handful of PRPs performing investigation and remediation. Where other financially responsible PRPs are involved, we expect that any ultimate liability resulting from such matters will be apportioned between us and such other parties. 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 reasonably estimable.

	On September 17, 2012, our subsidiary Great Lakes Chemical Corporation received an enforcement notice from the United States Department of Justice acting on behalf of the Environmental Protection Agency (“EPA”) which has alleged violations of a National Pollution Discharge Elimination System Permit issued under the Clean Water Act in conjunction with its facility in El Dorado, Arkansas. The EPA sought injunctive relief and civil penalties. We negotiated a consent decree with the EPA, including a penalty of less than $1 million, to resolve the alleged violations, which was paid on September 6, 2013 in full satisfaction of the decree.

	The total amount accrued for environmental liabilities as of September 30, 2013 and December 31, 2012 was $95 million and $84 million, respectively. At September 30, 2013 and December 31, 2012, $18 million and $15 million, respectively, of these environmental liabilities were reflected as accrued expenses and $77 million and $69 million, respectively, were reflected as other liabilities. We estimate that the reasonably possible ongoing environmental liabilities could range up to $109 million at September 30, 2013. Our accruals for environmental liabilities include estimates for determinable clean-up costs. We recorded pre-tax charges of $26 million for the nine months ended September 30, 2013 which included a $21 million charge related to a legacy non-operating site in France, and made payments of $9 million during the nine months ended September 30, 2013 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, 2013, 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 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.

	Other

	We are routinely subject to other civil claims, litigation and arbitration, 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 and asbestos-related claims concerning premises and historic products of our corporate affiliates and predecessors. We believe the claims relating to the period before the filing of the Chapter 11 cases are subject to discharge pursuant to the Plan and have been satisfied, to the extent they were timely filed in the Chapter 11 cases and allowed by the Bankruptcy Court, solely from the Disputed Claims Reserve. Further, we believe that we have strong defenses to these claims. These claims have not had a material impact on us to date and we believe the likelihood that a future material adverse outcome will result from these claims is remote.

	However, we cannot be certain that an adverse outcome of one or more of these claims, to the extent not discharged in the Chapter 11 cases, would not have a material adverse effect on our financial condition, results of operations or cash flows.

	Guarantees

	In addition to the letters of credit of $14 million outstanding at September 30, 2013 and December 31, 2012, respectively, we have guarantees that have been provided to various financial institutions. At September 30, 2013 and December 31, 2012, we had $12 million of outstanding guarantees. The letters of credit and guarantees were primarily related to liabilities for insurance obligations, environmental obligations, banking and credit facilities, vendor deposits and European value added tax (“VAT”) obligations.

	We have applied the disclosure provisions of ASC Topic 460, Guarantees (“ASC 460”), to our agreements that contain guarantee or indemnification clauses. We are a party to several agreements pursuant to which we may be obligated to indemnify a third party with respect to certain loan obligations of joint venture companies in which we previously had an equity interest. These obligations arose to provide initial financing for a joint venture start-up, fund an acquisition and/or provide project capital. Such obligations mature through May 2016. In the event that any of the joint venture companies were to default on these loan obligations, we would indemnify the other party up to its proportionate share of the obligation based upon its ownership interest in the joint venture. At September 30, 2013 and December 31, 2012, the maximum potential future principal and interest payments due under these guarantees were $3 million. In accordance with ASC 460, we have accrued less than $1 million in reserves, which represents the probability weighted fair value of these guarantees at September 30, 2013 and December 31, 2012. The reserve has been included in other liabilities on our Consolidated Balance Sheet at September 30, 2013 and December 31, 2012 with an offset to other assets.

	In addition, we have financing agreements with banks in Brazil for certain customers under which we receive funds from the banks at invoice date, and in turn, the customer agrees to pay the banks on the due date. We provide a full recourse guarantee to the banks in the event of customer non-payment.

	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, 2013
BUSINESS SEGMENT DATA	'
BUSINESS SEGMENT DATA	'
	18) 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; and (4) changes in estimates related to expected allowable claims. Pursuant to ASC Topic 280, Segment Reporting (“ASC 280”), these items have been excluded from our presentation of segment 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; 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, fine chemical manufacturers, utilities, pharmaceutical manufactures and oilfield service companies to industry distributors.

	Chemtura AgroSolutions

	Chemtura AgroSolutions develops, supplies, registers and sells agricultural chemicals formulated for specific crops in various geographic regions for the purpose of enhancing quality and improving yields. The business focuses on specific target markets in six major product lines: seed treatments, fungicides, miticides, insecticides, growth regulators and herbicides. These products are sold directly to growers and to major distributors in the agricultural sector.

	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. Certain functional and other expenses that are managed company-wide that were allocated to the Antioxidant and Consumer Product businesses do not transfer directly under the sale agreements. As such, in historic periods these costs are shown as part of continuing operations in the corporate segment and not included under loss from discontinued operations, net of tax. These costs approximate $5 million and $7 million for the quarters ended September 30, 2013 and 2012, and $16 million and $20 million for the nine months ended September 30, 2013 and 2012, respectively. Additionally, our Corporate segment included $3 million and $4 million for the quarters ended September 30, 2013 and 2012, respectively and $8 million and $11 million for the nine months ended September 30, 2013 and 2012, respectively of amortization expense related directly to our Antioxidants business and Consumer Products segment which has been included in loss on discontinued operations, net of tax in our Consolidated Statement of Operations. Facility closures, severance and related costs are primarily for severance costs related to our cost savings initiatives. Change in estimates related to expected allowable claims relates to adjustments to resolve disputed claims.

	Discontinued Operations

	Antioxidant Business

	On November 9, 2012, we announced the sale of our Antioxidant business, which closed on April 30, 2013. As a result of entering into this transaction, the assets and liabilities included in the Antioxidant Sale have been presented as assets and liabilities of discontinued operations and earnings and direct costs associated with the Antioxidant business have been presented as earnings (loss) from discontinued operations, net of tax. The Antioxidant business was formerly included in the Industrial Performance Product segment.

	Consumer Products

	In September 2013, our Board approved the sale of our Consumer Products segment subject to the completion of definitive transaction documents and in October 2013, we entered into a stock purchase agreement to sell our Consumer Products business, including dedicated manufacturing plants in the U.S. and South Africa, to KIK Custom Products Inc. (“KIK”) for $315 million in cash at closing subject to certain customary pre- and post-closing adjustments, primarily for working capital and assumed pension liabilities.

	As a result of the Board approval, the assets and liabilities of the Consumer Products segment have been presented as assets and liabilities held for sale. Additionally, we determined that discontinued operations treatment applied and earnings and direct costs associated with Consumer Products segment have been presented as earnings (loss) from discontinued operations, net of tax in our Consolidated Statements of Operations for the current and comparative periods.

	The Antioxidant business and Consumer Products segment have therefore, been excluded from the following segment information.

	A summary of business data for our reportable segments for the quarters and nine months ended September 30, 2013 and 2012 are as follows:

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2013			2012			2013			2012
	Net Sales
	Petroleum additives	$	168		$	144		$	519		$	454
	Urethanes	74			75			218			223
	Industrial Performance Products	242			219			737			677
	Bromine based & related products	166			169			485			549
	Organometallics	42			44			123			126
	Industrial Engineered Products	208			213			608			675
	Chemtura AgroSolutions	119			114			342			311
	Total net sales	$	569		$	546		$	1,687		$	1,663

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2013			2012			2013			2012
	Operating Income
	Industrial Performance Products	$	24		$	28		$	84		$	82
	Industrial Engineered Products	1			30			34			112
	Chemtura AgroSolutions	24			21			69			54
		49			79			187			248
	General corporate expense, including amortization	(19		)	(28		)	(85		)	(85		)
	Facility closures, severance and related costs	(3		)	(2		)	(28		)	(8		)
	Changes in estimates related to expected allowable claims	—			1			—			(1		)
	Total operating income	$	27		$	50		$	74		$	154

GUARANTOR_CONDENSED_CONSOLIDAT

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	9 Months Ended
	Sep. 30, 2013
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	'
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	'
	19) GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA

	Our obligations under the 2018 Senior Notes and 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 2018 Senior Notes and 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 (loss) income, balance sheets and statements of cash flow 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, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	569		$	(509	)	$	362		$	129		$	587
	Cost of goods sold		448			(509		)	330			113			514
	Selling, general and administrative		58			—			27			4			27
	Depreciation and amortization		24			—			7			9			8
	Research and development		9			—			4			1			4
	Facility closures, severance and related costs		3			—			3			—			—
	Operating income (loss)		27			—			(9		)	2			34
	Interest expense		(14		)	—			(16		)	—			2
	Loss on early extinguishment of debt		(50		)	—			(50		)	—			—
	Other (expense) income, net		(4		)	—			(6		)	(1		)	3
	Equity in net earnings of subsidiaries		—			(45		)	45			—			—
	(Loss) earnings from continuing operations before income taxes		(41		)	(45		)	(36		)	1			39
	Income tax (expense) benefit		(3		)	—			1			—			(4		)
	(Loss) earnings from continuing operations		(44		)	(45		)	(35		)	1			35
	Earnings (loss) from discontinued operations, net of tax		7			—			(1		)	6			2
	(Loss) gain on sale of discontinued operations, net of tax		(3		)	—			(4		)	—			1
	Net (loss) earnings attributable to Chemtura		$	(40	)	$	(45	)	$	(40	)	$	7		$	38

	Condensed Consolidating Statement of Operations
	Nine months ended September 30, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	1,687		$	(1,357	)	$	1,118		$	353		$	1,573
	Cost of goods sold		1,310			(1,357		)	970			300			1,397
	Selling, general and administrative		169			—			81			12			76
	Depreciation and amortization		76			—			21			32			23
	Research and development		27			—			11			5			11
	Facility closures, severance and related costs		28			—			15			—			13
	Equity loss		3			—			—			—			3
	Operating income		74			—			20			4			50
	Interest expense		(45		)	—			(50		)	—			5
	Loss on early extinguishment of debt		(50		)	—			(50		)	—			—
	Other income (expense), net		11			—			(11		)	(1		)	23
	Reorganization items, net		(1		)	—			(1		)	—			—
	Equity in net earnings of subsidiaries		—			(46		)	46			—			—
	(Loss) earnings from continuing operations before income taxes		(11		)	(46		)	(46		)	3			78
	Income tax expense		(24		)	—			—			—			(24		)
	(Loss) earnings from continuing operations		(35		)	(46		)	(46		)	3			54
	Earnings from discontinued operations, net of tax		28			—			2			22			4
	Loss on sale of discontinued operations, net of tax		(149		)	—			(112		)	—			(37		)
	Net (loss) earnings attributable to Chemtura		$	(156	)	$	(46	)	$	(156	)	$	25		$	21

	Condensed Consolidating Statement of Comprehensive Loss
	Quarter ended September 30, 2013
	(in millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
Net (loss) earnings		$	(40	)	$	(45	)	$	(40	)	$	7		$	38
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		25			—			(20		)	3			42
Unrecognized pension and other post-retirement benefit costs		5			—			4			—			1
Comprehensive income (loss) attributable to Chemtura		$	(10	)	$	(45	)	$	(56	)	$	10		$	81

Condensed Consolidating Statement of Comprehensive Loss
Nine months ended September 30, 2013
(in millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net (loss) earnings		$	(156	)	$	(46	)	$	(156	)	$	25		$	21
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments		(16		)	—			(10		)	2			(8		)
Unrecognized pension and other post-retirement benefit costs		142			—			141			—			1
Comprehensive (loss) income attributable to Chemtura		$	(30	)	$	(46	)	$	(25	)	$	27		$	14

Condensed Consolidating Balance Sheet
As of September 30, 2013
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
ASSETS
Current assets		$	1,652		$	—		$	351		$	373		$	928
Intercompany receivables		—			(10,021		)	3,948			3,656			2,417
Investment in subsidiaries		—			(8,432		)	1,756			1,633			5,043
Property, plant and equipment		716			—			124			224			368
Goodwill		177			—			92			3			82
Other assets		299			—			136			41			122
Total assets		$	2,844		$	(18,453	)	$	6,407		$	5,930		$	8,960
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities		$	494		$	—		$	128		$	113		$	253
Intercompany payables		—			(10,021		)	4,175			3,847			1,999
Long-term debt		892			—			874			—			18
Other long-term liabilities		461			—			233			11			217
Total liabilities		1,847			(10,021		)	5,410			3,971			2,487
Stockholders’ equity		997			(8,432		)	997			1,959			6,473
Total liabilities and stockholders’ equity		$	2,844		$	(18,453	)	$	6,407		$	5,930		$	8,960

Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2013
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Increase (decrease) to cash
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings		$	(156	)	$	(46	)	$	(156	)	$	25		$	21
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operations:
Loss on sale of discontinued operations		149			—			112			—			37
Impairment charges		—			—			—			—			—
Release of cumulative translation adjustment from liquidation of entities		(15		)	—			—			—			(15		)
Loss on early extinguishment of debt		50			—			50			—			—
Depreciation and amortization		93			—			21			38			34
Stock-based compensation expense		11			—			11			—			—
Equity loss		1			—			—			—			1
Changes in assets and liabilities, net		(74		)	46			(36		)	(23		)	(61		)
Net cash (used in) provided by operations		59			—			2			40			17
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from divestments, net		91			—			(4		)	—			95
Payments for acquisitions, net of cash acquired		(3		)	—			—			—			(3		)
Capital expenditures		(124		)	—			(14		)	(35		)	(75		)
Net cash provided by (used in) investing activities		(36		)	—			(18		)	(35		)	17
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from 2021 Senior Notes		450			—			450			—			—
Payments on 2018 Senior Notes, includes premium on tendering of notes		(395		)	—			(395		)	—			—
Payments on Term Loan		(102		)	—			(102		)	—			—
Proceeds from other long-term borrowings		27			—			7			—			20
Payments on other long-term borrowings		(3		)	—			—			—			(3		)
Payments on other short-term borrowings, net		(1		)	—			—			—			(1		)
Common shares acquired		(50		)	—			(50		)	—			—
Payment for debt issuance costs		(8		)	—			(8		)	—			—
Proceeds from the exercise of stock options		6			—			6			—			—
Net cash used in financing activities		(76		)	—			(92		)	—			16
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents		(1		)	—			—			—			(1		)
Change in cash and cash equivalents		(54		)	—			(108		)	5			49
Cash and cash equivalents at beginning of period		365			—			193			—			172
Cash and cash equivalents at end of period		$	311		$	—		$	85		$	5		$	221

Condensed Consolidating Statement of Operations
Quarter ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net sales		$	546		$	(405	)	$	364		$	121		$	466
Cost of goods sold		398			(405		)	300			91			412
Selling, general and administrative		60			—			31			6			23
Depreciation and amortization		26			—			7			11			8
Research and development		10			—			5			1			4
Facility closures, severance and related costs		2			—			1			—			1
Change in estimates related to expected allowable claims		(1		)	—			(1		)	—			—
Equity loss		1			—			—			—			1
Operating income		50			—			21			12			17
Interest expense		(17		)	—			(16		)	—			(1		)
Other (expense) income, net		(5		)	—			(9		)	1			3
Reorganization items, net		(1		)	—			(1		)	—			—
Equity in net earnings of subsidiaries		—			(21		)	21			—			—
Earnings from continuing operations before income taxes		27			(21		)	16			13			19
Income tax expense		(5		)	—			—			—			(5		)
Earnings from continuing operations		22			(21		)	16			13			14
Loss from discontinued operations, net of tax		(15		)	—			(7		)	9			(17		)
Net earnings (loss)		7			(21		)	9			22			(3		)
Less: Net loss attributed to non-controlling interests		2			—			—			—			2
Net earnings (loss) attributable to Chemtura		$	9		$	(21	)	$	9		$	22		$	(1	)

Condensed Consolidating Statement of Operations
Nine months ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net sales		$	1,663		$	(1,239	)	$	1,132		$	337		$	1,433
Cost of goods sold		1,209			(1,239		)	905			286			1,257
Selling, general and administrative		182			—			88			13			81
Depreciation and amortization		75			—			19			33			23
Research and development		31			—			14			4			13
Facility closures, severance and related costs		8			—			5			—			3
Change in estimates related to expected allowable claims		1			—			1			—			—
Equity loss		3			—			—			—			3
Operating income		154			—			100			1			53
Interest expense		(47		)	—			(51		)	2			2
Other (expense) income, net		(3		)	—			(10		)	1			6
Reorganization items, net		(4		)	—			(4		)	—			—
Equity in net earnings of subsidiaries		—			(50		)	50			—			—
Earnings from continuing operations before income taxes		100			(50		)	85			4			61
Income tax expense		(16		)	—			—			—			(16		)
Earnings from continuing operations		84			(50		)	85			4			45
(Loss) earnings from discontinued operations, net of tax		(4		)	—			(4		)	20			(20		)
Net earnings		80			(50		)	81			24			25
Less: Net loss attributed to non-controlling interests		1			—			—			—			1
Net earnings attributable to Chemtura		$	81		$	(50	)	$	81		$	24		$	26

Condensed Consolidating Statement of Comprehensive Income (Loss)
Quarter ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net earnings (loss)		$	7		$	(21	)	$	9		$	22		$	(3	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		37			—			(18		)	2			53
Unrecognized pension and other post-retirement benefit costs		7			—			6			—			1
Comprehensive income (loss)		51			(21		)	(3		)	24			51
Comprehensive loss attributable to non-controlling interests		2			—			—			—			2
Comprehensive income (loss) attributable to Chemtura		$	53		$	(21	)	$	(3	)	$	24		$	53

Condensed Consolidating Statement of Comprehensive Income (Loss)
Nine months ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net earnings		$	80		$	(50	)	$	81		$	24		$	25
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		15			—			(3		)	—			18
Unrecognized pension and other post-retirement benefit costs		6			—			3			—			3
Comprehensive income		101			(50		)	81			24			46
Comprehensive loss attributable to non-controlling interests		1			—			—			—			1
Comprehensive income attributable to Chemtura		$	102		$	(50	)	$	81		$	24		$	47

Condensed Consolidating Balance Sheet
As of December 31, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
ASSETS
Current assets		$	1,612		$	—		$	505		$	213		$	894
Intercompany receivables		—			(9,412		)	3,531			3,065			2,816
Investment in subsidiaries		—			(8,831		)	1,738			1,633			5,460
Property, plant and equipment		655			—			127			215			313
Goodwill		177			—			92			3			82
Other assets		586			—			131			233			222
Total assets		$	3,030		$	(18,243	)	$	6,124		$	5,362		$	9,787
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities		$	511		$	—		$	210		$	69		$	232
Intercompany payables		—			(9,412		)	3,676			3,305			2,431
Long-term debt		871			—			870			—			1
Other long-term liabilities		580			—			300			56			224
Total liabilities		1,962			(9,412		)	5,056			3,430			2,888
Stockholders’ equity		1,068			(8,831		)	1,068			1,932			6,899
Total liabilities and stockholders’ equity		$	3,030		$	(18,243	)	$	6,124		$	5,362		$	9,787

Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Increase (decrease) to cash
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings		$	80		$	(50	)	$	81		$	24		$	25
Adjustments to reconcile net earnings to net cash provided by operations:
Impairment charges		36			—			10			—			26
Depreciation and amortization		104			—			27			38			39
Stock-based compensation expense		14			—			14			—			—
Reorganization items, net		1			—			1			—			—
Changes in estimates related to expected allowable claims		1			—			1			—			—
Equity income		(2		)	—			—			—			(2		)
Changes in assets and liabilities, net		(123		)	50			(94		)	(32		)	(47		)
Net cash provided by operations		111			—			40			30			41
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from divestments		9			—			—			—			9
Capital expenditures		(94		)	—			(16		)	(30		)	(48		)
Net cash used in investing activities		(85		)	—			(16		)	(30		)	(39		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from A/R Financing Facility, net		2			—			—			—			2
Payments on other short-term borrowings, net		(3		)	—			—			—			(3		)
Common shares acquired		(20		)	—			(20		)	—			—
Payment for debt issuance costs		(1		)	—			—			—			(1		)
Proceeds from exercise of stock options		2			—			2			—			—
Net cash used in financing activities		(20		)	—			(18		)	—			(2		)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents		1			—			—			—			1
Change in cash and cash equivalents		7			—			6			—			1
Cash and cash equivalents at beginning of period		180			—			35			—			145
Cash and cash equivalents at end of period		$	187		$	—		$	41		$	—		$	146

NATURE_OF_OPERATIONS_AND_SUMMA1

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
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 (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

	Certain prior year amounts have been reclassified to conform to the current year’s presentation of discontinued operations (see Note 2 - Acquisitions and Divestitures). These changes did not have a material impact on previously reported results of operations, cash flows or financial position.

	We operated as a debtor-in-possession (“DIP”) under the protection of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) from March 18, 2009 (the “Petition Date”) through November 10, 2010 (the “Effective Date”). From the Petition Date through the Effective Date, our Consolidated Financial Statements were prepared in accordance with Accounting Standards Codification (“ASC”) Section 852-10-45, Reorganizations — Other Presentation Matters (“ASC 852-10-45”) which requires that financial statements, for periods during the pendency of our voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Chapter 11”) filings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain income, expenses, realized gains and losses and expenses for losses that are realized or incurred in the Chapter 11 cases are recorded in Reorganization items, net in our Consolidated Statements of Operations. As of September 30, 2013, the Bankruptcy Court has entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases except the Chapter 11 case of Chemtura Corporation.

	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 period ended December 31, 2012 (the “2012 Annual Report on Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2013 are not necessarily indicative of the results expected for the full year.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements

	In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The guidance in ASU 2013-02 requires an organization to present the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance in ASU 2013-02 is effective for fiscal years beginning after December 15, 2012. The adoption of this guidance did not have a material impact on our results of operations or financial position because it only provides for enhanced disclosure requirements. Accordingly, we have included the enhanced footnote disclosure (see Note 9 - Accumulated Other Comprehensive Loss).

	In March 2013, the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity(“ASU” 2013-05”) . The amendments in ASU 2013-05 address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 (early adoption is permitted). We do not anticipate the adoption of this amendment will have a material impact on our financial statements.

	In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, providing guidance on the presentation of unrecognized tax benefits in the financial statements as either a reduction to a deferred tax asset or either a liability to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses or tax credit carryforwards exist. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect the adoption of the amendments in this ASU will have a significant impact on our financial statements.

ACQUISITIONS_AND_DIVESTITURES_

ACQUISITIONS AND DIVESTITURES (Tables)	9 Months Ended
ACQUISITIONS AND DIVESTITURES (Tables)	Sep. 30, 2013
Divestitures	'
Schedule of reconciliation of adjusted cash proceeds to pre-tax loss on sale	'


	(In millions)	September 30, 2013
	Cash consideration	$	97
	Retained working capital and other adjustments	(10		)
	Post-closing adjustments	(2		)
	Cash proceeds	85
	Preferred stock	9
	Less direct items:
	Net assets sold or settled	111
	Transaction costs and other (1)	4
	Post closing obligations and other, net	7
	Fair value of supply agreements	13
	Less non-cash items:
	Release of AOCL - pension	122
	Release of AOCL - cumulative translation adjustment	6
	Release of non-controlling interest	(7		)
	Pre-tax loss on sale of discontinued operations	$	(162	)


	(1) Transaction costs include legal fees and other direct costs incurred to sell the business since April 1, 2013.
Schedule of Earnings (loss) from discontinued operations	'


		Quarters ended September 30,												Nine months ended September 30,
		2013			2012									2013								2012
	(In millions)	Consumer			Consumer			AOUV			Total			Consumer			AOUV		Total			Consumer			AOUV			Total
	Net sales	$	101		$	102		$	95		$	197		$	324		$	123	$	447		$	344		$	289		$	633
	Pre-tax earnings (loss) from discontinued operations	$	8		$	11		$	(29	)	$	(18	)	$	27		$	4	$	31		$	25		$	(37	)	$	(12	)
	Income tax benefit	(1		)	(1		)	4			3			(3		)	—		(3		)	(2		)	10			8
	Earnings (loss) from discontinued operations, net of taxes	7			10			(25		)	(15		)	24			4		28			23			(27		)	(4		)
	Net earnings attributable to non-controlling interests	—			—			2			2			—			—		—			—			1			1
	Earnings (loss) from discontinued operations	$	7		$	10		$	(23	)	$	(13	)	$	24		$	4	$	28		$	23		$	(26	)	$	(3	)
Schedule of functional and other expenses allocated to businesses that will not transfer directly under the sale agreements, and which is shown as part of continuing operations in the corporate segment	'


		Quarters Ended				Nine Months Ended
		September 30,				September 30,
		2013		2012		2013		2012
	Antioxidants	—		3		6		11
	Consumer Products	5		4		10		9
	Amortization expense (a)	(3	)	(4	)	(8	)	(11	)
	Net increase in Corporate Segment	2		3		8		9


	(a) Our Corporate segment included amortization expense which related directly to the Antioxidant business and the Consumer Products segment which is now included in earnings (loss) from discontinued operations, net of tax.
Consumer Divestiture	'
Divestitures	'
Summary of the assets and liabilities sold or settled and the assets and liabilities of discontinued operations	'


	(In millions)	September 30, 2013			December 31, 2012
	Accounts receivable, net	$	41		$	60
	Inventories	69			70
	Other current assets	20			19
	Property, plant and equipment	61			64
	Intangible assets, net	194			202
	Other assets	5			5
	Assets	390			420

	Accounts payable	$	20		$	23
	Accrued expenses	19			16
	Income taxes payable	3			4
	Pension and post-retirement health care liabilities	7			7
	Other liabilities	75			78
	Liabilities	124			128
	Net Assets	$	266		$	292
Antioxidant and UV Stabilizers Divestiture	'
Divestitures	'
Summary of the assets and liabilities sold or settled and the assets and liabilities of discontinued operations	'


	(In millions)	April 30, 2013			December 31, 2012
	Cash and cash equivalents	$	2		$	2
	Accounts and trade receivable	70			61
	Inventories	76			78
	Other current assets	2			4
	Property, plant and equipment	48			44
	Intangible assets, net	14			14
	Other assets	33			31
	Assets	245			234

	Accounts payable	$	39		$	29
	Accrued expenses	2			4
	Income taxes payable	—			1
	Pension and post-retirement health care liabilities	78			80
	Other liabilities	11			11
	Liabilities	130			125
	Net Assets	$	115		$	109

RESTRUCTURING_AND_ASSET_IMPAIR1

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 2013
RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	'
Summary of changes in liabilities established for restructuring programs	'


	(In millions)	Severance and			Other Facility			Total
		Related Costs			Closure Costs
	Balance at December 31, 2012	$	8		$	—		$	8
	2013 charge	16			12			28
	Cash payments	(10		)	(10		)	(20		)
	Balance at September 30, 2013	$	14		$	2		$	16

INVENTORIES_Tables

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2013
INVENTORIES	'
Components of inventories	'


		September 30,		December 31,
	(In millions)	2013		2012
	Finished goods	$	290	$	280
	Work in process	35		27
	Raw materials and supplies	103		91
		$	428	$	398

PROPERTY_PLANT_AND_EQUIPMENT_T

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2013
PROPERTY, PLANT AND EQUIPMENT	'
Schedule of property, plant and equipment	'


		September 30,		December 31,
	(In millions)	2013		2012
	Land and improvements	$	73	$	67
	Buildings and improvements	215		190
	Machinery and equipment	1,250		1,152
	Information systems equipment	188		183
	Furniture, fixtures and other	29		28
	Construction in progress	88		108
		1,843		1,728
	Less: accumulated depreciation	1,127		1,073
		$	716	$	655

GOODWILL_AND_INTANGIBLE_ASSETS1

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2013
GOODWILL AND INTANGIBLE ASSETS	'
Schedule of intangible assets (excluding goodwill)	'


		September 30, 2013							December 31, 2012
	(In millions)	Gross		Accumulated			Net		Gross		Accumulated			Net
		Cost		Amortization			Intangibles		Cost		Amortization			Intangibles
	Patents	$	89	$	(51	)	$	38	$	85	$	(48	)	$	37
	Trademarks	68		(34		)	34		68		(31		)	37
	Customer relationships	42		(17		)	25		41		(15		)	26
	Production rights	46		(36		)	10		46		(32		)	14
	Other	75		(44		)	31		74		(42		)	32
	Total	$	320	$	(182	)	$	138	$	314	$	(168	)	$	146

DEBT_Tables

DEBT (Tables)	9 Months Ended
	Sep. 30, 2013
DEBT	'
Schedule of debt	'


		September 30,			December 31,
	(In millions)	2013			2012
	5.75% Senior Notes due 2021	$	450		$	—
	7.875% Senior Notes due 2018	100			452
	Term Loan due 2016	316			418
	Other borrowings	28			6
	Total Debt	894			876
	Less: Other short-term borrowings	(2		)	(3		)
	Less: Current portion of Term Loan	—			(2		)
	Total Long-term debt	$	892		$	871

ACCUMULATED_OTHER_COMPREHENSIV1

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	9 Months Ended
	Sep. 30, 2013
ACCUMULATED OTHER COMPREHENSIVE LOSS	'
Schedule of components of accumulated other comprehensive loss ("AOCL"), net of tax	'


	(in millions)	Foreign			Unrecognized			Total
		Currency			Pension and
		Translation			Other Post-
		Adjustments			Retirement
					Benefit Costs
	As of December 31, 2012	$	47		$	(475	)	$	(428	)
	Other comprehensive (loss) income before reclassifications	(7		)	21			14
	Amounts reclassified from AOCL	(9		)	121			112
	Net current period other comprehensive (loss) income	(16		)	142			126
	As of September 30, 2013	$	31		$	(333	)	$	(302	)
Summary of reclassifications from AOCL to the Condensed Consolidated Statement of Operations	'


		Quarter Ended			Nine months ended
		September 30, 2013			September 30, 2013			Affected line item in the
	(in millions)	Amount Reclassified			Amount Reclassified			consolidated statement of
		from AOCL			from AOCL			operations
	Foreign currency translation items:
	Liquidation of consolidated entities	$	—		$	15		Other income, net
	Sale of discontinued operations (b)	—			(6		)	Loss on sale of discontinued operations, net of tax
	Net of tax	—			9
	Defined benefit pension plan items:
	Amortization of prior-service costs (a)	1			3			See Note (a)
	Amortization of actuarial losses (a)	(5		)	(17		)	See Note (a)
	Sale of discontinued operations (b)	(2		)	(122		)	Loss on sale of discontinued operations, net of tax
	Total before tax	(6		)	(136		)
	Tax on continuing operations	—			1			Income Tax Expense
	Tax on discontinued operations	—			14			Loss on sale of discontinued operations, net of tax
	Total tax	—			15
	Net of tax	(6		)	(121		)
	Total reclassifications	$	(6	)	$	(112	)


	(a) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and other Post-Retirement Plans for additional information).
	(b) Sale of the Antioxidant Business (see Note 2 - Acquisitions and Divestitures)

EARNINGS_PER_COMMON_SHARE_Tabl

EARNINGS PER COMMON SHARE (Tables)	9 Months Ended
EARNINGS PER COMMON SHARE (Tables)	Sep. 30, 2013
EARNINGS PER COMMON SHARE	'
Schedule of reconciliation of the shares used in computation of earnings (loss) per share	'


		Quarters ended September 30,		Nine months ended September 30,
	(In millions)	2013	2012	2013	2012
	Weighted average shares outstanding - Basic	97.5	97.9	98.1	98.4
	Dilutive effect of common share equivalents	—	0.3	—	0.4
	Weighted average shares outstanding - Diluted	97.5	98.2	98.1	98.8

PENSION_AND_OTHER_POSTRETIREME1

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2013
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	'
Components of the entity's defined benefit plans net periodic benefit (credit) cost	'


		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)	2013			2012			2013			2012			2013			2012
	Service cost	$	—		$	1		$	1		$	—		$	—		$	—
	Interest cost	7			10			5			5			1			2
	Expected return on plan assets	(10		)	(14		)	(6		)	(5		)	—			—
	Amortization of prior service cost	—			—			—			—			(1		)	(1		)
	Amortization of actuarial losses	3			4			1			1			1			—
	Net periodic benefit cost	$	—		$	1		$	1		$	1		$	1		$	1

		Defined Benefit Plans
		Qualified						International and						Post-Retirement
		U.S. Plans						Non-Qualified Plans						Health Care Plans
		Nine months ended						Nine months ended						Nine months ended
		September 30,						September 30,						September 30,
	(In millions)	2013			2012			2013			2012			2013			2012
	Service cost	$	—		$	1		$	3		$	2		$	—		$	—
	Interest cost	24			32			15			15			3			4
	Expected return on plan assets	(35		)	(41		)	(18		)	(16		)	—			—
	Amortization of prior service cost	—			—			—			—			(3		)	(4		)
	Amortization of actuarial losses	11			11			3			2			3			2
	Net periodic benefit cost	$	—		$	3		$	3		$	3		$	3		$	2

FINANCIAL_INSTRUMENTS_AND_FAIR1

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2013

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Schedule of the carrying amounts and estimated fair values of material financial instruments

As of September 30, 2013

As of December 31, 2012

Carrying

Fair

Carrying

Fair

(In millions)

Amount

Value

Amount

Value

Total debt

894

907

876

920

ASSET_RETIREMENT_OBLIGATIONS_T

ASSET RETIREMENT OBLIGATIONS (Tables)	9 Months Ended
ASSET RETIREMENT OBLIGATIONS (Tables)	Sep. 30, 2013
ASSET RETIREMENT OBLIGATIONS	'
Summary of the change in the carrying amount of the asset retirement obligations and the net book value of assets	'


		Quarters ended September 30,					Nine months ended September 30,
	(In millions)	2013			2012		2013			2012
	Asset retirement obligation balance at beginning of period	$	17		$	22	$	20		$	21
	Accretion expense (income) — cost of goods sold (a)(b)	3			1		3			3
	Payments	(2		)	—		(5		)	(1		)
	Asset retirement obligation balance at end of period	$	18		$	23	$	18		$	23
	Net book value of asset retirement obligation assets at end of period	$	—		$	1	$	—		$	1


	(a) The accretion expense for the quarter and nine months ended September 30, 2013 reflects the increase due to additional cleanup costs required at the Upton Road, Canada facility.
	(b) The accretion expense for the nine months ended September 30, 2012 reflects the acceleration of obligations related to the Pedrengo, Italy facility due to the shutdown approved on April 30, 2012.

EMERGENCE_FROM_CHAPTER_11_Tabl

EMERGENCE FROM CHAPTER 11 (Tables)	9 Months Ended
EMERGENCE FROM CHAPTER 11 (Tables)	Sep. 30, 2013
EMERGENCE FROM CHAPTER 11	'
Fully Administered Debtors	'


	· A&M Cleaning Products LLC	· Crompton Colors Incorporated	· Laurel Industries Holdings, Inc.
	· Aqua Clear Industries, LLC	· Crompton Holding Corporation	· Monochem, Inc.
	· ASEPSIS, Inc.	· Crompton Monochem, Inc.	· Naugatuck Treatment Company
	· ASCK, Inc.	· Great Lakes Chemical Global, Inc.	· Recreational Water Products, Inc.
	· BioLab Company Store, LLC	· GT Seed Treatment, Inc.	· Weber City Road LLC
	· Biolab Franchise Company, LLC	· HomeCare Labs, Inc	· WRL of Indiana, Inc.
	· BioLab Textile Additives, LLC	· ISCI, Inc.
	· CNK Chemical Realty Corporation	· Kem Manufacturing Corporation

BUSINESS_SEGMENT_DATA_Tables

BUSINESS SEGMENT DATA (Tables)	9 Months Ended
	Sep. 30, 2013
BUSINESS SEGMENT DATA	'
Summary of revenue and operating profit for reportable segments	'


		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2013			2012			2013			2012
	Net Sales
	Petroleum additives	$	168		$	144		$	519		$	454
	Urethanes	74			75			218			223
	Industrial Performance Products	242			219			737			677
	Bromine based & related products	166			169			485			549
	Organometallics	42			44			123			126
	Industrial Engineered Products	208			213			608			675
	Chemtura AgroSolutions	119			114			342			311
	Total net sales	$	569		$	546		$	1,687		$	1,663

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2013			2012			2013			2012
	Operating Income
	Industrial Performance Products	$	24		$	28		$	84		$	82
	Industrial Engineered Products	1			30			34			112
	Chemtura AgroSolutions	24			21			69			54
		49			79			187			248
	General corporate expense, including amortization	(19		)	(28		)	(85		)	(85		)
	Facility closures, severance and related costs	(3		)	(2		)	(28		)	(8		)
	Changes in estimates related to expected allowable claims	—			1			—			(1		)
	Total operating income	$	27		$	50		$	74		$	154

GUARANTOR_CONDENSED_CONSOLIDAT1

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Tables)	9 Months Ended
	Sep. 30, 2013
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	'
Schedule of condensed consolidating statement of operations	'
	Condensed Consolidating Statement of Operations
	Quarter ended September 30, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	569		$	(509	)	$	362		$	129		$	587
	Cost of goods sold		448			(509		)	330			113			514
	Selling, general and administrative		58			—			27			4			27
	Depreciation and amortization		24			—			7			9			8
	Research and development		9			—			4			1			4
	Facility closures, severance and related costs		3			—			3			—			—
	Operating income (loss)		27			—			(9		)	2			34
	Interest expense		(14		)	—			(16		)	—			2
	Loss on early extinguishment of debt		(50		)	—			(50		)	—			—
	Other (expense) income, net		(4		)	—			(6		)	(1		)	3
	Equity in net earnings of subsidiaries		—			(45		)	45			—			—
	(Loss) earnings from continuing operations before income taxes		(41		)	(45		)	(36		)	1			39
	Income tax (expense) benefit		(3		)	—			1			—			(4		)
	(Loss) earnings from continuing operations		(44		)	(45		)	(35		)	1			35
	Earnings (loss) from discontinued operations, net of tax		7			—			(1		)	6			2
	(Loss) gain on sale of discontinued operations, net of tax		(3		)	—			(4		)	—			1
	Net (loss) earnings attributable to Chemtura		$	(40	)	$	(45	)	$	(40	)	$	7		$	38

	Nine months ended September 30, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	1,687		$	(1,357	)	$	1,118		$	353		$	1,573
	Cost of goods sold		1,310			(1,357		)	970			300			1,397
	Selling, general and administrative		169			—			81			12			76
	Depreciation and amortization		76			—			21			32			23
	Research and development		27			—			11			5			11
	Facility closures, severance and related costs		28			—			15			—			13
	Equity loss		3			—			—			—			3
	Operating income		74			—			20			4			50
	Interest expense		(45		)	—			(50		)	—			5
	Loss on early extinguishment of debt		(50		)	—			(50		)	—			—
	Other income (expense), net		11			—			(11		)	(1		)	23
	Reorganization items, net		(1		)	—			(1		)	—			—
	Equity in net earnings of subsidiaries		—			(46		)	46			—			—
	(Loss) earnings from continuing operations before income taxes		(11		)	(46		)	(46		)	3			78
	Income tax expense		(24		)	—			—			—			(24		)
	(Loss) earnings from continuing operations		(35		)	(46		)	(46		)	3			54
	Earnings from discontinued operations, net of tax		28			—			2			22			4
	Loss on sale of discontinued operations, net of tax		(149		)	—			(112		)	—			(37		)
	Net (loss) earnings attributable to Chemtura		$	(156	)	$	(46	)	$	(156	)	$	25		$	21

	Quarter ended September 30, 2012
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	546		$	(405	)	$	364		$	121		$	466
	Cost of goods sold		398			(405		)	300			91			412
	Selling, general and administrative		60			—			31			6			23
	Depreciation and amortization		26			—			7			11			8
	Research and development		10			—			5			1			4
	Facility closures, severance and related costs		2			—			1			—			1
Change in estimates related to expected allowable claims		(1		)	—			(1		)	—			—
Equity loss		1			—			—			—			1
Operating income		50			—			21			12			17
Interest expense		(17		)	—			(16		)	—			(1		)
Other (expense) income, net		(5		)	—			(9		)	1			3
Reorganization items, net		(1		)	—			(1		)	—			—
Equity in net earnings of subsidiaries		—			(21		)	21			—			—
Earnings from continuing operations before income taxes		27			(21		)	16			13			19
Income tax expense		(5		)	—			—			—			(5		)
Earnings from continuing operations		22			(21		)	16			13			14
Loss from discontinued operations, net of tax		(15		)	—			(7		)	9			(17		)
Net earnings (loss)		7			(21		)	9			22			(3		)
Less: Net loss attributed to non-controlling interests		2			—			—			—			2
Net earnings (loss) attributable to Chemtura		$	9		$	(21	)	$	9		$	22		$	(1	)

Nine months ended September 30, 2012
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net sales		$	1,663		$	(1,239	)	$	1,132		$	337		$	1,433
Cost of goods sold		1,209			(1,239		)	905			286			1,257
Selling, general and administrative		182			—			88			13			81
Depreciation and amortization		75			—			19			33			23
Research and development		31			—			14			4			13
Facility closures, severance and related costs		8			—			5			—			3
Change in estimates related to expected allowable claims		1			—			1			—			—
Equity loss		3			—			—			—			3
Operating income		154			—			100			1			53
Interest expense		(47		)	—			(51		)	2			2
Other (expense) income, net		(3		)	—			(10		)	1			6
Reorganization items, net		(4		)	—			(4		)	—			—
Equity in net earnings of subsidiaries		—			(50		)	50			—			—
Earnings from continuing operations before income taxes		100			(50		)	85			4			61
Income tax expense		(16		)	—			—			—			(16		)
Earnings from continuing operations		84			(50		)	85			4			45
(Loss) earnings from discontinued operations, net of tax		(4		)	—			(4		)	20			(20		)
Net earnings		80			(50		)	81			24			25
Less: Net loss attributed to non-controlling interests		1			—			—			—			1
Net earnings attributable to Chemtura		$	81		$	(50	)	$	81		$	24		$	26
Schedule of condensed consolidating statement of comprehensive income (loss)	'
	Condensed Consolidating Statement of Comprehensive Loss
	Quarter ended September 30, 2013
	(in millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net (loss) earnings		$	(40	)	$	(45	)	$	(40	)	$	7		$	38
	Other comprehensive income (loss), net of tax
	Foreign currency translation adjustments		25			—			(20		)	3			42
	Unrecognized pension and other post-retirement benefit costs		5			—			4			—			1
	Comprehensive income (loss) attributable to Chemtura		$	(10	)	$	(45	)	$	(56	)	$	10		$	81

	Nine months ended September 30, 2013
	(in millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net (loss) earnings		$	(156	)	$	(46	)	$	(156	)	$	25		$	21
	Other comprehensive (loss) income, net of tax
	Foreign currency translation adjustments		(16		)	—			(10		)	2			(8		)
	Unrecognized pension and other post-retirement benefit costs		142			—			141			—			1
	Comprehensive (loss) income attributable to Chemtura		$	(30	)	$	(46	)	$	(25	)	$	27		$	14

	Quarter ended September 30, 2012
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net earnings (loss)		$	7		$	(21	)	$	9		$	22		$	(3	)
	Other comprehensive income (loss), net of tax
	Foreign currency translation adjustments		37			—			(18		)	2			53
	Unrecognized pension and other post-retirement benefit costs		7			—			6			—			1
	Comprehensive income (loss)		51			(21		)	(3		)	24			51
	Comprehensive loss attributable to non-controlling interests		2			—			—			—			2
	Comprehensive income (loss) attributable to Chemtura		$	53		$	(21	)	$	(3	)	$	24		$	53

	Nine months ended September 30, 2012
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net earnings		$	80		$	(50	)	$	81		$	24		$	25
	Other comprehensive income (loss), net of tax
	Foreign currency translation adjustments		15			—			(3		)	—			18
	Unrecognized pension and other post-retirement benefit costs		6			—			3			—			3
	Comprehensive income		101			(50		)	81			24			46
	Comprehensive loss attributable to non-controlling interests		1			—			—			—			1
	Comprehensive income attributable to Chemtura		$	102		$	(50	)	$	81		$	24		$	47
Schedule of condensed consolidating balance sheet	'
	Condensed Consolidating Balance Sheet
	As of September 30, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	ASSETS
	Current assets		$	1,652		$	—		$	351		$	373		$	928
	Intercompany receivables		—			(10,021		)	3,948			3,656			2,417
	Investment in subsidiaries		—			(8,432		)	1,756			1,633			5,043
	Property, plant and equipment		716			—			124			224			368
	Goodwill		177			—			92			3			82
	Other assets		299			—			136			41			122
	Total assets		$	2,844		$	(18,453	)	$	6,407		$	5,930		$	8,960
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities		$	494		$	—		$	128		$	113		$	253
	Intercompany payables		—			(10,021		)	4,175			3,847			1,999
	Long-term debt		892			—			874			—			18
	Other long-term liabilities		461			—			233			11			217
	Total liabilities		1,847			(10,021		)	5,410			3,971			2,487
	Stockholders’ equity		997			(8,432		)	997			1,959			6,473
	Total liabilities and stockholders’ equity		$	2,844		$	(18,453	)	$	6,407		$	5,930		$	8,960

	As of December 31, 2012
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	ASSETS
	Current assets		$	1,612		$	—		$	505		$	213		$	894
	Intercompany receivables		—			(9,412		)	3,531			3,065			2,816
	Investment in subsidiaries		—			(8,831		)	1,738			1,633			5,460
	Property, plant and equipment		655			—			127			215			313
	Goodwill		177			—			92			3			82
	Other assets		586			—			131			233			222
	Total assets		$	3,030		$	(18,243	)	$	6,124		$	5,362		$	9,787
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities		$	511		$	—		$	210		$	69		$	232
	Intercompany payables		—			(9,412		)	3,676			3,305			2,431
	Long-term debt		871			—			870			—			1
	Other long-term liabilities		580			—			300			56			224
	Total liabilities		1,962			(9,412		)	5,056			3,430			2,888
	Stockholders’ equity		1,068			(8,831		)	1,068			1,932			6,899
	Total liabilities and stockholders’ equity		$	3,030		$	(18,243	)	$	6,124		$	5,362		$	9,787
Schedule of condensed consolidating statement of cash flows	'
	Condensed Consolidating Statement of Cash Flows
	Nine months ended September 30, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Increase (decrease) to cash
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net (loss) earnings		$	(156	)	$	(46	)	$	(156	)	$	25		$	21
	Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operations:
	Loss on sale of discontinued operations		149			—			112			—			37
	Impairment charges		—			—			—			—			—
	Release of cumulative translation adjustment from liquidation of entities		(15		)	—			—			—			(15		)
	Loss on early extinguishment of debt		50			—			50			—			—
	Depreciation and amortization		93			—			21			38			34
	Stock-based compensation expense		11			—			11			—			—
	Equity loss		1			—			—			—			1
	Changes in assets and liabilities, net		(74		)	46			(36		)	(23		)	(61		)
	Net cash (used in) provided by operations		59			—			2			40			17
	CASH FLOWS FROM INVESTING ACTIVITIES
	Proceeds from divestments, net		91			—			(4		)	—			95
	Payments for acquisitions, net of cash acquired		(3		)	—			—			—			(3		)
	Capital expenditures		(124		)	—			(14		)	(35		)	(75		)
	Net cash provided by (used in) investing activities		(36		)	—			(18		)	(35		)	17
	CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from 2021 Senior Notes		450			—			450			—			—
	Payments on 2018 Senior Notes, includes premium on tendering of notes		(395		)	—			(395		)	—			—
	Payments on Term Loan		(102		)	—			(102		)	—			—
	Proceeds from other long-term borrowings		27			—			7			—			20
	Payments on other long-term borrowings		(3		)	—			—			—			(3		)
	Payments on other short-term borrowings, net		(1		)	—			—			—			(1		)
	Common shares acquired		(50		)	—			(50		)	—			—
	Payment for debt issuance costs		(8		)	—			(8		)	—			—
	Proceeds from the exercise of stock options		6			—			6			—			—
	Net cash used in financing activities		(76		)	—			(92		)	—			16
	CASH AND CASH EQUIVALENTS
	Effect of exchange rates on cash and cash equivalents		(1		)	—			—			—			(1		)
	Change in cash and cash equivalents		(54		)	—			(108		)	5			49
	Cash and cash equivalents at beginning of period		365			—			193			—			172
	Cash and cash equivalents at end of period		$	311		$	—		$	85		$	5		$	221

	Nine months ended September 30, 2012
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Increase (decrease) to cash
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net earnings		$	80		$	(50	)	$	81		$	24		$	25
	Adjustments to reconcile net earnings to net cash provided by operations:
	Impairment charges		36			—			10			—			26
	Depreciation and amortization		104			—			27			38			39
	Stock-based compensation expense		14			—			14			—			—
	Reorganization items, net		1			—			1			—			—
	Changes in estimates related to expected allowable claims		1			—			1			—			—
	Equity income		(2		)	—			—			—			(2		)
	Changes in assets and liabilities, net		(123		)	50			(94		)	(32		)	(47		)
	Net cash provided by operations		111			—			40			30			41
	CASH FLOWS FROM INVESTING ACTIVITIES
	Net proceeds from divestments		9			—			—			—			9
	Capital expenditures		(94		)	—			(16		)	(30		)	(48		)
Net cash used in investing activities		(85		)	—			(16		)	(30		)	(39		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from A/R Financing Facility, net		2			—			—			—			2
Payments on other short-term borrowings, net		(3		)	—			—			—			(3		)
Common shares acquired		(20		)	—			(20		)	—			—
Payment for debt issuance costs		(1		)	—			—			—			(1		)
Proceeds from exercise of stock options		2			—			2			—			—
Net cash used in financing activities		(20		)	—			(18		)	—			(2		)
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents		1			—			—			—			1
Change in cash and cash equivalents		7			—			6			—			1
Cash and cash equivalents at beginning of period		180			—			35			—			145
Cash and cash equivalents at end of period		$	187		$	—		$	41		$	—		$	146

NATURE_OF_OPERATIONS_AND_SUMMA2

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Accounting Policies and Other Items	'	'	'
Allowances for doubtful accounts	$12	'	$11
Interest paid	52	52	'
Income taxes (net of refunds)	$15	$29	'
Minimum	'	'	'
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'	'	'
Investment in other affiliates to be accounted using the equity method (as a percent)	20.00%	'	'
Maximum	'	'	'
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'	'	'
Investment in other affiliates to be accounted using the equity method (as a percent)	50.00%	'	'
Ownership interest in other affiliates to be accounted for at cost (as a percent)	20.00%	'	'

ACQUISITIONS_AND_DIVESTITURES_1

ACQUISITIONS AND DIVESTITURES (Details) (USD $)

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Apr. 30, 2013

Sep. 30, 2013

Apr. 30, 2013

Sep. 30, 2013

Apr. 30, 2013

Oct. 31, 2013

Sep. 26, 2012

15-May-13

Antioxidant and UV Stabilizers Divestiture

SK and Addivant

KIK Custom Products Inc. (KIK)

Business Transfer Agreement ("BTA")

Daystar

Minimum

Maximum

Antioxidant and UV Stabilizers Divestiture

Consumer Divestiture

UP Chemical Co. Ltd.

Subsequent event

Acquisitions

Cash consideration

$142

Remaining interest purchased (as a percent)

50.00%

Purchase price for remaining interest

Amount of loan reimbursed

Cash consideration on sale of business

315

Preferred stock received as consideration

Seller note received as consideration

Assumption of pension, environmental and other liabilities

Cash consideration paid as part of adjustment

Additional disclosures, divestitures

Shares of Series A Preferred Stock received as consideration

9.2

Face value of Series A Preferred Stock received as part of the consideration

Series A Preferred Stock dividend rate (as a percent)

7.00%

11.00%

Pre-tax loss on sale of business

162

After-tax loss on sale of business

149

-149

Non-cash charges

$121

ACQUISITIONS_AND_DIVESTITURES_2

ACQUISITIONS AND DIVESTITURES (Details 2) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Nov. 28, 2011

Dec. 31, 2011

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Apr. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Apr. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Corporate

Tetrabrom Technologies Ltd.

Consumer Divestiture

Antioxidant and UV Stabilizers Divestiture

Antioxidant and Consumer Product businesses

Corporate

Forecast

SK and Addivant

Corporate

Minimum

Maximum

Corporate

Continuing operations

Assets and liabilities of discontinued operations

Cash and cash equivalents

Accounts receivable, net

Inventories

Other current assets

Property, plant and equipment

Intangible assets, net

194

202

Other assets

Assets

390

420

245

234

Accounts payable

Accrued expenses

Income taxes payable

Pension and post-retirement health care liabilities

Other liabilities

Liabilities

124

128

130

125

Net Assets

266

292

115

109

111

Ownership interest in a joint venture (as a percent)

49.00%

Term of supply contract

'2 years

'5 years

Total losses related to supply contracts

Reconciliation of cash proceeds to pre-tax loss on sale

Cash consideration

Retained working capital and other adjustments

-10

Post-closing adjustments

-2

Cash proceeds

Preferred stock

Less direct items:

Net assets sold or settled

266

292

115

109

111

Transaction costs and other

Post closing obligations and other, net

Fair value of supply agreements

Less non-cash items:

Release of AOCL - pension

122

Release of AOCL - cumulative translation adjustment

Release of non-controlling interest

-7

Pre-tax loss on sale of discontinued operations

-162

Loss from discontinued operations

Net sales

197

447

633

101

102

324

344

123

289

Pre-tax earnings (loss) from discontinued operations

-18

-12

-29

-37

Income tax benefit

-3

-1

-3

-2

Earnings (loss) from discontinued operations, net of taxes

-15

-4

-25

-27

Net earnings attributable to non-controlling interests

Earnings (loss) from discontinued operations

-13

-3

-23

-26

Percentage ownership interest sold

50.00%

Sales price of investment

Period for receiving proceeds from sale of an investment interest in annual installments

'3 years

Pre-tax gain on sale of business

Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements

Functional and other expenses

Amortization expense

-3

-4

-8

-11

Net increase

RESTRUCTURING_AND_ASSET_IMPAIR2

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

12 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Mar. 31, 2013

Jun. 30, 2013

Sep. 30, 2013

Feb. 22, 2013

Sep. 30, 2013

Dec. 31, 2012

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Feb. 22, 2013

Dec. 31, 2012

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Apr. 30, 2012

Dec. 31, 2012

Consumer Divestiture

Accrued expenses

Accounts payable

Minimum

Maximum

Industrial Performance Products

Severance and Related Costs

Other Facility Closure Costs

Receivable write-off

Italy

Minimum

Maximum

Industrial Performance Products

Corporate

Industrial Performance Products

Italy

COGS

Restructuring information

Estimated cost of restructuring plan

$45

$55

$40

Estimated non-cash cost of restructuring plan

Estimated cash portion of restructuring costs

Pre-tax charges for restructuring

Pre-tax charges for restructuring to be incurred throughout 2013

Accelerated depreciation of certain fixed assets

Accelerated asset retirement obligations

Write off of receivable

Pre-tax charge for severance to facility closures, severance and related costs

Changes in liabilities established for restructuring programs

Balance at beginning of period

2013 charge

Cash payments

-20

-10

Balance at end of period

Asset Impairment Review

Impairment charges

$36

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
INVENTORIES	'	'
Finished goods	$290	$280
Work in process	35	27
Raw materials and supplies	103	91
Inventory, net	428	398
Inventory obsolescence reserves	$22	$14

PROPERTY_PLANT_AND_EQUIPMENT_D

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	$1,843	'	$1,843	'	$1,728
Less: accumulated depreciation	1,127	'	1,127	'	1,073
Property, plant and equipment, net	716	'	716	'	655
Depreciation expense	19	21	61	60	'
Land and improvements	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	73	'	73	'	67
Buildings and improvements	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	215	'	215	'	190
Machinery and equipment	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	1,250	'	1,250	'	1,152
Information systems equipment	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	188	'	188	'	183
Furniture, fixtures and other	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	29	'	29	'	28
Construction in progress	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'
Property, plant and equipment, gross	$88	'	$88	'	$108

GOODWILL_AND_INTANGIBLE_ASSETS2

GOODWILL AND INTANGIBLE ASSETS (Details) (USD $)	0 Months Ended
In Millions, unless otherwise specified	Jul. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Goodwill by reportable segment	'	'	'
Goodwill	'	$177	$177
Goodwill impairment charge	0	'	'
Industrial Performance Products	'	'	'
Goodwill by reportable segment	'	'	'
Accumulated impairments related to goodwill	'	$90	$90

GOODWILL_AND_INTANGIBLE_ASSETS3

GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	$320	'	$320	'	$314
Accumulated Amortization	-182	'	-182	'	-168
Net Intangibles	138	'	138	'	146
Additions in gross intangible assets	'	'	6	'	'
Foreign currency translation	'	'	2	'	'
Retirements	'	'	2	'	'
Amortization expense	5	5	15	15	'
Patents	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	89	'	89	'	85
Accumulated Amortization	-51	'	-51	'	-48
Net Intangibles	38	'	38	'	37
Trademarks	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	68	'	68	'	68
Accumulated Amortization	-34	'	-34	'	-31
Net Intangibles	34	'	34	'	37
Customer relationships	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	42	'	42	'	41
Accumulated Amortization	-17	'	-17	'	-15
Net Intangibles	25	'	25	'	26
Production rights	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	46	'	46	'	46
Accumulated Amortization	-36	'	-36	'	-32
Net Intangibles	10	'	10	'	14
Other	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	75	'	75	'	74
Accumulated Amortization	-44	'	-44	'	-42
Net Intangibles	$31	'	$31	'	$32

DEBT_Details

DEBT (Details)

0 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

1 Months Ended

12 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

12 Months Ended

0 Months Ended

Jul. 23, 2013

Sep. 30, 2013

Dec. 31, 2012

Aug. 31, 2010

Sep. 30, 2013

Jul. 31, 2013

Jul. 19, 2013

Jul. 05, 2013

Jun. 10, 2013

Dec. 31, 2012

Jul. 23, 2013

Sep. 30, 2013

Jul. 18, 2013

Sep. 30, 2013

Oct. 31, 2012

Oct. 31, 2013

Aug. 31, 2010

Dec. 31, 2013

Sep. 30, 2013

Jul. 31, 2013

Jul. 23, 2013

Dec. 31, 2012

Aug. 27, 2010

Sep. 30, 2013

Dec. 31, 2012

Nov. 10, 2010

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Oct. 26, 2011

Sep. 30, 2013

Dec. 31, 2012

Mar. 29, 2013

Sep. 30, 2013

USD ($)

7.875% Senior Notes due 2018

5.75% Senior Notes due 2021

Term Loan Due 2016

Other borrowings

ABL Facility

A/R Financing Facility

China Bank Facility

Promissory note

USD ($)

Redemption prior to July 15, 2016

Redemption after July 15, 2016 prior to July 15, 2017

Redemption after July 15, 2017 prior to July 15, 2018

Redemption after July 15, 2018 prior to July 15, 2019

Redemption after July 15, 2019

Maximum

USD ($)

Minimum

Maximum

USD ($)

Maximum

USD ($)

EUR (€)

Base Rate

USD ($)

CNY

USD ($)

DEBT

Total Debt

$894,000,000

$876,000,000

$100,000,000

$455,000,000

$452,000,000

$450,000,000

$316,000,000

$418,000,000

$28,000,000

$6,000,000

Less: Other short term borrowings

-2,000,000

-3,000,000

Less: Current portion of debt

-2,000,000

Total Long-Term Debt

892,000,000

871,000,000

7,000,000

Interest rate (as a percent)

7.88%

5.75%

5.29%

Debt tendered in the offer and solicitation (as a percent)

1.33%

76.56%

Total consideration per $1,000 principal amount for debt tendered on or prior to the June 21, 2013

1,117.50

Consent payment per $1,000 principal amount for debt tendered on or prior to the June 21, 2013

Amount of debt tendered in the offer and solicitation

6,000,000

348,000,000

Tender offer consideration per $1,000 principal amount for debt tendered on or prior to July 19, 2013

1,087.50

Aggregate principal amount

295,000,000

Issue price as a percentage of par value

99.27%

Discount rate (as a percent)

1.00%

Option to increase the size of the facility

125,000,000

Term of credit facility

'5 years

Charge for loss on early extinguishment of debt

50,000,000

1,000,000

50,000,000

Charge for loss on early extinguishment of debt as difference between principal amount and tender offer consideration and consent payments

42,000,000

Write-off of unamortized discount

8,000,000

Proceeds from the offering of senior notes utilized for prepayment of principal of term loan

45,000,000

Cash on hand utilized for prepayment of principal of term loan

5,000,000

Prepayment of principal of debt

50,000,000

Percentage of principal amount at which the entity may redeem some or all of the notes

105.75%

100.00%

104.31%

102.88%

101.44%

100.00%

Percentage of redeemable notes that can be redeemed from the proceeds of equity offerings

35.00%

Redemption price as a percentage of principal amount plus accrued and unpaid interest

101.00%

Amount redeemed

354,000,000

Arranger fees written off

1,000,000

Payments on Term Loan

102,000,000

Prepayment premium to be paid if loans are refinanced with certain specified refinancing debt within specified period (as a percent)

1.00%

Specified period within which if debt is refinanced with certain specified refinancing debt, it will require payment of prepayment premium

'6 months

Annual amortization rate (as a percent)

1.00%

Maximum borrowing capacity

275,000,000

92,000,000

68,000,000

40,000,000

250,000,000

Maximum borrowing capacity for letter of credit sub-facility

125,000,000

Option to increase the size of the facility

125,000,000

Secured Leverage Ratio

2.5

Consolidated Interest Coverage Ratio

Trailing period used for calculation of fixed charge coverage ratio

'12 months

Fixed charge coverage ratio

1.1

Available Borrowings level that triggers applicability of fixed charge ratio covenant

34,000,000

Percentage of Aggregate Commitments that triggers applicability of fixed charge ratio covenant

12.50%

Commitment period measurement

'45 days

Term of debt

'6 years

Outstanding borrowings

17,000,000

Outstanding letters of credit

14,000,000

Total undrawn availability

191,000,000

199,000,000

Variable interest rate basis

'Base Rate

Basis points added to reference rate (as a percent)

1.50%

Frequency of periodic payment

'Semi-annual

Drawdown of term loan

$125,000,000

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
INCOME TAXES	'	'	'	'	'
Income tax expense	$3	$5	$24	$16	'
Net liabilities related to unrecognized tax benefits	44	'	44	'	41
Potential decrease in unrecognized tax benefits within the next year	$4	'	$4	'	'

ACCUMULATED_OTHER_COMPREHENSIV2

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	($428)
Other comprehensive (loss) income before reclassifications	14
Amounts reclassified from AOCL	112
Net current period other comprehensive (loss) income	126
Balance at the end of the period	-302
Foreign Currency Translation Adjustments	'
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	47
Other comprehensive (loss) income before reclassifications	-7
Amounts reclassified from AOCL	-9
Net current period other comprehensive (loss) income	-16
Balance at the end of the period	31
Unrecognized Pension and Other Post-Retirement Benefit Costs	'
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	-475
Other comprehensive (loss) income before reclassifications	21
Amounts reclassified from AOCL	121
Net current period other comprehensive (loss) income	142
Balance at the end of the period	($333)

ACCUMULATED_OTHER_COMPREHENSIV3

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reclassifications out of AOCL to net earnings	'	'	'	'
Liquidation of consolidated entities	'	'	$15	'
Sale of discontinued operations	-3	'	-149	'
(Loss) earnings from continuing operations before income taxes	-41	27	-11	100
Total tax	-3	-5	-24	-16
Net (loss) earnings	-40	7	-156	80
Total reclassifications	'	'	-112	'
Amount Reclassified from AOCL	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Total reclassifications	-6	'	-112	'
Foreign currency translation	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Total reclassifications	'	'	9	'
Foreign currency translation \| Amount Reclassified from AOCL	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Liquidation of consolidated entities	'	'	15	'
Sale of discontinued operations	'	'	-6	'
Net (loss) earnings	'	'	9	'
Defined benefit pension plan	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Total reclassifications	'	'	-121	'
Defined benefit pension plan \| Amount Reclassified from AOCL	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Amortization of prior-service costs	1	'	3	'
Amortization of actuarial losses	-5	'	-17	'
Sale of discontinued operations	-2	'	-122	'
(Loss) earnings from continuing operations before income taxes	-6	'	-136	'
Tax on continuing operations	'	'	1	'
Tax on discontinued operations	'	'	14	'
Total tax	'	'	15	'
Net (loss) earnings	($6)	'	($121)	'

EARNINGS_PER_COMMON_SHARE_Deta

EARNINGS PER COMMON SHARE (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		23 Months Ended
In Millions, unless otherwise specified	9-May-13	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
EARNINGS PER COMMON SHARE	'	'	'	'	'	'
Antidilutive securities excluded from the calculation of diluted earnings (loss) per share	'	1.2	'	1.2	'	'
Reconciliation of the shares used in the computation of earnings (loss) per share	'	'	'	'	'	'
Weighted average shares outstanding - Basic	'	97.5	97.9	98.1	98.4	'
Dilutive effect of common share equivalents	'	'	0.3	'	0.4	'
Weighted average shares outstanding - Diluted	'	97.5	98.2	98.1	98.8	'
Repurchase of common stock	'	'	'	'	'	'
Value of common stock authorized to be repurchased	$141	'	'	'	'	'
Remaining value of common stock authorized to be repurchased	'	'	'	50	'	'
Increase in value of common stock authorized to be repurchased	41	'	'	'	'	'
Number of shares repurchased	'	2.2	'	2.2	'	5.6
Cost of shares repurchased	'	$50	'	$50	'	$91

STOCK_INCENTIVE_PLANS_Details

STOCK INCENTIVE PLANS (Details) (USD $)

3 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

In Millions, except Per Share data, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2010

Mar. 31, 2013

Mar. 31, 2012

Sep. 30, 2013

31-May-12

Restricted stock units

Stock options

2010 LTIP

2013 Awards

2012 Awards

ESPP

Maximum

NQOs

Time-based RSU

Performance Shares

NQOs

Time-based RSU

Performance Shares

Maximum

multiplier

Stock incentive plans

Number of shares available for issuance

0.9

Expiration period

'10 years

Stock-based compensation expense

$11

$14

Grants approved (in shares)

0.4

0.8

Performance multiplier

Performance measurement period

'3 years

Grants approved (in shares)

0.2

0.6

0.3

Vesting period

'3 years

Weighted average fair value of options granted (in dollars per share)

$9.92

$8.14

$27.27

$25.38

Unrecognized compensation expense

Remaining unrecognized compensation expense associated with unvested awards

Remaining unrecognized compensation expense associated with unvested shares or units

$13

Weighted average period for recognition

'2 years

Number of shares offering per period

0.1

Number of shares offering per plan year

0.3

Percentage of compensation withheld for purchase of shares

10.00%

PENSION_AND_OTHER_POSTRETIREME2

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Details)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Jun. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

9-May-11

Jun. 30, 2013

Jun. 30, 2012

Dec. 31, 2011

Jun. 30, 2011

Jun. 30, 2014

Jun. 30, 2013

USD ($)

Qualified U.S Plans

International and Non-Qualified Plans

Post-Retirement Health Care Plans

U.S. non-qualified pension plans

International pension plans

UK pension plans

Legacy pension plan

USD ($)

GBP (£)

USD ($)

GBP (£)

USD ($)

GBP (£)

USD ($)

GBP (£)

Subsequent event

USD ($)

subsidiary

USD ($)

GBP (£)

Components of net periodic benefit cost (credit):

Service cost

Interest cost

Expected return on plan assets

-10

-14

-35

-41

-6

-5

-18

-16

Amortization of prior service cost

-1

-3

-4

Amortization of actuarial losses

Net periodic benefit cost

Gain related to adjustment for plan to SG & A

Loss on sale of discontinued operations

149

Employer contribution

Increase in projected benefit obligations

Number of UK subsidiaries that entered into a definitive agreement with Great Lakes U.K. Limited Pension Plan

Cash contributions by foreign subsidiary

Period over which cash contributions are made by UK subsidiary

'3 years

Expense recognized based on the results of the evaluation of additional benefit obligations

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details)

0 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

In Millions, unless otherwise specified

Nov. 28, 2011

Sep. 30, 2013

Apr. 30, 2012

Sep. 30, 2013

Jun. 30, 2013

Sep. 30, 2013

Jun. 30, 2013

Jun. 30, 2012

Sep. 30, 2013

Jun. 30, 2013

Tetrabrom Technologies Ltd.

Foreign exchange contracts

Forward contract

Put option

Foreign exchange contracts settled

Foreign exchange contracts remaining

Zero cost collar contract and forward contracts

USD ($)

facility

Euro

Tetrabrom Technologies Ltd.

Euro

item

USD ($)

Maximum

Other current liabilities

Other current assets

Maximum

USD ($)

Maximum

EUR (€)

USD ($)

Maximum

EUR (€)

USD ($)

facility

USD ($)

installment

Derivative instruments and hedging activities

Notional amount of option and forward contracts purchased to reduce the risk of currency exposure

€ 25

$25

€ 25

Unrealized gain (loss) due to change in fair market value of derivative contracts

-1

Number of forward contracts purchased to reduce the risk of currency exposure

Gain (loss) due to change in fair market value of foreign exchange forward contracts

-1

Percentage ownership interest sold

50.00%

Number of contracts settled

Annual installments

Net liability from change in fair market value of foreign exchange contracts accounted for in Consolidated Balance Sheet

FINANCIAL_INSTRUMENTS_AND_FAIR2

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Financial instruments and fair value measurements	'	'
Total debt	$894	$876
Carrying Amount	'	'
Financial instruments and fair value measurements	'	'
Total debt	894	876
Fair Value	'	'
Financial instruments and fair value measurements	'	'
Total debt	$907	$920

FINANCIAL_INSTRUMENTS_AND_FAIR3

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) (USD $)	Sep. 30, 2013	Jun. 30, 2013	Sep. 30, 2013	Dec. 31, 2012	Jun. 30, 2013
In Millions, unless otherwise specified			Recurring basis	Recurring basis	Recurring basis
			Level 1	Level 1	Level 3
Fair Value Measurements	'	'	'	'	'
Fair value of asset	'	'	$2	$2	'
Fair value of liability	'	'	2	2	'
Face value of investment in non-public preferred equity securities	'	9	'	'	'
Investment in non-public preferred equity securities	'	'	'	'	4
Amount of transfer of assets out of Level 1 into Level 2	0	'	'	'	'
Amount of transfer of assets out of Level 2 into Level 1	0	'	'	'	'
Amount of transfer of liabilities out of Level 1 into Level 2	0	'	'	'	'
Amount of transfer of liabilities out of Level 2 into Level 1	$0	'	'	'	'

ASSET_RETIREMENT_OBLIGATIONS_D

ASSET RETIREMENT OBLIGATIONS (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Change in the carrying amount of the asset retirement obligations	'	'	'	'	'
Asset retirement obligation balance at beginning of period	$17	$22	$20	$21	'
Accretion expense (income) - cost of goods sold	3	1	3	3	'
Payments	-2	'	-5	-1	'
Asset retirement obligation balance at end of period	18	23	18	23	'
Net book value of asset retirement obligation assets at end of year	'	1	'	1	'
Depreciation expense	19	21	61	60	'
Asset retirement obligations included in accrued expenses	3	'	3	'	6
Asset retirement obligations included in other liabilities	15	'	15	'	14
Maximum	'	'	'	'	'
Change in the carrying amount of the asset retirement obligations	'	'	'	'	'
Depreciation expense	'	'	$1	$1	'
Lease termination	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	25	'	'
Brine and waste disposal facilities	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	89	'	'
Manufacturing facilities	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	30	'	'

EMERGENCE_FROM_CHAPTER_11_Deta

EMERGENCE FROM CHAPTER 11 (Details) (USD $)	1 Months Ended		3 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Jul. 31, 2012	Mar. 31, 2012	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	4-May-12	Dec. 02, 2011	Mar. 18, 2009
	Jul. 31, 2012	Mar. 31, 2012	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	item	debtor	entity
EMERGENCE FROM CHAPTER 11	'	'	'	'	'	'	'	'
Number of US affiliates of the entity that also filed voluntary petitions for relief under Chapter 11	'	'	'	'	'	'	'	26
Supplemental cash distribution payments to Holders of Interests	'	$3	'	'	'	'	'	'
Supplemental stock distribution payments to Holders of Interests	3	20	'	'	'	'	'	'
Number of general unsecured claims disallowed and expunged by order of the Bankruptcy Court	'	'	'	'	'	2	'	'
Number of Fully Administered Debtors	'	'	'	'	'	'	22	'
Reorganization items related to Chapter 11 cases	'	'	'	'	'	'	'	'
Professional fees	'	'	'	'	3	'	'	'
Claim settlements, net	'	'	'	'	1	'	'	'
EMERGENCE FROM CHAPTER 11	'	'	'	'	'	'	'	'
Reorganization items, net	'	'	$1	$1	$4	'	'	'

EMERGENCE_FROM_CHAPTER_11_Deta1

EMERGENCE FROM CHAPTER 11 (Details 2) (Disputed Claims Reserve, USD $)	Dec. 31, 2012
In Millions, unless otherwise specified	Dec. 31, 2012
Disputed Claims Reserve	'
Summary of distributable claim reserves established under Chapter 11 Plan	'
Remaining undisbursed reserve amount	$0

LEGAL_PROCEEDINGS_AND_CONTINGE1

LEGAL PROCEEDINGS AND CONTINGENCIES (Details) (USD $)	Sep. 24, 2010	Oct. 19, 2010	Oct. 29, 2010	Oct. 29, 2010
In Millions, unless otherwise specified	Diacetyl Reserve	Environmental Reserve	Disputed Claims Reserve	Segregated Reserves
Summary of distributable claim reserves established under Chapter 11 Plan	'	'	'	'
Claim reserve approved	$7	$38	$42	$30

LEGAL_PROCEEDINGS_AND_CONTINGE2

LEGAL PROCEEDINGS AND CONTINGENCIES (Details 2) (Environmental, USD $)	9 Months Ended		0 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 06, 2013
	Sep. 30, 2013	Dec. 31, 2012	Maximum
Environmental Liabilities that Have Not Been Discharged or Settled	'	'	'
Period for accrual of probable and reasonable remediation costs on an undiscounted basis	'10 years	'	'
Penalty	'	'	$1
Amount accrued for environmental liabilities	95	84	'
Environmental liabilities reflected as accrued expenses	18	15	'
Environmental liabilities reflected as other liabilities	77	69	'
Reasonably possible ongoing environmental liabilities	109	'	'
Pre-tax charge for clean-up costs	26	'	'
Pre-tax charge related to a legacy non-operating site	21	'	'
Payments for clean-up costs	9	'	'
Receivables based on contractual agreement	$0	'	'

LEGAL_PROCEEDINGS_AND_CONTINGE3

LEGAL PROCEEDINGS AND CONTINGENCIES (Details 3) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Guarantees	'	'
Outstanding letters of credit	$14	$14
Guarantees provided to financial institutions	'	'
Guarantees	'	'
Outstanding guarantees	12	12
Maximum potential future principal and interest payments due under guarantees	3	3
Guarantees provided to financial institutions \| Maximum	'	'
Guarantees	'	'
Probability weighted fair value of guarantees	$1	$1

BUSINESS_SEGMENT_DATA_Details

BUSINESS SEGMENT DATA (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Apr. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Operating segments

Antioxidants

Industrial Performance Products

Industrial Engineered Products

Chemtura AgroSolutions

Corporate

Consumer Products

Operating segments

Petroleum additives

Urethanes

Operating segments

Bromine based & related products

Organometallics

Operating segments

Antioxidant and Consumer Product businesses

Antioxidants

Continuing operations

KIK Custom Products Inc. (KIK)

productline

Antioxidant and Consumer Product businesses

BUSINESS SEGMENT DATA

Number of major product lines

Cash consideration on sale of business

$97

$315

Net Sales

Total net sales

569

546

1,687

1,663

242

219

737

677

168

144

519

454

218

223

208

213

608

675

166

169

485

549

123

126

119

114

342

311

Operating Income

Operating income

154

187

248

112

General corporate expense, including amortization

Amortization expense

Facility closures, severance and related costs

-3

-2

-28

-8

Changes in estimates related to expected allowable claims

($1)

GUARANTOR_CONDENSED_CONSOLIDAT2

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Guarantor condensed consolidating financial data	'	'	'	'	'
Net sales	$569	$546	$1,687	$1,663	'
Cost of goods sold	448	398	1,310	1,209	'
Selling, general and administrative	58	60	169	182	'
Depreciation and amortization	24	26	76	75	'
Research and development	9	10	27	31	'
Facility closures, severance and related costs	3	2	28	8	'
Changes in estimates related to expected allowable claims	'	-1	'	1	'
Equity loss	'	1	3	3	'
Operating income	27	50	74	154	'
Interest expense	-14	-17	-45	-47	'
Loss on early extinguishment of debt	-50	'	-50	'	-1
Other (expense) income, net	-4	-5	11	-3	'
Reorganization items, net	'	-1	-1	-4	'
(Loss) earnings from continuing operations before income taxes	-41	27	-11	100	'
Income tax expense	-3	-5	-24	-16	'
(Loss) earnings from continuing operations	-44	22	-35	84	'
Earnings (loss) from discontinued operations, net of tax	7	-15	28	-4	'
(Loss) gain on sale of discontinued operations, net of tax	-3	'	-149	'	'
Net (loss) earnings	-40	7	-156	80	'
Less: Net loss attributed to non-controlling interests	'	2	'	1	'
Net (loss) earnings attributable to Chemtura	-40	9	-156	81	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'	'	'	'	'
Net (loss) earnings	-40	7	-156	80	'
Other comprehensive (loss) income, net of tax	'	'	'	'	'
Foreign currency translation adjustments	25	37	-16	15	'
Unrecognized pension and other post-retirement benefit costs	5	7	142	6	'
Comprehensive (loss) income	-10	51	-30	101	'
Comprehensive loss attributable to non-controlling interests	'	2	'	1	'
Comprehensive (loss) income attributable to Chemtura	-10	53	-30	102	'
Eliminations	'	'	'	'	'
Guarantor condensed consolidating financial data	'	'	'	'	'
Net sales	-509	-405	-1,357	-1,239	'
Cost of goods sold	-509	-405	-1,357	-1,239	'
Equity in net earnings of subsidiaries	-45	-21	-46	-50	'
(Loss) earnings from continuing operations before income taxes	-45	-21	-46	-50	'
(Loss) earnings from continuing operations	-45	-21	-46	-50	'
Net (loss) earnings	-45	-21	-46	-50	'
Net (loss) earnings attributable to Chemtura	-45	-21	-46	-50	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'	'	'	'	'
Net (loss) earnings	-45	-21	-46	-50	'
Other comprehensive (loss) income, net of tax	'	'	'	'	'
Comprehensive (loss) income	'	-21	'	-50	'
Comprehensive (loss) income attributable to Chemtura	-45	-21	-46	-50	'
Parent Company	'	'	'	'	'
Guarantor condensed consolidating financial data	'	'	'	'	'
Net sales	362	364	1,118	1,132	'
Cost of goods sold	330	300	970	905	'
Selling, general and administrative	27	31	81	88	'
Depreciation and amortization	7	7	21	19	'
Research and development	4	5	11	14	'
Facility closures, severance and related costs	3	1	15	5	'
Changes in estimates related to expected allowable claims	'	-1	'	1	'
Operating income	-9	21	20	100	'
Interest expense	-16	-16	-50	-51	'
Loss on early extinguishment of debt	-50	'	-50	'	'
Other (expense) income, net	-6	-9	-11	-10	'
Reorganization items, net	'	-1	-1	-4	'
Equity in net earnings of subsidiaries	45	21	46	50	'
(Loss) earnings from continuing operations before income taxes	-36	16	-46	85	'
Income tax expense	1	'	'	'	'
(Loss) earnings from continuing operations	-35	16	-46	85	'
Earnings (loss) from discontinued operations, net of tax	-1	-7	2	-4	'
(Loss) gain on sale of discontinued operations, net of tax	-4	'	-112	'	'
Net (loss) earnings	-40	9	-156	81	'
Net (loss) earnings attributable to Chemtura	-40	9	-156	81	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'	'	'	'	'
Net (loss) earnings	-40	9	-156	81	'
Other comprehensive (loss) income, net of tax	'	'	'	'	'
Foreign currency translation adjustments	-20	-18	-10	-3	'
Unrecognized pension and other post-retirement benefit costs	4	6	141	3	'
Comprehensive (loss) income	'	-3	'	81	'
Comprehensive (loss) income attributable to Chemtura	-56	-3	-25	81	'
Guarantor Subsidiaries	'	'	'	'	'
Guarantor condensed consolidating financial data	'	'	'	'	'
Net sales	129	121	353	337	'
Cost of goods sold	113	91	300	286	'
Selling, general and administrative	4	6	12	13	'
Depreciation and amortization	9	11	32	33	'
Research and development	1	1	5	4	'
Operating income	2	12	4	1	'
Interest expense	'	'	'	2	'
Other (expense) income, net	-1	1	-1	1	'
(Loss) earnings from continuing operations before income taxes	1	13	3	4	'
(Loss) earnings from continuing operations	1	13	3	4	'
Earnings (loss) from discontinued operations, net of tax	6	9	22	20	'
Net (loss) earnings	7	22	25	24	'
Net (loss) earnings attributable to Chemtura	7	22	25	24	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'	'	'	'	'
Net (loss) earnings	7	22	25	24	'
Other comprehensive (loss) income, net of tax	'	'	'	'	'
Foreign currency translation adjustments	3	2	2	'	'
Comprehensive (loss) income	'	24	'	24	'
Comprehensive (loss) income attributable to Chemtura	10	24	27	24	'
Non-Guarantor Subsidiaries	'	'	'	'	'
Guarantor condensed consolidating financial data	'	'	'	'	'
Net sales	587	466	1,573	1,433	'
Cost of goods sold	514	412	1,397	1,257	'
Selling, general and administrative	27	23	76	81	'
Depreciation and amortization	8	8	23	23	'
Research and development	4	4	11	13	'
Facility closures, severance and related costs	'	1	13	3	'
Equity loss	'	1	3	3	'
Operating income	34	17	50	53	'
Interest expense	2	-1	5	2	'
Other (expense) income, net	3	3	23	6	'
(Loss) earnings from continuing operations before income taxes	39	19	78	61	'
Income tax expense	-4	-5	-24	-16	'
(Loss) earnings from continuing operations	35	14	54	45	'
Earnings (loss) from discontinued operations, net of tax	2	-17	4	-20	'
(Loss) gain on sale of discontinued operations, net of tax	1	'	-37	'	'
Net (loss) earnings	38	-3	21	25	'
Less: Net loss attributed to non-controlling interests	'	2	'	1	'
Net (loss) earnings attributable to Chemtura	38	-1	21	26	'
ACCUMULATED OTHER COMPREHENSIVE LOSS	'	'	'	'	'
Net (loss) earnings	38	-3	21	25	'
Other comprehensive (loss) income, net of tax	'	'	'	'	'
Foreign currency translation adjustments	42	53	-8	18	'
Unrecognized pension and other post-retirement benefit costs	1	1	1	3	'
Comprehensive (loss) income	'	51	'	46	'
Comprehensive loss attributable to non-controlling interests	'	2	'	1	'
Comprehensive (loss) income attributable to Chemtura	$81	$53	$14	$47	'

GUARANTOR_CONDENSED_CONSOLIDAT3

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details 2) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
ASSETS	'	'
Current assets	$1,652	$1,612
Property, plant and equipment	716	655
Goodwill	177	177
Other assets	299	586
Total assets	2,844	3,030
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	494	511
Long-term debt	892	871
Other long-term liabilities	461	580
Total liabilities	1,847	1,962
Stockholders' equity	997	1,068
Total liabilities and stockholders' equity	2,844	3,030
Eliminations	'	'
ASSETS	'	'
Intercompany receivables	-10,021	-9,412
Investment in subsidiaries	-8,432	-8,831
Total assets	-18,453	-18,243
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Intercompany payables	-10,021	-9,412
Total liabilities	-10,021	-9,412
Stockholders' equity	-8,432	-8,831
Total liabilities and stockholders' equity	-18,453	-18,243
Parent Company	'	'
ASSETS	'	'
Current assets	351	505
Intercompany receivables	3,948	3,531
Investment in subsidiaries	1,756	1,738
Property, plant and equipment	124	127
Goodwill	92	92
Other assets	136	131
Total assets	6,407	6,124
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	128	210
Intercompany payables	4,175	3,676
Long-term debt	874	870
Other long-term liabilities	233	300
Total liabilities	5,410	5,056
Stockholders' equity	997	1,068
Total liabilities and stockholders' equity	6,407	6,124
Guarantor Subsidiaries	'	'
ASSETS	'	'
Current assets	373	213
Intercompany receivables	3,656	3,065
Investment in subsidiaries	1,633	1,633
Property, plant and equipment	224	215
Goodwill	3	3
Other assets	41	233
Total assets	5,930	5,362
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	113	69
Intercompany payables	3,847	3,305
Other long-term liabilities	11	56
Total liabilities	3,971	3,430
Stockholders' equity	1,959	1,932
Total liabilities and stockholders' equity	5,930	5,362
Non-Guarantor Subsidiaries	'	'
ASSETS	'	'
Current assets	928	894
Intercompany receivables	2,417	2,816
Investment in subsidiaries	5,043	5,460
Property, plant and equipment	368	313
Goodwill	82	82
Other assets	122	222
Total assets	8,960	9,787
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	253	232
Intercompany payables	1,999	2,431
Long-term debt	18	1
Other long-term liabilities	217	224
Total liabilities	2,487	2,888
Stockholders' equity	6,473	6,899
Total liabilities and stockholders' equity	$8,960	$9,787

GUARANTOR_CONDENSED_CONSOLIDAT4

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details 3) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'	'
Net (loss) earnings	($40)	$7	($156)	$80	'
Adjustments to reconcile net earnings to net cash provided by operations:	'	'	'	'	'
Loss on sale of discontinued operations	3	'	149	'	'
Impairment charges	'	'	'	36	'
Release of cumulative translation adjustment from liquidation of entities	'	'	-15	'	'
Loss on early extinguishment of debt	50	'	50	'	1
Depreciation and amortization	'	'	93	104	'
Stock-based compensation expense	'	'	11	14	'
Reorganization items, net	'	'	'	1	'
Changes in estimates related to expected allowable claims	'	-1	'	1	'
Equity loss	'	'	1	-2	'
Changes in assets and liabilities, net	'	'	-74	-123	'
Net cash provided by operating activities	'	'	59	111	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'	'
Proceeds from divestment, net	'	'	91	9	'
Payments for acquisitions, net of cash acquired	'	'	-3	'	'
Capital expenditures	'	'	-124	-94	'
Net cash used in investing activities	'	'	-36	-85	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'	'	'	'
Proceeds from 2021 Senior Notes	'	'	450	'	'
Payments on 2018 Senior Notes, includes premium on tendering of notes	'	'	-395	'	'
Payments on Term Loan	'	'	-102	'	'
Proceeds from A/R Financing Facility, net	'	'	'	2	'
Proceeds from other long-term borrowings	'	'	27	'	'
Payments on other long-term borrowings	'	'	-3	'	'
Payments on other short-term borrowings, net	'	'	-1	-3	'
Common shares acquired	'	'	-50	-20	'
Payment for debt issuance costs	'	'	-8	-1	'
Proceeds from the exercise of stock options	'	'	6	2	'
Net cash used in financing activities	'	'	-76	-20	'
CASH AND CASH EQUIVALENTS	'	'	'	'	'
Effect of exchange rates on cash and cash equivalents	'	'	-1	1	'
Change in cash and cash equivalents	'	'	-54	7	'
Cash and cash equivalents at beginning of period	'	'	365	180	180
Cash and cash equivalents at end of period	311	187	311	187	365
Eliminations	'	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'	'
Net (loss) earnings	-45	-21	-46	-50	'
Adjustments to reconcile net earnings to net cash provided by operations:	'	'	'	'	'
Changes in assets and liabilities, net	'	'	46	50	'
Parent Company	'	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'	'
Net (loss) earnings	-40	9	-156	81	'
Adjustments to reconcile net earnings to net cash provided by operations:	'	'	'	'	'
Loss on sale of discontinued operations	4	'	112	'	'
Impairment charges	'	'	'	10	'
Loss on early extinguishment of debt	50	'	50	'	'
Depreciation and amortization	'	'	21	27	'
Stock-based compensation expense	'	'	11	14	'
Reorganization items, net	'	'	'	1	'
Changes in estimates related to expected allowable claims	'	-1	'	1	'
Changes in assets and liabilities, net	'	'	-36	-94	'
Net cash provided by operating activities	'	'	2	40	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'	'
Proceeds from divestment, net	'	'	-4	'	'
Capital expenditures	'	'	-14	-16	'
Net cash used in investing activities	'	'	-18	-16	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'	'	'	'
Proceeds from 2021 Senior Notes	'	'	450	'	'
Payments on 2018 Senior Notes, includes premium on tendering of notes	'	'	-395	'	'
Payments on Term Loan	'	'	-102	'	'
Proceeds from other long-term borrowings	'	'	7	'	'
Common shares acquired	'	'	-50	-20	'
Payment for debt issuance costs	'	'	-8	'	'
Proceeds from the exercise of stock options	'	'	6	2	'
Net cash used in financing activities	'	'	-92	-18	'
CASH AND CASH EQUIVALENTS	'	'	'	'	'
Change in cash and cash equivalents	'	'	-108	6	'
Cash and cash equivalents at beginning of period	'	'	193	35	35
Cash and cash equivalents at end of period	85	41	85	41	'
Guarantor Subsidiaries	'	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'	'
Net (loss) earnings	7	22	25	24	'
Adjustments to reconcile net earnings to net cash provided by operations:	'	'	'	'	'
Depreciation and amortization	'	'	38	38	'
Changes in assets and liabilities, net	'	'	-23	-32	'
Net cash provided by operating activities	'	'	40	30	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'	'
Capital expenditures	'	'	-35	-30	'
Net cash used in investing activities	'	'	-35	-30	'
CASH AND CASH EQUIVALENTS	'	'	'	'	'
Change in cash and cash equivalents	'	'	5	'	'
Cash and cash equivalents at end of period	5	'	5	'	'
Non-Guarantor Subsidiaries	'	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'	'
Net (loss) earnings	38	-3	21	25	'
Adjustments to reconcile net earnings to net cash provided by operations:	'	'	'	'	'
Loss on sale of discontinued operations	-1	'	37	'	'
Impairment charges	'	'	'	26	'
Release of cumulative translation adjustment from liquidation of entities	'	'	-15	'	'
Depreciation and amortization	'	'	34	39	'
Equity loss	'	'	1	-2	'
Changes in assets and liabilities, net	'	'	-61	-47	'
Net cash provided by operating activities	'	'	17	41	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'	'
Proceeds from divestment, net	'	'	95	9	'
Payments for acquisitions, net of cash acquired	'	'	-3	'	'
Capital expenditures	'	'	-75	-48	'
Net cash used in investing activities	'	'	17	-39	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'	'	'	'
Proceeds from A/R Financing Facility, net	'	'	'	2	'
Proceeds from other long-term borrowings	'	'	20	'	'
Payments on other long-term borrowings	'	'	-3	'	'
Payments on other short-term borrowings, net	'	'	-1	-3	'
Payment for debt issuance costs	'	'	'	-1	'
Net cash used in financing activities	'	'	16	-2	'
CASH AND CASH EQUIVALENTS	'	'	'	'	'
Effect of exchange rates on cash and cash equivalents	'	'	-1	1	'
Change in cash and cash equivalents	'	'	49	1	'
Cash and cash equivalents at beginning of period	'	'	172	145	145
Cash and cash equivalents at end of period	$221	$146	$221	$146	'