LANXESS Solutions US (CEMJQ) Inactive 10-Q28 Oct 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2014
Document and Entity Information	'
Entity Registrant Name	'Chemtura CORP
Entity Central Index Key	'0001091862
Document Type	'10-Q
Document Period End Date	30-Sep-14
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	87,810,294
Document Fiscal Year Focus	'2014
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, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statements of Operations	'	'	'	'
Net sales	$558	$569	$1,723	$1,687
COSTS AND EXPENSES	'	'	'	'
Cost of goods sold	424	448	1,311	1,310
Selling, general and administrative	65	58	192	169
Depreciation and amortization	24	24	77	76
Research and development	10	9	28	27
Facility closures, severance and related costs	'	3	6	28
Equity loss	'	'	'	3
Operating income	35	27	109	74
Interest expense	-12	-14	-35	-45
Loss on early extinguishment of debt	'	-50	'	-50
Other income (expense), net	4	-4	5	11
Reorganization items, net	'	'	-1	-1
Earnings (loss) from continuing operations before income taxes	27	-41	78	-11
Income tax expense	-12	-3	-10	-24
Earnings (loss) from continuing operations	15	-44	68	-35
Earnings from discontinued operations, net of tax	'	7	1	28
Loss on sale of discontinued operations, net of tax	'	-3	-9	-149
Net earnings (loss)	$15	($40)	$60	($156)
Basic per share information	'	'	'	'
Earnings (loss) from continuing operations (in dollars per share)	$0.17	($0.45)	$0.73	($0.36)
Earnings from discontinued operations, net of tax (in dollars per share)	'	$0.07	$0.01	$0.29
Loss on sale of discontinued operations, net of tax (in dollars per share)	'	($0.03)	($0.10)	($1.52)
Net earnings (loss) (in dollars per share)	$0.17	($0.41)	$0.64	($1.59)
Diluted per share information	'	'	'	'
Earnings (loss) from continuing operations (in dollars per share)	$0.17	($0.45)	$0.72	($0.36)
Earnings from discontinued operations, net of tax (in dollars per share)	'	$0.07	$0.01	$0.29
Loss on sale of discontinued operations, net of tax (in dollars per share)	'	($0.03)	($0.10)	($1.52)
Net earnings (loss) (in dollars per share)	$0.17	($0.41)	$0.63	($1.59)
Weighted average shares outstanding - Basic (in shares)	89.4	97.5	92.9	98.1
Weighted average shares outstanding - Diluted (in shares)	90.7	97.5	94.3	98.1

Consolidated_Statements_of_Com

Consolidated Statements of Comprehensive Income (Loss) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statements of Comprehensive Income (Loss)	'	'	'	'
Net earnings (loss)	$15	($40)	$60	($156)
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	-45	25	-39	-16
Unrecognized pension and other post-retirement benefit costs	4	5	8	142
Comprehensive (loss) income	($26)	($10)	$29	($30)

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS	'	'
Cash and cash equivalents	$145	$549
Accounts receivable, net	258	234
Inventories, net	343	346
Other current assets	137	151
Assets held for sale	326	245
Total current assets	1,209	1,525
NON-CURRENT ASSETS	'	'
Property, plant and equipment, net	707	717
Goodwill	175	179
Intangible assets, net	104	114
Other assets	184	169
Total assets	2,379	2,704
CURRENT LIABILITIES	'	'
Short-term borrowings	11	117
Accounts payable	164	148
Accrued expenses	163	176
Income taxes payable	17	5
Liabilities held for sale	68	38
Total current liabilities	423	484
NON-CURRENT LIABILITIES	'	'
Long-term debt	793	781
Pension and post-retirement health care liabilities	204	246
Other liabilities	142	194
Total liabilities	1,562	1,705
STOCKHOLDERS' EQUITY	'	'
Common stock - $0.01 par value Authorized - 500.0 shares Issued - 100.5 shares at September 30, 2014 and December 31, 2013	1	1
Additional paid-in capital	4,376	4,375
Accumulated deficit	-2,965	-3,025
Accumulated other comprehensive loss	-311	-280
Treasury stock- at cost - 12.7 shares at September 30, 2014 and 4.0 shares at December 31, 2013	-285	-73
Total Chemtura stockholders' equity	816	998
Non-controlling interest	1	1
Total stockholders' equity	817	999
Total liabilities and stockholders' equity	$2,379	$2,704

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
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	100.5
Treasury stock at cost, shares	12.7	4

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net earnings (loss)	$60	($156)
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:	'	'
Loss on sale of discontinued operations	9	149
Release of cumulative translation adjustment from liquidation of entities	'	-15
Loss on early extinguishment of debt	'	50
Depreciation and amortization	77	93
Stock-based compensation expense	10	11
Equity loss	'	1
Changes in assets and liabilities, net of assets acquired and liabilities assumed:	'	'
Accounts receivable	-98	-29
Inventories	-34	-29
Accounts payable	26	24
Pension and post-retirement health care liabilities	-43	-43
Other	-30	3
Net cash (used in) provided by operating activities	-23	59
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Proceeds from divestments, net of transaction costs	23	91
Payments for acquisitions	'	-3
Capital expenditures	-78	-124
Net cash used in investing activities	-55	-36
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	-110	-102
Proceeds from other long-term borrowings	17	27
Payments on other long-term borrowings	-3	-3
Payments on other short-term borrowings, net	-1	-1
Common shares acquired	-227	-50
Payment for debt issuance costs	'	-8
Proceeds from exercise of stock options	8	6
Net cash used in financing activities	-316	-76
CASH AND CASH EQUIVALENTS	'	'
Effect of exchange rates on cash and cash equivalents	-10	-1
Change in cash and cash equivalents	-404	-54
Cash and cash equivalents at beginning of period	549	365
Cash and cash equivalents at end of period	$145	$311

NATURE_OF_OPERATIONS_AND_SUMMA

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2014
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 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 which was 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”). Since the Great Lakes acquisition, we have progressively focused our portfolio, divesting businesses that did not fit with the strategic criteria we have established for our portfolio. As part of this initiative, we announced in April 2014 that we had signed a Stock and Asset Purchase Agreement with Platform Specialty Products Corporation to sell our Chemtura AgroSolutions business with an anticipated closing on November 3, 2014. Additionally, in 2013 we divested our antioxidants and UV stabilizers (“Antioxidant”) and Consumer Products businesses.

	The information in the foregoing Consolidated Financial Statements for the quarters and nine months ended September 30, 2014 and 2013 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. 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 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 March 31, 2014, the Bankruptcy Court had entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases.

	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, 2013 (the “2013 Annual Report on Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2014 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 $2 million as of September 30, 2014 and December 31, 2013.

	During the nine months ended September 30, 2014 and 2013, we made cash interest payments of approximately $42 million and $52 million, respectively. During the nine months ended September 30, 2014 and 2013, we made cash payments for income taxes (net of refunds) of $28 million and $15 million, respectively.

	Recent Accounting Pronouncements

	In March 2013, the FASB issued ASU No. 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). The adoption of this amendment did not 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 and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on our financial statements.

	In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance improves GAAP by more faithfully representing when a company or other organization discontinues its operations. ASU 2014-08 changed the criteria for reporting a discontinued operation. Under the new guidance, a disposal of part of an organization that has a major effect on its operations and financial results is a discontinued operation. ASU 2014-08 is effective on a prospective basis for interim and annual periods beginning on or after December 15, 2014 although early adoption is permitted. We chose not to early adopt this standard in the quarter ended June 30, 2014 when evaluating the sale of our Chemtura AgroSolutions as a discontinued operation. See Note 2 - Acquisitions and Divestitures for our analysis of that transaction.

	In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the ASU will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

ACQUISITIONS_AND_DIVESTITURES

ACQUISITIONS AND DIVESTITURES	9 Months Ended
ACQUISITIONS AND DIVESTITURES	Sep. 30, 2014
ACQUISITIONS AND DIVESTITURES	'
ACQUISITIONS AND DIVESTITURES	'
	2) ACQUISITIONS AND DIVESTITURES

	Acquisitions

	Solaris Acquisition

	In September 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 had 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. In September 2014, the BTA was terminated due to the inability to satisfy certain conditions precedent to the closing and the changes in bromine market conditions since 2012. Neither party incurred any early termination penalties.

	DayStar Acquisition

	In May 2013, we purchased the remaining 50% interest in DayStar Materials L.L.C. (“DayStar”) from our joint venture partner, UP Chemical Co., Ltd. (“UP Chemical”). As a result, 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 for a $3 million loan they had made to DayStar.

	Divestitures

	Chemtura AgroSolutions

	In April 2014, we entered into a Stock and Asset Purchase Agreement (“SAPA”) to sell our Chemtura AgroSolutions business to Platform Specialty Products Corporation (“Platform”) for approximately $1 billion, consisting of $950 million in cash and 2 million shares of Platform’s common stock. The transaction is subject to customary purchase price adjustments and closing conditions and is expected to close on November 3, 2014. Under the terms of the SAPA, we will retain most of the property, plant and equipment used to manufacture products for the Chemtura AgroSolutions business and will continue to manufacture products for Platform under several supply agreements and a tolling agreement (collectively, the “supply agreements”) with minimum terms of between two and four years.

	We evaluated the transaction and determined that it has met the criteria to report the assets and liabilities of the Chemtura AgroSolutions business that form part of the transaction under the SAPA as assets held for sale in April 2014. We have segregated the assets and liabilities considered assets held for sale on our Consolidated Balance Sheet as of September 30, 2014 and December 31, 2013. As of April 2014, we ceased recording depreciation and amortization on these assets.

	We further evaluated whether the Chemtura AgroSolutions transaction met the criteria to be presented as a discontinued operation under the provisions of ASC 205-20-45. Due to the significant gross cash flows anticipated under the post-closing supply agreements with Platform, we concluded that the Chemtura AgroSolutions business does not meet the criteria to be presented as a discontinued operation. As a result, we will continue to present the results of operations of the Chemtura AgroSolutions business as one of our segments and continue to reflect the business in net income from continuing operations until sold. Following the sale, we will account for the supply agreements as part of our continuing operations.

	As a result of this transaction, we evaluated the recoverability of both the assets and liabilities held for sale and the assets held and used of the Chemtura AgroSolutions business during the second and third quarters of 2014 and determined that no impairment existed as of those dates.

	The following is a summary of the Chemtura AgroSolutions assets and liabilities held for sale as of September 30, 2014 and December 31, 2013:

	(In millions)		September 30, 2014			December 31, 2013
	Accounts receivable, net		$	183		$	128
	Inventories		92			71
	Other current assets		9			7
	Property, plant and equipment		8			8
	Intangible assets, net		31			28
	Other assets		3			3
	Assets		326			245

	Accounts payable		29			24
	Accrued expenses		37			13
	Income taxes payable		2			1
	Liabilities		68			38
	Net Assets		$	258		$	207

	Consumer Products Business Divestiture

	In December 2013, we sold our investment in the dedicated legal entities that constituted our Consumer Products business, including dedicated manufacturing plants in the U.S. and South Africa, to KIK Custom Products Inc. (“KIK”) for $300 million and the assumption by KIK of pension and other liabilities totaling approximately $8 million. The purchase price was subject to customary post-closing adjustments, primarily for working capital and assumed pension liabilities. The agreement specified a value of working capital based upon a twelve-month average against which working capital would be measured. To the extent working capital at closing was lower than this value, KIK would be compensated for the difference. If working capital was higher, we would be compensated. The impact of some of these adjustments was estimated in the cash paid at closing. In March 2014, KIK made an advance payment of $9 million ahead of the final adjustments. In July 2014, the parties reached agreement on the post-closing working capital and indebtedness adjustments. The remaining payment of $5 million due from KIK was received in July 2014.

	In connection with the sale, we entered into a transition service agreement and supply contract with KIK to supply products from our Adrian, MI facility. Under the terms of the supply contract, KIK had the option, exercisable for a period of six-months following the closing date, to purchase the net assets of the Adrian facility at a price that is below the carrying value of the net assets. Accordingly, as of December 31, 2013, we concluded the net assets of the Adrian facility met the criteria to be classified as assets held for sale and we recorded an impairment charge in December 2013 of $7 million to write-down the property, plant and equipment to its fair value less costs to sell. The option expired un-exercised as of June 30, 2014 and the assets and liabilities are now classified as held and used in both the current and prior periods. See Note 3 - Restructuring and Asset Impairment for a further discussion of initiatives related to that plant.

	During the nine months ended September 30, 2014, we recognized a pre-tax loss of $8 million ($8 million after tax), primarily for transaction costs and post-closing adjustments and obligations which was recognized in loss on sale of discontinued operations, net of tax in the Consolidated Statement of Operations.

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

	Antioxidant Business Divestiture

	In April 2013, we sold our Antioxidant business to SK Blue Holdings, Ltd. (“SK”) and Addivant USA Holdings Corp. (“Addivant”) for $97 million, $9 million in preferred stock issued by Addivant and the assumption by SK and Addivant of pension, environmental and other liabilities totaling approximately $91 million. Additionally, we paid $2 million in cash as part of a pre-closing adjustment. In the nine months ended September 30, 2014, we recognized a pre-tax loss of $1 million ($1 million after-tax) primarily related to the final settlement of the working capital component of the transaction which is included in loss on sale of discontinued operations, net of tax, in the Consolidated Statement of Operations. We received the final payment for the remaining working capital adjustment of $4 million in March 2014.

	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 and which become preferential payments in liquidation if not declared and paid by Addivant. Addivant did not declare any dividends through September 30, 2014.

	In connection with the sale, we entered into several ancillary agreements, including supply agreements, a distribution agreement, and a transition services agreement.

	Earnings and direct costs associated with the Antioxidant business for the periods prior to the date of sale have been presented as earnings from discontinued operations, net of tax for the comparative periods. All applicable disclosures included in the accompanying footnotes have been updated to reflect the Antioxidant business as a discontinued operation.

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

Earnings from discontinued operations and loss on the sale of discontinued operations for the quarters and nine months ended September 30, 2014 and 2013 consist of the following:

		Quarters ended September 30,																	Nine months ended September 30,
		2014								2013									2014									2013
(In millions)		Consumer			AOUV			Total		Consumer			AOUV			Total			Consumer			AOUV			Total			Consumer			AOUV			Total
Net sales										$	101		$	—		$	101											$	324		$	123		$	447
Earnings from discontinued operations:
Pre-tax earnings		$	—		$	—		$	—	$	8		$	—		$	8		$	1		$	—		$	1		$	27		$	4		$	31
Income tax expense		—			—			—		(1		)	—			(1		)	—			—			—			(3		)	—			(3		)
Earnings, net of taxes		$	—		$	—		$	—	$	7		$	—		$	7		$	1		$	—		$	1		$	24		$	4		$	28
Loss on sale of discontinued operations:
Pre-tax loss		$	(1	)	$	1		$	—	$	—		$	(3	)	$	(3	)	$	(8	)	$	(1	)	$	(9	)	$	—		$	(162	)	$	(162	)
Income tax benefit		—			—			—		—			—			—			—			—			—			—			13			13
Net loss		$	(1	)	$	1		$	—	$	—		$	(3	)	$	(3	)	$	(8	)	$	(1	)	$	(9	)	$	—		$	(149	)	$	(149	)

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 from discontinued operations, net of tax. These costs are as follows:

		Quarters ended September 30,						Nine months ended September 30,
		2014			2013			2014		2013
Antioxidants		$	—		$	—		$	—	$	6
Consumer Products		—			5			—		10
Amortization expense (a)		—			(3		)	—		(8		)
Net increase in Corporate Segment		$	—		$	2		$	—	$	8

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

RESTRUCTURING_AND_ASSET_IMPAIR

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	9 Months Ended
	Sep. 30, 2014
RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	'
RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES	'
	3) RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES

	Restructuring

	In June 2014, as a result of KIK not exercising its option to purchase the net assets of the Adrian, MI facility, our Board of Directors (the “Board”) approved the closure of this facility, which is expected to occur in mid-2015. Additionally, during the second quarter of 2014, our management approved further actions to consolidate our business’ organizational structure, which are in line with the restructuring actions approved by the Board in 2013. We expect the total cost of these initiatives to be approximately $7 million to $9 million, of which we recorded a pre-tax charge of $4 million in the second quarter of 2014, which included $3 million for severance and related costs and $1 million for accelerated asset retirement obligations related to the Adrian facility. We expect to incur the remaining costs primarily for decommissioning and accelerated depreciation by mid-2015.

	In February 2013, our Board approved a restructuring plan providing for, among other things, actions to reduce stranded costs related to divestitures. 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 December 2013, we substantially completed employee communications and the consultation process regarding the 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. We recorded a pre-tax charge of $44 million in the year ended December 31, 2013, which included $27 million for severance and related costs, $15 million for professional fees, $1 million for accelerated depreciation of property, plant and equipment and $1 million for accelerated asset retirement obligations. We recorded a pre-tax charge of $5 million in the first quarter of 2014 which included $1 million for severance and related costs, $1 million related to professional fees and $3 million for accelerated depreciation of property, plant and equipment. We recorded a pre-tax charge of $2 million in the second quarter of 2014 which included $1 million for severance and professional fees, and $1 million for accelerated depreciation of property, plant and equipment. We recorded a pre-tax charge of $1 million in the third quarter of 2014 primarily for accelerated asset retirement obligations and the write-off of property, plant and equipment. We expect to incur approximately $1 million to $2 million for the remainder of 2014 and early 2015 primarily for decommissioning costs.

	In April 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. In 2013, we recorded an additional pre-tax charge of $1 million, 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 been substantially completed. We have retained this property under the terms of the sale of our Antioxidants business and anticipate selling it after all decommissioning 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, 2013	$	14		$	2		$	16
	2014 charge	4			2			6
	Cash payments	(12		)	(4		)	(16		)
	Balance at September 30, 2014	$	6		$	—		$	6

	At September 30, 2014, the balance of these reserves were included in accrued expenses in our Consolidated Balance Sheet. At December 31, 2013, $15 million of these reserves were included in accrued expenses and $1 million were included in accounts payable 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 business. As of March 31, 2013 and June 30, 2013, we considered it more-likely-than-not that the sale initiative would become effective during 2013. In performing the impairment analysis, we probability weighted the possible outcomes of the sale 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 the assets of the Consumer Products business. 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 of the Consumer Products business. We probability weighted the fair value less the cost to sell under different fair value models, as a proxy for an agreed upon purchase price, and found the fair value less the 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.

	On December 31, 2013, we completed a stock sale of our investment in dedicated legal entities of our Consumer Products business. In connection with the sale, we entered into a supply contract with KIK to supply products from our Adrian, MI facility. Under the terms of the supply contract, KIK had the option, exercisable for a period of six-months following the closing date, to purchase the net assets of the Adrian facility at a price below the carrying value of the net assets. Accordingly, we concluded that the net assets of the Adrian facility met the criteria to be classified as assets held for sale and based on the expected selling price we recorded an impairment charge in December 2013 of $7 million to write-down the property, plant and equipment to its estimated fair value which is included in earnings from discontinued operations, net of tax in our Consolidated Statement of Operations. The option expired un-exercised as of June 30, 2014 and the assets are now classified as held and used in both the current and prior periods.

	During the third quarter of 2014, the Industrial Engineered Products segment performed a strategic review of the organometallics business included in this segment. As a result, we performed an impairment analysis of the organometallics asset group in which we probability weighted the possible outcomes of the base business case and various initiatives identified in the strategic review. Based on this analysis, the estimated undiscounted cash flows were sufficient to recover the carrying value of the net assets of the asset group. As a result we concluded that no impairment existed at September 30, 2014.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2014
INVENTORIES	'
INVENTORIES	'
	4) INVENTORIES

		September 30,		December 31,
	(In millions)	2014		2013
	Finished goods	$	194	$	223
	Work in process	45		35
	Raw materials and supplies	104		88
		$	343	$	346

	Included in the above net inventory balances are inventory obsolescence reserves of approximately $24 million and $19 million at September 30, 2014 and December 31, 2013, respectively.

PROPERTY_PLANT_AND_EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2014
PROPERTY, PLANT AND EQUIPMENT	'
PROPERTY, PLANT AND EQUIPMENT	'
	5) PROPERTY, PLANT AND EQUIPMENT

		September 30,		December 31,
	(In millions)	2014		2013
	Land and improvements	$	72	$	74
	Buildings and improvements	213		212
	Machinery and equipment	1,257		1,225
	Information systems equipment	175		171
	Furniture, fixtures and other	23		24
	Construction in progress	74		94
		1,814		1,800
	Less: accumulated depreciation	1,107		1,083
		$	707	$	717

	Depreciation expense from continuing operations was $21 million and $19 million for the quarters ended September 30, 2014 and 2013, respectively, and $65 million and $61 million for the nine months ended September 30, 2014 and 2013, respectively. Depreciation expense from continuing operations included accelerated depreciation of certain fixed assets associated with our restructuring programs of $4 million for the nine months ended September 30, 2014 and $1 million for the quarter and nine months ended September 30, 2013.

GOODWILL_AND_INTANGIBLE_ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2014
GOODWILL AND INTANGIBLE ASSETS	'
GOODWILL AND INTANGIBLE ASSETS	'
	6) GOODWILL AND INTANGIBLE ASSETS

	Our goodwill balance was $175 million and $179 million at September 30, 2014 and December 31, 2013, respectively. The decrease in goodwill since December 31, 2013 was due to foreign currency translation. The goodwill is allocated to the Industrial Performance Products segment. The goodwill balance at September 30, 2014 and December 31, 2013 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, 2014.

	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, 2014							December 31, 2013
	(In millions)	Gross		Accumulated			Net		Gross		Accumulated			Net
		Cost		Amortization			Intangibles		Cost		Amortization			Intangibles
	Patents	$	27	$	(15	)	$	12	$	33	$	(21	)	$	12
	Trademarks	45		(13		)	32		45		(12		)	33
	Customer relationships	42		(19		)	23		42		(18		)	24
	Production rights	45		(40		)	5		45		(36		)	9
	Other	72		(40		)	32		74		(38		)	36
	Total	$	231	$	(127	)	$	104	$	239	$	(125	)	$	114

	The decrease in gross intangible assets since December 31, 2013 is primarily due to retirements of $6 million.

	Amortization expense from continuing operations related to intangible assets was $3 million and $5 million for the quarters ended September 30, 2014 and 2013, and $12 million and $15 million for the nine months ended September 30, 2014 and 2013.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2014
DEBT	'
DEBT	'
	7) DEBT

	Our debt is comprised of the following:

		September 30,			December 31,
	(In millions)	2014			2013
	5.75% Senior Notes due 2021	$	450		$	450
	7.875% Senior Notes due 2018	100			100
	Term Loan due 2016	207			316
	Other borrowings	47			32
	Total Debt	804			898
	Less: Other short-term borrowings	(11		)	(7		)
	Less: Current portion of Term Loan	—			(110		)
	Total Long-term debt	$	793		$	781

	Financing Facilities

	2021 Senior Notes

	In July 2013, we completed a registered public offering of $450 million of 5.75% Senior Notes due 2021 (the “2021 Senior Notes”). The purpose of the 2021 Senior Notes was to fund the tender for 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”), pay expenses related to the offering and prepay a portion of our senior secured term loan facility due 2016 (the “Term Loan”). In July 2013, we completed the purchase of $354 million of the 2018 Senior Notes tendered in response to the Offer to Purchase.

	In the third quarter of 2013, we recorded a $50 million loss on the early extinguishment of debt. 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.

	In July 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.

	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% of the principal amount, in each case 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 at a redemption price (subject to limitations as described in the 2021 Indenture) equal to 101% of the aggregate principal amount plus accrued and unpaid interest.

	Our 2021 Senior Notes contain covenants that limit our ability to enter into certain transactions, such as incurring secured debt and subsidiary debt and entering into sale and lease-back transactions.

	Our 2021 Senior Notes are subject to certain events of default, including, among others, breach of other agreements in the 2021 Indenture; any guarantee of a significant subsidiary ceasing to be in full force and effect; a default by us or our restricted subsidiaries under any bonds, debentures, notes or other evidences of indebtedness of a certain amount, resulting in its acceleration; and certain events of bankruptcy or insolvency.

	2018 Senior Notes

	In August 2010, we completed a $455 million 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. The 2018 Senior Notes were exchanged in June 2011 for identical registered 2018 Senior Notes. In July 2013, we purchased $354 million of the $455 million outstanding balance with proceeds from the 2021 Senior Notes offering.

	We may redeem some or all of the remaining 2018 Senior Notes at any time on or after September 1, 2014, with the redemption prices being, prior to September 1, 2015, 103.938% of the principal amount, on or after September 1, 2015 and prior to September 1, 2016, 101.969% of the principal amount and thereafter 100% plus any accrued and unpaid interest to the redemption date.

	When issued in 2010, our 2018 Senior Notes contained covenants that limited our ability to enter into certain transactions, such as incurring additional indebtedness, creating liens, paying dividends, and entering into dispositions and joint ventures. With the purchase of the tendered 2018 Senior Notes under the Offer to Purchase complete, the amendments to the 2018 Indenture that eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions became effective.

	Our 2018 Senior Notes are now subject to only limited events of default including failure to pay principal or interest.

	Term Loan

	In August 2010, we entered into the Term Loan due 2016 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 permitted us to increase the size of the facility with an accordion feature 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. During 2013, we repaid $102 million of the Term Loan with proceeds from the 2021 Senior Notes offering and cash on hand. In January 2014, we repaid an additional $110 million of the Term Loan with proceeds from the sale of the Consumer Products business. In light of this transaction, we classified the $110 million as short-term borrowings in our Consolidated Balance Sheet as of December 31, 2013.

	In October 2013, we entered into Amendment No. 2 to the Term Loan which, among other things, (i) reduced the interest rate and LIBOR floor on the term loans outstanding under the Term Loan agreement (the “term loans”), (ii) provided for a 1% prepayment premium if the term loans are refinanced with certain specified refinancing debt within 6 months, (iii) introduced scheduled quarterly amortization of the term loans in the amount of 1% annually, and (iv) permitted 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.

	Borrowings under the amended Term Loan bear interest at a rate per annum equal to, at our election, (i) 1.75% plus the Base Rate (defined as the higher of (a) the Federal Funds rate plus 0.5%; (b) Bank of America’s published prime rate; and (c) the Eurodollar Rate plus 1%) or (ii) 2.75% plus the Eurodollar Rate (defined as the higher of (a) 0.75% and (b) the current LIBOR adjusted for reserve requirements).

	The Term Loan contains covenants that limit, among other things, our ability to enter into certain transactions, such as creating liens, incurring additional indebtedness or repaying certain indebtedness, making investments, paying dividends, and entering into acquisitions, dispositions and joint ventures.

	Additionally, the Term Loan requires that we meet certain financial maintenance covenants including a maximum Secured Leverage Ratio (net of unrestricted cash, as defined in the agreement) of 2.5:1.0 and a minimum Consolidated Interest Coverage Ratio (as defined in the agreement) of 3.0:1.0. Additionally, the Term Loan contains a covenant related to the repayment of excess cash flow (as defined in the agreement). As of September 30, 2014, we were in compliance with the covenant requirements of the Term Loan.

	ABL Facility

	In November 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, and included a $125 million letter of credit sub-facility.

	In December 2013, we amended and restated the ABL Facility. The new five-year senior secured revolving credit facility available through 2018 provides for $175 million available to our domestic subsidiaries (the “US ABL Facility”) and €60 million available to Chemtura Sales Europe B.V., a Netherlands subsidiary (the “Foreign ABL Facility”, and together with the US ABL Facility, the “2018 ABL Facility”), subject in each case to availability under a borrowing base. The 2018 ABL Facility provides a $125 million letter of credit sub-facility.

	The revolving loans under the 2018 ABL Facility will bear interest at a rate per annum which, at our option, can be either: (a) a base rate (which varies depending on the currency in which the loans are borrowed) plus a margin of between 0.50% and 1.00% for loans denominated in U.S. dollars or between 1.50% and 2.00% for loans denominated in other currencies, in each case based on the average excess availability under the 2018 ABL Facility for the preceding quarter; or (b) the current reserve adjusted Eurocurrency Rate plus a margin of between 1.50% and 2.00% based on the average excess availability under the 2018 ABL Facility for the preceding quarter.

	The 2018 ABL Facility Agreement contains certain affirmative and negative covenants (applicable to us, the other borrowing subsidiaries, the guarantors and their respective subsidiaries other than unrestricted subsidiaries), including, without limitation, covenants requiring financial reporting and notices of certain events, and covenants imposing limitations on incurrence of indebtedness and guaranties; liens; loans and investments; asset dispositions; dividends, redemptions, and repurchases of stock and prepayments, redemptions and repurchases of certain indebtedness; mergers, consolidations, acquisitions, joint ventures or creation of subsidiaries; material changes in business; transactions with affiliates; restrictions on distributions from restricted subsidiaries and granting of negative pledges; changes in accounting and reporting; sale leasebacks; and speculative transactions, and a springing financial covenant requiring a minimum trailing four quarter fixed charge coverage ratio of 1.0 to 1.0 at all times during (A) any period from the date when the amount available for borrowings under the 2018 ABL Facility falls below the greater of (i) $25 million and (ii) 10% of the aggregate commitments to the date such available amount has been equal to or greater than the greater of (i) $25 million and (ii) 10% of the aggregate commitments for 30 consecutive days, or (B) any period from the date when the amount available for borrowings under the US ABL Facility falls below the greater of (i) $18 million and (ii) 10% of the aggregate commitments under the US ABL Facility to the date such available amount has been equal to or greater than the greater of (i) $18 million and (ii) 10% of the aggregate commitments under the US ABL Facility for 30 consecutive days.

At September 30, 2014 and December 31, 2013, we had no borrowings under the 2018 ABL Facility. However, we had $15 million and $14 million, respectively, 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, 2014 and December 31, 2013, we had approximately $232 million and $237 million, respectively, of undrawn availability under the 2018 ABL Facility.

Other Facilities

In December 2012, we entered into a CNY 250 million (approximately $40 million) 5 year secured credit facility available through December 2017 (the “China Bank Facility”) with Agricultural Bank of China, Nantong Branch (“ABC Bank”). The China Bank Facility has been used for funding construction of our manufacturing facility in Nantong, China and is secured by land, property and machinery of our subsidiary Chemtura Advanced Materials (Nantong) Co., Ltd. The loans under the China Bank Facility bear interest at a rate determined from time to time by ABC Bank based on the prevailing People’s Bank of China Lending Rate. At September 30, 2014 and December 31, 2013, we had borrowings of $31 million and $17 million, respectively, under the China Bank Facility. Repayments of principal will be made in semi-annual installments from December 2014 through December 2017.

In March 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 is to be repaid in equal monthly installments over its term.

INCOME_TAXES

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2014
INCOME TAXES	'
INCOME TAXES	'
	8) INCOME TAXES

	We reported income tax expense of $12 million and $3 million for the quarters ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013, we reported income tax expense of $10 million and $24 million, respectively. The tax expense reported for the quarter ended September 30, 2014 included approximately $10 million of foreign withholding taxes on dividends paid. In addition, tax expense for the nine months ended September 30, 2014 included a decrease in foreign income taxes of approximately $15 million related to an unrecognized tax benefit that had been recorded for an international jurisdiction in prior years. The tax benefit was recorded after reaching an agreement with the international jurisdiction that effectively settled the prior year liability. The tax expense reported for the quarter and nine months ended September 30, 2013 related to taxable income of certain of our international subsidiaries.

	In the quarter and nine months ended September 30, 2014, we have offset our current quarter and year-to-date U.S. income with net operating loss carryforwards and reduced the associated valuation allowance. 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 $32 million and $44 million at September 30, 2014 and December 31, 2013, respectively.

	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 $1 million within the next year. This reduction may occur due to the statute of limitations expirations 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 statutes 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
ACCUMULATED OTHER COMPREHENSIVE LOSS	Sep. 30, 2014
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, 2014 and December 31, 2013, are as follows:

	(in millions)	Foreign			Unrecognized			Total
		Currency			Pension and
		Translation			Other Post-
		Adjustments			Retirement
					Benefit Costs
	As of December 31, 2013	$	(13	)	$	(267	)	$	(280	)
	Other comprehensive income (loss) before reclassifications	(39		)	—			(39		)
	Amounts reclassified from AOCL	—			8			8
	Net current period other comprehensive income	(39		)	8			(31		)
	As of September 30, 2014	$	(52	)	$	(259	)	$	(311	)

	The following table summarizes the reclassifications from AOCL to the Consolidated Statement of Operations for the quarters and nine months ended September 30, 2014 and 2013:

		Amount Reclassified from AOCL												Affected line item in the
		Quarters ended September 30,						Nine months ended September 30,						consolidated statement of
	(in millions)	2014			2013			2014			2013			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		$	1		4			3			See Note (a)
	Amortization of actuarial losses (a)	(5		)	(5		)	(13		)	(17		)	See Note (a)
	Sale of discontinued operations (b)	—			(2		)	—			(122		)	Loss on sale of discontinued operations, net of tax
	Total before tax	(4		)	(6		)	(9		)	(136		)
	Tax on continuing operations	—			—			1			1			Income Tax Expense
	Tax on discontinued operations	—			—			—			14			Loss on sale of discontinued operations, net of tax
	Total tax	—			—			1			15
	Net of tax	(4		)	(6		)	(8		)	(121		)
	Total reclassifications	$	(4	)	$	(6	)	$	(8	)	$	(112	)

	(a) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and other Post-Retirement Benefit Plans for additional information).

	(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, 2014
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)	2014	2013	2014	2013
	Weighted average shares outstanding - Basic	89.4	97.5	92.9	98.1
	Dilutive effect of common share equivalents	1.3	—	1.4	—
	Weighted average shares outstanding - Diluted	90.7	97.5	94.3	98.1

	In November 2013, the Board authorized an increase in our share repurchase program to $291 million and extended the program through November 9, 2014. In May 2014, the Board authorized an increase in the share repurchase program by $100 million, up to $391 million in the aggregate when combined with the November 2013 authorization, of which $68 million remained as of September 30, 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 SEC. We repurchased 9.5 million shares of our common stock at a cost of $227 million during the nine months ended September 30, 2014. As of September 30, 2014, we had repurchased 15.3 million shares at a cost of $323 million in the aggregate under this program, which was originally approved by our Board in October 2011. On October 15, 2014, the Board approved a new share repurchase authorization under our share repurchase program of up to $500 million conditioned upon the sale of the Chemtura AgroSolutions business. The new share repurchase authorization will expire on December 1, 2015.

STOCK_INCENTIVE_PLANS

STOCK INCENTIVE PLANS	9 Months Ended
STOCK INCENTIVE PLANS	Sep. 30, 2014
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 issuances can be from treasury shares or newly issued shares.

	Stock-based compensation expense was $3 million for the quarters ended September 30, 2014 and 2013, respectively, and $10 million and $11 million for the nine months ended September 30, 2014 and 2013, respectively. Stock-based compensation expense was primarily reported in SG&A.

	Stock Option Plans

	In March 2013, the Compensation Committee of our Board 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.

	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 was $9.92.

	Total remaining unrecognized compensation expense associated with unvested NQOs at September 30, 2014 was $1 million, which will be recognized over the weighted average period of approximately 1 years.

	Restricted Stock Units and Performance Shares

	In May 2013, the Nominating & Governance Committee was merged into the Compensation Committee and was renamed the Compensation & Governance Committee (the “Committee”). In March 2014, the Committee approved the grant of 0.4 million time-based RSUs under the 2014 long-term incentive awards (the “2014 Awards”). These RSUs vest ratably over a three-year period.

	In March 2014, the Committee approved the grant of 0.2 million performance shares under the 2014 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, 2016, the performance share metric used will be our relative total shareholder return against the companies comprising the Dow Jones Chemical Index, and the performance shares will be settled on March 1, 2017. 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 $26.98.

	In March 2013, the 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 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.

	Total remaining unrecognized compensation expense associated with unvested time-based RSUs and performance shares at September 30, 2014 was $15 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. 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, 2014, approximately 0.8 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, 2014
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, 2014 and 2013 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)	2014			2013			2014			2013			2014			2013
	Service cost	$	—		$	—		$	1		$	1		$	—		$	—
	Interest cost	7			7			6			5			1			1
	Expected return on plan assets	(11		)	(10		)	(7		)	(6		)	—			—
	Amortization of prior service cost	—			—			—			—			(1		)	(1		)
	Amortization of actuarial losses	3			3			1			1			1			1
	Net periodic benefit cost (credit)	$	(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 September						Nine months ended September						Nine months ended September
		30,						30,						30,
	(In millions)	2014			2013			2014			2013			2014			2013
	Service cost	$	—		$	—		$	2		$	3		$	—		$	—
	Interest cost	21			24			16			15			3			3
	Expected return on plan assets	(31		)	(35		)	(20		)	(18		)	—			—
	Amortization of prior service cost	—			—			—			—			(4		)	(3		)
	Amortization of actuarial losses	8			11			3			3			2			3
	Net periodic benefit cost (credit)	$	(2	)	$	—		$	1		$	3		$	1		$	3

	We contributed $14 million to our U.S. qualified pension plans, $2 million to our U.S. non-qualified pension plans and $20 million to our international pension plans for the nine months ended September 30, 2014. Contributions to post-retirement health care plans for the nine months ended September 30, 2014 were $8 million.

	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) between 2011 and 2014. The final contribution of £8 million ($12 million) was made in the first 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 was gathered and evaluated in 2013 and resulted in a reduction of the original estimated liability. Accordingly, we recorded $2 million of income to SG&A in the second quarter of 2013. During the third quarter of 2014, we obtained a recovery from third parties that reduced our estimated net liability by a further $4 million which was released to SG&A. 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.

	In September 2014, we offered vested pension plan participants in our U.S. qualified pension plan who are no longer employed at the Company a limited-time opportunity to take their pension benefits as a one-time single lump sum or an immediate annuity. Announcement letters were mailed on September 12, 2014. The window for participants to make the election is from September 22, 2014 until October 31, 2014. Based on the elections received, we will record a settlement charge in the fourth quarter of 2014. The amount of the settlement charge will not be determinable until after the election period ends.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	9 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Sep. 30, 2014
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 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 used fair value accounting methods for these contracts. One contract expired in the second quarter of 2013 and the second contract expired in the second quarter of 2014. We have recorded realized gains of less than $1 million in both the nine months ended September 30, 2014 and 2013.

	During the first half of 2013, we entered into a zero cost collar contract and an additional forward contract 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 used fair value accounting methods for these contracts and recorded a gain of $3 million reflecting the changes in fair market value of those contracts in other income, net in our Consolidated Statement of Operations for the nine months ended September 30, 2013.

FINANCIAL_INSTRUMENTS_AND_FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2014

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, 2014

As of December 31, 2013

Carrying

Fair

Carrying

Fair

(In millions)

Amount

Value

Amount

Value

Total debt

804

898

916

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 data.

· 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 2014 and 2013 included securities purchased in connection with the deferral of compensation and 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, 2014 and December 31, 2013 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 $3 million at September 30, 2014 and December 31, 2013.

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 quarter and nine months ended September 30, 2014, 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, 2014
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 20 facilities; legal obligations to close approximately 90 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 25 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, 2014 and 2013:

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2014			2013			2014			2013
	Asset retirement obligation balance at beginning of period	$	17		$	17		$	16		$	20
	Accretion expense(a)	—			3			2			3
	Payments	(1		)	(2		)	(2		)	(5		)
	Asset retirement obligation balance at end of period	$	16		$	18		$	16		$	18

	(a) Accretion expense for the nine months ended September 30, 2014 includes $1 million for the acceleration of obligations related to sites impacted by our restructuring initiatives, primarily Adrian, MI. 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.

	The net book value of assets related to the asset retirement obligations at September 30, 2014 and 2013 was less than $1 million.

	Depreciation expense for the quarters and nine months ended September 30, 2014 and 2013 was less than $1 million.

	At September 30, 2014, $3 million of asset retirement obligations was included in accrued expenses and $13 million was included in other liabilities in our Consolidated Balance Sheet. At December 31, 2013, $3 million of asset retirement obligations was included in accrued expenses and $13 million was included in other liabilities in our Consolidated Balance Sheet.

EMERGENCE_FROM_CHAPTER_11

EMERGENCE FROM CHAPTER 11	9 Months Ended
EMERGENCE FROM CHAPTER 11	Sep. 30, 2014
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. At the Effective Date, we determined that we did not meet the requirements under ASC Section 852-10-45 to adopt fresh start accounting because the reorganized value of our assets exceeded the carrying value of our liabilities. Fresh start accounting would have required us to record assets and liabilities at fair value at the Effective Date.

	The Plan provided for payment in full including interest in certain circumstances on all allowed claims and the establishment of several reserves for disputed claims as of the Effective Date. On May 4, 2012, the Bankruptcy Court entered an order disallowing and expunging the last disputed claims in the Chapter 11 cases. All disputed claims that were ultimately allowed by the Bankruptcy Court have been satisfied by payment from the disputed claims reserve established under the Plan. Under the Plan, on the Effective Date, holders of common stock issued before the Debtors filed for Chapter 11 (“Holders of Interests”) received a distribution of new common stock in accordance with the Plan together with the potential right to receive supplemental distributions in certain circumstances. Since the Effective Date, four supplemental distributions were made to Holders of Interests, with the fourth and final supplemental distribution, which included all amounts remaining in the disputed claims reserves, having been made in July 2012.

	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. On February 10, 2014, the United States District Court for the Southern District of New York affirmed the Bankruptcy Court’s order enforcing the discharge injunction under the Plan. On March 20, 2014, the Bankruptcy Court entered an order closing the Chapter 11 case of Chemtura Corporation.

	As of March 31, 2014, the Bankruptcy Court had entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases.

LEGAL_PROCEEDINGS_AND_CONTINGE

LEGAL PROCEEDINGS AND CONTINGENCIES	9 Months Ended
LEGAL PROCEEDINGS AND CONTINGENCIES	Sep. 30, 2014
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.

	Discharge of Litigation and Claims Under Chapter 11 Plan

	As a result of the Chapter 11 cases and pursuant to the Plan approved by the Bankruptcy Court, 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.

	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 further described below.

	Litigation and Claims Not Discharged Under Chapter 11 Plan

	Environmental Liabilities

	As part of the Chapter 11 cases, under the Plan, the Debtors retained responsibility for environmental cleanup liabilities relating to currently owned or operated sites (i.e. sites that were part of the Debtors’ estates) and, with certain exceptions, discharged or settled liabilities relating to formerly owned or operated sites (i.e., sites that were no longer part of the Debtors’ estates) and third-party sites (i.e., sites that were never part of the Debtors’ estates).

	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.

	The total amount accrued for environmental liabilities as of September 30, 2014 and December 31, 2013 was $82 million and $93 million, respectively. At September 30, 2014 and December 31, 2013, $20 million and $18 million, respectively, of these environmental liabilities were reflected as accrued expenses and $62 million and $75 million, respectively, were reflected as other liabilities. We estimate that the reasonably possible ongoing environmental liabilities could range up to $94 million at September 30, 2014. Our accruals for environmental liabilities include estimates for determinable clean-up costs. We recorded pre-tax charges of $5 million for the nine months ended September 30, 2014 and made payments of $13 million during the nine months ended September 30, 2014 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, 2014, 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 are finalized.

	Other

	In June 2014, E.I. du Pont de Nemours and Company (“Du Pont”) commenced an action against Chemtura in the Superior Court, Connecticut. The Complaint alleges that Chemtura breached the representations contained in an asset purchase agreement entered into by the parties in December 2007 (the “APA”) for the sale of Chemtura’s fluorine chemical business and chemicals production unit at Chemtura’s plant in El Dorado, Arkansas (the “Fluorine Business”). The Complaint alleges that the Fluorine Business violated certain National Fire Protection Association codes in breach of the representations in the APA. The Complaint further alleges that several refrigeration units that were sold were leaking in violation of various regulations. Du Pont seeks indemnity under the APA. We intend to defend the case vigorously.

	We are routinely subject to civil claims, litigations, arbitrations, and regulatory investigations arising in the ordinary course of our business, as well as in respect of our divested businesses. Some of these claims and litigations relate to product liability claims, including claims related to our current and historical products 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. 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 $15 million and $14 million outstanding at September 30, 2014 and December 31, 2013, respectively, we have guarantees that have been provided to various financial institutions. At September 30, 2014 and December 31, 2013, we had $13 million and $12 million of outstanding guarantees, respectively. 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 provisions of ASC Topic 460, Guarantees (“ASC 460”), to our agreements that contain guarantee or indemnification clauses. We are a party to an agreement pursuant to which we may be obligated to indemnify a third party with respect to certain loan obligations of a joint venture company in which we 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, 2014 and December 31, 2013, the maximum potential future principal and interest payments due under these guarantees were $2 million. In accordance with ASC 460, we have accrued less than $1 million in reserves, which represents the fair value of these guarantees at September 30, 2014 and December 31, 2013. The reserve has been included in other liabilities on our Consolidated Balance Sheet at September 30, 2014 and December 31, 2013 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. These customers are primarily related to the Chemtura AgroSolutions business. In anticipation of the sale of Chemtura AgroSolutions to Platform, the utilization of these financing facilities has been reduced, and one of the financing agreements has terminated, with a resultant increase in accounts receivable balances in Brazil. 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, 2014
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; and (3) facility closures, severance and related costs. 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 as well as synthetic lubricant base-stocks and greases; castable urethane prepolymers engineered to provide superior abrasion resistance and durability in many industrial and recreational applications; and polyurethane dispersions and urethane prepolymers used in various types of coatings such as clear floor finishes, high-gloss paints and textiles treatments. These products are sold directly to manufacturers and through distribution channels.

	Industrial Engineered Products

	Industrial Engineered Products are chemical additives designed to improve the performance of polymers in their end-use applications. Industrial Engineered Products include brominated performance products, flame retardants, fumigants and organometallics. The products are sold across the entire value chain ranging from direct sales to monomer producers, polymer manufacturers, compounders and fabricators, manufactures of electronic components, 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 mainly to distributors and retailers in the agricultural sector.

	On April 16, 2014, we entered into a definitive agreement to sell our Chemtura AgroSolutions business to Platform. The transaction is subject to customary purchase price adjustments and closing conditions and is expected to close on November 3, 2014.

	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 earnings from discontinued operations, net of tax. These costs approximate $5 million and $16 million for the quarter and nine months ended September 30, 2013, respectively. Additionally, our Corporate segment included $3 million and $8 million for the quarter and nine months ended September 30, 2013, respectively, of amortization expense related directly to our Consumer Products business which has been included in earnings from 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.

	Discontinued Operations

	Antioxidant Business

	In April 2013, we sold our Antioxidant business. Earnings and direct costs associated with the Antioxidant business have been presented as earnings from discontinued operations, net of tax for comparative periods. The Antioxidant business was formerly included in the Industrial Performance Product segment.

	Consumer Products

	In December 2013, we sold our investment in legal entities dedicated to the Consumer Products business. Earnings and direct costs associated with the Consumer Products business have been presented as earnings from discontinued operations, net of tax in our Consolidated Statements of Operations for comparative periods.

	As a result, the Antioxidant and Consumer Products businesses have 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, 2014 and 2013 are as follows:

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2014			2013			2014			2013
	Net Sales
	Petroleum additives	$	169		$	168		$	523		$	519
	Urethanes	78			74			230			218
	Industrial Performance Products	247			242			753			737
	Bromine based & related products	157			166			491			485
	Organometallics	41			42			125			123
	Industrial Engineered Products	198			208			616			608
	Chemtura AgroSolutions	113			119			354			342
	Total net sales	$	558		$	569		$	1,723		$	1,687

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2014			2013			2014			2013
	Operating Income
	Industrial Performance Products	$	28		$	24		$	81		$	84
	Industrial Engineered Products	5			1			17			34
	Chemtura AgroSolutions	20			24			78			69
		53			49			176			187
	General corporate expense, including amortization	(18		)	(19		)	(61		)	(85		)
	Facility closures, severance and related costs	—			(3		)	(6		)	(28		)
	Total operating income	$	35		$	27		$	109		$	74

GUARANTOR_CONDENSED_CONSOLIDAT

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	9 Months Ended
	Sep. 30, 2014
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 income (loss), 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, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	558		$	(473	)	$	333		$	106		$	592
	Cost of goods sold		424			(473		)	260			91			546
	Selling, general and administrative		65			—			36			4			25
	Depreciation and amortization		24			—			6			8			10
	Research and development		10			—			3			2			5
	Operating income		35			—			28			1			6
	Interest expense		(12		)	—			(12		)	—			—
	Other income (expense), net		4			—			(10		)	2			12
	Equity in net earnings of subsidiaries		—			(9		)	9			—			—
	Earnings from continuing operations before income taxes		27			(9		)	15			3			18
	Income tax expense		(12		)	—			(2		)	—			(10		)
	Earnings from continuing operations		15			(9		)	13			3			8
	Gain (loss) on sale of discontinued operations, net of tax		—			—			2			(2		)	—
	Net earnings		$	15		$	(9	)	$	15		$	1		$	8

	Condensed Consolidating Statement of Operations
	Nine months ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	1,723		$	(1,496	)	$	1,043		$	330		$	1,846
	Cost of goods sold		1,311			(1,496		)	850			282			1,675
	Selling, general and administrative		192			—			106			12			74
	Depreciation and amortization		77			—			19			23			35
	Research and development		28			—			10			5			13
	Facility closures, severance and related costs		6			—			2			1			3
	Operating income		109			—			56			7			46
	Interest expense		(35		)	—			(39		)	—			4
	Other income (expense), net		5			—			(20		)	2			23
	Reorganization items, net		(1		)	—			(1		)	—			—
	Equity in net earnings of subsidiaries		—			(65		)	65			—			—
	Earnings from continuing operations before income taxes		78			(65		)	61			9			73
	Income tax expense		(10		)	—			(3		)	—			(7		)
	Earnings from continuing operations		68			(65		)	58			9			66
	Earnings from discontinued operations, net of tax		1			—			1			—			—
	(Loss) earnings on sale of discontinued operations, net of tax		(9		)	—			1			(8		)	(2		)
	Net earnings		$	60		$	(65	)	$	60		$	1		$	64

	Condensed Consolidating Statement of Comprehensive Income (Loss)
	Quarter ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net earnings		$	15		$	(9	)	$	15		$	1		$	8
	Other comprehensive (loss) income, net of tax
	Foreign currency translation adjustments		(45		)	—			31			—			(76		)
	Unrecognized pension and other post-retirement benefit costs		4			—			3			—			1
	Comprehensive (loss) income		$	(26	)	$	(9	)	$	49		$	1		$	(67	)

Condensed Consolidating Statement of Comprehensive Income (Loss)
Nine months ended September 30, 2014
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Net earnings		$	60		$	(65	)	$	60		$	1		$	64
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(39		)	—			34			—			(73		)
Unrecognized pension and other post-retirement benefit costs		8			—			10			—			(2		)
Comprehensive income (loss)		$	29		$	(65	)	$	104		$	1		$	(11	)

Condensed Consolidating Balance Sheet
As of September 30, 2014
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
ASSETS
Current assets		$	1,209		$	—		$	322		$	112		$	775
Intercompany receivables		—			(7,448		)	3,016			2,640			1,792
Investment in subsidiaries		—			(5,964		)	1,243			1,135			3,586
Property, plant and equipment		707			—			115			220			372
Goodwill		175			—			93			3			79
Other assets		288			—			137			37			114
Total assets		$	2,379		$	(13,412	)	$	4,926		$	4,147		$	6,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities		$	423		$	—		$	144		$	52		$	227
Intercompany payables		—			(7,448		)	3,077			2,921			1,450
Long-term debt		793			—			767			—			26
Other long-term liabilities		346			—			121			51			174
Total liabilities		1,562			(7,448		)	4,109			3,024			1,877
Stockholders’ equity		817			(5,964		)	817			1,123			4,841
Total liabilities and stockholders’ equity		$	2,379		$	(13,412	)	$	4,926		$	4,147		$	6,718

Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2014
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
Increase (decrease) to cash
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings		$	60		$	(65	)	$	60		$	1		$	64
Adjustments to reconcile net earnings to net cash (used in) provided by operations:
Loss (gain) on sale of discontinued operations		9			—			(1		)	8			2
Depreciation and amortization		77			—			19			23			35
Stock-based compensation expense		10			—			10			—			—
Changes in assets and liabilities, net		(179		)	65			(54		)	(23		)	(167		)
Net cash (used in) provided by operations		(23		)	—			34			9			(66		)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from divestments, net of transaction costs		23			—			(5		)	15			13
Capital expenditures		(78		)	—			(11		)	(24		)	(43		)
Net cash used in investing activities		(55		)	—			(16		)	(9		)	(30		)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on Term Loan		(110		)	—			(110		)	—			—
Proceeds from other long-term borrowings		17			—			—			—			17
Payments on other long-term borrowings		(3		)	—			(1		)	—			(2		)
Payments on other short-term borrowings, net		(1		)	—			—			—			(1		)
Common shares acquired		(227		)	—			(227		)	—			—
Proceeds from the exercise of stock options		8			—			8			—			—
Net cash (used in) provided by financing activities		(316		)	—			(330		)	—			14
CASH AND CASH EQUIVALENTS
Effect of exchange rates on cash and cash equivalents		(10		)	—			—			—			(10		)
Change in cash and cash equivalents		(404		)	—			(312		)	—			(92		)
Cash and cash equivalents at beginning of period		549			—			317			—			232
Cash and cash equivalents at end of period		$	145		$	—		$	5		$	—		$	140

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		$	(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		$	(156	)	$	(46	)	$	(156	)	$	25		$	21

Condensed Consolidating Statement of Comprehensive Income (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 (loss) income, net of tax
Foreign currency translation adjustments		25			—			(20		)	3			42
Unrecognized pension and other post-retirement benefit costs		5			—			4			—			1
Comprehensive (loss) income		$	(10	)	$	(45	)	$	(56	)	$	10		$	81

Condensed Consolidating Statement of Comprehensive Income (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		$	(30	)	$	(46	)	$	(25	)	$	27		$	14

Condensed Consolidating Balance Sheet
As of December 31, 2013
(In millions)

		Consolidated			Eliminations			Parent			Guarantor			Non-
								Company			Subsidiaries			Guarantor
														Subsidiaries
ASSETS
Current assets		$	1,525		$	—		$	571		$	121		$	833
Intercompany receivables		—			(7,671		)	2,681			2,349			2,641
Investment in subsidiaries		—			(7,277		)	1,530			1,135			4,612
Property, plant and equipment		717			—			121			215			381
Goodwill		179			—			93			3			83
Other assets		283			—			137			44			102
Total assets		$	2,704		$	(14,948	)	$	5,133		$	3,867		$	8,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities		$	484		$	—		$	244		$	39		$	201
Intercompany payables		—			(7,671		)	2,944			2,583			2,144
Long-term debt		781			—			764			—			17
Other long-term liabilities		440			—			182			54			204
Total liabilities		1,705			(7,671		)	4,134			2,676			2,566
Stockholders’ equity		999			(7,277		)	999			1,191			6,086
Total liabilities and stockholders’ equity		$	2,704		$	(14,948	)	$	5,133		$	3,867		$	8,652

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 provided by operations:
Loss on sale of discontinued operations		149			—			112			—			37
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 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 (used in) provided by 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 exercise of stock options		6			—			6			—			—
Net cash (used in) provided by 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

NATURE_OF_OPERATIONS_AND_SUMMA1

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2014
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. 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 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 March 31, 2014, the Bankruptcy Court had entered orders granting final decrees closing all of the Debtors’ Chapter 11 cases.

	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, 2013 (the “2013 Annual Report on Form 10-K”). The consolidated results of operations for the quarter and nine months ended September 30, 2014 are not necessarily indicative of the results expected for the full year.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements

	In March 2013, the FASB issued ASU No. 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). The adoption of this amendment did not 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 and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on our financial statements.

	In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance improves GAAP by more faithfully representing when a company or other organization discontinues its operations. ASU 2014-08 changed the criteria for reporting a discontinued operation. Under the new guidance, a disposal of part of an organization that has a major effect on its operations and financial results is a discontinued operation. ASU 2014-08 is effective on a prospective basis for interim and annual periods beginning on or after December 15, 2014 although early adoption is permitted. We chose not to early adopt this standard in the quarter ended June 30, 2014 when evaluating the sale of our Chemtura AgroSolutions as a discontinued operation. See Note 2 - Acquisitions and Divestitures for our analysis of that transaction.

	In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the ASU will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

ACQUISITIONS_AND_DIVESTITURES_

ACQUISITIONS AND DIVESTITURES (Tables)	9 Months Ended
ACQUISITIONS AND DIVESTITURES (Tables)	Sep. 30, 2014
Divestitures	'
Schedule of Earnings from discontinued operations	'

		Quarters ended September 30,																	Nine months ended September 30,
		2014								2013									2014									2013
	(In millions)	Consumer			AOUV			Total		Consumer			AOUV			Total			Consumer			AOUV			Total			Consumer			AOUV			Total
	Net sales									$	101		$	—		$	101											$	324		$	123		$	447
	Earnings from discontinued operations:
	Pre-tax earnings	$	—		$	—		$	—	$	8		$	—		$	8		$	1		$	—		$	1		$	27		$	4		$	31
	Income tax expense	—			—			—		(1		)	—			(1		)	—			—			—			(3		)	—			(3		)
	Earnings, net of taxes	$	—		$	—		$	—	$	7		$	—		$	7		$	1		$	—		$	1		$	24		$	4		$	28
	Loss on sale of discontinued operations:
	Pre-tax loss	$	(1	)	$	1		$	—	$	—		$	(3	)	$	(3	)	$	(8	)	$	(1	)	$	(9	)	$	—		$	(162	)	$	(162	)
	Income tax benefit	—			—			—		—			—			—			—			—			—			—			13			13
	Net loss	$	(1	)	$	1		$	—	$	—		$	(3	)	$	(3	)	$	(8	)	$	(1	)	$	(9	)	$	—		$	(149	)	$	(149	)
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 September 30,						Nine months ended September 30,
		2014			2013			2014		2013
	Antioxidants	$	—		$	—		$	—	$	6
	Consumer Products	—			5			—		10
	Amortization expense (a)	—			(3		)	—		(8		)
	Net increase in Corporate Segment	$	—		$	2		$	—	$	8

	(a) Our Corporate segment included amortization expense which related directly to the Consumer Products business which is now included in earnings from discontinued operations, net of tax.
Chemtura AgroSolutions	'
Divestitures	'
Summary of the assets and liabilities held for sale	'

	(In millions)	September 30, 2014			December 31, 2013
	Accounts receivable, net	$	183		$	128
	Inventories	92			71
	Other current assets	9			7
	Property, plant and equipment	8			8
	Intangible assets, net	31			28
	Other assets	3			3
	Assets	326			245

	Accounts payable	29			24
	Accrued expenses	37			13
	Income taxes payable	2			1
	Liabilities	68			38
	Net Assets	$	258		$	207

RESTRUCTURING_AND_ASSET_IMPAIR1

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 2014
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, 2013	$	14		$	2		$	16
	2014 charge	4			2			6
	Cash payments	(12		)	(4		)	(16		)
	Balance at September 30, 2014	$	6		$	—		$	6

INVENTORIES_Tables

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2014
INVENTORIES	'
Components of inventories	'

		September 30,		December 31,
	(In millions)	2014		2013
	Finished goods	$	194	$	223
	Work in process	45		35
	Raw materials and supplies	104		88
		$	343	$	346

PROPERTY_PLANT_AND_EQUIPMENT_T

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2014
PROPERTY, PLANT AND EQUIPMENT	'
Schedule of property, plant and equipment	'

		September 30,		December 31,
	(In millions)	2014		2013
	Land and improvements	$	72	$	74
	Buildings and improvements	213		212
	Machinery and equipment	1,257		1,225
	Information systems equipment	175		171
	Furniture, fixtures and other	23		24
	Construction in progress	74		94
		1,814		1,800
	Less: accumulated depreciation	1,107		1,083
		$	707	$	717

GOODWILL_AND_INTANGIBLE_ASSETS1

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2014
GOODWILL AND INTANGIBLE ASSETS	'
Schedule of intangible assets (excluding goodwill)	'

		September 30, 2014							December 31, 2013
	(In millions)	Gross		Accumulated			Net		Gross		Accumulated			Net
		Cost		Amortization			Intangibles		Cost		Amortization			Intangibles
	Patents	$	27	$	(15	)	$	12	$	33	$	(21	)	$	12
	Trademarks	45		(13		)	32		45		(12		)	33
	Customer relationships	42		(19		)	23		42		(18		)	24
	Production rights	45		(40		)	5		45		(36		)	9
	Other	72		(40		)	32		74		(38		)	36
	Total	$	231	$	(127	)	$	104	$	239	$	(125	)	$	114

DEBT_Tables

DEBT (Tables)	9 Months Ended
	Sep. 30, 2014
DEBT	'
Schedule of debt	'

		September 30,			December 31,
	(In millions)	2014			2013
	5.75% Senior Notes due 2021	$	450		$	450
	7.875% Senior Notes due 2018	100			100
	Term Loan due 2016	207			316
	Other borrowings	47			32
	Total Debt	804			898
	Less: Other short-term borrowings	(11		)	(7		)
	Less: Current portion of Term Loan	—			(110		)
	Total Long-term debt	$	793		$	781

ACCUMULATED_OTHER_COMPREHENSIV1

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	9 Months Ended
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	Sep. 30, 2014
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, 2013	$	(13	)	$	(267	)	$	(280	)
	Other comprehensive income (loss) before reclassifications	(39		)	—			(39		)
	Amounts reclassified from AOCL	—			8			8
	Net current period other comprehensive income	(39		)	8			(31		)
	As of September 30, 2014	$	(52	)	$	(259	)	$	(311	)
Summary of reclassifications from AOCL to the Consolidated Statement of Operations	'

		Amount Reclassified from AOCL												Affected line item in the
		Quarters ended September 30,						Nine months ended September 30,						consolidated statement of
	(in millions)	2014			2013			2014			2013			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		$	1		4			3			See Note (a)
	Amortization of actuarial losses (a)	(5		)	(5		)	(13		)	(17		)	See Note (a)
	Sale of discontinued operations (b)	—			(2		)	—			(122		)	Loss on sale of discontinued operations, net of tax
	Total before tax	(4		)	(6		)	(9		)	(136		)
	Tax on continuing operations	—			—			1			1			Income Tax Expense
	Tax on discontinued operations	—			—			—			14			Loss on sale of discontinued operations, net of tax
	Total tax	—			—			1			15
	Net of tax	(4		)	(6		)	(8		)	(121		)
	Total reclassifications	$	(4	)	$	(6	)	$	(8	)	$	(112	)

	(a) These items are included in the computation of net periodic benefit pension cost (see Note 12 - Pension and other Post-Retirement Benefit Plans for additional information).

	(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, 2014
EARNINGS PER COMMON SHARE	'
Schedule of reconciliation of the shares used in computation of earnings per share	'

		Quarters ended September 30,		Nine months ended September 30,
	(In millions)	2014	2013	2014	2013
	Weighted average shares outstanding - Basic	89.4	97.5	92.9	98.1
	Dilutive effect of common share equivalents	1.3	—	1.4	—
	Weighted average shares outstanding - Diluted	90.7	97.5	94.3	98.1

PENSION_AND_OTHER_POSTRETIREME1

PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2014
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)	2014			2013			2014			2013			2014			2013
	Service cost	$	—		$	—		$	1		$	1		$	—		$	—
	Interest cost	7			7			6			5			1			1
	Expected return on plan assets	(11		)	(10		)	(7		)	(6		)	—			—
	Amortization of prior service cost	—			—			—			—			(1		)	(1		)
	Amortization of actuarial losses	3			3			1			1			1			1
	Net periodic benefit cost (credit)	$	(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 September						Nine months ended September						Nine months ended September
		30,						30,						30,
	(In millions)	2014			2013			2014			2013			2014			2013
	Service cost	$	—		$	—		$	2		$	3		$	—		$	—
	Interest cost	21			24			16			15			3			3
	Expected return on plan assets	(31		)	(35		)	(20		)	(18		)	—			—
	Amortization of prior service cost	—			—			—			—			(4		)	(3		)
	Amortization of actuarial losses	8			11			3			3			2			3
	Net periodic benefit cost (credit)	$	(2	)	$	—		$	1		$	3		$	1		$	3

FINANCIAL_INSTRUMENTS_AND_FAIR1

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2014

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

As of September 30, 2014

As of December 31, 2013

Carrying

Fair

Carrying

Fair

(In millions)

Amount

Value

Amount

Value

Total debt

804

898

916

ASSET_RETIREMENT_OBLIGATIONS_T

ASSET RETIREMENT OBLIGATIONS (Tables)	9 Months Ended
	Sep. 30, 2014
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)	2014			2013			2014			2013
	Asset retirement obligation balance at beginning of period	$	17		$	17		$	16		$	20
	Accretion expense(a)	—			3			2			3
	Payments	(1		)	(2		)	(2		)	(5		)
	Asset retirement obligation balance at end of period	$	16		$	18		$	16		$	18

	(a) Accretion expense for the nine months ended September 30, 2014 includes $1 million for the acceleration of obligations related to sites impacted by our restructuring initiatives, primarily Adrian, MI. 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.

BUSINESS_SEGMENT_DATA_Tables

BUSINESS SEGMENT DATA (Tables)	9 Months Ended
	Sep. 30, 2014
BUSINESS SEGMENT DATA	'
Summary of revenue and operating profit for reportable segments	'

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2014			2013			2014			2013
	Net Sales
	Petroleum additives	$	169		$	168		$	523		$	519
	Urethanes	78			74			230			218
	Industrial Performance Products	247			242			753			737
	Bromine based & related products	157			166			491			485
	Organometallics	41			42			125			123
	Industrial Engineered Products	198			208			616			608
	Chemtura AgroSolutions	113			119			354			342
	Total net sales	$	558		$	569		$	1,723		$	1,687

		Quarters ended September 30,						Nine months ended September 30,
	(In millions)	2014			2013			2014			2013
	Operating Income
	Industrial Performance Products	$	28		$	24		$	81		$	84
	Industrial Engineered Products	5			1			17			34
	Chemtura AgroSolutions	20			24			78			69
		53			49			176			187
	General corporate expense, including amortization	(18		)	(19		)	(61		)	(85		)
	Facility closures, severance and related costs	—			(3		)	(6		)	(28		)
	Total operating income	$	35		$	27		$	109		$	74

GUARANTOR_CONDENSED_CONSOLIDAT1

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Tables)	9 Months Ended
	Sep. 30, 2014
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA	'
Schedule of condensed consolidating statement of operations	'
	Condensed Consolidating Statement of Operations
	Quarter ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	558		$	(473	)	$	333		$	106		$	592
	Cost of goods sold		424			(473		)	260			91			546
	Selling, general and administrative		65			—			36			4			25
	Depreciation and amortization		24			—			6			8			10
	Research and development		10			—			3			2			5
	Operating income		35			—			28			1			6
	Interest expense		(12		)	—			(12		)	—			—
	Other income (expense), net		4			—			(10		)	2			12
	Equity in net earnings of subsidiaries		—			(9		)	9			—			—
	Earnings from continuing operations before income taxes		27			(9		)	15			3			18
	Income tax expense		(12		)	—			(2		)	—			(10		)
	Earnings from continuing operations		15			(9		)	13			3			8
	Gain (loss) on sale of discontinued operations, net of tax		—			—			2			(2		)	—
	Net earnings		$	15		$	(9	)	$	15		$	1		$	8

	Condensed Consolidating Statement of Operations
	Nine months ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net sales		$	1,723		$	(1,496	)	$	1,043		$	330		$	1,846
	Cost of goods sold		1,311			(1,496		)	850			282			1,675
	Selling, general and administrative		192			—			106			12			74
	Depreciation and amortization		77			—			19			23			35
	Research and development		28			—			10			5			13
	Facility closures, severance and related costs		6			—			2			1			3
	Operating income		109			—			56			7			46
	Interest expense		(35		)	—			(39		)	—			4
	Other income (expense), net		5			—			(20		)	2			23
	Reorganization items, net		(1		)	—			(1		)	—			—
	Equity in net earnings of subsidiaries		—			(65		)	65			—			—
	Earnings from continuing operations before income taxes		78			(65		)	61			9			73
	Income tax expense		(10		)	—			(3		)	—			(7		)
	Earnings from continuing operations		68			(65		)	58			9			66
	Earnings from discontinued operations, net of tax		1			—			1			—			—
	(Loss) earnings on sale of discontinued operations, net of tax		(9		)	—			1			(8		)	(2		)
	Net earnings		$	60		$	(65	)	$	60		$	1		$	64

	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		$	(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		$	(156	)	$	(46	)	$	(156	)	$	25		$	21
Schedule of condensed consolidating statement of comprehensive income	'
	Condensed Consolidating Statement of Comprehensive Income (Loss)
	Quarter ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net earnings		$	15		$	(9	)	$	15		$	1		$	8
	Other comprehensive (loss) income, net of tax
	Foreign currency translation adjustments		(45		)	—			31			—			(76		)
	Unrecognized pension and other post-retirement benefit costs		4			—			3			—			1
	Comprehensive (loss) income		$	(26	)	$	(9	)	$	49		$	1		$	(67	)

	Condensed Consolidating Statement of Comprehensive Income (Loss)
	Nine months ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Net earnings		$	60		$	(65	)	$	60		$	1		$	64
	Other comprehensive income (loss), net of tax
	Foreign currency translation adjustments		(39		)	—			34			—			(73		)
	Unrecognized pension and other post-retirement benefit costs		8			—			10			—			(2		)
	Comprehensive income (loss)		$	29		$	(65	)	$	104		$	1		$	(11	)

	Condensed Consolidating Statement of Comprehensive Income (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 (loss) income, net of tax
	Foreign currency translation adjustments		25			—			(20		)	3			42
	Unrecognized pension and other post-retirement benefit costs		5			—			4			—			1
	Comprehensive (loss) income		$	(10	)	$	(45	)	$	(56	)	$	10		$	81

	Condensed Consolidating Statement of Comprehensive Income (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		$	(30	)	$	(46	)	$	(25	)	$	27		$	14
Schedule of condensed consolidating balance sheet	'
	Condensed Consolidating Balance Sheet
	As of September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	ASSETS
	Current assets		$	1,209		$	—		$	322		$	112		$	775
	Intercompany receivables		—			(7,448		)	3,016			2,640			1,792
	Investment in subsidiaries		—			(5,964		)	1,243			1,135			3,586
	Property, plant and equipment		707			—			115			220			372
	Goodwill		175			—			93			3			79
	Other assets		288			—			137			37			114
	Total assets		$	2,379		$	(13,412	)	$	4,926		$	4,147		$	6,718
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities		$	423		$	—		$	144		$	52		$	227
	Intercompany payables		—			(7,448		)	3,077			2,921			1,450
	Long-term debt		793			—			767			—			26
	Other long-term liabilities		346			—			121			51			174
	Total liabilities		1,562			(7,448		)	4,109			3,024			1,877
	Stockholders’ equity		817			(5,964		)	817			1,123			4,841
	Total liabilities and stockholders’ equity		$	2,379		$	(13,412	)	$	4,926		$	4,147		$	6,718

	Condensed Consolidating Balance Sheet
	As of December 31, 2013
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	ASSETS
	Current assets		$	1,525		$	—		$	571		$	121		$	833
	Intercompany receivables		—			(7,671		)	2,681			2,349			2,641
	Investment in subsidiaries		—			(7,277		)	1,530			1,135			4,612
	Property, plant and equipment		717			—			121			215			381
	Goodwill		179			—			93			3			83
	Other assets		283			—			137			44			102
	Total assets		$	2,704		$	(14,948	)	$	5,133		$	3,867		$	8,652
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities		$	484		$	—		$	244		$	39		$	201
	Intercompany payables		—			(7,671		)	2,944			2,583			2,144
	Long-term debt		781			—			764			—			17
	Other long-term liabilities		440			—			182			54			204
	Total liabilities		1,705			(7,671		)	4,134			2,676			2,566
	Stockholders’ equity		999			(7,277		)	999			1,191			6,086
	Total liabilities and stockholders’ equity		$	2,704		$	(14,948	)	$	5,133		$	3,867		$	8,652
Schedule of condensed consolidating statement of cash flows	'
	Condensed Consolidating Statement of Cash Flows
	Nine months ended September 30, 2014
	(In millions)

			Consolidated			Eliminations			Parent			Guarantor			Non-
									Company			Subsidiaries			Guarantor
															Subsidiaries
	Increase (decrease) to cash
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net earnings		$	60		$	(65	)	$	60		$	1		$	64
	Adjustments to reconcile net earnings to net cash (used in) provided by operations:
	Loss (gain) on sale of discontinued operations		9			—			(1		)	8			2
	Depreciation and amortization		77			—			19			23			35
	Stock-based compensation expense		10			—			10			—			—
	Changes in assets and liabilities, net		(179		)	65			(54		)	(23		)	(167		)
	Net cash (used in) provided by operations		(23		)	—			34			9			(66		)
	CASH FLOWS FROM INVESTING ACTIVITIES
	Proceeds from divestments, net of transaction costs		23			—			(5		)	15			13
	Capital expenditures		(78		)	—			(11		)	(24		)	(43		)
	Net cash used in investing activities		(55		)	—			(16		)	(9		)	(30		)
	CASH FLOWS FROM FINANCING ACTIVITIES
	Payments on Term Loan		(110		)	—			(110		)	—			—
	Proceeds from other long-term borrowings		17			—			—			—			17
	Payments on other long-term borrowings		(3		)	—			(1		)	—			(2		)
	Payments on other short-term borrowings, net		(1		)	—			—			—			(1		)
	Common shares acquired		(227		)	—			(227		)	—			—
	Proceeds from the exercise of stock options		8			—			8			—			—
	Net cash (used in) provided by financing activities		(316		)	—			(330		)	—			14
	CASH AND CASH EQUIVALENTS
	Effect of exchange rates on cash and cash equivalents		(10		)	—			—			—			(10		)
	Change in cash and cash equivalents		(404		)	—			(312		)	—			(92		)
	Cash and cash equivalents at beginning of period		549			—			317			—			232
	Cash and cash equivalents at end of period		$	145		$	—		$	5		$	—		$	140

	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 provided by operations:
	Loss on sale of discontinued operations		149			—			112			—			37
	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 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 (used in) provided by 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 exercise of stock options		6			—			6			—			—
Net cash (used in) provided by 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

NATURE_OF_OPERATIONS_AND_SUMMA2

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Maximum)	Sep. 30, 2014
Maximum	'
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
Ownership interest in other affiliates to be accounted for at cost (as a percent)	20.00%

NATURE_OF_OPERATIONS_AND_SUMMA3

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Cash Flows	'	'	'
Allowances for doubtful accounts	$2	'	$2
Interest paid	42	52	'
Income taxes (net of refunds)	$28	$15	'

ACQUISITIONS_AND_DIVESTITURES_1

ACQUISITIONS AND DIVESTITURES (Details) (USD $)

3 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

Share data in Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Jul. 31, 2014

Mar. 31, 2014

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Apr. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Mar. 31, 2014

Sep. 30, 2014

Apr. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Apr. 30, 2014

Sep. 30, 2012

31-May-13

Consumer Products Business Divestiture

Antioxidant Business Divestiture

Chemtura AgroSolutions

SK and Addivant

KIK Custom Products Inc. (KIK)

Platform

Business Transfer Agreement ("BTA")

Daystar

Minimum

Maximum

Antioxidant Business Divestiture

Consumer Products Business Divestiture

Chemtura AgroSolutions

UP Chemical

Minimum

Maximum

Acquisitions/Divestitures

Cash consideration

$142,000,000

Remaining interest purchased (as a percent)

50.00%

Purchase price for remaining interest

3,000,000

Amount of loan reimbursed

3,000,000

Consideration on sale of business

1,000,000,000

Cash consideration on sale of business

97,000,000

300,000,000

950,000,000

Shares of common stock received as consideration

Term of supply contract

'2 years

'4 years

Assets and liabilities held for sale

Accounts receivable, net

183,000,000

128,000,000

Inventories

92,000,000

71,000,000

Other current assets

9,000,000

7,000,000

Property, plant and equipment

8,000,000

Intangible assets, net

31,000,000

28,000,000

Other assets

3,000,000

Assets

326,000,000

245,000,000

326,000,000

245,000,000

Accounts payable

29,000,000

24,000,000

Accrued expenses

37,000,000

13,000,000

Income taxes payable

2,000,000

1,000,000

Liabilities

68,000,000

38,000,000

68,000,000

38,000,000

Net Assets

258,000,000

207,000,000

Preferred stock received as consideration

9,000,000

Assumption of pension, environmental and other liabilities

91,000,000

8,000,000

Period for determining working capital based on average against which it would be measured

'12 months

Advance payment for final adjustments

9,000,000

Remaining payment received

5,000,000

Cash consideration paid as part of adjustment

4,000,000

2,000,000

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

9,000,000

Series A Preferred Stock dividend rate (as a percent)

7.00%

11.00%

Pre-tax loss

3,000,000

9,000,000

162,000,000

1,000,000

8,000,000

-1,000,000

3,000,000

1,000,000

162,000,000

2,000,000

8,000,000

After-tax loss on sale of business

3,000,000

9,000,000

149,000,000

1,000,000

8,000,000

-1,000,000

3,000,000

1,000,000

149,000,000

2,000,000

8,000,000

Option exercisable period from the closing date under the terms of supply contract

'6 months

Impairment charge related to property, plant and equipment held for sale

$7,000,000

ACQUISITIONS_AND_DIVESTITURES_2

ACQUISITIONS AND DIVESTITURES (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings from discontinued operations	'	'	'	'
Net sales	'	$101	'	$447
Pre-tax earnings from discontinued operations	'	8	1	31
Income tax expense	'	-1	'	-3
Earnings from discontinued operations, net of taxes	'	7	1	28
Loss on sale of discontinued operations:	'	'	'	'
Pre-tax loss	'	-3	-9	-162
Income tax benefit	'	'	'	13
Net loss	'	-3	-9	-149
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Net increase	18	19	61	85
Corporate \| Continuing operations	'	'	'	'
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Net increase	0	'	'	'
Consumer Products Business Divestiture	'	'	'	'
Earnings from discontinued operations	'	'	'	'
Net sales	'	101	'	324
Pre-tax earnings from discontinued operations	'	8	1	27
Income tax expense	'	-1	'	-3
Earnings from discontinued operations, net of taxes	'	7	1	24
Loss on sale of discontinued operations:	'	'	'	'
Pre-tax loss	-1	'	-8	'
Net loss	-1	'	-8	'
Consumer Products Business Divestiture \| Corporate	'	'	'	'
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Functional and other expenses	0	5	0	10
Amortization expense	0	-3	0	-8
Antioxidant Business Divestiture	'	'	'	'
Earnings from discontinued operations	'	'	'	'
Net sales	'	'	'	123
Pre-tax earnings from discontinued operations	'	'	'	4
Earnings from discontinued operations, net of taxes	'	'	'	4
Loss on sale of discontinued operations:	'	'	'	'
Pre-tax loss	1	-3	-1	-162
Income tax benefit	'	'	'	13
Net loss	1	-3	-1	-149
Antioxidant Business Divestiture \| Corporate	'	'	'	'
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Functional and other expenses	0	'	0	6
Antioxidant Business Divestiture \| Corporate \| Continuing operations	'	'	'	'
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Net increase	'	2	0	8
Antioxidant and Consumer Product businesses \| Corporate	'	'	'	'
Functional and other expenses allocated to businesses that will not transfer directly under the sale agreements	'	'	'	'
Net increase	'	($5)	'	($16)

RESTRUCTURING_AND_ASSET_IMPAIR2

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

3 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

In Millions, unless otherwise specified

Jun. 30, 2014

Mar. 31, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Jun. 30, 2014

Sep. 30, 2014

Jun. 30, 2014

Dec. 31, 2013

Jun. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Jun. 30, 2014

Sep. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Minimum

Maximum

Adrian, MI facility

Industrial Performance Products

Severance and Related Costs

Other Facility Closure Costs

Italy

Droitwich, UK facility

Adrian, MI facility

Restructuring information

Expected total cost of restructuring actions

Pre-tax charges for restructuring

Accelerated depreciation of certain fixed assets

Accelerated asset retirement obligations

Pre-tax charges for restructuring to be incurred throughout 2014

RESTRUCTURING_AND_ASSET_IMPAIR3

RESTRUCTURING AND ASSET IMPAIRMENT ACTIVITIES (Details 2) (USD $)	3 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended			9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014
				Consumer Products Business Divestiture	Corporate Restructuring Programs	Corporate Restructuring Programs	Corporate Restructuring Programs	Severance and Related Costs	Other Facility Closure Costs
				KIK Custom Products Inc. (KIK)		Accrued expenses	Accounts payable	Corporate Restructuring Programs	Corporate Restructuring Programs
Changes in liabilities established for restructuring programs	'	'	'	'	'	'	'	'	'
Balance at beginning of period	'	'	'	'	$16	$15	$1	$14	$2
2014 charge	-3	-6	-28	'	6	'	'	4	2
Cash payments	'	'	'	'	-16	'	'	-12	-4
Balance at end of period	'	'	'	'	6	15	1	6	'
Asset Impairment Review	'	'	'	'	'	'	'	'	'
Option exercisable period from the closing date under the terms of supply contract	'	'	'	'6 months	'	'	'	'	'
Impairment charge related to property, plant and equipment held for sale	'	'	'	$7	'	'	'	'	'

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
INVENTORIES	'	'
Finished goods	$194	$223
Work in process	45	35
Raw materials and supplies	104	88
Inventory, net	343	346
Inventory obsolescence reserves	$24	$19

PROPERTY_PLANT_AND_EQUIPMENT_D

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	3 Months Ended				9 Months Ended		12 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	$1,814	'	'	'	$1,814	'	$1,800
Less: accumulated depreciation	1,107	'	'	'	1,107	'	1,083
Property, plant and equipment, net	707	'	'	'	707	'	717
Depreciation expense	21	'	'	19	65	61	'
Accelerated depreciation of certain fixed assets	'	1	3	1	4	1	1
Land and improvements	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	72	'	'	'	72	'	74
Buildings and improvements	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	213	'	'	'	213	'	212
Machinery and equipment	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	1,257	'	'	'	1,257	'	1,225
Information systems equipment	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	175	'	'	'	175	'	171
Furniture, fixtures and other	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	23	'	'	'	23	'	24
Construction in progress	'	'	'	'	'	'	'
Property, plant and equipment	'	'	'	'	'	'	'
Property, plant and equipment, gross	$74	'	'	'	$74	'	$94

GOODWILL_AND_INTANGIBLE_ASSETS2

GOODWILL AND INTANGIBLE ASSETS (Details) (USD $)	0 Months Ended
In Millions, unless otherwise specified	Jul. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
Goodwill by reportable segment	'	'	'
Goodwill	'	$175	$179
Goodwill impairment charge	0	'	'
Industrial Performance Products	'	'	'
Goodwill by reportable segment	'	'	'
Accumulated impairments related to goodwill	'	90	90
Goodwill	'	$175	$179

GOODWILL_AND_INTANGIBLE_ASSETS3

GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	$231	'	$231	'	$239
Accumulated Amortization	-127	'	-127	'	-125
Net Intangibles	104	'	104	'	114
Amortization expense	3	5	12	15	'
Additions in gross intangible assets	'	'	'	6	'
Patents	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	27	'	27	'	33
Accumulated Amortization	-15	'	-15	'	-21
Net Intangibles	12	'	12	'	12
Trademarks	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	45	'	45	'	45
Accumulated Amortization	-13	'	-13	'	-12
Net Intangibles	32	'	32	'	33
Customer relationships	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	42	'	42	'	42
Accumulated Amortization	-19	'	-19	'	-18
Net Intangibles	23	'	23	'	24
Production rights	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	45	'	45	'	45
Accumulated Amortization	-40	'	-40	'	-36
Net Intangibles	5	'	5	'	9
Other	'	'	'	'	'
Intangible assets (excluding goodwill)	'	'	'	'	'
Gross Cost	72	'	72	'	74
Accumulated Amortization	-40	'	-40	'	-38
Net Intangibles	$32	'	$32	'	$36

DEBT_Details

DEBT (Details)

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

1 Months Ended

12 Months Ended

9 Months Ended

1 Months Ended

9 Months Ended

1 Months Ended

In Millions, unless otherwise specified

Jul. 31, 2013

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Jul. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Aug. 31, 2010

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Jul. 31, 2013

Sep. 30, 2014

Oct. 31, 2013

Jan. 31, 2014

Aug. 31, 2010

Dec. 31, 2013

Sep. 30, 2014

Jul. 31, 2013

Sep. 30, 2014

Nov. 30, 2010

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Dec. 31, 2013

Mar. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

USD ($)

5.75% Senior Notes due 2021

7.875% Senior Notes due 2018

Term Loan Due 2016

ABL Facility

2018 ABL Facility

US ABL Facility

Foreign ABL Facility

China Bank Facility

Promissory note

Other borrowings

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 ($)

Redemption after September 1, 2014 prior to September 1, 2015

Redemption after September 1, 2015 prior to September 1, 2016

Redemption after September 1, 2016

USD ($)

Base Rate

Federal Funds rate

Primary rate

Eurodollar rate

LIBOR

Minimum

Maximum

USD ($)

Minimum

Maximum

USD ($)

Minimum

Maximum

USD ($)

EUR (€)

USD ($)

CNY

USD ($)

Interest option 1

Interest option 2

USD ($)

Interest option 2

Base Rate

Eurodollar rate

Base Rate

Eurodollar rate

DEBT

Total Debt

$804

$898

$450

$100

$455

$316

$207

$47

$32

Less: Other short-term borrowings

-11

-7

Less: Current portion of Term Loan

-110

Total Long-term debt

793

781

Interest rate (as a percent)

5.75%

7.88%

5.29%

Aggregate principal amount

455

295

250

Amount redeemed

354

Charge for loss on early extinguishment of debt

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

Write-off of unamortized discount

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

Cash on hand utilized for prepayment of principal of term loan

Prepayment of principal of debt

Term of debt

'5 years

'6 years

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

Term of credit facility

'5 years

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%

103.94%

101.97%

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%

Payments on Term Loan

110

102

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

175

Maximum borrowing capacity for letter of credit sub-facility

125

Secured Leverage Ratio

2.5

Consolidated Interest Coverage Ratio

Margin over reference rate (as a percent)

1.75%

0.50%

1.00%

2.75%

0.50%

1.50%

1.00%

2.00%

Reference rate

'Base Rate

'Federal Funds Rate

'Prime Rate

'Eurodollar Rate

'reserve adjusted LIBOR

Margin over alternate reference rate (as a percent)

0.75%

Fixed charge coverage ratio

Available Borrowings level that triggers applicability of fixed charge ratio covenant

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

10.00%

Commitment period measurement

'30 days

Outstanding borrowings

Outstanding letters of credit

Total undrawn availability

$237

$232

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Income Taxes	'	'	'	'	'
Income tax expense	$12	$3	$10	$24	'
Net liabilities related to unrecognized tax benefits	32	'	32	'	44
Potential decrease in unrecognized tax benefits within the next year	1	'	1	'	'
Foreign	'	'	'	'	'
Income Taxes	'	'	'	'	'
Withholding taxes on dividends paid	10	'	'	'	'
Decrease in income taxes related to an unrecognized tax benefit recorded for in prior years	$15	'	$15	'	'

ACCUMULATED_OTHER_COMPREHENSIV2

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	($280)
Other comprehensive income (loss) before reclassifications	-39
Amounts reclassified from AOCL	8
Net current period other comprehensive income	-31
Balance at the end of the period	-311
Foreign Currency Translation Adjustments	'
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	-13
Other comprehensive income (loss) before reclassifications	-39
Net current period other comprehensive income	-39
Balance at the end of the period	-52
Unrecognized Pension and Other Post-Retirement Benefit Costs	'
Changes in accumulated other comprehensive income (loss) by component	'
Balance at the beginning of the period	-267
Amounts reclassified from AOCL	8
Net current period other comprehensive income	8
Balance at the end of the period	($259)

ACCUMULATED_OTHER_COMPREHENSIV3

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Reclassifications out of AOCL to net earnings	'	'	'	'
Liquidation of consolidated entities	'	'	'	$15
Loss on sale of discontinued operations	'	-3	-9	-162
Earnings (loss) from continuing operations before income taxes	27	-41	78	-11
Tax on discontinued operations	'	'	'	13
Total tax	-12	-3	-10	-24
Net earnings (loss)	15	-40	60	-156
Total reclassifications	'	'	-8	'
Foreign currency translation \| Amount Reclassified from AOCL	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Liquidation of consolidated entities	'	'	'	15
Loss on sale of discontinued operations	'	'	'	-6
Net earnings (loss)	'	'	'	9
Defined benefit pension plan	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Total reclassifications	'	'	-8	'
Defined benefit pension plan \| Amount Reclassified from AOCL	'	'	'	'
Reclassifications out of AOCL to net earnings	'	'	'	'
Amortization of prior-service costs	1	1	4	3
Amortization of actuarial losses	-5	-5	-13	-17
Loss on sale of discontinued operations	'	-2	'	-122
Earnings (loss) from continuing operations before income taxes	-4	-6	-9	-136
Tax on continuing operations	'	'	1	1
Tax on discontinued operations	'	'	'	14
Total tax	'	'	1	15
Net earnings (loss)	-4	-6	-8	-121
Total reclassifications	($4)	($6)	($8)	($112)

EARNINGS_PER_COMMON_SHARE_Deta

EARNINGS PER COMMON SHARE (Details) (USD $)	3 Months Ended		9 Months Ended		36 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	30-May-14	Nov. 30, 2013	30-May-14	Oct. 15, 2014
								Maximum	Maximum
									Subsequent event
CAPITAL STOCK AND EARNINGS (LOSS) 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	89.4	97.5	92.9	98.1	'	'	'	'	'
Dilutive effect of common share equivalents	1.3	'	1.4	'	'	'	'	'	'
Weighted average shares outstanding - Diluted	90.7	97.5	94.3	98.1	'	'	'	'	'
Value of common stock authorized to be repurchased	'	'	'	'	'	$100	$291	$391	$500
Remaining value of common stock authorized to be repurchased	68	'	68	'	68	'	'	'	'
Number of shares repurchased	'	'	9.5	'	15.3	'	'	'	'
Cost of shares repurchased	'	'	$227	'	$323	'	'	'	'

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, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2010

Mar. 31, 2013

Mar. 31, 2014

Sep. 30, 2014

31-May-12

Restricted stock units

Stock options

2010 LTIP

2013 Awards

2014 Awards

ESPP

Maximum

NQOs

Time-based RSU

Performance Shares

Time-based RSU

Performance Shares

Maximum

multiplier

Stock incentive plans

Number of shares available for issuance

0.8

Expiration period

'10 years

Stock-based compensation expense

$10

$11

Performance multiplier

Grants approved (in shares)

0.4

0.2

0.4

0.2

Vesting period

'3 years

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

$9.92

$27.27

$26.98

Unrecognized compensation expense

Remaining unrecognized compensation expense associated with unvested awards

Remaining unrecognized compensation expense associated with unvested shares or units

$15

Weighted average period for recognition

'2 years

'1 year

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

0 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

9-May-11

Sep. 30, 2014

Mar. 31, 2014

Jun. 30, 2013

Dec. 31, 2011

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Qualified Domestic Plans

International and Non-Qualified Plans

UK pension plans

Post-Retirement Health Care Plans

U.S. non-qualified pension plans

USD ($)

GBP (£)

USD ($)

GBP (£)

USD ($)

item

Defined benefit plans net periodic benefit (credit) cost

Service cost

Interest cost

Expected return on plan assets

-11

-10

-31

-35

-7

-6

-20

-18

Amortization of prior service cost

-1

-4

-3

Amortization of actuarial losses

Net periodic benefit cost (credit)

-1

-2

Employer contribution

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

Cash contributions by foreign subsidiary

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

Gain related to adjustment for plan to SG & A

Recovery from third parties that reduced estimated net liability, which was released to SG&A

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $)	3 Months Ended		1 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013	Apr. 30, 2012	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
	Forward contract	Forward contract	Forward contract	Foreign exchange contracts remaining	Foreign exchange contracts remaining	Zero cost collar contract and forward contracts
	item	item	Tetrabrom Technologies Ltd.	Maximum	Maximum
			facility
			installment
Derivative instruments and hedging activities	'	'	'	'	'	'
Notional amount of option and forward contracts purchased to reduce the risk of currency exposure	'	'	$25	'	'	'
Gain (loss) due to change in fair market value of derivative contracts	'	'	'	$1	$1	$3
Number of forward contracts purchased to reduce the risk of currency exposure	'	'	2	'	'	'
Percentage ownership interest sold	'	'	50.00%	'	'	'
Annual installments	'	'	2	'	'	'
Number of contracts expired	1	1	'	'	'	'

FINANCIAL_INSTRUMENTS_AND_FAIR2

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Financial instruments and fair value measurements	'	'
Total debt	$804	$898
Carrying Amount	'	'
Financial instruments and fair value measurements	'	'
Total debt	804	898
Fair Value	'	'
Financial instruments and fair value measurements	'	'
Total debt	$804	$916

FINANCIAL_INSTRUMENTS_AND_FAIR3

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) (USD $)	Sep. 30, 2014	Jun. 30, 2013	Sep. 30, 2014	Dec. 31, 2013	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	'	'	$3	$3	'
Fair value of liability	'	'	3	3	'
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		12 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Change in the carrying amount of the asset retirement obligations	'	'	'	'	'
Asset retirement obligation balance at beginning of period	$17	$17	$16	$20	$20
Accretion expense	'	3	2	3	'
Payments	-1	-2	-2	-5	'
Asset retirement obligation balance at end of period	16	18	16	18	16
Accelerated asset retirement obligations	'	'	1	'	1
Depreciation expense	21	19	65	61	'
Asset retirement obligations included in other liabilities	13	'	13	'	13
Maximum	'	'	'	'	'
Change in the carrying amount of the asset retirement obligations	'	'	'	'	'
Depreciation expense	1	1	1	1	'
Asset retirement obligations included in other liabilities	1	1	1	1	'
Continuing operations	'	'	'	'	'
Change in the carrying amount of the asset retirement obligations	'	'	'	'	'
Asset retirement obligations included in accrued expenses	$3	'	$3	'	$3
Lease termination	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	20	'	'
Brine and waste disposal facilities	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	90	'	'
Manufacturing facilities	'	'	'	'	'
Asset retirement obligations	'	'	'	'	'
Number of facilities to be closed	'	'	25	'	'

EMERGENCE_FROM_CHAPTER_11_Deta

EMERGENCE FROM CHAPTER 11 (Details)	Jul. 31, 2012	Mar. 18, 2009
	item	entity
		item
EMERGENCE FROM CHAPTER 11	'	'
Number of US affiliates of the entity that also filed voluntary petitions for relief under Chapter 11	'	26
Number of supplemental distributions made to Holders of Interests	4	4

LEGAL_PROCEEDINGS_AND_CONTINGE1

LEGAL PROCEEDINGS AND CONTINGENCIES (Details) (Environmental, USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Environmental	'	'
Environmental Liabilities that Have Not Been Discharged or Settled	'	'
Period for accrual of probable and reasonable remediation costs on an undiscounted basis	'10 years	'
Amount accrued for environmental liabilities	$82	$93
Environmental liabilities reflected as accrued expenses	20	18
Environmental liabilities reflected as other liabilities	62	75
Reasonably possible ongoing environmental liabilities	94	'
Pre-tax charge for clean-up costs	5	'
Payments for clean-up costs	13	'
Receivables based on contractual agreement	$0	'

LEGAL_PROCEEDINGS_AND_CONTINGE2

LEGAL PROCEEDINGS AND CONTINGENCIES (Details 2) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Guarantees	'	'
Outstanding letters of credit	$15	$14
Guarantees provided to financial institutions	'	'
Guarantees	'	'
Outstanding guarantees	13	12
Maximum potential future principal and interest payments due under guarantees	2	2
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
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net Sales	'	'	'	'
Net Sales	$558	$569	$1,723	$1,687
Operating Income	'	'	'	'
Operating income	35	27	109	74
General corporate expense, including amortization	-18	-19	-61	-85
Facility closures, severance and related costs	'	-3	-6	-28
Operating segments	'	'	'	'
Operating Income	'	'	'	'
Operating income	53	49	176	187
Industrial Performance Products \| Operating segments	'	'	'	'
Net Sales	'	'	'	'
Net Sales	247	242	753	737
Operating Income	'	'	'	'
Operating income	28	24	81	84
Industrial Performance Products \| Petroleum additives	'	'	'	'
Net Sales	'	'	'	'
Net Sales	169	168	523	519
Industrial Performance Products \| Urethanes	'	'	'	'
Net Sales	'	'	'	'
Net Sales	78	74	230	218
Industrial Engineered Products \| Operating segments	'	'	'	'
Net Sales	'	'	'	'
Net Sales	198	208	616	608
Operating Income	'	'	'	'
Operating income	5	1	17	34
Industrial Engineered Products \| Bromine based & related products	'	'	'	'
Net Sales	'	'	'	'
Net Sales	157	166	491	485
Industrial Engineered Products \| Organometallics	'	'	'	'
Net Sales	'	'	'	'
Net Sales	41	42	125	123
Chemtura AgroSolutions \| Operating segments	'	'	'	'
BUSINESS SEGMENT DATA	'	'	'	'
Number of major product lines	'	'	6	'
Net Sales	'	'	'	'
Net Sales	113	119	354	342
Operating Income	'	'	'	'
Operating income	20	24	78	69
Corporate \| Antioxidant and Consumer Product businesses	'	'	'	'
Operating Income	'	'	'	'
General corporate expense, including amortization	'	5	'	16
Corporate \| Continuing operations	'	'	'	'
Operating Income	'	'	'	'
General corporate expense, including amortization	0	'	'	'
Corporate \| Continuing operations \| Antioxidants	'	'	'	'
Operating Income	'	'	'	'
General corporate expense, including amortization	'	($2)	$0	($8)

GUARANTOR_CONDENSED_CONSOLIDAT2

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed consolidating statement of operations and comprehensive loss	'	'	'	'
Net sales	$558	$569	$1,723	$1,687
Cost of goods sold	424	448	1,311	1,310
Selling, general and administrative	65	58	192	169
Depreciation and amortization	24	24	77	76
Research and development	10	9	28	27
Facility closures, severance and related costs	'	3	6	28
Equity loss	'	'	'	3
Operating income	35	27	109	74
Interest expense	-12	-14	-35	-45
Loss on early extinguishment of debt	'	-50	'	-50
Other income (expense), net	4	-4	5	11
Reorganization items, net	'	'	-1	-1
Earnings (loss) from continuing operations before income taxes	27	-41	78	-11
Income tax (expense) benefit	-12	-3	-10	-24
Earnings (loss) from continuing operations	15	-44	68	-35
Earnings (loss) from discontinued operations, net of tax	'	7	1	28
Gain (loss) on sale of discontinued operations, net of tax	'	-3	-9	-149
Net earnings (loss)	15	-40	60	-156
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net (loss) earnings	15	-40	60	-156
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	-45	25	-39	-16
Unrecognized pension and other post-retirement benefit costs	4	5	8	142
Comprehensive (loss) income	-26	-10	29	-30
Eliminations	'	'	'	'
Condensed consolidating statement of operations and comprehensive loss	'	'	'	'
Net sales	-473	-509	-1,496	-1,357
Cost of goods sold	-473	-509	-1,496	-1,357
Equity in net earnings of subsidiaries	-9	-45	-65	-46
Earnings (loss) from continuing operations before income taxes	-9	-45	-65	-46
Earnings (loss) from continuing operations	-9	-45	-65	-46
Net earnings (loss)	-9	-45	-65	-46
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net (loss) earnings	-9	-45	-65	-46
Other comprehensive (loss) income, net of tax	'	'	'	'
Comprehensive (loss) income	-9	-45	-65	-46
Parent Company \| Legal entity	'	'	'	'
Condensed consolidating statement of operations and comprehensive loss	'	'	'	'
Net sales	333	362	1,043	1,118
Cost of goods sold	260	330	850	970
Selling, general and administrative	36	27	106	81
Depreciation and amortization	6	7	19	21
Research and development	3	4	10	11
Facility closures, severance and related costs	'	3	2	15
Operating income	28	-9	56	20
Interest expense	-12	-16	-39	-50
Loss on early extinguishment of debt	'	-50	'	-50
Other income (expense), net	-10	-6	-20	-11
Reorganization items, net	'	'	-1	-1
Equity in net earnings of subsidiaries	9	45	65	46
Earnings (loss) from continuing operations before income taxes	15	-36	61	-46
Income tax (expense) benefit	-2	1	-3	'
Earnings (loss) from continuing operations	13	-35	58	-46
Earnings (loss) from discontinued operations, net of tax	'	-1	1	2
Gain (loss) on sale of discontinued operations, net of tax	2	-4	1	-112
Net earnings (loss)	15	-40	60	-156
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net (loss) earnings	15	-40	60	-156
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	31	-20	34	-10
Unrecognized pension and other post-retirement benefit costs	3	4	10	141
Comprehensive (loss) income	49	-56	104	-25
Guarantor Subsidiaries \| Legal entity	'	'	'	'
Condensed consolidating statement of operations and comprehensive loss	'	'	'	'
Net sales	106	129	330	353
Cost of goods sold	91	113	282	300
Selling, general and administrative	4	4	12	12
Depreciation and amortization	8	9	23	32
Research and development	2	1	5	5
Facility closures, severance and related costs	'	'	1	'
Operating income	1	2	7	4
Other income (expense), net	2	-1	2	-1
Earnings (loss) from continuing operations before income taxes	3	1	9	3
Earnings (loss) from continuing operations	3	1	9	3
Earnings (loss) from discontinued operations, net of tax	'	6	'	22
Gain (loss) on sale of discontinued operations, net of tax	-2	'	-8	'
Net earnings (loss)	1	7	1	25
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net (loss) earnings	1	7	1	25
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	'	3	'	2
Comprehensive (loss) income	1	10	1	27
Non-Guarantor Subsidiaries \| Legal entity	'	'	'	'
Condensed consolidating statement of operations and comprehensive loss	'	'	'	'
Net sales	592	587	1,846	1,573
Cost of goods sold	546	514	1,675	1,397
Selling, general and administrative	25	27	74	76
Depreciation and amortization	10	8	35	23
Research and development	5	4	13	11
Facility closures, severance and related costs	'	'	3	13
Equity loss	'	'	'	1
Operating income	6	34	46	50
Interest expense	'	2	4	5
Other income (expense), net	12	3	23	23
Earnings (loss) from continuing operations before income taxes	18	39	73	78
Income tax (expense) benefit	-10	-4	-7	-24
Earnings (loss) from continuing operations	8	35	66	54
Earnings (loss) from discontinued operations, net of tax	'	2	'	4
Gain (loss) on sale of discontinued operations, net of tax	'	1	-2	-37
Net earnings (loss)	8	38	64	21
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net (loss) earnings	8	38	64	21
Other comprehensive (loss) income, net of tax	'	'	'	'
Foreign currency translation adjustments	-76	42	-73	-8
Unrecognized pension and other post-retirement benefit costs	1	1	-2	1
Comprehensive (loss) income	($67)	$81	($11)	$14

GUARANTOR_CONDENSED_CONSOLIDAT3

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details 2) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
ASSETS	'	'
Current assets	$1,209	$1,525
Property, plant and equipment	707	717
Goodwill	175	179
Other assets	288	283
Total assets	2,379	2,704
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	423	484
Long-term debt	793	781
Other long-term liabilities	346	440
Total liabilities	1,562	1,705
Stockholders' equity	817	999
Total liabilities and stockholders' equity	2,379	2,704
Eliminations	'	'
ASSETS	'	'
Intercompany receivables	-7,448	-7,671
Investment in subsidiaries	-5,964	-7,277
Total assets	-13,412	-14,948
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Intercompany payables	-7,448	-7,671
Total liabilities	-7,448	-7,671
Stockholders' equity	-5,964	-7,277
Total liabilities and stockholders' equity	-13,412	-14,948
Parent Company \| Legal entity	'	'
ASSETS	'	'
Current assets	322	571
Intercompany receivables	3,016	2,681
Investment in subsidiaries	1,243	1,530
Property, plant and equipment	115	121
Goodwill	93	93
Other assets	137	137
Total assets	4,926	5,133
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	144	244
Intercompany payables	3,077	2,944
Long-term debt	767	764
Other long-term liabilities	121	182
Total liabilities	4,109	4,134
Stockholders' equity	817	999
Total liabilities and stockholders' equity	4,926	5,133
Guarantor Subsidiaries \| Legal entity	'	'
ASSETS	'	'
Current assets	112	121
Intercompany receivables	2,640	2,349
Investment in subsidiaries	1,135	1,135
Property, plant and equipment	220	215
Goodwill	3	3
Other assets	37	44
Total assets	4,147	3,867
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	52	39
Intercompany payables	2,921	2,583
Other long-term liabilities	51	54
Total liabilities	3,024	2,676
Stockholders' equity	1,123	1,191
Total liabilities and stockholders' equity	4,147	3,867
Non-Guarantor Subsidiaries \| Legal entity	'	'
ASSETS	'	'
Current assets	775	833
Intercompany receivables	1,792	2,641
Investment in subsidiaries	3,586	4,612
Property, plant and equipment	372	381
Goodwill	79	83
Other assets	114	102
Total assets	6,718	8,652
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Current liabilities	227	201
Intercompany payables	1,450	2,144
Long-term debt	26	17
Other long-term liabilities	174	204
Total liabilities	1,877	2,566
Stockholders' equity	4,841	6,086
Total liabilities and stockholders' equity	$6,718	$8,652

GUARANTOR_CONDENSED_CONSOLIDAT4

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA (Details 3) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'
Net earnings (loss)	$15	($40)	$60	($156)
Adjustments to reconcile net earnings to net cash (used in) provided by operations:	'	'	'	'
Loss on sale of discontinued operations	'	3	9	149
Release of cumulative translation adjustment from liquidation of entities	'	'	'	-15
Loss on early extinguishment of debt	'	50	'	50
Depreciation and amortization	'	'	77	93
Stock-based compensation expense	'	'	10	11
Equity loss	'	'	'	1
Changes in assets and liabilities, net	'	'	-179	-74
Net cash (used in) provided by operating activities	'	'	-23	59
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'
Proceeds from divestments, net of transaction costs	'	'	23	91
Payments for acquisitions, net of cash acquired	'	'	'	-3
Capital expenditures	'	'	-78	-124
Net cash used in investing activities	'	'	-55	-36
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	'	'	-110	-102
Proceeds from other long-term borrowings	'	'	17	27
Payments on other long-term borrowings	'	'	-3	-3
Payments on other short-term borrowings, net	'	'	-1	-1
Common shares acquired	'	'	-227	-50
Payment for debt issuance costs	'	'	'	-8
Proceeds from the exercise of stock options	'	'	8	6
Net cash used in financing activities	'	'	-316	-76
CASH AND CASH EQUIVALENTS	'	'	'	'
Effect of exchange rates on cash and cash equivalents	'	'	-10	-1
Change in cash and cash equivalents	'	'	-404	-54
Cash and cash equivalents at beginning of period	'	'	549	365
Cash and cash equivalents at end of period	145	311	145	311
Eliminations	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'
Net earnings (loss)	-9	-45	-65	-46
Adjustments to reconcile net earnings to net cash (used in) provided by operations:	'	'	'	'
Changes in assets and liabilities, net	'	'	65	46
Parent Company \| Legal entity	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'
Net earnings (loss)	15	-40	60	-156
Adjustments to reconcile net earnings to net cash (used in) provided by operations:	'	'	'	'
Loss on sale of discontinued operations	-2	4	-1	112
Loss on early extinguishment of debt	'	50	'	50
Depreciation and amortization	'	'	19	21
Stock-based compensation expense	'	'	10	11
Changes in assets and liabilities, net	'	'	-54	-36
Net cash (used in) provided by operating activities	'	'	34	2
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'
Proceeds from divestments, net of transaction costs	'	'	-5	-4
Capital expenditures	'	'	-11	-14
Net cash used in investing activities	'	'	-16	-18
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	'	'	-110	-102
Proceeds from other long-term borrowings	'	'	'	7
Payments on other long-term borrowings	'	'	-1	'
Common shares acquired	'	'	-227	-50
Payment for debt issuance costs	'	'	'	-8
Proceeds from the exercise of stock options	'	'	8	6
Net cash used in financing activities	'	'	-330	-92
CASH AND CASH EQUIVALENTS	'	'	'	'
Change in cash and cash equivalents	'	'	-312	-108
Cash and cash equivalents at beginning of period	'	'	317	193
Cash and cash equivalents at end of period	5	85	5	85
Guarantor Subsidiaries \| Legal entity	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'
Net earnings (loss)	1	7	1	25
Adjustments to reconcile net earnings to net cash (used in) provided by operations:	'	'	'	'
Loss on sale of discontinued operations	2	'	8	'
Depreciation and amortization	'	'	23	38
Changes in assets and liabilities, net	'	'	-23	-23
Net cash (used in) provided by operating activities	'	'	9	40
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'
Proceeds from divestments, net of transaction costs	'	'	15	'
Capital expenditures	'	'	-24	-35
Net cash used in investing activities	'	'	-9	-35
CASH AND CASH EQUIVALENTS	'	'	'	'
Change in cash and cash equivalents	'	'	'	5
Cash and cash equivalents at end of period	'	5	'	5
Non-Guarantor Subsidiaries \| Legal entity	'	'	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'	'	'
Net earnings (loss)	8	38	64	21
Adjustments to reconcile net earnings to net cash (used in) provided by operations:	'	'	'	'
Loss on sale of discontinued operations	'	-1	2	37
Release of cumulative translation adjustment from liquidation of entities	'	'	'	-15
Depreciation and amortization	'	'	35	34
Equity loss	'	'	'	1
Changes in assets and liabilities, net	'	'	-167	-61
Net cash (used in) provided by operating activities	'	'	-66	17
CASH FLOWS FROM INVESTING ACTIVITIES	'	'	'	'
Proceeds from divestments, net of transaction costs	'	'	13	95
Payments for acquisitions, net of cash acquired	'	'	'	-3
Capital expenditures	'	'	-43	-75
Net cash used in investing activities	'	'	-30	17
CASH FLOWS FROM FINANCING ACTIVITIES	'	'	'	'
Proceeds from other long-term borrowings	'	'	17	20
Payments on other long-term borrowings	'	'	-2	-3
Payments on other short-term borrowings, net	'	'	-1	-1
Net cash used in financing activities	'	'	14	16
CASH AND CASH EQUIVALENTS	'	'	'	'
Effect of exchange rates on cash and cash equivalents	'	'	-10	-1
Change in cash and cash equivalents	'	'	-92	49
Cash and cash equivalents at beginning of period	'	'	232	172
Cash and cash equivalents at end of period	$140	$221	$140	$221