Form 8-K Chemtura CORP For: Nov 07

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): November 7, 2014

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Chemtura Corporation
(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction �of incorporation)

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1-15339 (Commission file number)

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52-2183153 (IRS employer identification ������������number)

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1818 Market Street, Suite 3700, Philadelphia, Pennsylvania 199 Benson Road, Middlebury, Connecticut (Address of principal executive offices)

19103 06749 (Zip Code)

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(203) 573-2000
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.05.

Costs Associated with Exit or Disposal Activities

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On November 7 and 11, 2014, the Board of Directors of Chemtura Corporation (the “Company”) approved a restructuring plan to (i) eliminate the stranded costs from the previously announced sale of the Chemtura AgroSolutions business; (ii) reduce the Company’s manufacturing costs at several manufacturing facilities worldwide; and (iii) reduce selling, general and administrative costs at several locations. The Company expects to incur restructuring charges of approximately $37 million comprising severance and related employee costs to be recorded primarily in the fourth quarter of 2014 and the first quarter of 2015. The Company expects that the cash expenditures associated with these actions will continue into the third quarter of 2015. The restructuring plan related to manufacturing and SG&A is anticipated to result in approximately $62 million of annual cost reductions that is expected to be fully reflected in the Company’s performance by the third quarter of 2015, with annual savings of approximately $50 million for the calendar year of 2015. Of the $15 million of annual stranded costs, the Company anticipates having eliminated such costs by the second quarter of 2015 with approximately $3 million being incurred in the first quarter of 2015. As required by law or contract, the Company will consult with each of the affected locations local Works Councils prior to the implementation of the restructuring plan as it applies to that location.

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The cost estimates set forth in this item 2.05 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. The Company’s actual costs may differ materially from expected costs. The Company is unable at this time in good faith to predict the ultimate costs associated with the restructuring plan, or the future impact on the Company’s earnings. These risks are in addition to the other risks cited in the Company’s press releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the “Risk Factors” section of the Company’s Form 10-K and 10-Q.

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Item 8.01.

Other Events

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On November 13, 2014, the Company issued a press release related to the restructuring plan. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01.

Financial Statements and Exhibits

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Exhibit No.	�	Description
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99.1	�	Press Release, dated November 13, 2014

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Signatures

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	Chemtura Corporation		�
�	�������(Registrant)		�
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�	By:��������	/s/ Billie S. Flaherty
�	Name:���	Billie S. Flaherty	�
�	Title:�����	EVP, General Counsel & Secretary	�

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Date:

November 13, 2014

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Exhibit Index

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Exhibit No.	�	Description
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99.1	�	Press Release, dated November 13, 2014

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Exhibit 99.1

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Contact:

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Dalip Puri, Vice President Investor Relations & Treasurer

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203 573 2153

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Chemtura Corporation Announces Restructuring To
Eliminate Stranded Costs from Sale of Agrochemicals
Business and To Lower Manufacturing and SG&A Costs

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PHILADELPHIA, Pa., Nov. 13, 2014 – Chemtura Corporation (NYSE: CHMT) (EuroNext: CHMT) today announced a restructuring plan to reduce manufacturing conversion costs by approximately $50 million, or about 10 percent annually, eliminate approximately $15 million of annual stranded costs arising from the previously announced sale of the Chemtura AgroSolutions business, and reduce selling, general and administrative costs (“SG&A”) by at least $12 million annually.

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“Excess industry capacity in bromine and certain organometallics combined with continuing volatility in certain markets we serve has restricted our ability to achieve the targeted improvement in results,” said Craig A. Rogerson, Chemtura’s Chairman, President and Chief Executive Officer. “To meet our expected performance improvement in 2015, we are taking steps to address these challenges by accelerating initiatives to reduce our manufacturing costs and SG&A expenses, in addition to the elimination of stranded costs arising from the sale of our agrochemicals business.”

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Despite the success of many of Chemtura’s improvement initiatives, the Company faces continuing weak demand conditions in some of the market applications it serves, as well as excess capacity in bromine and certain organometallics. While the Company expects the bromine industry and electronics market to recover and grow to new heights, that growth may not occur in the coming year.

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“However, it is our responsibility to create the committed value in 2015,” Rogerson said. “We believe the combination of our cost reduction actions and the investments we have made will enable us to deliver progressive performance improvement in 2015 without having to rely on recovery in demand from markets such as electronics or an improvement in our pricing levels.”

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The Company expects to incur approximately $37 million in cash costs to implement the restructuring plan, recording the majority of this expense in the fourth quarter of 2014 and the first quarter of 2015. The cash expenditures associated with these actions will continue into the third quarter of 2015. The Company anticipates that the full run rate of the manufacturing and SG&A savings will be embedded in its performance by the third quarter of 2015, with annual savings of approximately $50 million for the calendar year of 2015. Of the $15 million of annual stranded costs, the Company anticipates having eliminated them by the second quarter of 2015 with approximately $3 million being incurred in the first quarter of 2015.

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Chemtura Corporation, with 2013 net sales of $2.2 billion,¹ is a global manufacturer and marketer of specialty chemicals. Additional information concerning us is available at www.chemtura.com.

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¹ 2013 net sales of $2.2 billion reflects discontinued operations treatment for the sale of Chemtura's Antioxidants and Consumer Products businesses.

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Forward-Looking Statements

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The cost estimates included in this press release include forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Exchange Act of 1934, as amended. These forward-looking statements are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will" and similar expressions and include references to assumptions and relate to our future prospects, developments and business strategies. These forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. The Company’s actual costs and cost reductions may differ materially from expected costs and cost reductions.

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Factors that could cause our actual costs, cost reductions or results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

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Our ability to execute timely on our restructuring plan and achieve the expected cost reductions;

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The cyclical nature of the global chemicals industry;

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Increases in the price of raw materials or energy and our ability to recover cost increases through increased selling prices for our products;

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Disruptions in the availability of raw materials or energy;

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Our ability to implement our growth strategies in rapidly growing markets and faster growing regions;

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Our ability to execute timely upon our portfolio management strategies and mid and long range business plans;

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The successful separation of the Chemtura AgroSolutions business from the rest of our businesses;

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Declines in general economic conditions;

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The ability to comply with product registration requirements of regulatory authorities, including the U.S. Food and Drug Administration (the "FDA") and European Union REACh legislation;

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The effect of adverse weather conditions;

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Demand for Chemtura AgroSolutions segment products being affected by governmental policies;

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Current and future litigation, governmental investigations, prosecutions and administrative claims;

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Environmental, health and safety regulation matters;

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Federal regulations aimed at increasing security at certain chemical production plants;

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Significant international operations and interests;

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Our ability to maintain adequate internal controls over financial reporting;

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Exchange rate and other currency risks;

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Our dependence upon a trained, dedicated sales force;

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Operating risks at our production facilities;

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Our ability to protect our patents or other intellectual property rights;

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Whether our patents may provide full protection against competing manufacturers;

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Our ability to remain technologically innovative and to offer improved products and services in a cost-effective manner;

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Our ability to reduce the risks of cyber incidents and protect our information technology;

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Our unfunded and underfunded defined benefit pension plans and post-retirement welfare benefit plans;

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Risks associated with strategic acquisitions and divestitures;

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Risks associated with possible climate change legislation, regulation and international accords;

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The ability to support the carrying value of the goodwill and long-lived assets related to our businesses;

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Whether we repurchase any additional shares of our common stock that our Board of Directors has authorized us to purchase and the terms on which any such repurchases are made; and

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Other risks and uncertainties described in our filings with the Securities and Exchange Commission, including Item 1A, Risk Factors, in our Annual Report on Form 10-K.

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Forward-looking information is intended to reflect opinions as of the date this press release was issued. We undertake no duty to update any forward-looking statements to conform the statements to actual results or changes in our operations.

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