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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chemours Company | NYSE:CC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.42 | 1.61% | 26.57 | 27.615 | 26.06 | 26.06 | 1,709,363 | 00:44:07 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
46-4845564
|
(State or other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
Large Accelerated Filer
o
|
|
Accelerated Filer
o
|
|
|
|
Non-Accelerated Filer
x
|
|
Smaller reporting company
o
|
|
|
|
Page
|
|
|
|||
|
|
|
|
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|
Item 1.
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
1,383
|
|
|
$
|
1,508
|
|
|
$
|
2,680
|
|
|
$
|
2,871
|
|
Cost of goods sold
|
1,116
|
|
|
1,282
|
|
|
2,212
|
|
|
2,393
|
|
||||
Gross profit
|
267
|
|
|
226
|
|
|
468
|
|
|
478
|
|
||||
Selling, general and administrative expense
|
174
|
|
|
157
|
|
|
307
|
|
|
324
|
|
||||
Research and development expense
|
17
|
|
|
27
|
|
|
40
|
|
|
50
|
|
||||
Employee separation and asset related charges, net
|
67
|
|
|
61
|
|
|
85
|
|
|
61
|
|
||||
Total expenses
|
258
|
|
|
245
|
|
|
432
|
|
|
435
|
|
||||
Equity in earnings of affiliates
|
4
|
|
|
8
|
|
|
9
|
|
|
11
|
|
||||
Interest expense, net
|
(50
|
)
|
|
(28
|
)
|
|
(106
|
)
|
|
(28
|
)
|
||||
Other (expense) income, net
|
(4
|
)
|
|
21
|
|
|
89
|
|
|
14
|
|
||||
(Loss) income before income taxes
|
(41
|
)
|
|
(18
|
)
|
|
28
|
|
|
40
|
|
||||
(Benefit from) provision for income taxes
|
(23
|
)
|
|
—
|
|
|
(5
|
)
|
|
15
|
|
||||
Net (loss) income
|
(18
|
)
|
|
(18
|
)
|
|
33
|
|
|
25
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
33
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Per share data
|
|
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share of common stock
1
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.18
|
|
|
$
|
0.14
|
|
Diluted (loss) earnings per share of common stock
1
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.18
|
|
|
$
|
0.14
|
|
Dividends per share of common stock
1
|
$
|
0.03
|
|
|
$
|
0.55
|
|
|
$
|
0.06
|
|
|
$
|
0.55
|
|
|
Three months ended June 30,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net loss
|
$
|
(41
|
)
|
|
$
|
23
|
|
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain on net investment hedge
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative translation adjustments
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
(7
|
)
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
4
|
|
|
—
|
|
|
4
|
|
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
||||||
Reclassifications to net income (loss):
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Amortization of actuarial net loss
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Curtailment gain
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
||||||
Other comprehensive loss
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(33
|
)
|
|
2
|
|
|
(31
|
)
|
||||||
Comprehensive loss
|
(44
|
)
|
|
22
|
|
|
(22
|
)
|
|
(51
|
)
|
|
2
|
|
|
(49
|
)
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive loss attributable to Chemours
|
$
|
(44
|
)
|
|
$
|
22
|
|
|
$
|
(22
|
)
|
|
$
|
(51
|
)
|
|
$
|
2
|
|
|
$
|
(49
|
)
|
|
Six months ended June 30,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net income
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
33
|
|
|
$
|
40
|
|
|
$
|
(15
|
)
|
|
$
|
25
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized loss on net investment hedge
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative translation adjustments
|
10
|
|
|
—
|
|
|
10
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) gain
|
(7
|
)
|
|
1
|
|
|
(6
|
)
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
||||||
Effect of foreign exchange rates
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
23
|
|
|
(6
|
)
|
|
17
|
|
||||||
Reclassifications to net income (loss):
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Amortization of actuarial net loss
|
11
|
|
|
(3
|
)
|
|
8
|
|
|
7
|
|
|
(1
|
)
|
|
6
|
|
||||||
Curtailment gain
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
(8
|
)
|
|
27
|
|
||||||
Other comprehensive income (loss)
|
7
|
|
|
—
|
|
|
7
|
|
|
(199
|
)
|
|
(8
|
)
|
|
(207
|
)
|
||||||
Comprehensive income (loss)
|
35
|
|
|
5
|
|
|
40
|
|
|
(159
|
)
|
|
(23
|
)
|
|
(182
|
)
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income (loss) attributable to Chemours
|
$
|
35
|
|
|
$
|
5
|
|
|
$
|
40
|
|
|
$
|
(159
|
)
|
|
$
|
(23
|
)
|
|
$
|
(182
|
)
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
||||
Cash
|
$
|
383
|
|
|
$
|
366
|
|
Accounts and notes receivable - trade, net
|
939
|
|
|
859
|
|
||
Inventories
|
892
|
|
|
972
|
|
||
Prepaid expenses and other
|
52
|
|
|
58
|
|
||
Assets held-for-sale
|
26
|
|
|
46
|
|
||
Total current assets
|
2,292
|
|
|
2,301
|
|
||
Property, plant and equipment
|
8,334
|
|
|
9,015
|
|
||
Less: Accumulated depreciation
|
(5,444
|
)
|
|
(5,838
|
)
|
||
Net property, plant and equipment
|
2,890
|
|
|
3,177
|
|
||
Goodwill
|
153
|
|
|
166
|
|
||
Other intangible assets, net
|
8
|
|
|
10
|
|
||
Investments in affiliates
|
157
|
|
|
136
|
|
||
Assets held-for-sale
|
352
|
|
|
—
|
|
||
Other assets
|
369
|
|
|
508
|
|
||
Total assets
|
$
|
6,221
|
|
|
$
|
6,298
|
|
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
875
|
|
|
$
|
973
|
|
Short-term borrowings and current maturities of long-term debt
|
36
|
|
|
39
|
|
||
Other accrued liabilities
|
533
|
|
|
454
|
|
||
Total current liabilities
|
1,444
|
|
|
1,466
|
|
||
Long-term debt, net
|
3,823
|
|
|
3,915
|
|
||
Deferred income taxes
|
202
|
|
|
234
|
|
||
Other liabilities
|
583
|
|
|
553
|
|
||
Total liabilities
|
6,052
|
|
|
6,168
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
||
Common stock (par value $.01 per share; 810,000,000 shares authorized; 181,491,426 shares issued and outstanding as of June 30, 2016)
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
774
|
|
|
775
|
|
||
Accumulated deficit
|
(82
|
)
|
|
(115
|
)
|
||
Accumulated other comprehensive loss
|
(529
|
)
|
|
(536
|
)
|
||
Total Chemours stockholders' equity
|
165
|
|
|
126
|
|
||
Noncontrolling interests
|
4
|
|
|
4
|
|
||
Total equity
|
169
|
|
|
130
|
|
||
Total liabilities and equity
|
$
|
6,221
|
|
|
$
|
6,298
|
|
|
|
|
|
DuPont Company Net Investment
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at
January 1, 2015
|
|
—
|
|
|
—
|
|
|
$
|
3,650
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
3,673
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
Establishment of pension plans, net and related accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
357
|
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|||||||
Dividend Declared
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||||
Non-cash debt exchange
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
|||||||
Cash provided at separation by DuPont
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|||||||
Net transfers to DuPont
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|||||||
Balance at
June 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
$
|
836
|
|
|
$
|
—
|
|
|
$
|
(435
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at
January 1, 2016
|
|
181,069,751
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
775
|
|
|
$
|
(536
|
)
|
|
$
|
(115
|
)
|
|
$
|
4
|
|
|
$
|
130
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|||||||
Common stock issued - compensation plan
|
|
421,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Balance at June 30, 2016
|
|
181,491,426
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
774
|
|
|
$
|
(529
|
)
|
|
$
|
(82
|
)
|
|
$
|
4
|
|
|
$
|
169
|
|
|
Six months ended
|
||||||
|
June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
33
|
|
|
$
|
25
|
|
Adjustments to reconcile net income to cash provided by (used for) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
139
|
|
|
131
|
|
||
Amortization of debt issuance costs and discount
|
11
|
|
|
2
|
|
||
Gain on sale of assets and business
|
(88
|
)
|
|
—
|
|
||
Equity in earnings of affiliates
|
(9
|
)
|
|
(11
|
)
|
||
Deferred tax benefits
|
(36
|
)
|
|
(31
|
)
|
||
Asset related charges
|
63
|
|
|
—
|
|
||
Other operating charges, net
|
14
|
|
|
2
|
|
||
Decrease (increase) in operating assets:
|
|
|
|
||||
Accounts and notes receivable - trade, net
|
(92
|
)
|
|
(205
|
)
|
||
Inventories and other operating assets
|
85
|
|
|
(68
|
)
|
||
Increase (decrease) in operating liabilities:
|
|
|
|
||||
Accounts payable and other operating liabilities
|
6
|
|
|
(78
|
)
|
||
Cash provided by (used for) operating activities
|
126
|
|
|
(233
|
)
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(168
|
)
|
|
(287
|
)
|
||
Proceeds from sales of assets and business
|
150
|
|
|
8
|
|
||
Foreign exchange contract settlements
|
—
|
|
|
(12
|
)
|
||
Investment in affiliates
|
—
|
|
|
(32
|
)
|
||
Cash used for investing activities
|
(18
|
)
|
|
(323
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from issuance of debt, net
|
—
|
|
|
3,490
|
|
||
Debt repayments
|
(95
|
)
|
|
—
|
|
||
Deferred financing fees
|
(2
|
)
|
|
(77
|
)
|
||
Dividends paid
|
(11
|
)
|
|
—
|
|
||
Cash provided at separation by DuPont
|
—
|
|
|
247
|
|
||
Net transfers to DuPont
|
—
|
|
|
(2,857
|
)
|
||
Cash (used for) provided by financing activities
|
(108
|
)
|
|
803
|
|
||
Effect of exchange rate changes on cash
|
17
|
|
|
—
|
|
||
Increase in cash
|
17
|
|
|
247
|
|
||
Cash at beginning of period
|
366
|
|
|
—
|
|
||
Cash at end of period
|
$
|
383
|
|
|
$
|
247
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Change in property, plant and equipment included in accounts payable
|
$
|
10
|
|
|
$
|
(35
|
)
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Employee separation (credit) charges
|
|
$
|
(2
|
)
|
|
$
|
61
|
|
|
$
|
2
|
|
|
$
|
61
|
|
Decommissioning and other charges
|
|
11
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Asset related charges - Impairment
1
|
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Total
|
|
$
|
67
|
|
|
$
|
61
|
|
|
$
|
85
|
|
|
$
|
61
|
|
1
|
Represents an asset impairment in connection with the sale of the Sulfur business. See Note 6 for further information.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Plant and product line closures
|
|
|
|
|
|
|
|
|
||||||||
Titanium Technologies
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
Fluoroproducts
|
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Chemical Solutions
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
2015 Global restructuring
1
|
|
|
|
|
|
|
|
|
||||||||
Titanium Technologies
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
23
|
|
Fluoroproducts
|
|
—
|
|
|
25
|
|
|
2
|
|
|
25
|
|
||||
Chemical Solutions
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
4
|
|
|
$
|
61
|
|
|
|
Titanium Technologies Site Closures
|
|
Fluoroproducts Lines Shutdown
|
|
Chemical Solutions Site Closures
|
|
2015 Global Restructuring
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
73
|
|
|
$
|
98
|
|
Charges (credits) to income for the six months ended June 30, 2016
1
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
|||||
Charges to liability accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(36
|
)
|
|
(41
|
)
|
|||||
Net currency translation and other adjustment
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of June 30, 2016
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
41
|
|
|
$
|
59
|
|
1
|
Due to unexpected resignations of certain employees at the Company's Niagara site, approximately
$2
of employee separation charges, related to the Chemical Solutions Niagara site closure action announced in the fourth quarter of 2015, were reversed to income in the
three and six months ended
June 30, 2016
.
|
2
|
Net currency translation adjustment was less than
$1
for the period presented.
|
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|||
Current assets:
|
|
|
|
|
||||
Accounts receivables
|
|
$
|
21
|
|
|
$
|
—
|
|
Inventories
|
|
5
|
|
|
5
|
|
||
Total current assets
|
|
26
|
|
|
5
|
|
||
Property, plant and equipment, net
|
|
260
|
|
|
30
|
|
||
Goodwill
|
|
13
|
|
|
4
|
|
||
Other assets
|
|
137
|
|
|
7
|
|
||
Less: Impairment loss
|
|
(58
|
)
|
|
—
|
|
||
Total non-current assets, net
|
|
352
|
|
|
41
|
|
||
Total assets held-for-sale, net
|
|
$
|
378
|
|
|
$
|
46
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Leasing, contract services and miscellaneous income
1
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
4
|
|
Royalty income
2
|
6
|
|
|
2
|
|
|
9
|
|
|
7
|
|
||||
(Loss) gain on sale of assets and business
3
|
(1
|
)
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
Exchange (losses) gains, net
4
|
(14
|
)
|
|
19
|
|
|
(20
|
)
|
|
3
|
|
||||
Total other (expense) income, net
|
$
|
(4
|
)
|
|
$
|
21
|
|
|
$
|
89
|
|
|
$
|
14
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Chemours
|
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
33
|
|
|
$
|
25
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding - Basic
1
|
|
181,477,672
|
|
|
180,966,833
|
|
|
181,379,419
|
|
|
180,966,833
|
|
||||
Dilutive effect of the company's employee compensation plans
2
|
|
—
|
|
|
—
|
|
|
668,410
|
|
|
—
|
|
||||
Weighted average number of common shares outstanding - Diluted
2
|
|
181,477,672
|
|
|
180,966,833
|
|
|
182,047,829
|
|
|
180,966,833
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Average number of stock options
|
|
7,356,050
|
|
|
—
|
|
|
8,028,762
|
|
|
—
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts receivable—trade, net
1
|
|
$
|
849
|
|
|
$
|
759
|
|
VAT, GST and other taxes
2
|
|
74
|
|
|
68
|
|
||
Leases receivable—current
3
|
|
—
|
|
|
13
|
|
||
Other receivables
4
|
|
16
|
|
|
19
|
|
||
Total
|
|
$
|
939
|
|
|
$
|
859
|
|
1
|
Accounts receivable – trade, net includes trade notes receivable and is net of allowances of $
4
and $
4
as of
June 30, 2016
and
December 31, 2015
, respectively. Allowances are equal to the estimated uncollectible amounts.
|
2
|
Value Added Tax (VAT) and Goods and Services Tax (GST).
|
3
|
See Note 14 for information relating to direct financing leases.
|
4
|
Other receivables consist of advances and other deposits.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Finished products
|
$
|
628
|
|
|
$
|
613
|
|
Semi-finished products
|
169
|
|
|
172
|
|
||
Raw materials, stores and supplies
|
332
|
|
|
433
|
|
||
Subtotal
|
1,129
|
|
|
1,218
|
|
||
Adjustment of inventories to a last-in, first-out (LIFO) basis
|
(237
|
)
|
|
(246
|
)
|
||
Total
|
$
|
892
|
|
|
$
|
972
|
|
|
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
|
$
|
13
|
|
|
$
|
85
|
|
|
$
|
68
|
|
|
$
|
166
|
|
Asset held-for-sale
1
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||
Currency translation adjustment
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of June 30, 2016
|
|
$
|
13
|
|
|
$
|
85
|
|
|
$
|
55
|
|
|
$
|
153
|
|
1
|
Represents the reclassification of goodwill to assets held-for-sale in connection with the sale of the C&D business (See Note 6).
|
2
|
Net currency translation adjustment was less than
$1
for the period presented.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Customer lists
|
$
|
12
|
|
|
$
|
(10
|
)
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
(10
|
)
|
|
$
|
3
|
|
Patents
|
19
|
|
|
(17
|
)
|
|
2
|
|
|
19
|
|
|
(17
|
)
|
|
2
|
|
||||||
Purchased trademarks
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
||||||
Purchased and licensed technology
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
8
|
|
|
(6
|
)
|
|
2
|
|
||||||
Total
|
$
|
39
|
|
|
$
|
(31
|
)
|
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
(35
|
)
|
|
$
|
10
|
|
Remainder of 2016
|
|
$
|
1
|
|
2017
|
|
2
|
|
|
2018
|
|
1
|
|
|
2019
|
|
1
|
|
|
2020
|
|
1
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Leases receivable - non-current
1
|
|
$
|
—
|
|
|
$
|
125
|
|
Capitalized repair and maintenance costs
|
|
111
|
|
|
149
|
|
||
Pension assets
2
|
|
164
|
|
|
138
|
|
||
Deferred income taxes - non-current
|
|
46
|
|
|
47
|
|
||
Miscellaneous
3
|
|
48
|
|
|
49
|
|
||
Total
|
|
$
|
369
|
|
|
$
|
508
|
|
1
|
Relates to Sulfur business which was reclassified to assets held-for-sale as of
June 30, 2016
. See Direct Financing Leases below.
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Long-term debt:
|
|
|
|
|
||||
Senior secured term loan
|
|
$
|
1,435
|
|
|
$
|
1,493
|
|
Senior unsecured notes:
|
|
|
|
|
||||
6.625%, due May 2023
|
|
1,308
|
|
|
1,350
|
|
||
7.00%, due May 2025
|
|
750
|
|
|
750
|
|
||
6.125%, due May 2023 (€360)
|
|
398
|
|
|
395
|
|
||
Other
|
|
23
|
|
|
26
|
|
||
Total
|
|
3,914
|
|
|
4,014
|
|
||
Less: Unamortized issue discount on senior secured term loan
|
|
6
|
|
|
7
|
|
||
Less: Unamortized debt issuance costs
|
|
49
|
|
|
53
|
|
||
Less: Current maturities
|
|
36
|
|
|
39
|
|
||
Total long-term debt
|
|
$
|
3,823
|
|
|
$
|
3,915
|
|
Alleged Injury
|
Approximate Number of Plaintiffs
|
|
Kidney cancer
|
200
|
|
Testicular cancer
|
70
|
|
Ulcerative colitis
|
300
|
|
Preeclampsia
|
200
|
|
Thyroid disease
|
1,430
|
|
High cholesterol
|
1,340
|
|
|
|
Fair Value Using Level 2 Inputs
|
||||||
|
Balance Sheet Location
|
June 30, 2016
|
|
December 31, 2015
|
||||
Asset derivatives:
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accounts and notes receivable - trade, net
|
$
|
2
|
|
|
$
|
2
|
|
Total asset derivatives
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
|
|
|
||||
Liability derivatives
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other accrued liabilities
|
$
|
2
|
|
|
$
|
2
|
|
Total liability derivatives
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
6
|
|
Interest cost
|
|
5
|
|
|
4
|
|
|
10
|
|
|
9
|
|
||||
Expected return on plan assets
|
|
(17
|
)
|
|
(20
|
)
|
|
(33
|
)
|
|
(41
|
)
|
||||
Amortization of actuarial net loss
|
|
7
|
|
|
3
|
|
|
11
|
|
|
7
|
|
||||
Amortization of prior service cost (gain)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
||||
Curtailment gain
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Net periodic benefit income
|
|
$
|
(3
|
)
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
$
|
(17
|
)
|
Weighted-Average Assumptions
|
|
June 30, 2016
|
||
Risk-free interest rate
|
|
1.46
|
%
|
|
Expected term (years)
|
|
6.00
|
|
|
Volatility
|
|
80.90
|
%
|
|
Dividend yield
|
|
2.14
|
%
|
|
Fair value per stock option
|
|
$
|
3.41
|
|
|
Number of Shares
(in thousands)
|
|
Weighted Average Exercise Price (per share)
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding, December 31, 2015
|
8,284
|
|
|
$
|
14.66
|
|
|
4.82
|
|
$
|
—
|
|
Granted
|
1,406
|
|
|
5.73
|
|
|
|
|
|
|||
Exercised
|
(12
|
)
|
|
8.38
|
|
|
|
|
|
|||
Forfeited
|
(252
|
)
|
|
15.46
|
|
|
|
|
|
|||
Expired
|
(356
|
)
|
|
5.82
|
|
|
|
|
|
|||
Outstanding, June 30, 2016
|
9,070
|
|
|
13.60
|
|
|
5.28
|
|
$
|
3,556
|
|
|
Exercisable, June 30, 2016
|
4,928
|
|
|
13.69
|
|
|
3.55
|
|
$
|
—
|
|
|
Number of Shares
(in thousands)
|
|
Weighted Average
Grant Date
Fair Value
(per share)
|
||
Nonvested, December 31, 2015
|
2,349
|
|
|
14.87
|
|
Granted
|
948
|
|
|
6.04
|
|
Vested
|
(554
|
)
|
|
15.98
|
|
Forfeited
|
(167
|
)
|
|
15.82
|
|
Nonvested, June 30, 2016
|
2,576
|
|
|
11.40
|
|
|
Number of Share Units
(in thousands)
|
|
Weighted Average
Grant Date
Fair Value
(per share)
|
|||
Nonvested, December 31, 2015
|
—
|
|
|
$
|
—
|
|
Granted
|
825
|
|
|
6.10
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(22
|
)
|
|
6.10
|
|
|
Nonvested, June 30, 2016
|
803
|
|
|
$
|
6.10
|
|
•
|
interest expense, depreciation and amortization,
|
•
|
non-operating pension and other postretirement employee benefit costs, which represent the components of net periodic pension costs (income) excluding service cost component.
|
•
|
exchange gains (losses),
|
•
|
employee separation, asset-related charges and other charges, net,
|
•
|
asset impairments,
|
•
|
gains (losses) on sale of business or assets, and
|
•
|
other items not considered indicative of our ongoing operational performance and expected to occur infrequently.
|
Three months ended June 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
$
|
596
|
|
|
$
|
573
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
1,383
|
|
Adjusted EBITDA
|
111
|
|
|
105
|
|
|
11
|
|
|
(40
|
)
|
|
187
|
|
|||||
Depreciation and amortization
|
32
|
|
|
25
|
|
|
8
|
|
|
8
|
|
|
73
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
$
|
642
|
|
|
$
|
588
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
1,508
|
|
Adjusted EBITDA
|
91
|
|
|
54
|
|
|
4
|
|
|
(22
|
)
|
|
127
|
|
|||||
Depreciation and amortization
|
32
|
|
|
21
|
|
|
14
|
|
|
—
|
|
|
67
|
|
Six months ended June 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
$
|
1,117
|
|
|
$
|
1,104
|
|
|
$
|
459
|
|
|
$
|
—
|
|
|
$
|
2,680
|
|
Adjusted EBITDA
|
166
|
|
|
190
|
|
|
21
|
|
|
(62
|
)
|
|
315
|
|
|||||
Depreciation and amortization
|
54
|
|
|
49
|
|
|
20
|
|
|
16
|
|
|
139
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
1,187
|
|
|
$
|
1,140
|
|
|
$
|
544
|
|
|
$
|
—
|
|
|
$
|
2,871
|
|
Adjusted EBITDA
|
184
|
|
|
129
|
|
|
5
|
|
|
(46
|
)
|
|
272
|
|
|||||
Depreciation and amortization
|
63
|
|
|
42
|
|
|
26
|
|
|
—
|
|
|
131
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
(Loss) income before income taxes
|
$
|
(41
|
)
|
|
$
|
(18
|
)
|
|
$
|
28
|
|
|
$
|
40
|
|
Interest expense, net
|
50
|
|
|
28
|
|
|
106
|
|
|
28
|
|
||||
Depreciation and amortization
|
73
|
|
|
67
|
|
|
139
|
|
|
131
|
|
||||
Non-operating pension and other postretirement employee benefit (income) costs
|
(7
|
)
|
|
8
|
|
|
(14
|
)
|
|
15
|
|
||||
Exchange losses (gains)
|
14
|
|
|
(19
|
)
|
|
20
|
|
|
(3
|
)
|
||||
Restructuring charges
|
9
|
|
|
61
|
|
|
27
|
|
|
61
|
|
||||
Asset related charges
1
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||
Loss (gain) on sale of assets or business
|
1
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
||||
Transaction costs
2
|
12
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Legal and other charges
3
|
13
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
187
|
|
|
$
|
127
|
|
|
$
|
315
|
|
|
$
|
272
|
|
1
|
Includes the
$58
asset impairment in connection with the sale of the Sulfur business (See Note 6) and other asset write-offs in the Chemical Solutions segment.
|
2
|
Includes accounting, legal and bankers transaction fees incurred related to the Company's strategic initiatives, which includes pre-sale transaction cost incurred in connection with the sale of the C&D and Sulfur businesses (see Note 6).
|
3
|
Includes litigation settlements, water treatment accruals related to PFOA, and lease termination charges.
|
•
|
the Consolidating Statements of Comprehensive Income (Loss) for the
three and six months ended
June 30, 2016
and
2015
;
|
•
|
the Consolidating Balance Sheets as of
June 30, 2016
and
December 31, 2015
; and
|
•
|
the Consolidating Statements of Cash Flows for the
six months ended June 30, 2016
and
2015
.
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
956
|
|
|
$
|
799
|
|
|
$
|
(372
|
)
|
|
$
|
1,383
|
|
Cost of goods sold
|
|
—
|
|
|
840
|
|
|
648
|
|
|
(372
|
)
|
|
1,116
|
|
|||||
Gross profit
|
|
—
|
|
|
116
|
|
|
151
|
|
|
—
|
|
|
267
|
|
|||||
Selling, general and administrative expense
|
|
5
|
|
|
138
|
|
|
36
|
|
|
(5
|
)
|
|
174
|
|
|||||
Research and development expense
|
|
—
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|||||
Employee separation and asset related charges, net
|
|
—
|
|
|
69
|
|
|
(2
|
)
|
|
—
|
|
|
67
|
|
|||||
Total expenses
|
|
5
|
|
|
223
|
|
|
35
|
|
|
(5
|
)
|
|
258
|
|
|||||
Equity in earnings of affiliates
|
|
—
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
|
4
|
|
|||||
Equity in earnings of subsidiaries
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||
Interest expense, net
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||||
Intercompany interest income (expense), net
|
|
14
|
|
|
2
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
|
5
|
|
|
9
|
|
|
(17
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||||
(Loss) income before income taxes
|
|
(31
|
)
|
|
(99
|
)
|
|
90
|
|
|
(1
|
)
|
|
(41
|
)
|
|||||
(Benefit from) provision for income taxes
|
|
(13
|
)
|
|
(33
|
)
|
|
15
|
|
|
8
|
|
|
(23
|
)
|
|||||
Net (loss) income
|
|
(18
|
)
|
|
(66
|
)
|
|
75
|
|
|
(9
|
)
|
|
(18
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to Chemours
|
|
$
|
(18
|
)
|
|
$
|
(66
|
)
|
|
$
|
75
|
|
|
$
|
(9
|
)
|
|
$
|
(18
|
)
|
Comprehensive (loss) income attributable to Chemours
|
|
$
|
(22
|
)
|
|
$
|
(66
|
)
|
|
$
|
67
|
|
|
$
|
(1
|
)
|
|
$
|
(22
|
)
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
1,087
|
|
|
$
|
871
|
|
|
$
|
(450
|
)
|
|
$
|
1,508
|
|
Cost of goods sold
|
|
—
|
|
|
1,001
|
|
|
729
|
|
|
(448
|
)
|
|
1,282
|
|
|||||
Gross profit
|
|
—
|
|
|
86
|
|
|
142
|
|
|
(2
|
)
|
|
226
|
|
|||||
Selling, general and administrative expense
|
|
—
|
|
|
100
|
|
|
57
|
|
|
—
|
|
|
157
|
|
|||||
Research and development expense
|
|
—
|
|
|
25
|
|
|
2
|
|
|
—
|
|
|
27
|
|
|||||
Employee separation and asset related charges, net
|
|
—
|
|
|
39
|
|
|
22
|
|
|
—
|
|
|
61
|
|
|||||
Total expenses
|
|
—
|
|
|
164
|
|
|
81
|
|
|
—
|
|
|
245
|
|
|||||
Equity in earnings of affiliates
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Equity in earnings of subsidiaries
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||
Interest expense, net
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Intercompany interest income (expense), net
|
|
12
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income, net
|
|
—
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|||||
(Loss) income before income taxes
|
|
(24
|
)
|
|
(58
|
)
|
|
58
|
|
|
6
|
|
|
(18
|
)
|
|||||
(Benefit from) provision for income taxes
|
|
(6
|
)
|
|
8
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income
|
|
(18
|
)
|
|
(66
|
)
|
|
60
|
|
|
6
|
|
|
(18
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to Chemours
|
|
$
|
(18
|
)
|
|
$
|
(66
|
)
|
|
$
|
60
|
|
|
$
|
6
|
|
|
$
|
(18
|
)
|
Comprehensive (loss) income attributable to Chemours
|
|
$
|
(49
|
)
|
|
$
|
(66
|
)
|
|
$
|
29
|
|
|
$
|
37
|
|
|
$
|
(49
|
)
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
1,937
|
|
|
$
|
1,520
|
|
|
$
|
(777
|
)
|
|
$
|
2,680
|
|
Cost of goods sold
|
|
—
|
|
|
1,715
|
|
|
1,266
|
|
|
(769
|
)
|
|
2,212
|
|
|||||
Gross profit
|
|
—
|
|
|
222
|
|
|
254
|
|
|
(8
|
)
|
|
468
|
|
|||||
Selling, general and administrative expense
|
|
12
|
|
|
236
|
|
|
69
|
|
|
(10
|
)
|
|
307
|
|
|||||
Research and development expense
|
|
—
|
|
|
38
|
|
|
2
|
|
|
—
|
|
|
40
|
|
|||||
Employee separation and asset related charges, net
|
|
—
|
|
|
87
|
|
|
(2
|
)
|
|
—
|
|
|
85
|
|
|||||
Total expenses
|
|
12
|
|
|
361
|
|
|
69
|
|
|
(10
|
)
|
|
432
|
|
|||||
Equity in earnings of affiliates
|
|
—
|
|
|
(3
|
)
|
|
12
|
|
|
—
|
|
|
9
|
|
|||||
Equity in earnings of subsidiaries
|
|
81
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||||
Interest expense, net
|
|
(105
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Intercompany interest income (expense), net
|
|
29
|
|
|
3
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
|
10
|
|
|
108
|
|
|
(22
|
)
|
|
(7
|
)
|
|
89
|
|
|||||
Income (loss) before income taxes
|
|
3
|
|
|
(32
|
)
|
|
143
|
|
|
(86
|
)
|
|
28
|
|
|||||
(Benefit from) provision for income taxes
|
|
(30
|
)
|
|
(4
|
)
|
|
24
|
|
|
5
|
|
|
(5
|
)
|
|||||
Net income (loss)
|
|
33
|
|
|
(28
|
)
|
|
119
|
|
|
(91
|
)
|
|
33
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Chemours
|
|
$
|
33
|
|
|
$
|
(28
|
)
|
|
$
|
119
|
|
|
$
|
(91
|
)
|
|
$
|
33
|
|
Comprehensive income (loss) attributable to Chemours
|
|
$
|
40
|
|
|
$
|
(28
|
)
|
|
$
|
129
|
|
|
$
|
(101
|
)
|
|
$
|
40
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
2,114
|
|
|
$
|
1,632
|
|
|
$
|
(875
|
)
|
|
$
|
2,871
|
|
Cost of goods sold
|
|
—
|
|
|
1,893
|
|
|
1,382
|
|
|
(882
|
)
|
|
2,393
|
|
|||||
Gross profit
|
|
—
|
|
|
221
|
|
|
250
|
|
|
7
|
|
|
478
|
|
|||||
Selling, general and administrative expense
|
|
—
|
|
|
209
|
|
|
115
|
|
|
—
|
|
|
324
|
|
|||||
Research and development expense
|
|
—
|
|
|
48
|
|
|
2
|
|
|
—
|
|
|
50
|
|
|||||
Employee separation and asset related charges, net
|
|
—
|
|
|
39
|
|
|
22
|
|
|
—
|
|
|
61
|
|
|||||
Total expenses
|
|
—
|
|
|
296
|
|
|
139
|
|
|
—
|
|
|
435
|
|
|||||
Equity in earnings of affiliates
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Equity in earnings of subsidiaries
|
|
35
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|||||
Interest expense, net
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Intercompany interest income (expense), net
|
|
12
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
|
—
|
|
|
18
|
|
|
(4
|
)
|
|
—
|
|
|
14
|
|
|||||
Income (loss) before income taxes
|
|
19
|
|
|
(57
|
)
|
|
106
|
|
|
(28
|
)
|
|
40
|
|
|||||
(Benefit from) provision for income taxes
|
|
(6
|
)
|
|
8
|
|
|
13
|
|
|
—
|
|
|
15
|
|
|||||
Net income (loss)
|
|
25
|
|
|
(65
|
)
|
|
93
|
|
|
(28
|
)
|
|
25
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Chemours
|
|
$
|
25
|
|
|
$
|
(65
|
)
|
|
$
|
93
|
|
|
$
|
(28
|
)
|
|
$
|
25
|
|
Comprehensive loss attributable to Chemours
|
|
$
|
(182
|
)
|
|
$
|
(65
|
)
|
|
$
|
(114
|
)
|
|
$
|
179
|
|
|
$
|
(182
|
)
|
|
|
June 30, 2016
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
383
|
|
Accounts and notes receivable - trade, net
|
|
—
|
|
|
422
|
|
|
517
|
|
|
—
|
|
|
939
|
|
|||||
Intercompany receivable
|
|
2
|
|
|
677
|
|
|
64
|
|
|
(743
|
)
|
|
—
|
|
|||||
Inventories
|
|
—
|
|
|
413
|
|
|
507
|
|
|
(28
|
)
|
|
892
|
|
|||||
Prepaid expenses and other
|
|
—
|
|
|
17
|
|
|
50
|
|
|
(15
|
)
|
|
52
|
|
|||||
Assets held-for-sale
|
|
—
|
|
|
20
|
|
|
6
|
|
|
—
|
|
|
26
|
|
|||||
Total current assets
|
|
2
|
|
|
1,620
|
|
|
1,456
|
|
|
(786
|
)
|
|
2,292
|
|
|||||
Property, plant and equipment
|
|
—
|
|
|
6,394
|
|
|
1,940
|
|
|
—
|
|
|
8,334
|
|
|||||
Less: Accumulated depreciation
|
|
—
|
|
|
(4,491
|
)
|
|
(953
|
)
|
|
—
|
|
|
(5,444
|
)
|
|||||
Net property, plant and equipment
|
|
—
|
|
|
1,903
|
|
|
987
|
|
|
—
|
|
|
2,890
|
|
|||||
Goodwill
|
|
—
|
|
|
139
|
|
|
14
|
|
|
—
|
|
|
153
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Investments in affiliates
|
|
—
|
|
|
6
|
|
|
151
|
|
|
—
|
|
|
157
|
|
|||||
Investment in subsidiaries
|
|
3,250
|
|
|
—
|
|
|
—
|
|
|
(3,250
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
|
1,150
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|||||
Assets held-for-sale
|
|
—
|
|
|
339
|
|
|
13
|
|
|
—
|
|
|
352
|
|
|||||
Other assets
|
|
15
|
|
|
119
|
|
|
235
|
|
|
—
|
|
|
369
|
|
|||||
Total assets
|
|
$
|
4,417
|
|
|
$
|
4,134
|
|
|
$
|
2,856
|
|
|
$
|
(5,186
|
)
|
|
$
|
6,221
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
575
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
875
|
|
Short-term borrowings and current maturities of long-term debt
|
|
15
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Intercompany payable
|
|
393
|
|
|
64
|
|
|
286
|
|
|
(743
|
)
|
|
—
|
|
|||||
Other accrued liabilities
|
|
23
|
|
|
395
|
|
|
115
|
|
|
—
|
|
|
533
|
|
|||||
Total current liabilities
|
|
431
|
|
|
1,055
|
|
|
701
|
|
|
(743
|
)
|
|
1,444
|
|
|||||
Long-term debt
|
|
3,821
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3,823
|
|
|||||
Intercompany notes payable
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
(1,150
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
134
|
|
|
51
|
|
|
17
|
|
|
202
|
|
|||||
Other liabilities
|
|
—
|
|
|
479
|
|
|
104
|
|
|
—
|
|
|
583
|
|
|||||
Total liabilities
|
|
4,252
|
|
|
1,670
|
|
|
2,006
|
|
|
(1,876
|
)
|
|
6,052
|
|
|||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Chemours stockholders' equity
|
|
165
|
|
|
2,464
|
|
|
846
|
|
|
(3,310
|
)
|
|
165
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total equity
|
|
165
|
|
|
2,464
|
|
|
850
|
|
|
(3,310
|
)
|
|
169
|
|
|||||
Total liabilities and equity
|
|
$
|
4,417
|
|
|
$
|
4,134
|
|
|
$
|
2,856
|
|
|
$
|
(5,186
|
)
|
|
$
|
6,221
|
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
366
|
|
Accounts and notes receivable - trade, net
|
|
—
|
|
|
344
|
|
|
515
|
|
|
—
|
|
|
859
|
|
|||||
Intercompany receivable
|
|
3
|
|
|
459
|
|
|
54
|
|
|
(516
|
)
|
|
—
|
|
|||||
Inventories
|
|
—
|
|
|
493
|
|
|
501
|
|
|
(22
|
)
|
|
972
|
|
|||||
Prepaid expenses and other
|
|
—
|
|
|
3
|
|
|
52
|
|
|
3
|
|
|
58
|
|
|||||
Assets held-for-sale
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Total current assets
|
|
3
|
|
|
1,440
|
|
|
1,393
|
|
|
(535
|
)
|
|
2,301
|
|
|||||
Property, plant and equipment
|
|
—
|
|
|
7,070
|
|
|
1,945
|
|
|
—
|
|
|
9,015
|
|
|||||
Less: Accumulated depreciation
|
|
—
|
|
|
(4,899
|
)
|
|
(939
|
)
|
|
—
|
|
|
(5,838
|
)
|
|||||
Net property, plant and equipment
|
|
—
|
|
|
2,171
|
|
|
1,006
|
|
|
—
|
|
|
3,177
|
|
|||||
Goodwill
|
|
—
|
|
|
141
|
|
|
25
|
|
|
—
|
|
|
166
|
|
|||||
Other intangible assets, net
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Investments in affiliates
|
|
—
|
|
|
9
|
|
|
127
|
|
|
—
|
|
|
136
|
|
|||||
Investments in subsidiaries
|
|
3,105
|
|
|
—
|
|
|
—
|
|
|
(3,105
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
|
|
1,150
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|||||
Other assets
|
|
19
|
|
|
275
|
|
|
214
|
|
|
—
|
|
|
508
|
|
|||||
Total assets
|
|
$
|
4,277
|
|
|
$
|
4,046
|
|
|
$
|
2,765
|
|
|
$
|
(4,790
|
)
|
|
$
|
6,298
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
637
|
|
|
$
|
336
|
|
|
$
|
—
|
|
|
$
|
973
|
|
Short-term borrowings and current maturities of long-term debt
|
|
15
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Intercompany payable
|
|
202
|
|
|
54
|
|
|
260
|
|
|
(516
|
)
|
|
—
|
|
|||||
Other accrued liabilities
|
|
21
|
|
|
287
|
|
|
146
|
|
|
—
|
|
|
454
|
|
|||||
Total current liabilities
|
|
238
|
|
|
1,002
|
|
|
742
|
|
|
(516
|
)
|
|
1,466
|
|
|||||
Long-term debt
|
|
3,913
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3,915
|
|
|||||
Intercompany notes payable
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
(1,150
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
173
|
|
|
61
|
|
|
—
|
|
|
234
|
|
|||||
Other liabilities
|
|
—
|
|
|
456
|
|
|
97
|
|
|
—
|
|
|
553
|
|
|||||
Total liabilities
|
|
4,151
|
|
|
1,633
|
|
|
2,050
|
|
|
(1,666
|
)
|
|
6,168
|
|
|||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Chemours stockholders' equity
|
|
126
|
|
|
2,413
|
|
|
711
|
|
|
(3,124
|
)
|
|
126
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total equity
|
|
126
|
|
|
2,413
|
|
|
715
|
|
|
(3,124
|
)
|
|
130
|
|
|||||
Total liabilities and equity
|
|
$
|
4,277
|
|
|
$
|
4,046
|
|
|
$
|
2,765
|
|
|
$
|
(4,790
|
)
|
|
$
|
6,298
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash (used for) provided by operating activities
|
|
$
|
(86
|
)
|
|
$
|
(48
|
)
|
|
$
|
97
|
|
|
$
|
163
|
|
|
$
|
126
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(95
|
)
|
|
(73
|
)
|
|
—
|
|
|
(168
|
)
|
|||||
Proceeds from sales of assets and business
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Intercompany investing activities
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
28
|
|
|
—
|
|
|||||
Cash provided by (used for) investing activities
|
|
—
|
|
|
27
|
|
|
(73
|
)
|
|
28
|
|
|
(18
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany short-term borrowings, net
|
|
191
|
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|||||
Debt repayments
|
|
(92
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||
Dividends paid
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Deferred financing fees
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Cash provided by (used for) financing activities
|
|
86
|
|
|
(3
|
)
|
|
—
|
|
|
(191
|
)
|
|
(108
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Increase in cash
|
|
—
|
|
|
(24
|
)
|
|
41
|
|
|
—
|
|
|
17
|
|
|||||
Cash at beginning of period
|
|
—
|
|
|
95
|
|
|
271
|
|
|
—
|
|
|
366
|
|
|||||
Cash at end of period
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
383
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Parent Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Adjustments
|
|
Consolidated
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities
|
|
$
|
5
|
|
|
$
|
206
|
|
|
$
|
(245
|
)
|
|
$
|
(199
|
)
|
|
$
|
(233
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(173
|
)
|
|
(114
|
)
|
|
—
|
|
|
(287
|
)
|
|||||
Proceeds from sales of assets and business
|
|
—
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|||||
Foreign exchange contract settlements
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Investment in affiliates
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||
Cash used for investing activities
|
|
—
|
|
|
(179
|
)
|
|
(144
|
)
|
|
—
|
|
|
(323
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of debt, net
|
|
3,489
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3,490
|
|
|||||
Deferred financing fees
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||||
Cash provided at separation by DuPont
|
|
—
|
|
|
87
|
|
|
160
|
|
|
—
|
|
|
247
|
|
|||||
Net transfers (to) from DuPont
|
|
(3,417
|
)
|
|
(28
|
)
|
|
389
|
|
|
199
|
|
|
(2,857
|
)
|
|||||
Cash (used for) provided by financing activities
|
|
(5
|
)
|
|
60
|
|
|
549
|
|
|
199
|
|
|
803
|
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Increase in cash
|
|
—
|
|
|
87
|
|
|
160
|
|
|
—
|
|
|
247
|
|
|||||
Cash at beginning of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash at end of period
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
247
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
1,383
|
|
|
$
|
1,508
|
|
|
$
|
2,680
|
|
|
$
|
2,871
|
|
Cost of goods sold
|
1,116
|
|
|
1,282
|
|
|
2,212
|
|
|
2,393
|
|
||||
Gross profit
|
267
|
|
|
226
|
|
|
468
|
|
|
478
|
|
||||
Selling, general and administrative expense
|
174
|
|
|
157
|
|
|
307
|
|
|
324
|
|
||||
Research and development expense
|
17
|
|
|
27
|
|
|
40
|
|
|
50
|
|
||||
Employee separation and asset related charges, net
|
67
|
|
|
61
|
|
|
85
|
|
|
61
|
|
||||
Total expenses
|
258
|
|
|
245
|
|
|
432
|
|
|
435
|
|
||||
Equity in earnings of affiliates
|
4
|
|
|
8
|
|
|
9
|
|
|
11
|
|
||||
Interest expense, net
|
(50
|
)
|
|
(28
|
)
|
|
(106
|
)
|
|
(28
|
)
|
||||
Other (expense) income, net
|
(4
|
)
|
|
21
|
|
|
89
|
|
|
14
|
|
||||
(Loss) income before income taxes
|
(41
|
)
|
|
(18
|
)
|
|
28
|
|
|
40
|
|
||||
(Benefit from) provision for income taxes
|
(23
|
)
|
|
—
|
|
|
(5
|
)
|
|
15
|
|
||||
Net (loss) income
|
(18
|
)
|
|
(18
|
)
|
|
33
|
|
|
25
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
33
|
|
|
$
|
25
|
|
Change in net sales from prior period
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||
Price
|
|
(5
|
)%
|
|
(5
|
)%
|
Volume
|
|
(1
|
)%
|
|
1
|
%
|
Currency
|
|
(1
|
)%
|
|
(2
|
)%
|
Portfolio / Other
|
|
(1
|
)%
|
|
(1
|
)%
|
Total change
|
|
(8
|
)%
|
|
(7
|
)%
|
•
|
interest expense, depreciation and amortization,
|
•
|
non-operating pension and other postretirement employee benefit costs, which represent the components of net periodic pension costs (income) excluding service cost component
|
•
|
exchange gains (losses),
|
•
|
employee separation, asset-related charges and other charges, net,
|
•
|
asset impairments,
|
•
|
gains (losses) on sale of business or assets, and
|
•
|
other items not considered indicative of our ongoing operational performance and expected to occur infrequently.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment Net Sales
|
|
$
|
596
|
|
|
$
|
642
|
|
|
$
|
1,117
|
|
|
$
|
1,187
|
|
Adjusted EBITDA
|
|
111
|
|
|
91
|
|
|
166
|
|
|
184
|
|
||||
Adjusted EBITDA Margin
|
|
19
|
%
|
|
14
|
%
|
|
15
|
%
|
|
16
|
%
|
Change in segment net sales from prior period
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||
Price
|
|
(6
|
)%
|
|
(10
|
)%
|
Volume
|
|
(1
|
)%
|
|
5
|
%
|
Currency
|
|
—
|
%
|
|
(1
|
)%
|
Portfolio / Other
|
|
—
|
%
|
|
—
|
%
|
Total change
|
|
(7
|
)%
|
|
(6
|
)%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment Net Sales
|
|
$
|
573
|
|
|
$
|
588
|
|
|
$
|
1,104
|
|
|
$
|
1,140
|
|
Adjusted EBITDA
|
|
105
|
|
|
54
|
|
|
190
|
|
|
129
|
|
||||
Adjusted EBITDA Margin
|
|
18
|
%
|
|
9
|
%
|
|
17
|
%
|
|
11
|
%
|
Change in segment net sales from prior period
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||
Price
|
|
(1
|
)%
|
|
1
|
%
|
Volume
|
|
1
|
%
|
|
(1
|
)%
|
Currency
|
|
(2
|
)%
|
|
(3
|
)%
|
Portfolio / Other
|
|
(1
|
)%
|
|
—
|
%
|
Total change
|
|
(3
|
)%
|
|
(3
|
)%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment Net Sales
|
|
$
|
214
|
|
|
$
|
278
|
|
|
$
|
459
|
|
|
$
|
544
|
|
Adjusted EBITDA
|
|
11
|
|
|
4
|
|
|
21
|
|
|
5
|
|
||||
Adjusted EBITDA Margin
|
|
5
|
%
|
|
1
|
%
|
|
5
|
%
|
|
1
|
%
|
Change in segment net sales from prior period
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||
Price
|
|
(9
|
)%
|
|
(9
|
)%
|
Volume
|
|
(8
|
)%
|
|
(3
|
)%
|
Currency
|
|
—
|
%
|
|
—
|
%
|
Portfolio / Other
|
|
(6
|
)%
|
|
(4
|
)%
|
Total Change
|
|
(23
|
)%
|
|
(16
|
)%
|
|
|
Six months ended June 30,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Cash provided by (used for) operating activities
|
|
$
|
126
|
|
|
$
|
(233
|
)
|
Cash used for investing activities
|
|
(18
|
)
|
|
(323
|
)
|
||
Cash (used for) provided by financing activities
|
|
(108
|
)
|
|
803
|
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Cash
|
|
$
|
383
|
|
|
$
|
366
|
|
Accounts and notes receivable - trade, net
|
|
939
|
|
|
859
|
|
||
Inventories
|
|
892
|
|
|
972
|
|
||
Prepaid expenses and other
|
|
52
|
|
|
58
|
|
||
Assets held-for-sale
|
|
26
|
|
|
46
|
|
||
Total current assets
|
|
$
|
2,292
|
|
|
$
|
2,301
|
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Accounts payable
|
|
$
|
875
|
|
|
$
|
973
|
|
Short-term borrowings and current maturities of long-term debt
|
|
36
|
|
|
39
|
|
||
Other accrued liabilities
|
|
533
|
|
|
454
|
|
||
Total current liabilities
|
|
$
|
1,444
|
|
|
$
|
1,466
|
|
•
|
interest expense, depreciation and amortization,
|
•
|
non-operating pension and other postretirement employee benefit costs, which represent the components of net periodic pension costs (income) excluding service cost component
|
•
|
exchange gains (losses),
|
•
|
employee separation, asset-related charges and other charges, net,
|
•
|
asset impairments,
|
•
|
gains (losses) on sale of business or assets, and
|
•
|
other items not considered indicative of our ongoing operational performance and expected to occur infrequently.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income attributable to Chemours
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
33
|
|
|
$
|
25
|
|
Non-operating pension and other postretirement employee benefit (income) costs
|
(7
|
)
|
|
8
|
|
|
(14
|
)
|
|
15
|
|
||||
Exchange losses (gains)
|
14
|
|
|
(19
|
)
|
|
20
|
|
|
(3
|
)
|
||||
Restructuring charges
|
9
|
|
|
61
|
|
|
27
|
|
|
61
|
|
||||
Asset related charges
1
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||
Loss (gain) on sale of assets or business
|
1
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
||||
Transaction costs
2
|
12
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Legal and other charges
3
|
13
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
(Benefit from) provision for income taxes relating to reconciling items
4
|
(38
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(29
|
)
|
||||
Adjusted Net Income
|
49
|
|
|
17
|
|
|
60
|
|
|
69
|
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest expense, net
|
50
|
|
|
28
|
|
|
106
|
|
|
28
|
|
||||
Depreciation and amortization
|
73
|
|
|
67
|
|
|
139
|
|
|
131
|
|
||||
All remaining provision for income taxes
4
|
15
|
|
|
15
|
|
|
10
|
|
|
44
|
|
||||
Adjusted EBITDA
|
$
|
187
|
|
|
$
|
127
|
|
|
$
|
315
|
|
|
$
|
272
|
|
1
|
Includes asset impairment in connection with the sale of the Sulfur business (See Note 6) and other asset write-offs in the Chemical Solutions segment.
|
3
|
Includes litigation settlements, water treatment accruals related to PFOA, and lease termination charges.
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
THE CHEMOURS COMPANY
|
|
(Registrant)
|
|
|
|
Date:
|
August 9, 2016
|
|
|
|
|
By:
|
/s/ Mark E. Newman
|
|
|
|
Mark E. Newman
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
(As Duly Authorized Officer and Principal Financial Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Separation Agreement by and between E. I. du Pont de Nemours and Company and the Chemours Company (incorporated by reference to Exhibit 2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
3.1
|
|
Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
3.2
|
|
Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.1
|
|
Second Amended and Restated Transition Services Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.2
|
|
Tax Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.3
|
|
Employee Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.4
|
|
Third Amended and Restated Intellectual Property Cross-License Agreement by and among E. I. du Pont de Nemours and Company, The Chemours Company FC and The Chemours Company TT, LLC (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.5*
|
|
Offer of Employment Letter between Mark E. Newman and E. I. du Pont de Nemours and Company, dated October 14, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 2 to Form 10, as filed with the U.S. Securities and Exchange Commission on April 21, 2015).
|
|
|
|
10.6*
|
|
Offer of Employment Letter between Elizabeth Albright and E. I. du Pont de Nemours and Company, dated September 25, 2014 (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 2 to Form 10, as filed with the U.S. Securities and Exchange Commission on April 21, 2015).
|
|
|
|
10.7
|
|
Indenture, dated May 12, 2015 by and among The Chemours Company, The Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.8
|
|
First Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.9
|
|
Second Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.10
|
|
Third Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, UK Branch, as Paying Agent for the Euro Notes and Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.11
|
|
6.625% Notes due 2023 (included in Exhibit 10.8).
|
|
|
|
10.12
|
|
7.000% Notes due 2025 (included in Exhibit 10.9).
|
|
|
|
10.13
|
|
6.125% Notes due 2023 (included in Exhibit 10.10).
|
|
|
|
10.14(1)
|
|
Credit Agreement, dated May 12, 2015 by and among The Chemours Company, certain Guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.14(2)
|
|
Amendment No. 1 to the Credit Agreement among The Chemours Company, the lenders and issuing banks thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on September 28, 2015).
|
|
|
|
10.14(3)
|
|
Amendment No. 2 to the Credit Agreement dated February 19, 2016 by and among The Chemours Company, the lenders and issuing banks thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Item 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 23, 2016).
|
|
|
|
10.15
|
|
Registration Rights Agreement, dated May 12, 2015, by and among The Chemours Company, certain Guarantors party thereto and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the Dollar purchases and Credit Suisse Securities (USA) LLC and J.P Morgan Securities plc, as representatives of the Euro Purchasers (incorporated by reference to Exhibit 10.15 to the company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.16*
|
|
The Chemours Company Equity and Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205391, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.17*
|
|
The Chemours Company Retirement Savings Restoration Plan (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.18*
|
|
The Chemours Company Management Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205393), as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.19*
|
|
The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205392), as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.20*
|
|
The Chemours Company Senior Executive Severance Plan (incorporated by reference to Exhibit 10.20 to the company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.21*
|
|
Form of Option Award Terms under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.22*
|
|
Form of Restricted Stock Unit Terms under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.23*
|
|
Form of Stock Appreciation Right Terms under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.24*
|
|
Form of Restricted Stock Unit Terms for Non-Employee Directors under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
|
|
|
|
10.25*
|
|
Form of Performance-Based Restricted Stock Unit Terms for August 2015 (incorporated by reference to Exhibit 10.25 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015).
|
|
|
|
10.26*
|
|
Form of Performance Share Unit Award Terms under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
|
|
|
|
10.27*
|
|
Form of Cash Performance Award Terms under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
|
|
|
|
10.28*
|
|
Form of Indemnification Agreement for officers and directors (incorporated by reference to Exhibit 10.28 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
|
|
|
|
10.29*
|
|
Termination Agreement dated July 21, 2016 between Chemours International Operations Sarl and Thierry Vanlancker (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 22, 2016).
|
|
|
|
10.30
|
|
Letter Agreement dated January 28, 2016 by and between The Chemours Company and E. I. du Pont de Nemours and Company (incorporated by reference to Item 10.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 23, 2016).
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
32.2
|
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
95
|
|
Mine Safety Disclosures
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year Chemours Chart |
1 Month Chemours Chart |
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