Chemours(CC) - 2023 Q4 - Annual Report

PART I Item 1. Business The Chemours Company is a global provider of performance chemicals, operating through three main segments and focusing on key strategic pillars like innovation and sustainability - The Chemours Company operates through three principal reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials[13] - The company operates 28 major production facilities in eight countries and serves approximately 2,700 customers in about 110 countries, with no single customer accounting for more than 10% of consolidated net sales in 2023[24] - Chemours has established Corporate Responsibility Commitment (CRC) goals to be achieved by 2030, focusing on sustainable solutions, environmental leadership, community impact, and workplace culture[25][56] Titanium Technologies Segment This segment is a leading global manufacturer of TiO2 pigment, which initiated a transformation plan in 2023 to improve cost-efficiency amid fluctuating market demand - The Titanium Technologies segment is a leading global provider of TiO2 pigment, sold under the Ti-Pure™ brand, with a nameplate capacity of approximately 1.1 million metric tons per year from three production facilities[31][59] - In 2023, the segment launched the Titanium Technologies Transformation Plan, which included shutting down its Kuan Yin, Taiwan manufacturing facility and achieved approximately $50 million in cost savings[34] - The demand for TiO2 pigment, which was low in 2023 due to global economic uncertainties, is expected to increase modestly in 2024 and correlate with global GDP growth in the long term[35] - Primary raw materials are titanium-bearing ores, chlorine, calcined petroleum coke, and energy, with the company sourcing ores globally and utilizing a flexible ore mix to manage costs[2][38][70] Thermal & Specialized Solutions Segment This segment leads in refrigerants and thermal management solutions, with growth driven by regulatory shifts toward low Global Warming Potential products like Opteon™ - The segment is a leading provider of refrigerants and thermal management solutions, known for brands like Freon™ and the low GWP Opteon™ line of HFO refrigerants[29][75][87] - Growth is driven by regulatory shifts towards low GWP solutions, such as the American Innovation and Manufacturing (AIM) Act in the US and the EU's F-Gas Directive[89][96] - The company is expanding its Opteon™ YF capacity at its Corpus Christi, Texas facility by approximately 40%, with mechanical completion expected in late 2024[96] - Sales exhibit seasonality, with higher demand in the first half of the year due to air conditioning needs in the northern hemisphere[4] Advanced Performance Materials Segment This segment provides high-end polymers and advanced materials for diverse, high-growth markets including electronics, transportation, and clean energy - The segment provides high-end polymers and advanced materials under brands including Teflon™, Viton™, Krytox™, and Nafion™, serving markets like electronics, transportation, and clean energy[60][80][94] - The performance solutions portfolio is expected to grow faster than GDP, driven by emerging technologies such as 5G, fuel cells, and advanced electronics[95][99] - The company is increasing capacity for Nafion™ ion exchange materials at its facility in Villers St. Paul, France, in anticipation of significant growth in the hydrogen economy[94] - Primary raw materials include chlorinated organics, hydrogen fluoride, and vinylidene fluoride, which are sourced globally from multiple suppliers under contracts typically spanning two to five years[5] Item 1A. Risk Factors The company faces significant legal, business, operational, and financial risks, including PFAS litigation, raw material price volatility, and material weaknesses in internal controls - Significant risks arise from litigation and environmental liabilities, especially concerning PFOA, PFAS, and AFFF, as well as indemnification obligations assumed from the separation from EID[142][152][153] - An internal review by the Audit Committee exposed the company to potential litigation and regulatory actions, which could adversely affect its reputation and financial results[142][186][241] - Business performance is subject to risks from intense competition, fluctuations in energy and raw material prices, and adverse currency exchange rates[143][247][258] - Operational risks include hazards from chemical manufacturing, cybersecurity incidents, and the ineffectiveness of internal controls, with four material weaknesses identified as of December 31, 2023[146][349][351] - The company's substantial indebtedness of approximately $4.0 billion as of December 31, 2023, could adversely affect its financial condition and liquidity[147][358][359] Item 1C. Cybersecurity Chemours maintains a cybersecurity program based on the NIST Framework, managed by a CISO and overseen by the Audit Committee and Board of Directors - The company's cybersecurity program is based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework and is managed by a Chief Information Security Officer (CISO)[447] - The program includes an incident response plan, employee education through annual training and phishing simulations, and assessment of third-party cybersecurity controls[449][450][451] - The Audit Committee and the Board of Directors provide oversight, regularly meeting with the CISO to review cybersecurity risks, strategies, and incident reports[457] Item 2. Properties The company operates a global network of production facilities and technical centers, with management believing its production capacity is sufficient for 2024 - The company's corporate headquarters is in Wilmington, Delaware, and it operates a global network of production facilities and technical centers, with major locations in North America, Europe, Latin America, and Asia Pacific[459][461] - Chemours maintains stand-alone technical centers in locations including Delaware, Switzerland, Mexico, and China to serve customers and provide technical support[462][465] Item 3. Legal Proceedings The company is subject to various legal proceedings, particularly concerning PFOA and PFAS, and holds indemnification obligations for its former parent, EID - The company is subject to legal proceedings related to product liability, environmental issues, and other matters, including indemnification of its former parent, EID[471] - Specific environmental proceedings include an alleged criminal offense in the Netherlands related to historical PFOA use and a Notice of Violation from the EPA for alleged TSCA violations at the Fayetteville, NC facility[472][525] PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal year 2023 saw an 11% net sales decrease to $6.0 billion and a net loss of $238 million, impacted by volume declines and significant litigation charges - An Audit Committee Internal Review found that former senior management engaged in efforts in Q4 2023 to delay vendor payments and accelerate receivables collection to meet free cash flow targets, leading to management changes[556][723][724] - Net sales for 2023 decreased by 11% to $6.0 billion, primarily due to a 13% decrease in volume, partially offset by a 2% increase in price[563][615] - Selling, general, and administrative (SG&A) expenses increased by 82% to $1.3 billion, mainly due to $764 million in litigation-related charges, including a $592 million accrual for the U.S. public water system settlement[618] Consolidated Results of Operations (2023 vs. 2022) | (Dollars in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Net sales | $6,027 | $6,794 | | Gross profit | $1,306 | $1,616 | | (Loss) income before income taxes | ($318) | $741 | | Net (loss) income attributable to Chemours | ($238) | $578 | | Diluted (loss) earnings per share | ($1.60) | $3.65 | Segment Reviews In 2023, Titanium Technologies and Advanced Performance Materials saw sales declines, while Thermal & Specialized Solutions grew due to strong Opteon™ demand Titanium Technologies Segment Performance (2023 vs. 2022) | (Dollars in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Segment net sales | $2,680 | $3,380 | | Adjusted EBITDA | $290 | $601 | | Adjusted EBITDA margin | 11% | 18% | Thermal & Specialized Solutions Segment Performance (2023 vs. 2022) | (Dollars in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Segment net sales | $1,819 | $1,680 | | Adjusted EBITDA | $685 | $603 | | Adjusted EBITDA margin | 38% | 36% | Advanced Performance Materials Segment Performance (2023 vs. 2022) | (Dollars in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Segment net sales | $1,443 | $1,618 | | Adjusted EBITDA | $273 | $367 | | Adjusted EBITDA margin | 19% | 23% | Liquidity and Capital Resources The company maintains sufficient liquidity with $1.2 billion in cash, despite an internal review revealing working capital timing actions that inflated Q4 2023 cash flow - As of December 31, 2023, the company had $1.2 billion in unrestricted cash and cash equivalents and $852 million available under its Revolving Credit Facility[722] - An internal review found that working capital timing actions increased Q4 2023 operating cash flow by an estimated $360 million, an effect expected to reverse in Q1 2024[723][727] - Significant anticipated cash payments include environmental remediation ($590 million accrued liability), debt service, and funding for legal settlements like the $592 million U.S. Public Water District agreement[813] - Capital expenditures for 2024 are expected to be approximately $400 million, up from $370 million in 2023[813][971] Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements, which reflect a net loss for 2023 and include an auditor's report identifying four material weaknesses Report of Independent Registered Public Accounting Firm The independent auditor concluded that the financial statements are fairly presented but identified four material weaknesses in internal control over financial reporting - The auditor identified four material weaknesses in internal control over financial reporting as of December 31, 2023[1255] - The material weaknesses relate to: (i) an ineffective control environment due to senior management's failure to set an appropriate tone at the top; (ii) ineffective controls over internal communication; (iii) ineffective controls for evaluating and escalating ethics hotline reports; and (iv) ineffective controls to prevent unauthorized changes to vendor master files[1255] Note 5. Net Sales Total net sales for 2023 were $6.027 billion, a decrease from 2022, with North America being the largest geographic region and Titanium Technologies the largest segment Net Sales by Segment (in millions) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Titanium Technologies | $2,680 | $3,380 | $3,355 | | Thermal & Specialized Solutions | $1,819 | $1,680 | $1,257 | | Advanced Performance Materials | $1,443 | $1,618 | $1,397 | | Other Segment | $85 | $116 | $336 | | Total net sales | $6,027 | $6,794 | $6,345 | Net Sales by Geographic Region (in millions) | Region | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | North America | $2,698 | $2,949 | $2,317 | | Asia Pacific | $1,462 | $1,787 | $1,827 | | Europe, the Middle East, and Africa | $1,193 | $1,313 | $1,412 | | Latin America | $674 | $745 | $789 | | Total net sales | $6,027 | $6,794 | $6,345 | Note 20. Debt Total debt principal increased to $4.084 billion as of December 31, 2023, following a new credit agreement to fund a major legal settlement - In August 2023, the company entered into a Restated Credit Agreement providing for a $900 million Revolving Credit Facility and new senior secured term loans, with proceeds used to prepay the prior credit agreement and fund the Water District Settlement[495][498] Debt Principal Components (in millions) | Debt Component | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Senior secured term loans | $1,524 | $1,121 | | Senior unsecured notes | $2,383 | $2,368 | | Other obligations (Finance lease, etc.) | $177 | $170 | | Total debt principal | $4,084 | $3,659 | Note 22. Commitments and Contingent Liabilities The company faces significant commitments and contingencies dominated by PFAS-related liabilities, including a major settlement for U.S. public water system claims - A binding Memorandum of Understanding (MOU) with DuPont and Corteva dictates a 50/50 cost-sharing arrangement for potential future legacy PFAS liabilities up to an aggregate of $4 billion[595][596] - In June 2023, the company, along with DuPont and Corteva, entered into a $1.185 billion settlement to resolve drinking water claims from a class of U.S. public water systems; Chemours' 50% share, $592 million, was accrued in 2023[673][674][682] - The company is a defendant in approximately 6,200 matters related to aqueous film forming foam (AFFF), most of which are consolidated in a multi-district litigation (MDL) in South Carolina[103] - Total environmental remediation liabilities were $590 million as of December 31, 2023, with the Fayetteville, NC site accounting for the largest portion at $383 million[843][849] Accrued Litigation (in millions) | Category | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Asbestos | $39 | $35 | | PFOA | $26 | $45 | | PFAS | $712 | $2 | | All other matters | $9 | $14 | | Total | $786 | $96 | Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were not effective as of year-end 2023 due to four material weaknesses - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to material weaknesses in internal control over financial reporting[1197] - Four material weaknesses were identified: (1) ineffective control environment due to senior management's failure to set an appropriate tone at the top; (2) ineffective controls related to information and communication; (3) ineffective controls for evaluating and escalating ethics hotline reports; and (4) ineffective controls over vendor master files to prevent unauthorized disbursements[1201][1204][1205] - A remediation plan is in progress, including leadership changes (new CEO and Interim CFO), enhanced training on ethics and internal controls, and improvements to the ethics hotline reporting process and vendor management controls[1208][1211] PART III Item 10. Directors, Executive Officers, and Corporate Governance Information regarding directors, the Audit Committee, and the code of ethics is incorporated by reference from the company's 2024 Proxy Statement - Information about directors, the Audit Committee, and the code of ethics is incorporated by reference from the 2024 Proxy Statement[1218][1219] Item 11. Executive Compensation Detailed information regarding executive and director compensation is incorporated by reference from the company's 2024 Proxy Statement - Information on executive compensation is incorporated by reference from the 2024 Proxy Statement[1220] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership is incorporated by reference from the 2024 Proxy Statement, with 9.5 million securities available for future issuance - As of December 31, 2023, approximately 9.5 million securities were available for future issuance under equity compensation plans approved by security holders[1221] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the company's 2024 Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement[1222] Item 14. Principal Accounting Fees and Services Information regarding accounting fees and Audit Committee policies is incorporated by reference from the company's 2024 Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement[1223] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists the consolidated financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K - This section provides an index to the consolidated financial statements and lists all exhibits filed with the Form 10-K, such as the Separation Agreement, indentures, and material contracts[1232][1234]