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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

February 11, 2021

Date of Report (Date of Earliest Event Reported)

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-36794		46-4845564
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
Of Incorporation)		File Number)		Identification No.)

 

1007 Market Street

Wilmington, Delaware 19801

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (302) 773-1000

 

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:

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($0.01 par value)		CC		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

 

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Item 2.02Results of Operations and Financial Condition.

 

On February 11, 2021, The Chemours Company (the “Company”) issued a press release regarding its fourth quarter and full year 2020 financial results. A copy of the press release is furnished hereto as Exhibit 99.1.

 

The information furnished with this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it will not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 11, 2021, the Company issued a press release, announcing that E. Bryan Snell, who serves as the Company’s President, Titanium Technologies, will retire from the Company. The retirement will become effective after the completion of a transition period which has yet to be determined. Effective March 1, 2021, Edwin (Ed) Sparks will become President, Titanium Technologies. Mr. Sparks will also continue as President of the Chemical Solutions business, which he has led since 2018.

 

A copy of the press release is furnished hereto as Exhibit 99.2.

 

Item 8.01Other Events.

 

On February 11, 2021, the Company issued a press release, announcing leadership appointments resulting from its fourth quarter change in segment reporting structure. The change results in the bifurcation of the Company’s former Fluoroproducts segment into two standalone reportable segments: Thermal & Specialized Solutions (formerly Fluorochemicals) and Advanced Performance Materials (formerly Fluoropolymers). Effective March 1, 2021, Alisha Bellezza will become President, Thermal & Specialized Solutions, and Denise Dignam will become President, Advanced Performance Materials. At that time, Ed Sparks, who currently serves as our President, Fluoroproducts, will assume his newly appointed position as President, Titanium Technologies, as disclosed under Item 5.02 immediately above.

 

A copy of the press release is furnished hereto as Exhibit 99.2.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1Press release (earnings) dated February 11, 2021.

 

99.2Press release (leadership) dated February 11, 2021.  

 

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

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SIGNATURES

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.

 

 

THE CHEMOURS COMPANY
By:		/s/ Sameer Ralhan
		Sameer Ralhan
		Senior Vice President, Chief Financial Officer
Date:		February 11, 2021

 

 

 

EXHIBIT 99.1

 

The Chemours Company Reports Strong Fourth Quarter and Full Year 2020 Results with Solid Momentum Across Core Markets

Projects FY 2021 Adjusted EBITDA Growth of ~22%

 

WILMINGTON, Del., February 11, 2021 /PRNewswire/ -- The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions today announced its financial results for the fourth quarter and full year 2020.

 

Full Year 2020 Results & Highlights

 

 

Fourth Quarter 2020 Results & Highlights

 

 

2021 Outlook

 

 

“2020 was an unprecedented year, but I am proud of this company and the 6,500 members of our team that delivered solid results,” said Chemours President and CEO Mark Vergnano.  “Our COVID-19 response plan enabled Chemours to deliver robust Free Cash Flow as we prioritized cash and liquidity in a challenging demand environment.  As the recovery gained momentum, we were ready to safely serve our customers and delivered fourth quarter sales performance nearly equal to pre-pandemic levels.”

 

2020 Net Sales were $5.0 billion, 10% lower than the prior year.  Higher year-over-year sales in Titanium Technologies were offset by declines in Thermal & Specialized Solutions, Advanced Performance Materials and Chemicals Solutions where customer demand was significantly impacted by the COVID-19 pandemic.  

 

 

*For information on our non-GAAP financial measures, please refer to the attached "Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)"

 

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EXHIBIT 99.1

 

2020 Net Income was $219 million resulting in EPS of $1.32.  2020 Adjusted Net Income was $329 million resulting in Adjusted EPS of $1.98.  Adjusted EBITDA for 2020 was $879 million in comparison to $1,020 million in the prior year, a result of lower sales, partially offset by lower costs related to cost reductions and savings initiatives in response to the COVID-19 pandemic and structural cost reductions.

 

Fourth quarter 2020 Net Sales were $1.3 billion, 1% lower than the prior-year quarter, which included a (2%) portfolio impact from the divested MAP business. The 8% sequential sales improvement was supported by a global macro recovery that drove sales higher in Titanium Technologies, Advanced Performance Materials and Chemicals Solutions. Thermal & Specialized Solutions sales declined modestly quarter-over-quarter from typical seasonal selling patterns, as expected.  Strong sequential volume growth accounted for the majority of the fourth quarter sales performance with a partial offset from lower global average prices.  

 

Fourth quarter Net Income was $19 million, resulting in EPS of $0.11.  Adjusted Net Income was $103 million, resulting in Adjusted EPS of $0.61, up $0.05 from the prior year.  Adjusted EBITDA for the fourth quarter 2020 was $246 million in comparison to $227 million in the prior-year fourth quarter, a result of higher volume, lower cost and favorable currency impact, partially offset by lower average pricing.    

 

Titanium Technologies
Titanium Technologies (TT) segment Net Sales in the full year were $2.4 billion, a 2% increase vs. the prior year.  This was the result of 8% higher volume, primarily driven by Ti-Pure™ titanium dioxide, partially offset by 6% lower global average selling prices.  Volume increased in nearly all regions, led by EMEA.  All selling channels contributed to the annual volume growth with strong year-over-year improvement in Plastics and Laminates sales.  2020 segment Adjusted EBITDA was $510 million as compared to $505 million in the prior-year period as the impact of higher sales and cost reductions was offset by reduced global average selling price.  

 

Titanium Technologies segment Net Sales in the fourth quarter were $691 million in comparison to $610 million in the prior-year quarter. Volume increased 17% versus the prior-year fourth quarter, a result of demand recovery in the architectural coatings, laminates and plastics markets.  Global average selling prices were down 6% on a year-over-year basis largely as a result of price changes made in 2019.  Ti-Pure™ account level pricing has been largely stable across much of 2020, in-line with our TVS Strategy.  Segment Adjusted EBITDA increased by 30% to $149 million, in comparison to $115 million in the prior-year fourth quarter.  Titanium Technologies segment net sales increased 13% on a sequential basis, with Adjusted EBITDA up 16% on a sequential basis.  Sequential volume strength was driven by a continuation of demand recovery across most geographic regions and end-markets.  

 

Thermal & Specialized Solutions

Thermal & Specialized Solutions (TSS), formerly referred to as Fluorochemicals, is comprised of Opteon™ and Freon™ refrigerants, alongside several other related product categories.  TSS Net Sales in the full year were $1.1 billion, a 16% decline vs. 2019 driven by 9% lower volume and 7% lower prices.  COVID-19 significantly impacted end-market demand in the year, particularly in the automotive sector.  Sales volume rebounded in the second half of the year as the global recovery proceeded, supporting the continued Opteon™ adoption.  Full year 2020 Segment Adjusted EBITDA was $354 million vs. $398 million in 2019.  The impact of lower sales on segment profit was offset by enhanced operational performance and cost savings associated with ramp up of Opteon™ production in Corpus Christi.  

 

TSS segment Net Sales in the fourth quarter were $272 million in comparison to $290 million in the prior-year quarter.  Segment volume was flat versus the prior-year quarter, despite higher Opteon™ volume from continued adoption in stationary applications and in the auto aftermarket.  Price declined 7% versus the prior-year quarter, primarily due to contractual price adjustments for refrigerants as well as product and customer mix.  As expected, typical seasonal selling patterns led to a sequential volume decline of 4% as better Opteon™ sales volume was offset by weaker volume in other product categories.  Segment Adjusted EBITDA of $105 million increased 28% versus the prior-year quarter driven by improved cost performance from ramp up of Opteon™ production at our Corpus Christi site and enhanced operating discipline, which more than offset the impact of reduced price.  

 

 

 

 

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EXHIBIT 99.1

 

Advanced Performance Materials

Advanced Performance Materials (APM), formerly referred to as Fluoropolymers, includes the Teflon™, Viton™, Nafion™, and Krytox™ polymer platforms.  APM Net Sales in the full year were $1.1 billion, a 17% decline, driven by 15% lower volume and 2% reduced average selling price.  COVID-19 negatively impacted demand across most end-markets and geographies with select areas of demand resiliency in our more differentiated product platforms.  Full year Adjusted EBITDA of $126 million was 30% lower than 2019, primarily attributable to the impact of lower sales.  We also incurred costs associated with the temporary idling of certain of our production lines due to reduced customer demand that were partially offset by enhanced operational performance at certain of our operating facilities, our cost reductions and savings initiatives in response to the COVID-19 pandemic and structural cost reductions.  

 

APM segment Net Sales in the fourth quarter were $279 million in comparison to $324 million in the prior-year quarter.  Volume and price declined 10% and 6%, respectively, on a year-over-year basis.  Demand headwinds persisted as a result of COVID-19, but the impact moderated in the fourth quarter as the global recovery gained momentum in our key end markets.  Segment Adjusted EBITDA of $25 million decreased 29% versus the prior-year quarter primarily due to lower net sales partially offset by improved operational performance and cost reduction actions.  On a sequential basis, APM Net Sales in the fourth quarter increased by 16%, primarily driven by the delayed impact from the global recovery benefiting our product categories deep within their respective value chains.

 

Chemical Solutions
Chemical Solutions (CS) segment Net Sales in the full year were $358 million, a decrease of 33% vs. the prior year.  Volume was negatively impacted primarily by mine closures in Latin America, related to COVID-19.  Average price declined 4%, driven by market dynamics compared with the prior year.  The divesture of our MAP business in the fourth quarter of 2019 resulted in a 19% impact on a year-over-year basis.  Adjusted EBITDA was $73 million in comparison to $80 million in the prior year.

 

Chemical Solutions segment Net Sales in the fourth quarter were $95 million, 26% lower vs. the prior year.  Prices and volume were both lower vs. the prior-year quarter, but on a sequential basis, volume increased substantially as Mining Solutions sales strengthened into year-end and Glycolic Acid market demand remained robust.  The divesture of our MAP business in the fourth quarter of 2019 resulted in a 21% impact on a year-over-year basis.  Adjusted EBITDA was $28 million in comparison to $25 million in the prior-year quarter, driven by higher licensing income.  

 

Corporate and Other
Corporate and Other represented a $184 million cost included in Adjusted EBITDA for the full year 2020 in comparison to a $143 million offset in the prior year, primarily attributable to $23 million of higher costs associated with legacy environmental remediation matters and $10 million of higher costs associated with legacy legal matters. Corporate and Other in the fourth quarter 2020 represented a $61 million offset to Adjusted EBITDA vs. $30 million in the prior-year quarter, primarily driven by aforementioned legacy environmental remediation and legal matters.

 

Liquidity
As of December 31, 2020, consolidated gross debt was $4.1 billion. Debt, net of $1.1 billion cash, was $3.0 billion, resulting in a net leverage ratio of approximately 3.4 times on a trailing twelve-month Adjusted EBITDA basis.  Total liquidity was $1.8 billion.

 

For the full-year 2020, cash provided by operating activities was $807 million, versus $650 million in 2019. Capital expenditures for 2020 were $267 million in comparison to $481 million in full-year 2019. Full-year 2020 Free Cash Flow was $540 million versus the prior-year Free Cash Flow of $169 million in 2019.  

 

Cash provided by operating activities for the fourth quarter of 2020 was $353 million. Capital expenditures for the fourth quarter 2020 were $53 million.  Free Cash Flow for the fourth quarter 2020 was $300 million vs. the prior-year quarter of $304 million, a decline of $4 million.

 

As previously announced, during the fourth quarter the company completed a private offering of $800 million in aggregate principal amount of 5.750% senior unsecured notes due 2028.  The proceeds of the offering together with cash on hand were used to fund the purchase price and accrued and unpaid interest for all remaining outstanding 6.625% senior notes due 2023.

 

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EXHIBIT 99.1

 

Outlook

The company expects to deliver 2021 Adjusted EBITDA within a range of $1.0 to $1.15 billion.  Capital expenditures are expected to be approximately $350 million, with Free Cash Flow of greater than $350 million.  The company expects to deliver Adjusted EPS of between $2.40 and $3.12.

 

Mr. Vergnano concluded: "We ended 2020 with solid momentum as the global recovery boosted demand in our key end-markets.  Our outlook strikes a balance between the recovery and the natural uncertainty in the progression of the global COVID-19 pandemic.  Our teams have prepared for this moment.  Since spin we have transformed the company to be more resilient and have invested behind key growth strategies.  Looking ahead I strongly believe that we are ready to capitalize on our strategic transformation and create value for all of our stakeholders.”

 

Conference Call
As previously announced, Chemours will hold a conference call and webcast on Friday, February 12, 2021 at 8:30 AM EST. The webcast and additional presentation materials can be accessed by visiting the Events & Presentations page of Chemours' investor website, investors.chemours.com. A webcast replay of the conference call will be available on the Chemours’ investor website.

 

About The Chemours Company
The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration, and air conditioning, transportation, semiconductor and consumer electronics, general industrial, mining and oil and gas.  Our flagship products include prominent brands such as Ti-Pure™, Opteon™, Freon™, Teflon™, Viton™, Nafion™, and Krytox™. In 2019, Chemours was named to Newsweek’s list of America’s Most Responsible Companies. The company has approximately 6,500 employees and 30 manufacturing sites serving approximately 3,300 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

 

For more information, we invite you to visit chemours.com or follow us on Twitter @Chemours or LinkedIn. 

 

Non-GAAP Financial Measures
We prepare our financial statements in accordance with Generally Accepted Accounting Principles (GAAP). Within this press release, we may make reference to Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Effective Tax Rate, Return on Invested Capital and Net Leverage Ratio which are non-GAAP financial measures. The company includes these non-GAAP financial measures because management believes they are useful to investors in that they provide for greater transparency with respect to supplemental information used by management in its financial and operational decision making.

 

Management uses Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Effective Tax Rate, Return on Invested Capital and Net Leverage Ratio to evaluate the company's performance excluding the impact of certain noncash charges and other special items which we expect to be infrequent in occurrence in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

 

Accordingly, the company believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing the company's operating performance and underlying prospects. This analysis should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. This analysis, as well as the other information in this press release, should be read in conjunction with the company's financial statements and footnotes contained in the documents that the company files with the U.S. Securities and Exchange Commission. The non-GAAP financial measures used by the company in this press release may be different from the methods used by other companies. For more information on the non-GAAP financial measures, please refer to the attached schedules or the table, "Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures" and materials posted to the company's website at investors.chemours.com.

 

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EXHIBIT 99.1

 

Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, anticipated future operating and financial performance for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours' control. In addition, the current COVID-19 pandemic has significantly impacted the national and global economy and commodity and financial markets, which has had and we expect will continue to have a negative impact on our financial results. The full extent and impact of the pandemic is unknown and to date has included extreme volatility in financial and commodity markets, a significant slowdown in economic activity, and increased predictions of a global recession. The public and private sector response has led to significant restrictions on travel, temporary business closures, quarantines, stock market volatility, and a general reduction in consumer and commercial activity globally. Matters outside our control have affected our business and operations and may or may continue to limit travel of employees to our business units domestically and internationally, adversely affect the health and welfare of our personnel, significantly reduce the demand for our products, hinder our ability to provide goods and services to customers, cause disruptions in our supply chains, adversely affect our business partners or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2020. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

CONTACT:

 

INVESTORS 
Jonathan Lock 
VP, Corporate Development and Investor Relations 
+1.302.773.2263 
investor@chemours.com 

 

NEWS MEDIA 
Thomas Sueta
Director, Corporate Communications
+1.302.773.3903
media@chemours.com

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Consolidated Statements of Operations (Unaudited)

(Dollars in millions, except per share amounts)

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Consolidated Balance Sheets (Unaudited)

(Dollars in millions, except per share amounts)

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)

 

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Segment Financial and Operating Data (Unaudited)

(Dollars in millions)

 

 

 

 

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Segment Financial and Operating Data (Unaudited)

(Dollars in millions)

 

 

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions)

 

Adjusted EBITDA and Adjusted Net Income to GAAP Net Income Reconciliation

 

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is defined as income (loss) before income taxes, excluding the following items: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension (income) costs excluding the service cost component; exchange (gains) losses included in other income (expense), net; restructuring, asset-related, and other charges; (gains) losses on sales of businesses or assets; and, other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently. Adjusted Net Income is defined as net income (loss) attributable to Chemours, adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts.

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions, except per share amounts)

 

Adjusted Earnings per Share to GAAP Earnings per Share Reconciliation

 

Adjusted earnings per share (“EPS”) is calculated by dividing Adjusted Net Income by the weighted-average number of common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Diluted Adjusted EPS considers the impact of potentially-dilutive securities, except in periods in which there is a loss because the inclusion of the potentially-dilutive securities would have an anti-dilutive effect.

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions, except per share amounts)

 

2021 Estimated Adjusted EBITDA and Estimated Adjusted EPS to Estimated GAAP Net Income Reconciliation (*)

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions)

 

Free Cash Flows to GAAP Cash Flow Provided by Operating Activities Reconciliation

 

Free Cash Flows is defined as cash flows provided by (used for) operating activities, less purchases of property, plant, and equipment as shown in the consolidated statements of cash flows.

 

 

 

2021 Estimated Free Cash Flow to GAAP Cash Flow Provided by Operating Activities Reconciliation (*)

 

 

 

Return on Invested Capital Reconciliation

 

Return on Invested Capital (“ROIC”) is defined as Adjusted EBITDA, less depreciation and amortization (“Adjusted EBIT”), divided by the average of invested capital, which amounts to net debt, or debt less cash and cash equivalents, plus equity.

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions)

 

Net Leverage Ratio Reconciliation

 

Net Leverage Ratio is defined as our total debt principal, net, or our total debt principal outstanding less cash and cash equivalents, divided by Adjusted EBITDA.

 

 

 

EXHIBIT 99.2

 

 

Chemours Announces Two New Segments – Thermal & Specialized Solutions and Advanced Performance Materials – from Division of Fluoroproducts Segment

 

and drive growth through investments in innovation aligned with customer priorities

 

Wilmington, DEL., February 11, 2021 – The Chemours Company (Chemours or the Company) (NYSE: CC), a global chemistry company, today announced that, during the fourth quarter of 2020, the Company divided its former Fluoroproducts segment into two new reportable segments: Thermal & Specialized Solutions (“TSS”, formerly Fluorochemicals) and Advanced Performance Materials (“APM”, formerly Fluoropolymers).

 

This change will enable an enhanced customer centered approach, management focus and decision-making, strengthened resource allocation, and increased transparency and accountability. Each business will be empowered to maximize its full potential through continued investments in innovation and technology that build on Chemours’ unmatched expertise across both unique product portfolios, leading to strong long-term customer and shareholder value.

 

Accordingly, new leadership has been appointed to lead the TSS and APM segments and unlock the value in these businesses. Alisha Bellezza, current Vice President, Fluorochemicals, has been appointed President of TSS. Denise Dignam, current Vice President, Fluoropolymers, has been appointed President of APM. Edwin (Ed) Sparks, currently President of Fluoroproducts, will become President of the Titanium Technologies business upon the retirement of Bryan Snell. Each of these appointments will be effective March 1, 2021.

 

“Our Fluoroproducts business includes two highly customer-centered units that serve distinctly different customers with very specific needs. The decision to divide these new segments will allow us to capitalize on the unique market opportunities addressed by solutions from both units, while creating new growth opportunities for our customers,” said Mark Newman, Chief Operating Officer. “This evolution in approach also accelerates our ability to continue to build a broad portfolio of high-performing advanced materials that will continue to drive innovation for technologies and markets that people around the world interact with every day.”

 

Historical segment information in our Annual Report on Form 10-K, expected to be filed with the SEC on February 12, 2021, will be recast to conform to the current segment structure.

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EXHIBIT 99.2

 

 

Division of Fluoroproducts Segment

 

Thermal & Specialized Solutions (“TSS”)

 

Chemours’ current fluorochemicals reporting unit will become the new TSS segment. This business sits at the intersection of chemistry, physics and design, making it a leading provider of innovations and high-performance products.  Society needs solutions which enable technological progress and environmental sustainability.  Our TSS segment has been at the forefront of solutions to solve these problems – having invented the category nearly a century ago with Freon. Today, our Opteon™ portfolio sets the bar for more sustainable thermal management solutions – and we continue to expand and create new, sustainable solutions for today and future industry needs.  

 

Alisha Bellezza, newly appointed president of Thermal & Specialized Solutions, will also become a member of the Chemours Executive Team, effective March 1, 2021. She was appointed to lead the fluorochemicals business in July 2020. She is a strong and accomplished leader who has held multiple roles within and outside of the company. Prior to joining fluorochemicals, she served as Vice President, Global Sales, Commercial Operations & Supply Chain in Titanium Technologies, and led the commercial execution of the Ti-Pure™ Value Stabilization strategy (TVS), including the launch of Ti-Pure™ Flex. She previously was Vice President and Treasurer and led the company’s Investor Relations function. Bellezza has a background in economics, finance and strategy, and brings over two decades of finance and industry experience to her new role.

 

Advanced Performance Materials (“APM”)

 

Chemours’ current fluoropolymers reporting unit will become the new APM segment. The business will continue to deliver a large portfolio of high-performance materials, including fluoropolymers that have the highest performance envelope in their respective categories – from thermal stability, to friction management, to unique di-electric and chemical properties.  APM products are specified into a broad range of markets and end uses. Flagship and industry-leading brands under this business include:

 

 

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EXHIBIT 99.2

 

 

Upon assuming her new role on March 1, 2021, Denise Dignam, president of Advanced Performance Materials, will become a member of Chemours Executive Team. She was appointed to lead the fluoropolymers business in November 2020 after demonstrating proven leadership across multiple areas including significant experience in commercialization, sales and marketing, strategy, supply chain and operations. Dignam previously led the restructuring of manufacturing as Vice President, Fluoroproducts Operations, and served as North American business leader for fluoropolymers and global business leader for Nafion^TM and Krytox^TM portfolios. A chemical engineer by training, she brings over 30-years of chemical industry experience to her new position.

 

“We are excited to have two high caliber industry experts like Alisha and Denise step into these important leadership roles to help us meet the evolving needs of our customers and deliver the next chapter of our continued growth and evolution,” said Mark Vergnano, President and CEO.

 

Leadership Change for Titanium Technologies

 

Effective March 1, 2021, Edwin (Ed) Sparks will become President, Titanium Technologies. Sparks will also continue as President of the Chemical Solutions business, which he has led since 2018. He started his career at DuPont working at the New Johnsonville Titanium Technologies manufacturing facility. For over 25 years, he held positions of increasing responsibility across that company in strategy, sales, operations, technology and process development. He also previously led the North American and Asia Pacific regions of the Titanium Technologies business. After successfully leading a strategic turnaround of the Chemical Solutions business, Sparks has spent 18-months as president of Fluoroproducts where he introduced a new organization structure, significant improvements in plant operations, cost rationalization, and business continuity throughout the COVID-19 pandemic.

 

Sparks replaces E. Bryan Snell who will retire after an impressive 42-year career in the chemical industry with DuPont and Chemours. Snell is widely known across the globe for his deep knowledge of the minerals business and expertise in titanium dioxide. He has led Chemours’ Titanium Technologies business since its creation in 2015 and during his tenure as president, he and his team significantly improved the business’s manufacturing capabilities, increased internal minerals supply capacity, enhanced product offerings and go-to-market approaches, including Chemours’ Ti-Pure™ Value Stabilization and Flex Portal strategies.

 

“Bryan’s leadership has left an indelible mark on Chemours and his contribution to the company is immeasurable. His unparalleled professionalism and insight from our early beginnings as a new company and over the past five years has helped propel the success of our Titanium Technologies business and position it for future growth,” said Mark Vergnano. “That two of our three new business unit presidents worked beside and learned from Bryan in Titanium Technologies is a testament to the fact that Bryan’s contribution to Chemours will be felt for many years to come.”

 

Vergnano continued, “Our Titanium Technologies business will have another proven leader at its helm. Ed has a proven track record of success in myriad roles.  His business acumen, solutions orientation and customer focus make him the ideal person to lead the organization through its next, successful chapter.”

 

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About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration, and air conditioning, transportation, semiconductor and consumer electronics, general industrial, mining and oil and gas.  Our flagship products include prominent brands such as Ti-Pure™, Opteon™, Freon™, Nafion™, Krytox™, Teflon™, and Viton™ . In 2019, Chemours was named to Newsweek’s list of America’s Most Responsible Companies. The company has approximately 6,500 employees and 30 manufacturing sites serving approximately 3,300 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

 

For more information, we invite you to visit chemours.com or follow us on Twitter @Chemours or LinkedIn.  

 

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, anticipated future operating and financial performance for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours' control. In addition, the current COVID-19 pandemic has significantly impacted the national and global economy and commodity and financial markets, which has had and we expect will continue to have a negative impact on our financial results. The full extent and impact of the pandemic is unknown and to date has included extreme volatility in financial and commodity markets, a significant slowdown in economic activity, and increased predictions of a global recession. The public and private sector response has led to significant restrictions on travel, temporary business closures, quarantines, stock market volatility, and a general reduction in consumer and commercial activity globally. Matters outside our control have affected our business and operations and may or may continue to limit

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EXHIBIT 99.2

 

travel of employees to our business units domestically and internationally, adversely affect the health and welfare of our personnel, significantly reduce the demand for our products, hinder our ability to provide goods and services to customers, cause disruptions in our supply chains, adversely affect our business partners or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2020. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

 

CONTACT:

 

INVESTORS 

Jonathan Lock 

VP, Corporate Development and Investor Relations 

+1.302.773.2263 

investor@chemours.com 

 

NEWS MEDIA 

Thomas Sueta

Director, Corporate Communications

+1.302.773.3903

media@chemours.com