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United States securities and exchange commission logo
December 13, 2023
Jonathan Lock
Senior Vice President, Chief Financial Officer
Chemours Co
1007 Market Street
Wilmington, Delaware 19801
Re: Chemours Co
Form 10-K for
Fiscal Year ended December 31, 2022
Form 10-Q for
Fiscal Quarter Ended September 30, 2023
File No. 001-36794
Dear Jonathan Lock:
We have reviewed your
filings and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 64
1. We note the
introduction into your presentation of non-GAAP measures, which refers to
free cash flows (FCF)
as a performance measure. We further note the reconciliation of
FCF is from cash
provided by operating activities, a liquidity measure. As such, please
revise your disclosures
provided in accordance with Items 10(e)(1)(i)(C) and
10(e)(1)(i)(D) of
Regulation S-K to consistently characterize your presentation of FCF.
Refer to Question
102.07 of the Compliance and Disclosure Interpretations for Non-
GAAP Financial Measures
for additional guidance. Address this comment and all other
non-GAAP measure
comments in both your period and current reports, as applicable.
2. For each non-GAAP
measure presented, please present the most directly comparable
financial measure or
measures calculated and presented in accordance with US GAAP in
accordance with Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures. In this
Jonathan Lock
FirstName LastNameJonathan Lock
Chemours Co
Comapany13,
December NameChemours
2023 Co
December
Page 2 13, 2023 Page 2
FirstName LastName
regard, we note your presentation of adjusted EBITDA margin, return on
invested capital,
and net leverage ratio without presenting the comparable margin,
percentage or ratio
calculated using the most comparable US GAAP measures.
3. For your presentation of return on invested capital and net leverage
ratio using non-GAAP
measures, please revise the titles to clearly distinguish these
measures as being based on
non-GAAP measures rather than US GAAP measures. Refer to Item
10(e)(1)(ii)(E) of
Regulation S-K for guidance.
4. Please revise your reconciliation of Adjusted EBIT to begin with the
most comparable US
GAAP measure rather than another non-GAAP measure. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K and Question 102.10(b) of the Compliance and Disclosure
Interpretations
for Non-GAAP Financial Measures for guidance.
Form 10-Q for Fiscal Quarter Ended September 30, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 73
5. Please expand the footnote disclosures you provide for the adjustments
to discuss all
material components and to quantify each component discussed. For
example, footnote 5
for the litigation-related charges of $675 million for the nine-months
ended September 30,
2023, refers to litigation settlements, PFOA drinking water treatment
accruals, and related
legal fees with a reference to Note 17. However, Note 17 discloses
that $592 million was
recognized within selling, general and administrative expenses during
the nine-months
ended September 30, 2023, which leaves $83 million of the adjustment
unexplained
and/or unquantified.
6. We note that you are now referring to environmental remediation
expenses that are
adjusted as non-recurring. Please remove this characterization of this
adjustment or
explain how you were able to conclude this characterization is
appropriate given that this
is an adjustment made every period presented. Refer to Item
10(e)(1)(ii)(B) of Regulation
S-K and Question 102.03 of the Compliance and Disclosure
Interpretations for Non-
GAAP Financial Measures for guidance.
7. We note that you have included $28M for the write-off of certain raw
materials inventory
within the restructuring, asset-related and other charges adjustment
for the nine-months
ended September 30, 2023. With reference to ASC 420-10-S99-3, please
tell us your
consideration of the guidance in Question 100.01 the Compliance and
Disclosure
Interpretations for Non-GAAP Financial Measures for this portion of
the adjustment.
8. We note your presentation of adjusted free cash flows beginning in the
September 30,
2023 Form 10-Q. Please tell us how you concluded that adjusting FCFs
for PFAS
litigation settlements is consistent with the guidance in Item
10(e)(1)(ii)(A) of Regulation
S-K.
Jonathan Lock
Chemours Co
December 13, 2023
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameJonathan Lock
Division of
Corporation Finance
Comapany NameChemours Co
Office of Industrial
Applications and
December 13, 2023 Page 3 Services
FirstName LastName