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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-4845564
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(State or other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
x
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Smaller reporting company
o
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Page
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Item 1.
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
Three months ended
|
|
Nine months ended
|
|
||||||||||||
|
September 30,
|
|
September 30,
|
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Net sales
|
$
|
1,486
|
|
|
$
|
1,632
|
|
|
$
|
4,357
|
|
|
$
|
4,883
|
|
|
Cost of goods sold
|
1,222
|
|
|
1,273
|
|
|
3,615
|
|
|
3,824
|
|
|
||||
Gross profit
|
264
|
|
|
359
|
|
|
742
|
|
|
1,059
|
|
|
||||
Selling, general and administrative expense
|
157
|
|
|
176
|
|
|
481
|
|
|
532
|
|
|
||||
Research and development expense
|
18
|
|
|
33
|
|
|
68
|
|
|
110
|
|
|
||||
Employee separation and asset related charges, net
|
184
|
|
|
—
|
|
|
245
|
|
|
21
|
|
|
||||
Goodwill impairment
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
||||
Total expenses
|
384
|
|
|
209
|
|
|
819
|
|
|
663
|
|
|
||||
Equity in earnings of affiliates
|
7
|
|
|
6
|
|
|
18
|
|
|
18
|
|
|
||||
Interest expense
|
(51
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
||||
Other income, net
|
57
|
|
|
(13
|
)
|
|
71
|
|
|
16
|
|
|
||||
(Loss) income before income taxes
|
(107
|
)
|
|
143
|
|
|
(67
|
)
|
|
430
|
|
|
||||
(Benefit from) provision for income taxes
|
(78
|
)
|
|
35
|
|
|
(63
|
)
|
|
108
|
|
|
||||
Net (loss) income
|
(29
|
)
|
|
108
|
|
|
(4
|
)
|
|
322
|
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(29
|
)
|
|
$
|
107
|
|
|
$
|
(4
|
)
|
|
$
|
321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per share data
|
|
|
|
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|
|
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|
|
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|
||||
Basic (loss) earnings per share of common stock
|
$
|
(0.16
|
)
|
|
$
|
0.59
|
|
1
|
$
|
(0.02
|
)
|
|
$
|
1.77
|
|
1
|
Diluted (loss) earnings per share of common stock
|
$
|
(0.16
|
)
|
|
$
|
0.59
|
|
1
|
$
|
(0.02
|
)
|
|
$
|
1.77
|
|
1
|
Dividends per share of common stock
|
$
|
0.03
|
|
|
$
|
—
|
|
|
$
|
0.58
|
|
|
$
|
—
|
|
|
|
Three months ended September 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net (loss) income
|
$
|
(107
|
)
|
|
$
|
78
|
|
|
$
|
(29
|
)
|
|
$
|
143
|
|
|
$
|
(35
|
)
|
|
$
|
108
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustments
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss)
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service benefit
|
17
|
|
|
(2
|
)
|
|
15
|
|
|
|
|
|
|
|
|||||||||
Effect of foreign exchange rates
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassifications to net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of loss
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
23
|
|
|
(4
|
)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
(29
|
)
|
|
(4
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income
|
(136
|
)
|
|
74
|
|
|
(62
|
)
|
|
143
|
|
|
(35
|
)
|
|
108
|
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income attributable to Chemours
|
$
|
(136
|
)
|
|
$
|
74
|
|
|
$
|
(62
|
)
|
|
$
|
143
|
|
|
$
|
(35
|
)
|
|
$
|
108
|
|
|
Nine months ended September 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net (loss) income
|
$
|
(67
|
)
|
|
$
|
63
|
|
|
$
|
(4
|
)
|
|
$
|
430
|
|
|
$
|
(108
|
)
|
|
$
|
322
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustments
|
(286
|
)
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service benefit
|
17
|
|
|
(2
|
)
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
27
|
|
|
(7
|
)
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassifications to net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of loss
|
11
|
|
|
(2
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
58
|
|
|
(11
|
)
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
(228
|
)
|
|
(11
|
)
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income
|
(295
|
)
|
|
52
|
|
|
(243
|
)
|
|
430
|
|
|
(108
|
)
|
|
322
|
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Comprehensive (loss) income attributable to Chemours
|
$
|
(295
|
)
|
|
$
|
52
|
|
|
$
|
(243
|
)
|
|
$
|
431
|
|
|
$
|
(108
|
)
|
|
$
|
323
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
||||
Cash
|
$
|
215
|
|
|
$
|
—
|
|
Accounts and notes receivable - trade, net
|
1,102
|
|
|
846
|
|
||
Inventories
|
993
|
|
|
1,052
|
|
||
Prepaid expenses and other
|
120
|
|
|
43
|
|
||
Deferred income taxes
|
51
|
|
|
21
|
|
||
Total current assets
|
2,481
|
|
|
1,962
|
|
||
Property, plant and equipment
|
9,043
|
|
|
9,282
|
|
||
Less: Accumulated depreciation
|
(5,873
|
)
|
|
(5,974
|
)
|
||
Net property, plant and equipment
|
3,170
|
|
|
3,308
|
|
||
Goodwill
|
169
|
|
|
198
|
|
||
Intangible assets, net
|
11
|
|
|
11
|
|
||
Investments in affiliates
|
154
|
|
|
124
|
|
||
Other assets
|
466
|
|
|
375
|
|
||
Total assets
|
$
|
6,451
|
|
|
$
|
5,978
|
|
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,009
|
|
|
$
|
1,046
|
|
Current maturities of long-term debt
|
38
|
|
|
—
|
|
||
Deferred income taxes
|
14
|
|
|
9
|
|
||
Other accrued liabilities
|
444
|
|
|
352
|
|
||
Total current liabilities
|
1,505
|
|
|
1,407
|
|
||
Long-term debt
|
3,924
|
|
|
—
|
|
||
Other liabilities
|
553
|
|
|
464
|
|
||
Deferred income taxes
|
379
|
|
|
434
|
|
||
Total liabilities
|
6,361
|
|
|
2,305
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
||
Common stock (par value $.01 per share; 180,968,795 shares issued and outstanding as of September 30, 2015)
|
2
|
|
|
—
|
|
||
Additional paid in capital
|
645
|
|
|
—
|
|
||
DuPont Company Net Investment, prior to separation
|
—
|
|
|
3,650
|
|
||
Retained (deficit) earnings
|
(30
|
)
|
|
—
|
|
||
Accumulated other comprehensive (loss) income
|
(531
|
)
|
|
19
|
|
||
Total Chemours stockholders' equity
|
86
|
|
|
3,669
|
|
||
Noncontrolling interests
|
4
|
|
|
4
|
|
||
Total equity
|
90
|
|
|
3,673
|
|
||
Total liabilities and equity
|
$
|
6,451
|
|
|
$
|
5,978
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
DuPont Company Net Investment
|
|
Additional Paid In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Retained Deficit
|
|
Total
|
|||||||||||||||
Balance at
January 1, 2014
|
|
—
|
|
|
—
|
|
|
$
|
3,195
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3,217
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|||||||
Net transfers from DuPont
|
|
—
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|||||||
Balance at
September 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
$
|
3,882
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at
January 1, 2015
|
|
—
|
|
|
$
|
—
|
|
|
$
|
3,650
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
3,673
|
|
Net income
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(4
|
)
|
|||||||
Issuance of Common Stock at separation
|
|
180,966,833
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common Stock issued - compensation plans
|
|
1,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Establishment of pension plans, net and related accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|||||||
Dividend declared
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||||||
Non-cash debt exchange
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
|||||||
Cash provided at separation by DuPont
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|||||||
Elimination of predecessor balances
|
|
—
|
|
|
—
|
|
|
(3,583
|
)
|
|
643
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(2,940
|
)
|
|||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|||||||
Pension, net of tax benefit of $11
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||||
Stock based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
8
|
|
|||||||
Balance at September 30, 2015
|
|
180,968,795
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
645
|
|
|
$
|
(531
|
)
|
|
$
|
4
|
|
|
$
|
(30
|
)
|
|
$
|
90
|
|
|
Nine months ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
||||
Net (loss) income
|
$
|
(4
|
)
|
|
$
|
322
|
|
Adjustments to reconcile net (loss) income to cash used for operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
201
|
|
|
185
|
|
||
Other operating charges and credits, net
|
22
|
|
|
6
|
|
||
Equity in earnings of affiliates, net of dividends received of $0 and $1
|
(18
|
)
|
|
(13
|
)
|
||
Deferred tax benefit
|
(86
|
)
|
|
(26
|
)
|
||
Asset related charges
|
191
|
|
|
—
|
|
||
Increase in operating assets:
|
|
|
|
||||
Accounts and notes receivable - trade, net
|
(250
|
)
|
|
(189
|
)
|
||
Inventories and other operating assets
|
(29
|
)
|
|
(6
|
)
|
||
Decrease in operating liabilities:
|
|
|
|
||||
Accounts payable and other operating liabilities
|
(147
|
)
|
|
(266
|
)
|
||
Cash (used for) provided by operating activities
|
(120
|
)
|
|
13
|
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(392
|
)
|
|
(404
|
)
|
||
Proceeds from sales of assets, net
|
8
|
|
|
27
|
|
||
Foreign exchange contract settlements
|
61
|
|
|
—
|
|
||
Investment in affiliates
|
(32
|
)
|
|
—
|
|
||
Cash used for investing activities
|
(355
|
)
|
|
(377
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from issuance of debt, net
|
3,490
|
|
|
—
|
|
||
Debt repayments
|
(6
|
)
|
|
—
|
|
||
Dividends paid
|
(100
|
)
|
|
—
|
|
||
Debt issuance costs
|
(79
|
)
|
|
—
|
|
||
Payments of long-term capital lease obligations
|
—
|
|
|
(1
|
)
|
||
Cash provided at separation by DuPont
|
247
|
|
|
—
|
|
||
Net transfers (to) from DuPont
|
(2,857
|
)
|
|
365
|
|
||
Cash provided by financing activities
|
695
|
|
|
364
|
|
||
Effect of exchange rate changes on cash
|
$
|
(5
|
)
|
|
$
|
—
|
|
Increase in cash
|
$
|
215
|
|
|
$
|
—
|
|
Cash at beginning of period
|
—
|
|
|
—
|
|
||
Cash at end of period
|
$
|
215
|
|
|
$
|
—
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Change in property, plant and equipment included in accounts payable
|
$
|
(42
|
)
|
|
$
|
(11
|
)
|
Selling Segment
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Titanium Technologies
|
$
|
—
|
|
1
|
$
|
1
|
|
|
$
|
2
|
|
1
|
$
|
1
|
|
Fluoroproducts
|
—
|
|
1
|
10
|
|
|
34
|
|
1
|
34
|
|
||||
Chemical Solutions
|
—
|
|
1
|
14
|
|
|
21
|
|
1
|
55
|
|
||||
Total
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
57
|
|
|
$
|
90
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Selling, general and administrative expense
|
$
|
—
|
|
1
|
$
|
105
|
|
|
$
|
205
|
|
1
|
|
$
|
318
|
|
Research and development expense
|
—
|
|
1
|
8
|
|
|
10
|
|
1
|
|
35
|
|
||||
Cost of goods sold
|
—
|
|
1
|
8
|
|
|
23
|
|
1
|
|
25
|
|
||||
Total
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
238
|
|
|
$
|
378
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Employee Separation Charges
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
21
|
|
Asset Related Charges - Restructuring
|
|
122
|
|
|
—
|
|
|
122
|
|
|
—
|
|
||||
Asset Related Charges - Impairment
1
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Total
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
245
|
|
|
$
|
21
|
|
For the three months ended
September 30, 2015
|
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Total
|
|
||||
Titanium Technologies Plant Closures
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
Fluoroproducts Restructuring
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
PP&E impairment
1
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|
2015 Restructuring
|
|
1
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
Total
|
|
127
|
|
|
11
|
|
|
46
|
|
|
184
|
|
|
For the nine months ended
September 30, 2015 |
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Total
|
|
||||
Titanium Technologies Plant Closures
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
Fluoroproducts Restructuring
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
PP&E impairment
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|
2015 Restructuring
|
|
24
|
|
|
26
|
|
|
14
|
|
|
64
|
|
1
|
Total
|
|
150
|
|
|
36
|
|
|
59
|
|
|
245
|
|
|
For the nine months ended
September 30, 2014 |
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Total
|
||||||||
2014 Restructuring
|
$
|
3
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
|
Titanium Technologies Site Closures
|
|
Fluoroproducts
|
|
2015 Restructuring
|
|
2014 Restructuring
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Charges to income for the nine months ended September 30, 2015
|
|
12
|
|
|
2
|
|
|
64
|
|
|
—
|
|
|
78
|
|
|||||
Charges to liability accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments
1
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(11
|
)
|
|
(34
|
)
|
|||||
Net currency translation adjustment
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of September 30, 2015
|
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
41
|
|
|
$
|
1
|
|
|
$
|
56
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Leasing, contract services and miscellaneous income
1
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
14
|
|
|
$
|
11
|
|
Royalty income
2
|
3
|
|
|
13
|
|
|
10
|
|
|
22
|
|
||||
Gain on sale of assets and businesses
3
|
—
|
|
|
1
|
|
|
—
|
|
|
12
|
|
||||
Exchange gains (losses), net
4
|
44
|
|
|
(33
|
)
|
|
47
|
|
|
(29
|
)
|
||||
Total other income, net
|
$
|
57
|
|
|
$
|
(13
|
)
|
|
$
|
71
|
|
|
$
|
16
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Chemours
|
|
$
|
(29
|
)
|
|
$
|
107
|
|
1
|
$
|
(4
|
)
|
|
$
|
321
|
|
1
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding- Basic
|
|
180,968,049
|
|
|
180,966,833
|
|
|
180,968,049
|
|
|
180,966,833
|
|
|
||||
Dilutive effect of the company's employee compensation plans
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Weighted average number of common shares outstanding - Diluted
|
|
180,968,049
|
|
|
180,966,833
|
|
|
180,968,049
|
|
|
180,966,833
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Average number of stock options
|
|
8,401,821
|
|
|
—
|
|
|
8,401,821
|
|
|
—
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Accounts receivable—trade, net
1
|
|
$
|
969
|
|
|
$
|
746
|
|
VAT, GST and other taxes
2
|
|
88
|
|
|
62
|
|
||
Advances and deposits
|
|
13
|
|
|
15
|
|
||
Leases receivable—current
|
|
13
|
|
|
12
|
|
||
Notes receivable—trade
3
|
|
19
|
|
|
11
|
|
||
Total
|
|
$
|
1,102
|
|
|
$
|
846
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Finished products
|
$
|
662
|
|
|
$
|
611
|
|
Semi-finished products
|
186
|
|
|
173
|
|
||
Raw materials, stores and supplies
|
395
|
|
|
521
|
|
||
Subtotal
|
1,243
|
|
|
1,305
|
|
||
Adjustment of inventories to a last-in, first-out (LIFO) basis
|
(250
|
)
|
|
(253
|
)
|
||
Total
|
$
|
993
|
|
|
$
|
1,052
|
|
|
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
13
|
|
|
$
|
85
|
|
|
$
|
100
|
|
|
$
|
198
|
|
Impairment charge
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
||||
Other adjustments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Balance as of September 30, 2015
|
|
$
|
13
|
|
|
$
|
85
|
|
|
$
|
71
|
|
|
$
|
169
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Customer lists
|
$
|
20
|
|
|
$
|
(17
|
)
|
|
$
|
3
|
|
|
$
|
19
|
|
|
$
|
(16
|
)
|
|
$
|
3
|
|
Patents
|
20
|
|
|
(17
|
)
|
|
3
|
|
|
20
|
|
|
(16
|
)
|
|
4
|
|
||||||
Purchased trademarks
|
18
|
|
|
(15
|
)
|
|
3
|
|
|
18
|
|
|
(14
|
)
|
|
4
|
|
||||||
Purchased and licensed technology
|
20
|
|
|
(18
|
)
|
|
2
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
||||||
Total
|
$
|
78
|
|
|
$
|
(67
|
)
|
|
$
|
11
|
|
|
$
|
74
|
|
|
$
|
(63
|
)
|
|
$
|
11
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Leases receivable - non-current
1
|
|
$
|
128
|
|
|
$
|
137
|
|
Capitalized repair and maintenance costs
|
|
133
|
|
|
185
|
|
||
Pension assets
2
|
|
132
|
|
|
—
|
|
||
Advances and deposits
|
|
4
|
|
|
17
|
|
||
Deferred income taxes - non-current
|
|
30
|
|
|
9
|
|
||
Miscellaneous
3
|
|
39
|
|
|
27
|
|
||
Total
|
|
$
|
466
|
|
|
$
|
375
|
|
|
|
September 30, 2015
|
||
Long-term debt:
|
|
|
||
Senior secured term loan, net of issue discount
|
|
$
|
1,489
|
|
Senior unsecured notes:
|
|
|
||
6.625%, due May 2023
|
|
1,350
|
|
|
7.00%, due May 2025
|
|
750
|
|
|
6.125%, due May 2023 (€360)
|
|
403
|
|
|
Other
|
|
26
|
|
|
Total
|
|
4,018
|
|
|
Less: Unamortized debt issuance costs
|
|
56
|
|
|
Less: Current maturities
|
|
38
|
|
|
Total long-term debt
|
|
$
|
3,924
|
|
|
|
Fair Value Using Level 2 Inputs
|
||||||
|
Balance Sheet Location
|
September 30, 2015
|
|
December 31, 2014
|
||||
Asset derivatives:
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accounts and notes receivable - trade, net
|
$
|
9
|
|
|
$
|
—
|
|
Total asset derivatives
|
|
$
|
9
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Liability derivatives
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other accrued liabilities
|
$
|
3
|
|
|
$
|
—
|
|
Total liability derivatives
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Plan Name
|
|
EIN / Pension Number
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
DuPont Pension and Retirement Plan (U.S.)
|
|
51-0014090/001
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
48
|
|
|
$
|
38
|
|
All other U.S. and non-U.S. Plans
|
|
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
2
|
|
Pension Benefits
|
|
September 30, 2015
|
||
Net loss
|
|
$
|
362
|
|
Prior service cost
|
|
(8
|
)
|
|
Total amount recognized in accumulated other comprehensive (loss) income
|
|
$
|
354
|
|
Pension Benefits
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Components of net periodic pension cost:
|
|
|
|
|
||||
Net periodic benefit (credit) cost:
|
|
|
|
|
||||
Service cost
|
|
$
|
5
|
|
|
$
|
11
|
|
Interest cost
|
|
5
|
|
|
14
|
|
||
Expected return on plan assets
|
|
(21
|
)
|
|
(61
|
)
|
||
Amortization of loss
|
|
1
|
|
|
8
|
|
||
Amortization of prior service cost
|
|
4
|
|
|
6
|
|
||
Net periodic benefit (credit) cost
|
|
$
|
(6
|
)
|
|
$
|
(22
|
)
|
Weighted average assumptions used to determine benefit obligations as of January 1, 2015 and benefit cost for the nine months ended September 30, 2015
|
|
Pension Benefit Obligations at January 1, 2015
|
|
Benefits Cost for the nine months ended September 30, 2015
|
||||
Discount rate
|
|
2
|
%
|
|
3
|
%
|
||
Expected return on plan assets
|
|
7
|
%
|
|
7
|
%
|
||
Rate of compensation increase
1
|
|
4
|
%
|
|
4
|
%
|
|
January 1, 2015
|
|
U.S. equity securities
|
25
|
%
|
Non-U.S.equity securities
|
25
|
%
|
Fixed income securities
|
50
|
%
|
Total
|
100
|
%
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Asset Category:
|
|
|
|
|
|
||||||
Debt - government issued
|
$
|
553
|
|
|
$
|
24
|
|
|
$
|
529
|
|
Debt - corporate issued
|
150
|
|
|
52
|
|
|
98
|
|
|||
Debt - asset backed
|
38
|
|
|
3
|
|
|
35
|
|
|||
U.S. and non U.S. equities
|
538
|
|
|
52
|
|
|
486
|
|
|||
Derivatives - asset position
|
33
|
|
|
—
|
|
|
33
|
|
|||
Derivatives - liability position
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Other
|
5
|
|
|
2
|
|
|
3
|
|
|||
|
1,305
|
|
|
$
|
133
|
|
|
$
|
1,172
|
|
|
Pension trust payables
1
|
(17
|
)
|
|
|
|
|
|||||
Total
|
$
|
1,288
|
|
|
|
|
|
Year ended December 31,
|
|
Benefits
|
|||
Remainder of 2015
|
|
$
|
10
|
|
|
2016
|
|
44
|
|
||
2017
|
|
48
|
|
||
2018
|
|
47
|
|
||
2019
|
|
49
|
|
||
2020-2024
|
|
265
|
|
Assumptions used to calculate expense for stock options
|
|
For the three and nine months ended September 30, 2015
|
|||
Risk-free interest rate
|
|
1.5
|
%
|
||
Average life of options (years)
|
|
5.4
|
|
||
Volatility
|
|
42.0
|
%
|
||
Dividend yield
|
|
6.9
|
%
|
||
Fair value per stock option
|
|
$
|
3.17
|
|
|
Number of Shares
(in thousands)
|
|
Weighted Average Exercise Price(per share)
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||
Outstanding, June 30, 2015
|
—
|
|
|
N/A
|
|
|
|
|
|
|
Converted on July 1, 2015
|
7,793
|
|
|
14.56
|
|
|
|
|
|
|
Granted
|
662
|
|
|
16.04
|
|
|
|
|
|
|
Exercised
|
—
|
|
|
N/A
|
|
|
|
|
|
|
Forfeited
|
(107
|
)
|
|
17.16
|
|
|
|
|
|
|
Canceled
|
—
|
|
|
N/A
|
|
|
|
|
|
|
Outstanding, September 30, 2015
|
8.348
|
|
|
14.65
|
|
|
5.06
|
|
243
|
|
Exercisable, September 30, 2015
|
5,286
|
|
|
13.72
|
|
|
4.19
|
|
243
|
|
|
Number of Shares
(in thousands)
|
|
Weighted Average
Grant Date
Fair Value
(per share)
|
||
Nonvested, June 30, 2015
|
—
|
|
|
—
|
|
Converted, July 1, 2015
|
1,438
|
|
|
16.00
|
|
Granted
|
1,065
|
|
|
13.50
|
|
Vested
|
(11
|
)
|
|
16.00
|
|
Forfeited
|
(13
|
)
|
|
16.00
|
|
Nonvested, September 30, 2015
|
2,479
|
|
|
14.94
|
|
•
|
interest expense, depreciation and amortization,
|
•
|
non-operating pension and other postretirement employee benefit costs,
|
•
|
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 September 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
616
|
|
|
$
|
576
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
1,487
|
|
Less: Transfers
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net sales
|
$
|
616
|
|
|
$
|
575
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
1,486
|
|
Adjusted EBITDA
|
78
|
|
|
89
|
|
|
7
|
|
|
(5
|
)
|
|
$
|
169
|
|
||||
Depreciation and amortization
|
32
|
|
|
23
|
|
|
14
|
|
|
1
|
|
|
70
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
755
|
|
|
$
|
572
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
1,633
|
|
Less: Transfers
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net sales
|
$
|
754
|
|
|
$
|
572
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Adjusted EBITDA
|
189
|
|
|
70
|
|
|
9
|
|
|
(33
|
)
|
|
235
|
|
|||||
Depreciation and amortization
|
29
|
|
|
16
|
|
|
12
|
|
|
—
|
|
|
57
|
|
Nine months ended September 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,804
|
|
|
$
|
1,716
|
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
4,359
|
|
Less: Transfers
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net sales
|
$
|
1,803
|
|
|
$
|
1,715
|
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
4,357
|
|
Adjusted EBITDA
|
262
|
|
|
218
|
|
|
12
|
|
|
(51
|
)
|
|
441
|
|
|||||
Depreciation and amortization
|
95
|
|
|
65
|
|
|
40
|
|
|
1
|
|
|
201
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
2,254
|
|
|
$
|
1,752
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
4,888
|
|
Less: Transfers
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Net sales
|
$
|
2,249
|
|
|
$
|
1,752
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
4,883
|
|
Adjusted EBITDA
|
563
|
|
|
209
|
|
|
16
|
|
|
(117
|
)
|
|
671
|
|
|||||
Depreciation and amortization
|
90
|
|
|
59
|
|
|
36
|
|
|
—
|
|
|
185
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total Adjusted EBITDA
|
$
|
169
|
|
|
$
|
235
|
|
|
$
|
441
|
|
|
$
|
671
|
|
Interest
|
(51
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
(70
|
)
|
|
(57
|
)
|
|
(201
|
)
|
|
(185
|
)
|
||||
Non-operating pension and other postretirement employee benefit costs
|
10
|
|
|
(3
|
)
|
|
(5
|
)
|
|
(18
|
)
|
||||
Exchange gains (losses)
|
44
|
|
|
(33
|
)
|
|
47
|
|
|
(29
|
)
|
||||
Asset impairments
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
||||
Restructuring charges
|
(139
|
)
|
|
—
|
|
|
(200
|
)
|
|
(21
|
)
|
||||
Gains (losses) on sale of business or assets
|
—
|
|
|
1
|
|
|
—
|
|
|
12
|
|
||||
(Loss) income before income taxes
|
(107
|
)
|
|
143
|
|
|
(67
|
)
|
|
430
|
|
||||
(Benefit from) provision for income taxes
|
(78
|
)
|
|
35
|
|
|
(63
|
)
|
|
108
|
|
||||
Net (loss) income
|
$
|
(29
|
)
|
|
$
|
108
|
|
|
$
|
(4
|
)
|
|
$
|
322
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Fluctuations in energy and raw material prices;
|
•
|
Failure to develop and market new products and optimally manage product life cycles;
|
•
|
Difficulty fulfilling our obligations under our indebtedness;
|
•
|
Uncertainty regarding the availability of financing to us in the future, including access to our revolving credit facilities, and the terms of such financing;
|
•
|
Significant litigation and environmental matters;
|
•
|
Failure to appropriately manage process safety and product stewardship issues;
|
•
|
Changes in laws and regulations or political conditions;
|
•
|
Global economic and capital markets conditions, such as inflation, interest and currency exchange rates, and commodity prices, as well as regulatory requirements;
|
•
|
Business or supply disruptions;
|
•
|
Security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters;
|
•
|
Ability to protect, defend and enforce Chemours’ intellectual property rights;
|
•
|
Increased competition;
|
•
|
Increasing consolidation of our core customers;
|
•
|
Changes in relationships with our significant customers and suppliers;
|
•
|
Significant or unanticipated expenses such as litigation or legal settlement expenses;
|
•
|
Unanticipated business disruptions;
|
•
|
Our ability to predict, identify and interpret changes in consumer preference and demand;
|
•
|
Our ability to realize the expected benefits of the separation;
|
•
|
Our ability to complete proposed divestitures or acquisitions and our ability to realize the expected benefits of acquisitions if they are completed;
|
•
|
Our ability to deliver cost savings as anticipated, whether or not on the timelines proposed;
|
•
|
Our ability to pay or the amount of any dividend; and,
|
•
|
Disruptions in our information technology networks and systems.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,486
|
|
|
$
|
1,632
|
|
|
$
|
4,357
|
|
|
$
|
4,883
|
|
Cost of goods sold
|
1,222
|
|
|
1,273
|
|
|
3,615
|
|
|
3,824
|
|
||||
Gross profit
|
264
|
|
|
359
|
|
|
742
|
|
|
1,059
|
|
||||
Selling, general and administrative expense
|
157
|
|
|
176
|
|
|
481
|
|
|
532
|
|
||||
Research and development expense
|
18
|
|
|
33
|
|
|
68
|
|
|
110
|
|
||||
Employee separation and asset related charges, net
|
184
|
|
|
—
|
|
|
245
|
|
|
21
|
|
||||
Goodwill impairment
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total expenses
|
384
|
|
|
209
|
|
|
819
|
|
|
663
|
|
||||
Equity in earnings of affiliates
|
7
|
|
|
6
|
|
|
18
|
|
|
18
|
|
||||
Interest expense
|
(51
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
||||
Other income, net
|
57
|
|
|
(13
|
)
|
|
71
|
|
|
16
|
|
||||
(Loss) income before income taxes
|
(107
|
)
|
|
143
|
|
|
(67
|
)
|
|
430
|
|
||||
(Benefit from) provision for income taxes
|
(78
|
)
|
|
35
|
|
|
(63
|
)
|
|
108
|
|
||||
Net (loss) income
|
(29
|
)
|
|
108
|
|
|
(4
|
)
|
|
322
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(29
|
)
|
|
$
|
107
|
|
|
$
|
(4
|
)
|
|
$
|
321
|
|
|
|
|
|
|
Percentage change due to:
|
|||||||||||||
(Dollars in millions)
|
2015 Net Sales
|
|
Percentage Change vs 2014
|
|
Local Price
|
|
Currency Effect
|
|
Volume
|
|
Portfolio/Other
|
|||||||
Worldwide
|
$
|
1,486
|
|
|
(9
|
)%
|
|
(5
|
)%
|
|
(7
|
)%
|
|
4
|
%
|
|
(1
|
)%
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,486
|
|
|
$
|
1,632
|
|
|
$
|
4,357
|
|
|
$
|
4,883
|
|
COGS
|
1,222
|
|
|
1,273
|
|
|
3,615
|
|
|
3,824
|
|
||||
COGS as a percent of net sales
|
82
|
%
|
|
78
|
%
|
|
83
|
%
|
|
78
|
%
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,486
|
|
|
$
|
1,632
|
|
|
$
|
4,357
|
|
|
$
|
4,883
|
|
Selling, general and administrative expense
|
157
|
|
|
176
|
|
|
481
|
|
|
532
|
|
||||
Selling, general and administrative expense as a percent of net sales
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,486
|
|
|
$
|
1,632
|
|
|
$
|
4,357
|
|
|
$
|
4,883
|
|
Research and development expense
|
18
|
|
|
33
|
|
|
68
|
|
|
110
|
|
||||
Research and development expense as a percent of net sales
|
1
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
•
|
interest expense, depreciation and amortization,
|
•
|
non-operating pension and other postretirement employee benefit costs,
|
•
|
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 September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Net Sales
|
|
$
|
616
|
|
|
$
|
754
|
|
|
$
|
1,803
|
|
|
$
|
2,249
|
|
Adjusted EBITDA
|
|
78
|
|
|
189
|
|
|
262
|
|
|
563
|
|
||||
Adjusted EBITDA Margin
|
|
13
|
%
|
|
25
|
%
|
|
15
|
%
|
|
25
|
%
|
Change in segment net sales from prior period
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||
Price
|
|
(13
|
)%
|
|
(11
|
)%
|
Volume
|
|
2
|
%
|
|
(4
|
)%
|
Currency
|
|
(7
|
)%
|
|
(5
|
)%
|
Portfolio / Other
|
|
—
|
%
|
|
—
|
%
|
Total Change
|
|
(18
|
)%
|
|
(20
|
)%
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Net Sales
|
|
$
|
575
|
|
|
$
|
572
|
|
|
$
|
1,715
|
|
|
$
|
1,752
|
|
Adjusted EBITDA
|
|
89
|
|
|
70
|
|
|
218
|
|
|
209
|
|
||||
Adjusted EBITDA Margin
|
|
15
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Change in segment net sales from prior period
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||
Price
|
|
4
|
%
|
|
2
|
%
|
Volume
|
|
6
|
%
|
|
2
|
%
|
Currency
|
|
(6
|
)%
|
|
(4
|
)%
|
Portfolio / Other
|
|
(3
|
)%
|
|
(2
|
)%
|
Total Change
|
|
1
|
%
|
|
(2
|
)%
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Net Sales
|
|
$
|
295
|
|
|
$
|
306
|
|
|
$
|
839
|
|
|
$
|
882
|
|
Adjusted EBITDA
|
|
7
|
|
|
9
|
|
|
12
|
|
|
16
|
|
||||
Adjusted EBITDA Margin
|
|
2
|
%
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
Change in segment net sales from prior period
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||
Price
|
|
(4
|
)%
|
|
(4
|
)%
|
Volume
|
|
4
|
%
|
|
2
|
%
|
Currency
|
|
(4
|
)%
|
|
(3
|
)%
|
Portfolio / Other
|
|
—
|
%
|
|
—
|
%
|
Total Change
|
|
(4
|
)%
|
|
(5
|
)%
|
|
|
Nine months ended September 30,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Cash (used for) provided by operating activities
|
|
$
|
(120
|
)
|
|
$
|
13
|
|
Cash used for investing activities
|
|
(355
|
)
|
|
(377
|
)
|
||
Cash provided by financing activities
|
|
695
|
|
|
364
|
|
|
|
September 30
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Cash
|
|
$
|
215
|
|
|
$
|
—
|
|
Accounts and notes receivable - trade, net
|
|
1,102
|
|
|
846
|
|
||
Inventories
|
|
993
|
|
|
1,052
|
|
||
Prepaid expenses and other
|
|
120
|
|
|
43
|
|
||
Deferred income taxes
|
|
51
|
|
|
21
|
|
||
Total current assets
|
|
$
|
2,481
|
|
|
$
|
1,962
|
|
|
|
September 30
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Accounts payable
|
|
$
|
1,009
|
|
|
$
|
1,046
|
|
Current portion of long-term debt
|
|
38
|
|
|
—
|
|
||
Deferred income taxes
|
|
14
|
|
|
9
|
|
||
Other accrued liabilities
|
|
444
|
|
|
352
|
|
||
Total current liabilities
|
|
$
|
1,505
|
|
|
$
|
1,407
|
|
•
|
ongoing capital expenditures, such as those required to maintain equipment reliability, the integrity and safety of our manufacturing sites and to comply with environmental regulations;
|
•
|
investments in our existing facilities to help support introduction of new products and de-bottleneck to expand capacity and grow our business; and
|
•
|
investment in projects to reduce future operating costs and enhance productivity.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Capital expenditures - ongoing and expansion
|
|
$
|
101
|
|
|
$
|
173
|
|
|
$
|
329
|
|
|
$
|
404
|
|
Capital expenditures - separation
|
|
4
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||
Capital Expenditures
|
|
$
|
105
|
|
|
$
|
173
|
|
|
$
|
392
|
|
|
$
|
404
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
(Dollars in millions)
|
|
September 30, 2015
|
||||||
|
|
Fair Value Asset
|
|
Fair Value Sensitivity
|
||||
Foreign currency forward contracts
|
|
$
|
5
|
|
|
$
|
(102
|
)
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
The CHEMOURS COMPANY
|
|
(Registrant)
|
|
|
|
Date:
|
November 5, 2015
|
|
|
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Description
|
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
|
|
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).
|
|
|
|
10.15
|
|
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.
|
|
|
|
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.
|
Exhibit
Number
|
|
Description
|
|
|
|
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
|
Introduction
|
You have been granted performance-vested Restricted Stock Units under The Chemours Company Equity and Incentive Plan (“Plan”), subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available at: www.benefits.ml.com.
|
|
Grant Award Acceptance
|
You must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select
Equity Plan > Grant Information > Pending Acceptance
.
|
|
|
IF YOU DO NOT ACCEPT YOUR RESTRICTED STOCK UNITS IN THE MANNER INSTRUCTED BY THE COMPANY, YOUR RESTRICTED STOCK UNITS WILL BE SUBJECT TO CANCELLATION.
|
|
Date of Grant
|
August [ ], 2015 (“Date of Grant”)
|
|
Type of Awards
|
Performance-vested Restricted Stock Units
|
|
Dividend Equivalents
|
Dividends payable on the shares represented by your Restricted Stock Units (including whole and fractional Restricted Stock Units) will be allocated to your account in the form of additional Restricted Stock Units (whole and fractional) based upon the closing Stock price on the date of the dividend payment.
|
|
Restricted Period
|
You may not sell, gift, or otherwise transfer or dispose of any of the Restricted Stock Units during the “Restricted Period.” The Restricted Period commences on the Date of Grant and lapses as set forth herein.
|
Vesting Schedule
|
The Restricted Stock Units shall only vest if the performance goal set forth on
Exhibit A
hereto (the “Performance Goal”) is satisfied as of the end of the fiscal year ending December 31, 2016. If the Restricted Stock Units are provisionally earned as of the Determination Date (as defined on
Exhibit A
), the Restricted Period shall lapse with respect to such Restricted Stock Units on the third anniversary of the Date of Grant.
|
|
Termination of Employment
|
|
|
Due to Lack of Work, Divestiture to Entity Less Than 50% Owned by Chemours, Disability, or Death
|
If the termination occurs prior to the Determination Date and the Performance Goal is satisfied, the Restricted Period will lapse on the Determination Date.
If the termination occurs after the Determination Date and the Performance Goal is satisfied, the Restricted Period will lapse as of the date of employment termination.
If the Performance Goal is not satisfied, the Restricted Stock Units that are subject to a Restricted Period will be forfeited.
|
|
Due to Any Other Reason (such as voluntary termination)
|
Restricted Stock Units that are subject to a Restricted Period will be forfeited.
|
|
Payment
|
Except in the case of termination due to lack of work, divestiture to an entity less than 50% owned by Chemours, Disability or death, Restricted Stock Units shall be paid to you when the Restricted Period lapses in accordance with the schedule set forth under “Restricted Period.” In the case of termination due to lack of work, divestiture to an entity less than 50% owned by Chemours, Disability or death, Restricted Stock Units shall be paid to you or your beneficiary (or estate if there is no beneficiary), as applicable, within 60 days of the date on which the Restricted Period lapses as a result of the termination, as provided above. Restricted Stock Units are payable in one share of Stock for each whole unit and a cash payment for any fraction of a unit. The value of each fractional unit will be based on the average high and low prices of Stock as reported on the Composite Tape of the New York Stock Exchange as of the effective date of payment.
|
Code Section 409A
|
To the extent that an amount that is considered “nonqualified deferred compensation” subject to Code Section 409A (“deferred compensation”) is payable on account of your termination of employment, no amounts shall be paid hereunder on account thereof unless such termination of employment constitutes a “separation from service,” within the meaning of Code Section 409A. If you are a “specified employee,” within the meaning of Code Section 409A, no amount that is deferred compensation shall be paid or delivered, on account of your separation from service, earlier than the date that is six months after such separation from service. Amounts otherwise payable during that six month period shall be paid on the date that is six months and one day after your separation from service.
|
|
|
The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject you to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan or both, without your consent, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This section does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of shares of Stock upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. In no event whatsoever shall the Company be liable to any party for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A.
|
Restricted Conduct
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iv) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all Restricted Stock Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Restricted Stock Units, a cash amount equal to the Fair Market Value of the Stock plus the cash payment for any fraction of a unit received, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
|
|
(i)
Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and / or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, inventions, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
|
(ii)
Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
|
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(iii)
Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not directly or indirectly, on behalf of yourself or any other person, company or entity, call on, contact, service or solicit competing business from customers or prospective customers of Company if, within the two years prior to the termination of your employment, you had or made contact with the customer, or received or had access to Confidential Information about the customer; and/or
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|
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(iv)
Non-Competition
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, in any capacity, (a) compete or engage in a business similar to that of Company, (b) compete or engage in a business similar to that which the Company has plans to engage, or has engaged in during the two years prior to your termination, if, within this two-year period, you received or had access to Confidential Information regarding the proposed plans or the business in which Company engaged; or (c) take any action to invest in (other than a non- controlling ownership of securities issued by publicly held corporations), own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, corporation or other business or entity engaging in a business similar to Company.
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(v)
Geographic Scope.
You acknowledge that due to the broad scope of Company’s customer base, the following geographic scope for subsections (iii) - (iv) of this Restricted Conduct section is necessary. Your non-competition and non-solicitation obligations under this Agreement shall include: (a) any territory in which you performed your duties for the Company; (b) any territory in which Company has customers about which you received or had access to Confidential Information during your employment; (c) any territory in which you solicited customers; or (d) any territory in which Company plans to expand its market share about which you received or had access to Confidential Information during your employment with Company.
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Recoupment Policy
|
This Award shall be subject to the Company’s Incentive Compensation Clawback Policy (as it may be amended from time to time), the terms of which are incorporated herein by reference.
|
Repayment/Forfeiture
|
Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Stock is traded, as may be in effect from time to time.
|
|
Deferral
|
If you are an officer of the Company, you may defer the settlement of this Award in accordance with any procedures established by the Company for that purpose.
|
|
Withholding
|
You acknowledge that the Company and/or your employer (the “Employer”) (1) make no representations or undertakings regarding the treatment of any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Plan and legally applicable to you (“Tax-Related Items”) in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax- Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
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|
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (iii) withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units.
|
|
If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.
|
|
|
Finally, you agree to pay to the Company or the Employer, any amount of Tax- Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.
|
|
|
Notwithstanding anything in this section to the contrary, to avoid a prohibited acceleration under Code Section 409A, if shares of Stock subject to the Restricted Stock Units will be withheld (or sold on your behalf) to satisfy any Tax Related Items arising prior to the date of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of shares withheld (or sold on your behalf) shall not exceed the number of shares that equals the liability for Tax-Related Items.
|
|
Severability
|
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
|
Waiver
|
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant.
|
|
[INTERNATIONAL AWARDS: Appendix
|
Notwithstanding any provisions in these Award Terms, the Restricted Stock Units shall be subject to the additional terms and conditions set forth in Appendix A to this Agreement and to any special terms and provisions as set forth in Appendix B for your country, if any. Moreover, if you relocate to one of the countries included in Appendix B, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A and B constitute part of these Award Terms.
]
|
Imposition of Other Requirements
|
The Company reserves the right to impose other requirements on your participation in this Agreement, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Data Privacy
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
|
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
|
|
You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Restricted Stock Units or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
Nature of Grant
|
By participating in the Plan, you acknowledge, understand and agree that:
|
|
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future grants of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the Plan; (e) the Restricted Stock Units are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the Restricted Stock Units and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating
|
|
any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) for purposes of the Restricted Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Restricted Stock Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); (k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amount due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.
|
|
|
No Advice Regarding Grant
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
Venue
|
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Restricted Stock Units or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum
.
|
Language
|
If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
Electronic Delivery and Acceptance
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
Insider Trading/Market Abuse Laws
|
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Restricted Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
|
Foreign Asset/ Account Reporting Requirements
|
Your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should consult your personal legal advisor for any details.
]
|
1.
|
I have reviewed this report on Form 10-Q of The Chemours Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 5, 2015
|
|
|
By:
|
/s/ Mark P. Vergnano
|
|
|
|
Mark P. Vergnano
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of The Chemours Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 5, 2015
|
|
|
By:
|
/s/ Mark E. Newman
|
|
|
|
Mark E. Newman
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark P. Vergnano
|
|
Mark P. Vergnano
|
Chief Executive Officer
|
November 5, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark E. Newman
|
|
Mark E. Newman
|
Chief Financial Officer
|
November 5, 2015
|
Mine
(MSHA Identification Number) |
Section
104 S&S 1 Citations (#) |
Section104(b)
Orders (#) |
Section
104(d)
Citations and Orders (#) |
Section
110(b)(2) Violations (#) |
Section
107(a) Orders (#) |
Total
Dollar
Value of MSHA Assessments Proposed ($) |
Total
Number of Mining Related Fatalities (#) |
Received
Notice of Pattern of Violations Under Section 104(e) (yes/no) |
Received
Notice of Potential to Have Pattern Under Section 104(e) (yes/no) |
Legal
Actions Pending as of Last Day of Period (#) |
Legal
Actions Initiated During Period (#) |
Legal
Actions Resolved During Period (#) |
|||||||||||
Starke, FL
(0800225) |
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
2,576
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
1
|
S&S refers to significant and substantial violations of mandatory health or safety standards under section 104 of the Mine Act.
|