Chemours Co
For the period ended Sep 30, 2024. Filed Nov 4, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 4, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0000950170-24-089414
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-04.
0000950170-24-120270
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 183 previous paragraphs and 200 current paragraphs.
107 unchanged; 63 reworded; 30 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
2024 Restructuring Plan
Current report
In line with our strategic priorities for creating long-term shareholder value, management initiated an organizational redesign to further align the cost structure of our Advanced Performance Materials business and corporate functions with its financial objectives. As a result of the 2024 Restructuring Program, for the period ended September 30, 2024, we recorded charges of $46 million, consisting of non-cash asset related charges of $25 million, employee separation charges of $18 million and other charges of $3 million. We currently expect that the 2024 Restructuring Program will result in future run-rate cost savings that approximate one to two times the cash costs incurred to date, which are expected to be realized by the end of 2025. These savings are part of our broader cost-out operating model with targeted cost savings across each of the businesses and corporate overhead. Refer to "Note 5 – Restructuring, Asset-related and Other Charges" to the Interim Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
Current report
Goodwill Impairment Charge
Current report
In the third quarter of 2024, we concluded a triggering event was present for our Advanced Performance Materials reporting unit and associated goodwill. As a result of the quantitative goodwill impairment analysis performed, we concluded the carrying amount of the Advanced Performance Materials reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $56 million. Refer to “Critical Accounting Policies and Estimates” within this Item 2 –Management’s Discussion and Analysis of Financial Condition and Results of Operationsas well as "Note 11 - Goodwill and Intangible Assets, Net" to the Interim Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
Current report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three and nine months ended September 30, 2024, compared with the same periods in 2023.
Current report
Our net sales increased by $14 million (or 1%) to $1.5 billion for the three months ended September 30, 2024, compared with net sales of $1.5 billion for the same period in 2023. The increase in our net sales for the three months ended September 30, 2024 was primarily attributable to a volume increase of 5%, partially offset by a decrease in price of 3% and unfavorable currency movements of 1%. Price declined across all our reportable segments. The volume increase was attributed to our Thermal & Specialized Solutions and Advanced Performance Materials segments.
Current report
Our net sales decreased by $278 million (or 6%) to $4.4 billion for the nine months ended September 30, 2024, compared with net sales of $4.7 billion for the same period in 2023. The decrease in our net sales for the nine months ended September 30, 2024 was primarily attributable to a decrease in price of 5%. Price declined across all our reportable segments. Portfolio change driven by the sale of our Glycolic Acid business in 2023 added a 1% headwind to our net sales.
Current report
Our restructuring, asset-related, and other charges decreased by $81 million (or 64%) and $89 million (or 63%) to $45 million and $52 million for the three and nine months ended September 30, 2024, respectively, compared with restructuring, asset-related, and other charges of $126 million and $141 million for the same periods in 2023. Our restructuring, asset-related, and other charges for the three and nine months ended September 30, 2024 were primarily attributable to $25 million of non-cash asset-related charges, $18 million of employee separation charges and $3 million of other charges related to the 2024 Restructuring Program initiated in the third quarter of 2024. During the nine months ended September 30, 2024, we also recorded $8 million of decommissioning and other charges related to the Titanium Technologies Transformation Plan.
Current report
Goodwill Impairment Charge
Current report
In the third quarter of 2024, we concluded a triggering event was present for our Advanced Performance Materials reporting unit and associated goodwill. As a result of the quantitative goodwill impairment analysis performed, we concluded the carrying amount of the Advanced Performance Materials reporting unit exceeded its fair value. As a result of this analysis, for the three and nine months ended September 30, 2024, we recognized a goodwill impairment charge of $56 million related to the Advanced Performance Materials reporting unit. For the three and nine months ended September 30, 2023, there was no goodwill impairment charge. Refer to “Critical Accounting Policies and Estimates” within this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operationsas well as "Note 11 - Goodwill and Intangible Assets, Net" to the Interim Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details.
Current report
Other Income, Net
Current report
(Benefit from) Provision for Income Taxes
Current report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the three and nine months ended September 30, 2024, compared with the same periods in 2023.
Current report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the three and nine months ended September 30, 2024, compared with the same periods in 2023.
Current report
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and nine months ended September 30, 2024 and 2023.
Current report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the three and nine months ended September 30, 2024, compared with the same periods in 2023.
Current report
Our Advanced Performance Materials segment’s net sales increased by $5 million (or 1%) to $348 million for the three months ended September 30, 2024, compared with segment net sales of $343 million for the same period in 2023. The increase in segment net sales for the three months ended September 30, 2024 was primarily attributable to an increase in volume of 9%, partially offset by a 7% price decrease driven by softer market dynamics and product mix. Volumes increased primarily due to a higher demand within the Performance Solutions portfolio. Unfavorable currency movements added a 1% headwind to the segment's net sales for the three months ended September 30, 2024 compared to the prior year.
Current report
Inventory write-offs for the three and nine months ended September 30, 2023 represents write-off of certain raw materials and stores inventories from the Kuan Yin, Taiwan plant closure, which was not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.
Current report
Environmental charges pertains to management's assessment of estimated liabilities associated with certain non-recurring environmental remediation expenses at various sites. Refer to "Note 18 – Commitments and Contingent Liabilities" for further details.
Current report
Our current environmental remediation decreased by $10 million (or 8%) to $119 million at September 30, 2024 compared with current environmental remediation of $129 million at December 31, 2023. The decrease in our current environmental remediation was primarily attributable to lower environmental remediation accruals at the USS Lead Superfund site following completion of the remaining obligations under the 2021 Record of Decision and Statement of Work. Refer to"Note 18–Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statementsin this Quarterly Report on Form 10-Q for further information.
Current report
Our critical accounting policies and estimates, as described in our MD&A and “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, remain materially consistent. However, due to the ongoing financial and economic conditions impacting the Company, we re-evaluated certain of its estimates, most notably its estimates and assumptions with regards to the fair value of its Advanced Performance Materials reporting unit and related asset group during the third quarter of 2024.
Current report
Long-lived Assets
Current report
We evaluate the carrying value of our long-lived assets to be held and used when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. For the purposes of recognition or measurement of an impairment charge, the assessment is performed on the asset or asset group at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. To determine the level at which the assessment is performed, we consider factors such as revenue dependency, shared costs, and the extent of vertical integration. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the use and eventual disposition of the asset or asset group are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The fair value methodology used is an estimate of fair market value, which is made based on prices of similar assets or other valuation methodologies, including present value techniques. Long-lived assets to be disposed of other than by sale are classified as held for use until their disposal. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of their carrying amount or fair market value, less the estimated costs to sell. Depreciation and amortization are ceased for a disposal group upon it being classified as held for sale.
Current report
The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time. The dynamic economic environments in which our segments operate, and key economic and business assumptions with respect to projected selling prices, market growth, and inflation rates, can significantly impact the outcome of our impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in the factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized. In addition, we continually review our diverse portfolio of assets to ensure that they are achieving their greatest potential and are aligned with our growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses. In the third quarter of 2024, we recorded non-cash asset-related charges of $25 million primarily related to the write off of certain operating assets and associated construction-in-progress and other assets with no future intended use, as part of strategic footprint transformation initiatives within the Advanced Performance Materials business. Refer to “Note 5 – Restructuring, Asset-related, and Other Charges” to the Interim Consolidated Financial Statements for further details related to these charges. For the three and nine months ended September 30, 2023, we recorded a pre-tax impairment charge of $78 million related to the shutdown of our TiO 2 manufacturing facility in Kuan Yin, Taiwan.
Current report
During the third quarter of 2024, the Company reviewed recently released third-party industry projections, which for hydrogen now reflect lower end-market demand, as well as slower market growth through 2030 and a more uncertain long-term growth trajectory beyond 2030. In response to these negative market outlook developments, as well as increased commercial headwinds due to limited cyclical end-markets recovery and competitive intensity, the Company has revised its financial projections for the Advanced Performance Materials business which includes reductions to its investment plans. The Company concluded that these market developments, as well as the Company's revised financial projections to reflect these events, represented a triggering event for the Company's Advanced Performance Materials reporting unit and associated goodwill, as well as the related asset group, during the third quarter of 2024. As a result of this conclusion, the Company completed an interim impairment assessment as of August 31, 2024 for its Advanced Performance Materials reporting unit and the related asset group. The Company concluded that the undiscounted cash flows exceeded the carrying value of the long-lived assets, and that an impairment did not exist.
Current report
Notwithstanding the results of the Company's trigger-based interim impairment assessment during the third quarter of 2024, further negative market developments, notably as it relates to the hydrogen market or future strategic decisions involving a particular group of assets, may trigger an assessment of the recoverability of the related assets and such an assessment could result in future impairment losses.
Current report
Goodwill
Current report
The fair value of our reporting units is determined by using a combination of discounted cash flow models (a form of the income approach) and the guideline public company method (a form of the market approach). These valuation models incorporate a number of assumptions and judgments surrounding general market and economic conditions and internal forecasts of future business performance that are based on short- and long-term revenue growth rates, EBITDA margins and prospective financial information surrounding future cash flows of the reporting unit. Discount rate and market multiple assumptions are determined based on relevant peer companies in the chemicals sector.
Current report
As described above, we concluded that a triggering event was present for our Advanced Performance Materials reporting unit during the third quarter of 2024. As a result of the interim quantitative goodwill impairment analysis performed, we concluded that the carrying amount of the Advanced Performance Materials reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $56 million, which was recorded within “Goodwill impairment charge” on the Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2024. After this impairment charge, as of September 30, 2024, goodwill for the Advanced Performance Materials reporting unit was $0 million.
Current report
As of both September 30, 2024 and December 31, 2023, goodwill for the Thermal & Specialized Solutions and Titanium Technologies reporting units was $33 million and $13 million respectively. The Company has not identified a triggering event for either of these reporting units since the last annual goodwill impairment assessment performed as of October 1, 2023, and therefore no interim impairment assessment has been performed for either reporting unit. As of October 1, 2023, for our Thermal & Specialized Solutions reporting unit, a qualitative assessment was performed, that indicated it is not more likely than not that the fair value of the reporting unit was less than the carrying value. As of October 1, 2023, for our Titanium Technologies reporting unit, the estimated fair value was 67% higher than the carrying value of the reporting unit.
Removed paragraphs (13)
Previous report
On May 31, 2024, as a result of the severe drought impacting much of Mexico, we announced our compliance with a request from the government to temporarily minimize water intake. This led to a pause in production at our Altamira Titanium Dioxide (TiO2) manufacturing facility to temporarily conserve water for the surrounding communities. Following the pause of production, on June 24, 2024, the Mexican government lifted its prior water intake restrictions, enabling us to resume normal operations at the titanium dioxide manufacturing facility. As a result, the Titanium Technologies segment incurred $8 million of costs in the second quarter of 2024, primarily due to the under absorption of plant fixed costs, which negatively impacted gross profit, net income, and segment Adjusted EBITDA.
Previous report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three and six months ended June 30, 2024, compared with the same periods in 2023.
Previous report
Our net sales decreased by $105 million (or 6%) to $1.5 billion for the three months ended June 30, 2024, compared with net sales of $1.6 billion for the same period in 2023. The decrease in our net sales for the three months ended June 30, 2024 was primarily attributable to a decrease in price of 6%, and partially offset by an increase in volume of 1%. Price decreases were attributed to all of our business segments, primarily related to our Titanium Technologies and Advanced Performance Materials segments. Volume increases primarily related to both the Titanium Technologies and Thermal & Specialized Solutions segments. Unfavorable portfolio movements in our Other Segment added a headwind of 1% to our net sales. Currency was flat for the three months ended June 30, 2024 when compared to the same period in the prior year.
Previous report
Our net sales decreased by $292 million (or 9%) to $2.9 billion for the six months ended June 30, 2024, compared with net sales of $3.2 billion for the same period in 2023. The decrease in our net sales for the six months ended June 30, 2024 was primarily attributable to a decrease in price of 5%, as well as a decrease in volume of 3%. Price decreases were attributed to all of our business segments, primarily related to our Titanium Technologies and Advanced Performance Materials segments. Volume decreases primarily related to the Advanced Performance Materials segment. Unfavorable portfolio movements in our Other Segment added a headwind of 1% to our net sales. Currency was flat for the three months ended June 30, 2024 when compared to the same period in the prior year.
Previous report
Other (Expense) Income, Net
Previous report
Provision for (Benefit from) Income Taxes
Previous report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the three and six months ended June 30, 2024, compared with the same periods in 2023.
Previous report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the three and six months ended June 30, 2024, compared with the same periods in 2023.
Previous report
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and six months ended June 30, 2024 and 2023.
Previous report
The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the three and six months ended June 30, 2024, compared with the same periods in 2023.
Previous report
Our Performance Solutions portfolio’s net sales were $133 million and $245 million for the three and six months ended June 30, 2024, respectively, and $140 million and $284 million for the same periods in 2023. Our Advanced Materials portfolio’s net sales were $206 million and $392 million for the three and six months ended June 30, 2024, respectively, and $247 million and $491 million for the same periods in 2023.
Previous report
Our compensation and other employee-related costs decreased by $16 million (or 18%) to $73 million at June 30, 2024 compared with compensation and other employee-related costs of $89 million at December 31, 2023. The decrease in our compensation and other employee-related costs at June 30, 2024 was primarily attributable to decreased accruals for employee performance-based compensation following payout of 2023 employee performance-based compensation during the first quarter of 2024.
Previous report
Our significant accounting policies are described in our MD&A and “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, except as described in “Note 2 – Recent Accounting Pronouncements” to the Interim Consolidated Financial Statements.
Reworded paragraphs (63)
Previous wording
We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include titanium dioxide (“TiO 2”) pigment, refrigerants, industrial fluoropolymer resins, and performance chemicals and intermediates. We manage and report our operating results through three principal reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Performance Chemicals and Intermediates business is presented under Other Segment.
Current wording
We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include refrigerants, titanium dioxide (“TiO 2”) pigment, and industrial fluoropolymer resins. We manage and report our operating results through three principal reportable segments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Performance Chemicals and Intermediates business is presented under Other Segment.
Previous wording
With sustainability embedded in our growth strategy, we have set forth ambitious Corporate Responsibility Commitment ("CRC") goals that we aim to achieve by 2030, anchored on our strategic pillars. These goals are designed to promote accountability to our commitment and position us for sustainable, long-term earnings growth. Leveraging a robust governance framework, we are working to integrate sustainability across our organization and our business managing processes. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. With this focus, we invest in research and development (“R&D”) in order to develop safer, cleaner, and more efficient products and processes that enable our operations, customers, and consumers to reduce their greenhouse gas ("GHG") emissions, carbon footprint, and overall environmental footprint. We value collaboration to drive change and commit to continue working with policymakers, our value chain, and other organizations to encourage collective action to reduce GHG emissions and encourage lower-carbon forms of energy.
Current wording
With sustainability embedded in our growth strategy, we have set forth ambitious Corporate Responsibility Commitment ("CRC") goals that we aim to achieve by 2030, anchored on our strategic pillars. These goals are designed to promote accountability to our commitment and position us for sustainable, long-term earnings growth. Leveraging a robust governance framework, we are working to integrate sustainability across our organization and our business management processes. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. With this focus, we invest in research and development (“R&D”) in order to develop safer, cleaner, and more efficient products and processes that enable our operations, customers, and consumers to reduce their greenhouse gas ("GHG") emissions, carbon footprint, and overall environmental footprint. We value collaboration to drive change and commit to continue working with policymakers, our value chain, and other organizations to encourage collective action to reduce GHG emissions and encourage lower-carbon forms of energy.
Previous wording
The following table sets forth our results of operations for the three and six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth our results of operations for the three and nine months ended September 30, 2024 and 2023.
Previous wording
Our cost of goods sold (“COGS”) decreased by $1 million (or less than 1%) and $107 million (or 4%) to $1.2 billion and $2.3 billion for three and six months ended June 30, 2024, respectively, compared with COGS of $1.2 billion and $2.4 billion for the same periods in 2023. Our COGS for the three months ended June 30, 2024 was relatively flat as higher sales volumes were largely offset by lower raw materials costs. The decrease in our COGS for the six months ended June 30, 2024 was driven by lower sales volumes and lower raw materials costs.
Current wording
Our cost of goods sold (“COGS”) was relatively flat at $1.2 billion for the three months ended September 30, 2024 and 2023, as higher sales volumes were offset by lower raw materials costs. Our COGS decreased by $105 million (or 3%) to $3.5 billion for nine months ended September 30, 2024, respectively, compared with COGS of $3.6 billion for the same period in 2023. The decrease in our COGS for the nine months ended September 30, 2024 was driven by lower raw materials costs.
Previous wording
Our selling, general, and administrative (“SG&A”) expense decreased by $640 million (or 82%) and $622 million (or 69%) to $139 million and $281 million for the three and six months ended June 30, 2024, respectively, compared with SG&A expense of $779 million and $903 million for the same periods in 2023. The decrease in our SG&A expense for the three and six months ended June 30, 2024 was primarily attributable to the litigation-related charges of $592 million recorded in the second quarter of 2023 related primarily to the U.S. public water system settlement agreement, along with lower performance-based compensation expenses in 2024. The decrease in our SG&A expense for the three and six months ended June 30, 2024 was partially offset by $11 million and $23 million, respectively, of costs incurred related to the Audit Committee internal review process, along with third-party costs related to the Titanium Technologies Transformation Plan.
Current wording
Our selling, general, and administrative (“SG&A”) expense decreased by $30 million (or 18%) and $651 million (or 61%) to $135 million and $416 million for the three and nine months ended September 30, 2024, respectively, compared with SG&A expense of $165 million and $1.1 billion for the same periods in 2023. The decrease in our SG&A expense for the three months ended September 30, 2024 was primarily attributable to a decrease in litigation-related charges as a result of benefits from insurance recoveries recognized in the third quarter of 2024. The decrease in our SG&A expense for the nine months ended September 30, 2024 was primarily attributable to the litigation-related charges of $592 million recorded in the second quarter of 2023 primarily related to the U.S. public water system settlement agreement, along with the benefits recorded in the second and third quarters of 2024 for insurance recoveries. The decreases in our SG&A expense for the three and nine months ended September 30, 2024 were partially offset by $2 million and $24 million, respectively, of costs incurred related to the Audit Committee internal review process, along with third-party costs related to the Titanium Technologies Transformation Plan.
Previous wording
Our research and development (“R&D”) expense decreased by $2 million (or 7%) and $1 million (or 2%) to $26 million and $53 million for the three and six months ended June 30, 2024, respectively, compared with R&D expense of $28 million and $54 million for the same periods in 2023. The decrease in our R&D expense for the three and six months ended June 30, 2024 was primarily driven by transformation initiatives within our Titanium Technologies business.
Current wording
Our research and development (“R&D”) expense was relatively flat at $29 million and $83 million for the three and nine months ended September 30, 2024, respectively, compared with R&D expense of $28 million and $82 million for the same periods in 2023.
Previous wording
Our restructuring, asset-related, and other charges increased by $4 million (or over 100%) and decreased by $8 million (or 53%) to $3 million and $7 million for the three and six months ended June 30, 2024, respectively, compared with restructuring, asset-related, and other charges of $(1) million and $15 million for the same periods in 2023. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2024 were primarily attributable to $4 million and $9 million, respectively, of decommissioning and other charges related to the Titanium Technologies Transformation Plan. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2023 were primarily attributable to charges of $16 million resulting from our decision to abandon implementation of a new enterprise resource planning ("ERP") software platform.
Current wording
Our restructuring, asset-related, and other charges for the three and nine months ended September 30, 2023 were primarily attributable to $121 million of charges related to the Titanium Technologies Transformation Plan, consisting of $78 million of asset-related charges, employee separation charges of $20 million and $23 million of decommissioning and other charges. In addition, our restructuring, asset-related, and other charges for the nine months ended September 30, 2023 included $16 million related to our first quarter of 2023 decision to abandon our implementation of a new enterprise resource planning software platform implementation.
Previous wording
Our equity in earnings of affiliates decreased by $2 million (or 15%) and $2 million (or 8%) to $11 million and $23 million for the three and six months ended June 30, 2024, respectively, compared with equity in earnings of affiliates of $13 million and $25 million for the same periods in 2023. The decrease in our equity in earnings of affiliates for the three and six months ended June 30, 2024 was primarily attributable to lower demand in the region where our investees operate.
Current wording
Our equity in earnings of affiliates decreased by $2 million (or 15%) and $4 million (or 11%) to $11 million and $34 million for the three and nine months ended September 30, 2024, respectively, compared with equity in earnings of affiliates of $13 million and $38 million for the same periods in 2023. The decrease in our equity in earnings of affiliates for the three and nine months ended September 30, 2024 was primarily attributable to lower demand in the region where our investees operate.
Previous wording
Our interest expense, net increased by $18 million (or 38%) and $38 million (or 42%) to $66 million and $128 million for the three and six months ended June 30, 2024, respectively, compared with interest expense, net of $48 million and $90 million for the same periods in 2023. The increase in our interest expense, net was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following issuance of new term loans in August 2023, partially offset by higher interest income.
Current wording
Our interest expense, net increased by $14 million (or 25%) and $52 million (or 36%) to $69 million and $197 million for the three and nine months ended September 30, 2024, respectively, compared with interest expense, net of $55 million and $145 million for the same periods in 2023. The increase in our interest expense, net was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following issuance of new term loans in August 2023.
Previous wording
Our other expense, net decreased by $1 million (or 50%) and our other income increased by $3 million (or over 100%) to other expense, net of $1 million and other income, net of $2 million for the three and six months ended June 30, 2024, respectively, compared with other expense, net of $2 million and $1 million for the same periods in 2023. The decrease in our other expense for the three months ended June 30, 2024 was primarily attributable to favorable changes in non-operating pension and other post-retirement employee benefit income. The increase in our other income for the six months ended June 30, 2024 was primarily attributable to the gain on sale of assets related to our previously owned facility in Gomez Palacio, Durango, Mexico and favorable changes in net exchange gains and losses.
Current wording
Our other income, net decreased by $95 million (or 93%) and $90 million (or 90%) to $7 million and $10 million for the three and nine months ended September 30, 2024, respectively, compared with other income, net of $102 million and $100 million for the same periods in 2023. Our other income, net in the three and nine months ended September 30, 2023, includes a net pre-tax gain on sale of $106 million, associated with the Glycolic Acid Transaction. The decrease in our other income, net was partially offset by favorable changes in net exchange gains and losses.
Previous wording
We had a provision for income taxes of $12 million and a benefit from income taxes of $57 million for the three months ended June 30, 2024 and 2023, respectively, which represented effective tax rates of 15% and 13%, respectively. The $69 million increase in our provision for income taxes for the three months ended June 30, 2024 was primarily attributable to a one-time tax benefit of $88 million associated with the Settlement Agreement in the prior year. After excluding this one-time benefit, our provision for income taxes for the three months ended June 30, 2024 decreased over the prior year due to a decline in profitability and changes to our geographical mix of earnings. We continued to record the impact of the enactment of the Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two") in the quarter, which was overall not material.
Current wording
We had a benefit from income taxes of $3 million and a provision for income taxes of $1 million for the three months ended September 30, 2024 and 2023, respectively, which represented effective tax rates of 10% and 8%, respectively. The $4 million increase in our benefit from income taxes for the three months ended September 30, 2024 was primarily attributable to changes in our geographic mix of earnings and non-recurring items. During the three months ended September 30, 2024, we recognized $10 million of income tax benefit related to the 2024 Restructuring Program. During the three months ended September 30, 2023, we recognized a $28 million income tax benefit associated with the Kuan Yin, Taiwan plant shutdown, net of a $13 million valuation allowance recorded on certain deferred tax assets of one of our Taiwanese subsidiaries and $26 million of income tax expense associated with the Glycolic Acid Transaction. We continued to record the impact of the enactment of the Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two") in the quarter, which was overall not material.
Previous wording
We had a provision for income taxes of $28 million and a benefit from income taxes of $30 million for the six months ended June 30, 2024 and 2023, respectively, which represented effective tax rates of 19% and 11%, respectively. The $58 million increase in our provision for income taxes for the six months ended June 30, 2024 was primarily attributable to the same factors discussed in the preceding paragraph.
Current wording
We had a provision for income taxes of $24 million and a benefit from income taxes of $28 million for the nine months ended September 30, 2024 and 2023, respectively, which represented effective tax rates of 20% and 11%, respectively. The $52 million increase in our provision for income taxes for the nine months ended September 30, 2024 was primarily attributable to several one-time items recorded during both 2023 and 2024. During the nine months ended September 30, 2024, we recognized $3 million of income tax expense related to insurance recoveries and settlements, offset by $10 million of income tax benefit related to the 2024 Restructuring Program. During the nine months ended September 30, 2023, we recognized one-time income tax benefits of $28 million associated with the Kuan Yin, Taiwan plant shutdown, net of a $13 million valuation allowance recorded on certain deferred tax assets of one of our Taiwanese subsidiaries. Additionally, we recognized an $88 million tax benefit associated with the U.S. public water system settlement agreement and $26 million of income tax expense associated with the Glycolic Acid Transaction.
Previous wording
We operate through three principal reportable segments, which were organized based on their similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Other Segment includes the Company’s Performance Chemicals and Intermediates business.
Current wording
We operate through three principal reportable segments, which were organized based on their similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Other Segment includes our Performance Chemicals and Intermediates business.
Previous wording
exchange (gains) losses included in other income (expense), net;
Current wording
exchange (gains) losses included in other income, net;
Previous wording
A reconciliation of Segment Adjusted EBITDA to the Company's consolidated income before income taxes for the three and six months ended June 30, 2024 and 2023 is included in “Note 23 – Segment Information” to the Interim Consolidated Financial Statements.
Current wording
A reconciliation of Segment Adjusted EBITDA to our consolidated income before income taxes for the three and nine months ended September 30, 2024 and 2023 is included in “Note 25 – Segment Information” to the Interim Consolidated Financial Statements.
Previous wording
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and nine months ended September 30, 2024 and 2023.
Previous wording
Our Thermal & Specialized Solutions segment’s net sales decreased by $10 million (or 2%) to $513 million for the three months ended June 30, 2024, compared with segment net sales of $523 million for the same period in 2023. The decrease in segment net sales for the three months ended June 30, 2024 was primarily attributable to a decrease in price of 4%, partially offset by an increase in volume of 2%. The decrease in price was primarily related to weaker Freon™ Refrigerants portfolio pricing due to elevated hydrofluorocarbon ("HFC") inventory levels and a slower start to the cooling season. The decrease in price was partially offset by stronger Opteon™ Refrigerants portfolio pricing, consistent with stronger stationary adoption. The increase in volume wasprimarily due to higher demand within the Opteon TM Refrigerants portfolio as a result of continued stationary and automotive end-market adoption, along with propellant strength in the Foam, Propellants and Other portfolio. The increase in volume was partially offset by declines in the Freon™ Refrigerants portfolio. Currency was flat for the three months ended June 30, 2024 when compared to the same period in the prior year.
Current wording
Our Thermal & Specialized Solutions segment’s net sales increased by $24 million (or 6%) to $460 million for the three months ended September 30, 2024, compared with segment net sales of $436 million for the same period in 2023. The increase in segment net sales for the three months ended September 30, 2024 was primarily attributable to an increase in volume of 8%, partially offset by a decrease in price of 2%. The increase in volume wasprimarily due to higher demand within the Opteon TMRefrigerants portfolio as a result of continued stationary and automotive end-market adoption, along with increased demand in the Foam, Propellants and Other portfolio. The increase in volume was partially offset by declines in the Freon™ Refrigerants portfolio. The decrease in price was primarily related to weaker Freon™ Refrigerants portfolio pricing due to elevated hydrofluorocarbon ("HFC") market inventory levels. The decrease in price was partially offset by stronger Opteon™ Refrigerants portfolio pricing. Currency was flat for the three months ended September 30, 2024 when compared to the same period in the prior year.
Previous wording
Our Thermal & Specialized Solutions segment’s net sales decreased by$48 million (or 5%) to$961 million for the six months ended June 30, 2024, respectively, compared with segment net sales of$1 billionfor the same period in 2023. The decrease in segment net sales for the six months ended June 30, 2024 wasprimarily attributable to decreases in price of 3% and volume of 2%. Price decreases were primarily attributable to the same factors discussed in the preceding paragraph. Volumes decreased primarily due to declines in the Freon™ Refrigerants portfolio in connection with the step downs under the AIM Act and EU F-Gas regulation, partially offset by higher demand within the Opteon™ Refrigerants portfolio as a result of continued strong stationary and automotive end-market adoption. Currency was flat for the six months ended June 30, 2024 when compared to the same period in the prior year.
Current wording
Our Thermal & Specialized Solutions segment’s net sales decreased by$23 million (or 2%) to$1.4 billion for the nine months ended September 30, 2024, respectively, compared with segment net sales of$1.4 billionfor the same period in 2023. The decrease in segment net sales for the nine months ended September 30, 2024 wasprimarily attributable to a decrease in price of 3%, partially offset by an increase in volume of 1%. Price decreases were primarily attributable to the same factors discussed in the preceding paragraph. Volumes increases primarily due to higher demand within the Opteon™ Refrigerants portfolio as a result of continued stationary and automotive end-market adoption, partially offset by declines in the Freon™ Refrigerants portfolio in connection with the step downs under the AIM Act and EU F-Gas regulation. Currency was flat for the nine months ended September 30, 2024 when compared to the same period in the prior year.
Previous wording
For the three months ended June 30, 2024, segment Adjusted EBITDA decreased by $53 million (or 25%) to $161 million and Adjusted EBITDA margin decreased by approximately 1,000 basis points to 31%, compared with segment Adjusted EBITDA of $214 million and Adjusted EBITDA margin of 41% for the same period in 2023. For the six months ended June 30, 2024, segment Adjusted EBITDA decreased by $87 million (or 22%) to $312 million and Adjusted EBITDA margin decreased by approximately 800 basis points to 32%, compared with segment Adjusted EBITDA of $399 million and Adjusted EBITDA margin of 40% for the same period in 2023. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended June 30, 2024 was primarily attributable to the aforementioned decrease in price related to the Freon™ Refrigerants portfolio, increased costs to secure additional near-term quota allowances and lower fixed cost absorption in our Freon™ Refrigerants portfolio. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin were partially offset by the aforementioned increases in volume withinthe Opteon TM Refrigerants portfolio as a result of continued stationary and automotive end-market adoption. For thesix months ended June 30, 2024, the decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin were attributable to the aforementioned decrease in price related to the Freon™ Refrigerants portfolio, increased costs related to near-term quota allowances, lower fixed cost absorption and decrease in volumes within the Freon™ Refrigerants portfolio, partially offset by higher demand within the Opteon™ Refrigerants portfolio.
Current wording
For the three months ended September 30, 2024, segment Adjusted EBITDA decreased by $21 million (or 13%) to $141 million and Adjusted EBITDA margin decreased by approximately 600 basis points to 31%, compared with segment Adjusted EBITDA of $162 million and Adjusted EBITDA margin of 37% for the same period in 2023. For the nine months ended September 30, 2024, segment Adjusted EBITDA decreased by $108 million (or 19%) to $453 million and Adjusted EBITDA margin decreased by approximately 700 basis points to 32%, compared with segment Adjusted EBITDA of $561 million and Adjusted EBITDA margin of 39% for the same period in 2023. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2024 was primarily attributable to the aforementioned decrease in price related to the Freon™ Refrigerants portfolio, increased costs to secure additional near-term quota allowances, and higher raw material costs. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin were partially offset by the aforementioned increases in volume withinthe Opteon TMRefrigerants portfolio as a result of continued stationary end-market adoption. For the nine months ended September 30, 2024, the decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin were attributable to the aforementioned decrease in price related to the Freon™ Refrigerants portfolio, increased costs related to near-term quota allowances, lower fixed cost absorption, higher raw material costs, and decrease in volumes within the Freon™ Refrigerants portfolio, partially offset by higher demand within the Opteon™ Refrigerants portfolio as a result of continued stationary and automotive end-market adoption.
Previous wording
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and nine months ended September 30, 2024 and 2023.
Previous wording
Our Titanium Technologies segment’s net sales decreased by $78 million (or 6%) to $1.3 billion for the six months ended June 30, 2024, compared with segment net sales of $1.3 billion for the same period in 2023. The decrease in segment net sales for the six months ended June 30, 2024 was primarily attributable to a 7% price decrease. Volumes provided a 1% increase compared to the prior-year period, driven by stronger demand in Asia Pacific (excluding China). Currency was flat for the six months ended June 30, 2024 when compared to the same period of the prior year.
Current wording
Our Titanium Technologies segment’s net sales decreased by $11 million (or 2%) to $679 million for the three months ended September 30, 2024 compared with segment net sales of $690 million for the same period in 2023. The decrease in segment net sales for the three months ended September 30, 2024 was primarily attributable to a decrease in price of 2%. Volumes provided a 1% tailwind compared to the prior-year period. Unfavorable currency movements added a 1% headwind to the segment's net sales for the three months ended September 30, 2024 compared to the same period of the prior year.
Previous wording
Our Titanium Technologies segment’s net sales decreased by $34 million (or 5%) to $673 million for the three months ended June 30, 2024 compared with segment net sales of $707 million for the same period in 2023. The decrease in segment net sales for the three months ended June 30, 2024 was primarily attributable to a decrease in price of 7%. Volumes increased compared to the prior-year period by 3%, driven by stronger demand in Asia Pacific (excluding China) and North America, despite unplanned downtime at our Altamira, Mexico manufacturing site due to an extreme drought in the region. Unfavorable currency movements added a 1% headwind to the segment's net sales for the three months ended June 30, 2024 compared to the prior year.
Current wording
Our Titanium Technologies segment’s net sales decreased by $89 million (or 4%) to $1.9 billion for the nine months ended September 30, 2024, compared with segment net sales of $2 billion for the same period in 2023. The decrease in segment net sales for the nine months ended September 30, 2024 was primarily attributable to a 5% price decrease, partially offset by a 1% volume increase despite unplanned downtime at our Altamira, Mexico manufacturing site due to extreme drought in the region.
Previous wording
Segment Adjusted EBITDA decreased by $7 million (or 8%) to $80 million and Adjusted EBITDA margin was flat at 12% for three months ended June 30, 2024 compared with segment Adjusted EBITDA of $87 million and Adjusted EBITDA margin of 12% for the same period in 2023. For the six months ended June 30, 2024, segment Adjusted EBITDA decreased by $6 million (or 4%) to $150 million and Adjusted EBITDA margin was flat at 12% compared with segment Adjusted EBITDA of $156 million and Adjusted EBITDA margin of 12% for the same period in 2023. The decrease in segment Adjusted EBITDA during the three and six months ended June 30, 2024 was negatively impacted by the aforementioned decrease in price and the $8 million of second-quarter costs related to the unplanned weather-related downtime at our Altamira, Mexico manufacturing site as mentioned above. The decrease in segment Adjusted EBITDA for the three and six months ended June 30, 2024 was partially offset by the cost savings realized from the Titanium Technologies Transformation Plan.
Current wording
Segment Adjusted EBITDA increased by $16 million (or 23%) to $85 million and Adjusted EBITDA margin increased to 13% for three months ended September 30, 2024 compared with segment Adjusted EBITDA of $69 million and Adjusted EBITDA margin of 10% for the same period in 2023. For the nine months ended September 30, 2024, segment Adjusted EBITDA increased by $9 million (or 4%) to $235 million and Adjusted EBITDA margin increased to 12% compared with segment Adjusted EBITDA of $226 million and Adjusted EBITDA margin of 11% for the same period in 2023. The increase in segment Adjusted EBITDA during the three and nine months ended September 30, 2024 was primarily driven by the cost savings realized from the Titanium Technologies Transformation Plan, partially offset by the aforementioned decrease in price and the unplanned weather-related downtime at our Altamira, Mexico manufacturing site as mentioned above. The downtime resulted in a negative cost impact of $18 million and $26 million for the three and nine months ended September 30, 2024, respectively.
Previous wording
Our Advanced Performance Materials segment’s net sales decreased by $48 million (or 12%) and $138 million (or 18%) to $339 million and $637 million for the three and six months ended June 30, 2024, respectively, compared with segment net sales of $387 million and $775 million for the same periods in 2023. The decrease in segment net sales for the three and six months ended June 30, 2024 was primarily attributable to decreases in volume of 4% and 11%, respectively, and price of 7% and 6% respectively. Volumes decreased primarily due to weaker demand inmore economically sensitive and non-strategic end markets. Prices decreased primarily due to softer market dynamics and product mix. Unfavorable currency movements added a 1% headwind to the segment's net sales during boththe three and six months ended June 30, 2024, when compared to the same periods in the prior year.
Current wording
Our Advanced Performance Materials segment’s net sales decreased by $133 million (or 12%), to $985 million for the nine months ended September 30, 2024, compared with segment net sales of $1.1 billion for the same period in 2023. The decrease in segment net sales for the nine months ended September 30, 2024 was primarily attributable to a decrease in price of 6%, a decrease in volumes of 5% and unfavorable currency movements which added a 1% headwind to the segment's net sales. Volumes decreased primarily due to weaker demand in more economically sensitive end markets. The decrease in price was primarily due to softer market dynamics and product mix.
Previous wording
For the three months ended June 30, 2024, segment Adjusted EBITDA decreased by $36 million (or 44%) to $45 million and Adjusted EBITDA margin decreased by approximately 800 basis points to 13%, compared with segment Adjusted EBITDA of $81 million and Adjusted EBITDA margin of 21% for the same period in 2023. For the six months ended June 30, 2024, segment Adjusted EBITDA decreased by $90 million (or 55%) to $75 million and Adjusted EBITDA margin decreased by approximately 900 basis points to 12%, compared with segment Adjusted EBITDA of $165 million and Adjusted EBITDA margin of 21% for the same period in 2023. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended June 30, 2024 were primarily attributable to the aforementioned decreases in price and currency. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the six months ended June 30, 2024 were primarily attributable to the aforementioned decreases in price, along with lower volumes driving lower fixed cost absorption.
Current wording
For the three months ended September 30, 2024, segment Adjusted EBITDA decreased by $29 million (or 43%) to $39 million and Adjusted EBITDA margin decreased by approximately 900 basis points to 11%, compared with segment Adjusted EBITDA of $68 million and Adjusted EBITDA margin of 20% for the same period in 2023. For the nine months ended September 30, 2024, segment Adjusted EBITDA decreased by $120 million (or 52%) to $113 million and Adjusted EBITDA margin decreased by approximately 1,000 basis points to 11%, compared with segment Adjusted EBITDA of $233 million and Adjusted EBITDA margin of 21% for the same period in 2023. The decreases in segment Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2024 were primarily attributable to the aforementioned decreases in price and currency, along with lower volumes driving lower fixed cost absorption in the nine month period.
Previous wording
Corporate and Other costs increased by $14 million (or 22%) and $25 million (or 23%) to $77 million and $132 million for the three and six months ended June 30, 2024, respectfully, compared with Corporate and Other costs of $63 million and $107 million for the same periods in 2023. The increase in Corporate and Other costs for the three and six months ended June 30, 2024 was primarily attributable to costs associated with addressing material weaknesses in internal controls over financial reporting and the implementation of recommendations stemming from the Audit Committee Internal Review in 2024.
Current wording
Corporate and Other costs increased by $3 million (or 6%) and $23 million (or 14%) to $57 million and $187 million for the three and nine months ended September 30, 2024, respectfully, compared with Corporate and Other costs of $54 million and $164 million for the same periods in 2023. The increase in Corporate and Other costs for the three and nine months ended September 30, 2024 was primarily attributable to costs associated with addressing material weaknesses in internal controls over financial reporting and the implementation of recommendations stemming from the Audit Committee Internal Review in 2024.
Previous wording
The following table sets forth our corporate and unallocated items for the three and six months ended June 30, 2024 and 2023.
Current wording
The following table sets forth our corporate and unallocated items for the three and nine months ended September 30, 2024 and 2023.
Previous wording
For the three and six months ended June 30, 2024, transaction costs includes $6 million and $11 million, respectively, of third-party costs related to the Titanium Technologies Transformation Plan, which was not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.
Current wording
For the three and nine months ended September 30, 2024, transaction costs includes $3 million and $15 million, respectively, of third-party costs related to the Titanium Technologies Transformation Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM. For the three and nine months ended September 30, 2023, transaction costs represents costs associated with the New Senior Secured Credit Facilities entered into during the third quarter of 2023 which is discussed in further detail in "Note 16 – Debt".
Previous wording
Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the three and six months ended June 30, 2024, litigation-related charges includes a $15 million benefit related to insurance recoveries. For the six months ended June 30, 2023, litigation-related charges includes the $592 million accrual related to the United States Public Water System Class Action Suit Settlement plus $24 million of third-party legal fees directly related to the settlement, $27 million for other PFAS litigation matters, and $1 million of other litigation matters.
Current wording
Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the three and nine months ended September 30, 2024, litigation-related charges primarily includes $28 million and $44 million, respectively, of benefits from insurance recoveries, along with the $29 million accrual associated with the Ohio MDL recorded during the third quarter. For the nine months ended September 30, 2023, litigation-related charges includes the $592 million accrual related to the United States Public Water System Class Action Suit Settlement plus $24 million of third-party legal fees directly related to the settlement, $58 million for other PFAS litigation matters, and $1 million of other litigation matters.
Previous wording
At June 30, 2024, we had total unrestricted cash and cash equivalents of $604 million, of which $432 million was held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of June 30, 2024 was $852 million, net of $48 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement. At June 30, 2024, we were in compliance with the applicable covenants under the Credit Agreement. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
At September 30, 2024, we had total unrestricted cash and cash equivalents of $596 million, of which $394 million was held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of September 30, 2024 was $652 million, net of $49 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement. At September 30, 2024, our availability under the Revolving Credit Facility decreased compared to prior periods due to a decline in our trailing twelve-month EBITDA. At September 30, 2024, we were in compliance with the applicable covenants under the Credit Agreement. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
Previous wording
Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On June 3, 2024, Moody’s affirmed our Ba3 rating with stable outlook. On March 17, 2024, S&P Global affirmed our BB- credit rating with negative outlook. Our debt ratings could constrain the capital available to us and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges. Such charges could have a material adverse impact on our financial position, results of operations, or cash flows.
Current wording
As of September 30, 2024, the first significant long-term debt maturity is the €441 million ($491 million) senior unsecured notes due May 2026. It is our expectation that we will refinance this amount prior to maturity, though there can be no assurances that we will be able to complete this refinancing on attractive terms at a given point in time, or at all. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On June 3, 2024, Moody’s affirmed our Ba3 rating with stable outlook. On March 17, 2024, S&P Global affirmed our BB- credit rating with negative outlook. Our debt ratings could constrain the capital available to us and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance existing debt could cause us to incur significant charges, including an increase in interest expense as a result of higher interest rates on any new or refinanced borrowings.
Previous wording
In the ordinary course of business, we engage in normal and customary working capital management actions. Ordinary course working capital management actions may include managing the timing of payables or receivables where permitted in accordance with the payment terms, utilizing supply chain financing arrangements, and utilizing the accounts receivable securitization facility described in “Note 14 – Debt” to the Interim Consolidated Financial Statements, among other actions, where appropriate and deemed to be in the commercial interest of the Company.
Current wording
In the ordinary course of business, we engage in normal and customary working capital management actions. Ordinary course working capital management actions may include managing the timing of payables or receivables where permitted in accordance with the payment terms, utilizing supply chain financing arrangements, and utilizing the accounts receivable securitization facility described in “Note 16 – Debt” to the Interim Consolidated Financial Statements, among other actions, where appropriate and deemed to be in our commercial interest.
Previous wording
These working capital timing actions favorably impacted operating cash flows in the fourth quarters of 2023 and 2022 and had correspondingly adverse impacts on operating cash flows in the first quarters of 2024 and 2023. In the six months ended June 30, 2024, we incurred a net $895 million usage of cash in operating activities, which included accounts and notes receivable and accounts payable uses of cash of $289 million and $178 million, respectively. In the six months ended June 30, 2023, we incurred a net $57 million usage of cash in operating activities, which included accounts and notes receivable and accounts payable uses of cash of $261 million and $209 million, respectively. The working capital uses of cash in the six months ended June 30, 2024 were largely driven by, among other things, the payment of the accounts payable delayed from the prior fourth quarters and lower collections of accounts receivable due to efforts to accelerate those collections into the prior fourth quarters that impacted the first quarters of 2024 and 2023.
Current wording
These working capital timing actions favorably impacted operating cash flows in the fourth quarters of 2023 and 2022 and had correspondingly adverse impacts on operating cash flows in the first quarters of 2024 and 2023. In the nine months ended September 30, 2024, we incurred a net $771 million usage of cash in operating activities, which included accounts and notes receivable and accounts payable uses of cash of $348 million and $95 million, respectively. In the nine months ended September 30, 2023, cash provided by operating activities was $74 million, which included accounts and notes receivable and accounts payable uses of cash of $212 million and $333 million, respectively. The working capital uses of cash in the nine months ended September 30, 2024 and 2023 were largely driven by, among other things, the payment of the accounts payable delayed from the prior fourth quarters and lower collections of accounts receivable due to efforts to accelerate those collections into the prior fourth quarters that impacted the first quarters of 2024 and 2023. Refer to the "Cash Flows" section below for further details of the changes in operating cash flows in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Previous wording
While we have historically generated operating cash flows through various past industry and economic cycles, we do have a historical pattern of seasonality with a working capital use of cash in the first half of the year, primarily driven by seasonal accounts receivable timing and, to a lesser extent, inventory builds, and a working capital source of cash in the second half of the year, as we sell product from inventory and collect receivables from customers. We currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least August of 2025.
Current wording
While we have historically generated operating cash flows through various past industry and economic cycles, we do have a historical pattern of seasonality with a working capital use of cash in the first half of the year, primarily driven by seasonal accounts receivable timing and, to a lesser extent, inventory builds, and a working capital source of cash in the second half of the year, as we sell product from inventory and collect receivables from customers. We currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least November 2025.
Previous wording
Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity. We also participate in certain customers’ supply chain financing and other early pay programs as a routine source of working capital. During the quarters ended June 30, 2024 and 2023, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $111 million and $78 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. For the six months ended June 30, 2024 and 2023, we accelerated the collection of approximately $128 million and $205 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. These actions improved our quarter end liquidity by approximately $74 million and $72 million, respectively, for the quarters ending on June 30, 2024 and 2023. See “Note 7 - Accounts and Notes Receivable, Net” to the Interim Consolidated Financial Statementsfor further details regarding our supplier financing programs.
Current wording
Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity. We also participate in certain customers’ supply chain financing and other early pay programs as a routine source of working capital. During the quarters ended September 30, 2024 and 2023, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $40 million and $95 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. For the nine months ended September 30, 2024 and 2023, we accelerated the collection of approximately $168 million and $300 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. These actions improved our quarter end liquidity by approximately $38 million and $86 million, respectively, for the quarters ended on September 30, 2024 and 2023 based on the stated collection terms of the receivables. See “Note 8 - Accounts and Notes Receivable, Net” to the Interim Consolidated Financial Statementsfor further details regarding our supplier financing programs.
Previous wording
A substantial majority of the $432 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at June 30, 2024, is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar. We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the six months ended June 30, 2024, we received approximately $259 million of net cash in the U.S. through intercompany loans and dividends. We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, share repurchases, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
Current wording
A substantial majority of the $394 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at September 30, 2024, is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar. We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the nine months ended September 30, 2024, we received approximately $441 million of net cash in the U.S. through intercompany loans and dividends. We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, share repurchases, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
Previous wording
Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including restricted cash), receivables securitization, and our existing debt financing arrangements. Such obligations include principal and interest obligations on long-term debt, contractual obligations for operating and finance leases, purchase obligations, legal settlement agreements, and our expectations for capital expenditures, which except as noted below, did not significantly change from what was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Our contractual and other obligations also include:
Current wording
Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including the current portion of restricted cash), receivables securitization, and our existing debt financing arrangements. Such obligations include principal and interest obligations on long-term debt, MOU Funding requirements, funding restructuring obligations, contractual obligations for operating and finance leases, purchase obligations, legal settlement agreements, and our expectations for capital expenditures, which except as noted below, did not significantly change from what was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Our contractual and other obligations also include:
Previous wording
Environmental remediation– We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off. Much of this liability results from Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and foreign laws. These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where waste generated by us was disposed. At June 30, 2024, our consolidated balance sheets include $580 million for environmental remediation liabilities, of which $127 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $127 million, $74 million relates to Fayetteville. Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.2 billion is available after consideration of the funding of the payment to the State of Ohio and supplemental payment to the State of Delaware (discussed below). Refer to the “Environmental Matters” section within this MD&Afor the anticipated environmental remediation payments over the next three years. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further discussion of the MOU and Qualified Spend.
Current wording
Environmental remediation– We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off. Much of this liability results from Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and foreign laws. These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct, or EID once conducted, operations or at sites where waste generated by us was disposed. At September 30, 2024, our consolidated balance sheets include $567 million for environmental remediation liabilities, of which $119 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $119 million, $67 million relates to Fayetteville. Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.0 billion is available after consideration of the funding of the payment to the State of Ohio and supplemental payment to the State of Delaware (discussed below). Refer to the “Environmental Matters” section within this MD&Afor the anticipated environmental remediation payments over the next three years. Refer to “Note 18 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further discussion of the MOU and Qualified Spend.
Previous wording
PFAS escrow funding requirements– Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities. In September 2023, we entered into a supplemental agreement to the binding MOU with DuPont, Corteva, and EID, whereby the parties agreed to i) release funds held in escrow to fund, in part, the qualified settlement fund per the terms of the U.S. public water system settlement agreement, ii) waive the escrow funding obligation of each party due no later than September 30, 2023 and iii) waive the escrow funding obligation due no later than September 30, 2024 under certain conditions as agreed to by the parties. The next escrow payment of $50 million is expected to be made on or before September 30, 2025 and on or before September 30 of each subsequent year through and including 2028. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statementsfor further discussion.
Current wording
PFAS escrow funding requirements– Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities. In September 2023, we entered into a supplemental agreement to the binding MOU with DuPont, Corteva, and EID, whereby the parties agreed to i) release funds held in escrow to fund, in part, the qualified settlement fund per the terms of the U.S. public water system settlement agreement, ii) waive the escrow funding obligation of each party due no later than September 30, 2023 and iii) waive the escrow funding obligation due no later than September 30, 2024 under certain conditions as agreed to by the parties. The parties agreed to fund the payments due by September 30, 2024, and we funded $50 million into the escrow account on September 30, 2024. As such, at September 30, 2024 and December 31, 2021, we had $50 million and $0 million deposited into the escrow account, respectively. The next escrow payment of $50 million is expected to be made on or before September 30, 2025 and on or before September 30 of each subsequent year through and including 2028. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits. Such payments will be made in a series of five consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. Refer to “Note 18 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statementsfor further discussion.
Previous wording
Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond. In November 2023, we, DuPont, Corteva, and EID entered into a settlement agreement with the State of Ohio to settle claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Our share of this settlement is $55 million, representing our portion of the contribution consistent with the MOU entered into among the parties in January 2021. Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion, $13 million, of a supplemental payment owed to the State of Delaware and expect to pay these amounts in the second half of 2024 or in 2025. We have accrued litigation of $175 million at June 30, 2024, which is inclusive of the settlement agreements with Ohio and Delaware, of which $103 million is classified as current. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statementsfor further discussion.
Current wording
Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond. In November 2023, we, DuPont, Corteva, and EID entered into a settlement agreement with the State of Ohio to settle claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Our share of this settlement is $55 million, representing our portion of the contribution consistent with the MOU entered into among the parties in January 2021. Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion, $13 million, of a supplemental payment owed to the State of Delaware and expect to pay these amounts in 2025. We have accrued litigation of $201 million at September 30, 2024, which is inclusive of the settlement agreements with Ohio and Delaware, of which $114 million is classified as current. Refer to “Note 18 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statementsfor further discussion.
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