Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 25, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | The Chemours Company | |
Entity Central Index Key | 0001627223 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Trading Symbol | CC | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 155,138,348 | |
Entity Shell Company | false | |
Entity File Number | 001-36794 | |
Entity Tax Identification Number | 46-4845564 | |
Entity Address, Address Line One | 1007 Market Street | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | 302 | |
Local Phone Number | 773-1000 | |
Title of 12(b) Security | Common Stock ($0.01 par value) | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Interim Consolidated Statements
Interim Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,915 | $ 1,655 | $ 3,679 | $ 3,091 |
Cost of goods sold | 1,418 | 1,391 | 2,697 | 2,530 |
Gross profit | 497 | 264 | 982 | 561 |
Selling, general, and administrative expense | 254 | 172 | 395 | 310 |
Research and development expense | 25 | 27 | 55 | 51 |
Restructuring, asset-related, and other charges | 1 | 5 | 12 | 0 |
Total other operating expenses | 280 | 204 | 462 | 361 |
Equity in earnings of affiliates | 16 | 10 | 28 | 20 |
Interest expense, net | (40) | (47) | (82) | (97) |
Other income, net | 38 | 21 | 44 | 21 |
Income before income taxes | 231 | 44 | 510 | 144 |
Provision for (benefit from) income taxes | 30 | (22) | 76 | (17) |
Net income | 201 | 66 | 434 | 161 |
Net income attributable to Chemours | $ 201 | $ 66 | $ 434 | $ 161 |
Per share data | ||||
Basic earnings per share of common stock | $ 1.29 | $ 0.40 | $ 2.75 | $ 0.97 |
Diluted earnings per share of common stock | $ 1.26 | $ 0.39 | $ 2.69 | $ 0.95 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income, pre-tax | $ 231 | $ 44 | $ 510 | $ 144 |
Net Income, tax | (30) | 22 | (76) | 17 |
Net income | 201 | 66 | 434 | 161 |
Hedging activities: | ||||
Unrealized gain (loss) on net investment hedge, pre-tax | 32 | (13) | 58 | 24 |
Unrealized gain (loss) on net investment hedge, tax | (8) | 3 | (14) | (6) |
Unrealized gain (loss) on net investment hedge, after-tax | 24 | (10) | 44 | 18 |
Unrealized gain (loss) on cash flow hedge, pre-tax | 9 | (1) | 18 | 3 |
Unrealized gain (loss) on cash flow hedge, tax | (1) | (3) | (1) | |
Unrealized gain (loss) on cash flow hedge, after-tax | 8 | (1) | 15 | 2 |
Reclassifications to net income - cash flow hedge, pre-tax | (4) | 2 | (6) | 4 |
Reclassifications to net income - cash flow hedge, tax | 1 | 1 | (1) | |
Reclassifications to net income - cash flow hedge, after-tax | (3) | 2 | (5) | 3 |
Hedging activities, net, pre-tax | 37 | (12) | 70 | 31 |
Hedging activities, net, tax | (8) | 3 | (16) | (8) |
Hedging activities, net, after-tax | 29 | (9) | 54 | 23 |
Cumulative translation adjustment, pre-tax | (73) | 36 | (77) | (34) |
Cumulative translation adjustment, after-tax | (73) | 36 | (77) | (34) |
Defined benefit plans: | ||||
Effect of foreign exchange rates, pre-tax | 4 | (2) | 7 | 2 |
Effect of foreign exchange rates, after-tax | 4 | (2) | 7 | 2 |
Amortization of actuarial loss, pre-tax | 2 | 2 | 4 | 4 |
Amortization of actuarial loss, tax | (1) | (1) | (1) | |
Amortization of actuarial loss, after-tax | 1 | 2 | 3 | 3 |
Amortization of prior service gain, pre- tax | (1) | (1) | (2) | |
Amortization of prior service gain, after-tax | (1) | (1) | (2) | |
Defined benefit plans, net, pre-tax | 6 | (1) | 10 | 4 |
Defined benefit plans, net, tax | (1) | (1) | (1) | |
Defined benefit plans, net, after-tax | 5 | (1) | 9 | 3 |
Unrealized gain (loss) on net investment hedge, tax | (8) | 3 | (14) | (6) |
Unrealized gain (loss) on cash flow hedge, tax | (1) | (3) | (1) | |
Reclassifications to net income - cash flow hedge, tax | 1 | 1 | (1) | |
Hedging activities, net, tax | (8) | 3 | (16) | (8) |
Unrealized gain (loss) on net investment hedge, after-tax | 24 | (10) | 44 | 18 |
Unrealized gain (loss) on cash flow hedge, after-tax | 8 | (1) | 15 | 2 |
Reclassifications to net income - cash flow hedge, after-tax | (3) | 2 | (5) | 3 |
Hedging activities, net, after-tax | 29 | (9) | 54 | 23 |
Cumulative translation adjustment, after-tax | (73) | 36 | (77) | (34) |
Unrealized gain (loss) on cash flow hedge, pre-tax | 9 | (1) | 18 | 3 |
Reclassifications to net income - cash flow hedge, pre-tax | (4) | 2 | (6) | 4 |
Hedging activities, net, pre-tax | 37 | (12) | 70 | 31 |
Cumulative translation adjustment, pre-tax | (73) | 36 | (77) | (34) |
Other comprehensive (loss) income, after-tax | (39) | 26 | (14) | (8) |
Comprehensive income, after-tax | 162 | 92 | 420 | 153 |
Comprehensive income (loss) attributable to Chemours, after-tax | $ 162 | $ 92 | $ 420 | $ 153 |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,248 | $ 1,451 |
Accounts and notes receivable, net | 1,066 | 720 |
Inventories | 1,219 | 1,099 |
Prepaid expenses and other | 73 | 75 |
Total current assets | 3,606 | 3,345 |
Property, plant, and equipment | 9,264 | 9,232 |
Less: Accumulated depreciation | (6,153) | (6,078) |
Property, plant, and equipment, net | 3,111 | 3,154 |
Operating lease right-of-use assets | 220 | 227 |
Goodwill | 102 | 102 |
Other intangible assets, net | 13 | 6 |
Investments in affiliates | 177 | 169 |
Restricted cash and restricted cash equivalents | 100 | 100 |
Other assets | 401 | 447 |
Total assets | 7,730 | 7,550 |
Current liabilities: | ||
Accounts payable | 1,249 | 1,162 |
Compensation and other employee-related cost | 111 | 173 |
Short-term and current maturities of long-term debt | 24 | 25 |
Current environmental remediation | 239 | 173 |
Other accrued liabilities | 263 | 325 |
Total current liabilities | 1,886 | 1,858 |
Long-term debt, net | 3,656 | 3,724 |
Operating lease liabilities | 178 | 179 |
Long-term environmental remediation | 468 | 389 |
Deferred income taxes | 54 | 49 |
Other liabilities | 273 | 269 |
Total liabilities | 6,515 | 6,468 |
Commitments and contingent liabilities (Note 16) | ||
Equity | ||
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 194,761,628 shares issued and 155,572,669 shares outstanding at June 30, 2022; 191,860,159 shares issued and 161,046,732 shares outstanding at December 31, 2021) | 2 | 2 |
Treasury stock, at cost (39,188,959 shares at June 30, 2022; 30,813,427 shares at December 31, 2021) | (1,517) | (1,247) |
Additional paid-in capital | 1,005 | 944 |
Retained earnings | 2,102 | 1,746 |
Accumulated other comprehensive loss | (378) | (364) |
Total Chemours stockholders’ equity | 1,214 | 1,081 |
Non-controlling interests | 1 | 1 |
Total equity | 1,215 | 1,082 |
Total liabilities and equity | $ 7,730 | $ 7,550 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 810,000,000 | 810,000,000 |
Common stock , par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares Issued (in shares) | 194,761,628 | 191,860,159 |
Common stock, shares outstanding (in shares) | 155,572,669 | 161,046,732 |
Treasury stock (in shares) | 39,188,959 | 30,813,427 |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interests [Member] |
Total stockholders' equity, beginning balance at Dec. 31, 2020 | $ 815 | $ 2 | $ (1,072) | $ 890 | $ 1,303 | $ (310) | $ 2 |
Shares, beginning balance at Dec. 31, 2020 | 190,239,883 | 25,319,235 | |||||
Common stock issued - compensation plans | 1 | (1) | |||||
Common stock issued - compensation plans (in shares) | 154,312 | ||||||
Exercise of stock options, net | 11 | 11 | |||||
Exercise of stock options, net (in shares) | 721,414 | ||||||
Purchases of treasury stock, at cost | (15) | $ (15) | |||||
Purchases of treasury stock at cost (in shares) | 423,273 | ||||||
Stock-based compensation expense | 20 | 20 | |||||
Cancellation of unissued stock awards withheld to cover taxes | (2) | (2) | |||||
Net income | 161 | 161 | |||||
Dividends | (82) | (82) | |||||
Other comprehensive income (loss) | (8) | (8) | |||||
Total stockholders' equity, ending balance at Jun. 30, 2021 | 900 | $ 2 | $ (1,087) | 920 | 1,381 | (318) | 2 |
Shares, ending balance at Jun. 30, 2021 | 191,115,609 | 25,742,508 | |||||
Total stockholders' equity, beginning balance at Mar. 31, 2021 | 852 | $ 2 | $ (1,072) | 907 | 1,357 | (344) | 2 |
Shares, beginning balance at Mar. 31, 2021 | 190,783,383 | 25,319,235 | |||||
Common stock issued - compensation plans (in shares) | 8,140 | ||||||
Exercise of stock options, net | 5 | 5 | |||||
Exercise of stock options, net (in shares) | 324,086 | ||||||
Purchases of treasury stock, at cost | (15) | $ (15) | |||||
Purchases of treasury stock at cost (in shares) | 423,273 | ||||||
Stock-based compensation expense | 8 | 8 | |||||
Net income | 66 | 66 | |||||
Dividends | (42) | (42) | |||||
Other comprehensive income (loss) | 26 | 26 | |||||
Total stockholders' equity, ending balance at Jun. 30, 2021 | 900 | $ 2 | $ (1,087) | 920 | 1,381 | (318) | 2 |
Shares, ending balance at Jun. 30, 2021 | 191,115,609 | 25,742,508 | |||||
Total stockholders' equity, beginning balance at Dec. 31, 2021 | 1,082 | $ 2 | $ (1,247) | 944 | 1,746 | (364) | 1 |
Shares, beginning balance at Dec. 31, 2021 | 191,860,159 | 30,813,427 | |||||
Common stock issued - compensation plans (in shares) | 295,736 | ||||||
Exercise of stock options, net | 48 | 48 | |||||
Exercise of stock options, net (in shares) | 2,605,733 | ||||||
Purchases of treasury stock, at cost | (270) | $ (270) | |||||
Purchases of treasury stock at cost (in shares) | 8,375,532 | ||||||
Stock-based compensation expense | 17 | 17 | |||||
Cancellation of unissued stock awards withheld to cover taxes | (4) | (4) | |||||
Net income | 434 | 434 | |||||
Dividends | (78) | (78) | |||||
Other comprehensive income (loss) | (14) | (14) | |||||
Total stockholders' equity, ending balance at Jun. 30, 2022 | 1,215 | $ 2 | $ (1,517) | 1,005 | 2,102 | (378) | 1 |
Shares, ending balance at Jun. 30, 2022 | 194,761,628 | 39,188,959 | |||||
Total stockholders' equity, beginning balance at Mar. 31, 2022 | 1,167 | $ 2 | $ (1,393) | 956 | 1,940 | (339) | 1 |
Shares, beginning balance at Mar. 31, 2022 | 192,509,285 | 35,665,393 | |||||
Common stock issued - compensation plans (in shares) | 3,717 | ||||||
Exercise of stock options, net | 42 | 42 | |||||
Exercise of stock options, net (in shares) | 2,248,626 | ||||||
Purchases of treasury stock, at cost | (124) | $ (124) | |||||
Purchases of treasury stock at cost (in shares) | 3,523,566 | ||||||
Stock-based compensation expense | 7 | 7 | |||||
Net income | 201 | 201 | |||||
Dividends | (39) | (39) | |||||
Other comprehensive income (loss) | (39) | (39) | |||||
Total stockholders' equity, ending balance at Jun. 30, 2022 | $ 1,215 | $ 2 | $ (1,517) | $ 1,005 | $ 2,102 | $ (378) | $ 1 |
Shares, ending balance at Jun. 30, 2022 | 194,761,628 | 39,188,959 |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement Of Stockholders Equity [Abstract] | ||||
Dividends per share declared during period | $ 0.25 | $ 0.25 | $ 0.50 | $ 0.50 |
Interim Consolidated Statemen_5
Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 434 | $ 161 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 146 | 163 |
Gain on sales of assets and businesses, net | (27) | (2) |
Equity in earnings of affiliates, net | (23) | (19) |
Amortization of debt issuance costs and issue discounts | 4 | 4 |
Deferred tax benefit | (9) | (39) |
Asset-related charges | 5 | 0 |
Stock-based compensation expense | 17 | 20 |
Net periodic pension cost | 4 | 3 |
Defined benefit plan contributions | (7) | (8) |
Other operating charges and credits, net | (8) | 24 |
Decrease (increase) in operating assets: | ||
Accounts and notes receivable | (339) | (288) |
Inventories and other operating assets | (86) | (60) |
(Decrease) increase in operating liabilities: | ||
Accounts payable and other operating liabilities | 182 | 336 |
Cash provided by operating activities | 293 | 295 |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment | (168) | (127) |
Proceeds from sales of assets and businesses | 33 | 0 |
Foreign exchange contract settlements, net | (1) | (7) |
Other investing activities | (9) | 0 |
Cash used for investing activities | (145) | (134) |
Cash flows from financing activities | ||
Debt repayments | (7) | (27) |
Payments on finance leases | (6) | (5) |
Payments of debt issuance cost | (1) | 0 |
Purchases of treasury stock, at cost | (272) | (13) |
Proceeds from exercised stock options, net | 48 | 11 |
Payments related to tax withholdings on vested stock awards | (4) | (2) |
Payments of dividends to the Company's common shareholders | (78) | (82) |
Cash used for financing activities | (320) | (118) |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | (31) | (9) |
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents | (203) | 34 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1, | 1,551 | 1,105 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at June 30, | 1,348 | 1,139 |
Non-cash investing and financing activities: | ||
Purchases of property, plant, and equipment included in accounts payable | 41 | 43 |
Treasury Stock repurchased, not settled | $ 2 | $ 2 |
Background, Description of the
Background, Description of the Business, and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background, Description of the Business, and Basis of Presentation | Note 1. Background, Description of the Business, and Basis of Presentation The Chemours Company (“Chemours”, or the “Company”) is a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. The Company delivers 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. The Company’s principal products include titanium dioxide (“TiO 2 2 Unless the context otherwise requires, references herein to “The Chemours Company”, “Chemours”, “the Company”, “our Company”, “we”, “us”, and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to “EID” refer to E. I. du Pont de Nemours and Company, which is Chemours’ former parent company and is now a subsidiary of Corteva, Inc. (“Corteva”). Reference herein to “DuPont” refer to DuPont de Nemours, Inc. The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair statement of the Company’s results for interim periods have been included. The notes that follow are an integral part of the Company’s interim consolidated financial statements. The Company’s results for interim periods should not be considered indicative of its results for a full year, and the year-end consolidated balance sheet does not include all of the disclosures required by GAAP. As such, these interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements Certain prior period amounts have been reclassified to conform to the current period presentation, the effect of which was not material to the Company’s interim consolidated financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements Accounting Guidance Issued and Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). The amendments in this update provide optional guidance for a limited period of time to ease the potential burden associated with accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. ASU No. 2020-04 is effective March 12, 2020 through December 31, 2022. The Company does not expect the impacts of adopting ASU No. 2020-04 to be material to its financial position, results of operations and cash flows. Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements. Disclosures by Business Entities About Government Assistance In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance (“ASU No. 2021-10”), which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance will be effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 3. Acquisitions and Divestitures Divestitures In December 2021, the Company entered into an agreement to sell land related to the Beaumont former operating site for cash consideration of approximately $17 (the “Beaumont Transaction”). The Company completed the land sale on May 24, 2022 and received net cash proceeds of $17. In |
Net Sales
Net Sales | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Net Sales | Note 4. Net Sales Disaggregation of Net Sales The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment and product group for the three and Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales by geographic region (1) North America: Titanium Technologies $ 366 $ 250 $ 680 $ 456 Thermal & Specialized Solutions 315 168 575 315 Advanced Performance Materials 152 130 297 240 Other Segment 16 50 29 83 Total North America 849 598 1,581 1,094 Asia Pacific: Titanium Technologies 284 269 564 515 Thermal & Specialized Solutions 59 49 94 86 Advanced Performance Materials 161 150 314 290 Other Segment 6 6 12 12 Total Asia Pacific 510 474 984 903 Europe, the Middle East, and Africa: Titanium Technologies 201 223 413 398 Thermal & Specialized Solutions 91 89 171 176 Advanced Performance Materials 72 67 145 135 Other Segment 5 5 9 9 Total Europe, the Middle East, and Africa 369 384 738 718 Latin America (2): Titanium Technologies 117 117 240 214 Thermal & Specialized Solutions 53 34 103 66 Advanced Performance Materials 16 15 30 30 Other Segment 1 33 3 66 Total Latin America 187 199 376 376 Total net sales $ 1,915 $ 1,655 $ 3,679 $ 3,091 Net sales by segment and product group Titanium Technologies: Titanium dioxide and other minerals $ 968 $ 859 $ 1,897 $ 1,583 Thermal & Specialized Solutions: Refrigerants 424 271 768 512 Foam, propellants, and other 94 69 175 131 Advanced Performance Materials: Fluoropolymers and advanced materials 401 362 786 695 Other Segment 28 94 53 170 Total net sales $ 1,915 $ 1,655 $ 3,679 $ 3,091 (1) Net sales are attributed to countries based on customer location. (2) Latin America includes Mexico. Substantially all of the Company’s net sales are derived from goods and services transferred at a point in time. Contract Balances The Company’s assets and liabilities from contracts with customers constitute accounts receivable - trade, deferred revenue, and customer rebates. An amount for accounts receivable - trade is recorded when the right to consideration under a contract becomes unconditional. An amount for deferred revenue is recorded when consideration is received prior to the conclusion that a contract exists, or when a customer transfers consideration prior to the Company satisfying its performance obligations under a contract. Customer rebates represent an expected refund liability to a customer based on a contract. In contracts with customers where a rebate is offered, it is generally applied retroactively based on the achievement of a certain sales threshold. As revenue is recognized, the Company estimates whether or not the sales threshold will be achieved to determine the amount of variable consideration to include in the transaction price. The following table sets forth the Company’s contract balances from contracts with customers at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Contract assets: Accounts receivable - trade, net (Note 8) $ 923 $ 644 Contract liabilities: Deferred revenue $ 7 $ 5 Customer rebates (Note 13) 63 83 Changes in the Company’s deferred revenue balances resulting from additions for advance payments and deductions for amounts recognized in net sales during the three and six months ended June 30, 2022 were not significant. For the three and six months ended June 30, 2022, the amount of net sales recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) were not significant. There were no material contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts as of June 30, 2022 and December 31, 2021. Remaining Performance Obligations Certain of the Company’s master services agreements or other arrangements contain take-or-pay clauses, whereby customers are required to purchase a fixed minimum quantity of product during a specified period, or pay the Company for such orders, even if not requested by the customer. The Company considers these take-or-pay clauses to be an enforceable contract, and as such, the legally-enforceable minimum amounts under such an arrangement are considered to be outstanding performance obligations on contracts with an original expected duration greater than one year. At June 30, 2022, Chemours had $9 of remaining performance obligations. The Company expects to recognize approximately 35% of its remaining performance obligations as revenue in 2022 and approximately 65% as revenue in 2023. The Company applies the allowable practical expedient and does not include remaining performance obligations that have original expected durations of one year or less, or amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. Amounts for contract renewals that are not yet exercised by June 30, 2022 are also excluded. |
Restructuring, Asset-Related, a
Restructuring, Asset-Related, and Other Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring And Related Activities [Abstract] | |
Restructuring, Asset-Related, and Other Charges | Note 5. Restructuring, Asset-related, and Other Charges The following table sets forth the components of the Company’s restructuring, asset-related, and other charges for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Employee separation charges $ 1 $ (1 ) $ 6 $ (2 ) Decommissioning and other charges (1) — 6 1 2 Total restructuring and other charges 1 5 7 — Asset-related charges (2) — — 5 — Total restructuring, asset-related, and other charges $ 1 $ 5 $ 12 $ — (1) In 2021, decommissioning and other charges includes a net $9 gain resulting from contract termination with a third-party services provider at the Company’s previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. (2) In 2022, asset-related charges include asset charges resulting from the conflict between Russia and Ukraine and the Company’s decision to suspend its business with Russian entities. 2022 Restructuring Program In the first quarter of 2022, management initiated a severance program that was largely attributable to further aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives. The Company recorded $1 and $6 of employee separation costs for the three and six months ended June 30, 2022, which it expects to incur to complete the severance program. The severance costs were recognized as follows: $1 in Thermal & Specialized Solutions, $2 in Advanced Performance Materials and $3 in Corporate and Other. The program and related severance payments are expected to be substantially completed by the end of 2022. The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the six months ended June 30, 2022. Other Segment Site Closures 2022 Restructuring Program Total Balance at December 31, 2021 $ 1 $ — $ 1 Charges to income — 6 6 Payments (1 ) (2 ) (3 ) Balance at June 30, 2022 $ — $ 4 $ 4 At June 30, 2022, there were no significant outstanding liabilities related to the Company’s decommissioning and other restructuring-related charges. |
Other Income (Expense), Net
Other Income (Expense), Net | 6 Months Ended |
Jun. 30, 2022 | |
Other Income And Expenses [Abstract] | |
Other Income (Expense), Net | Note 6. Other Income (Expense), Net The following table sets forth the components of the Company’s other income (expense), net for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Leasing, contract services, and miscellaneous income $ 11 $ 10 $ 15 $ 12 Royalty income (1) 2 4 2 7 Gain on sales of assets and businesses, net (2) 26 2 27 2 Exchange (losses) gains, net (3) (3 ) 3 (3 ) (5 ) Non-operating pension and other post-retirement employee benefit income (4) 2 2 3 5 Total other income, net $ 38 $ 21 $ 44 $ 21 (1) Royalty income is primarily from technology licensing. (2) For the three and six months ended June 30, 2022, gain on sale includes net pre-tax gain on sale of $11 related to the Beaumont Transaction and $18 related to the Pascagoula Transaction which is further discussed in “Note 3 – Acquisitions and Divestitures”. (3) Exchange gains (losses), net includes gains and losses on the Company’s foreign currency forward contracts that have not been designated as a cash flow hedge. (4) Non-operating pension and other post-retirement employee benefit income represents the components of net periodic pension income (cost), excluding the service cost component. |
Earnings Per Share of Common St
Earnings Per Share of Common Stock | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share of Common Stock | Note 7. Earnings Per Share of Common Stock The following table sets forth the reconciliations of the numerators and denominators of the Company’s basic and diluted earnings per share (“EPS”) calculations for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income attributable to Chemours $ 201 $ 66 $ 434 $ 161 Denominator: Weighted-average number of common shares outstanding - basic 156,224,802 166,168,550 158,051,092 165,912,089 Dilutive effect of the Company’s employee compensation plans 3,442,411 3,989,453 3,562,159 3,693,498 Weighted-average number of common shares outstanding - diluted 159,667,213 170,158,003 161,613,251 169,605,587 Basic earnings per share of common stock $ 1.29 $ 0.40 $ 2.75 $ 0.97 Diluted earnings per share of common stock 1.26 0.39 2.69 0.95 The following table sets forth the average number of stock options that were anti-dilutive and, therefore, were not included in the Company’s diluted EPS calculations for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Average number of stock options 868,168 1,494,624 1,173,275 1,502,192 |
Accounts and Notes Receivable,
Accounts and Notes Receivable, Net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts and Notes Receivable, Net | Note 8. Accounts and Notes Receivable, Net The following table sets forth the components of the Company’s accounts and notes receivable, net at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Accounts receivable - trade, net (1) $ 923 $ 644 VAT, GST, and other taxes (2) 56 41 Other receivables (3) 87 35 Total accounts and notes receivable, net $ 1,066 $ 720 (1) Accounts receivable - trade, net includes trade notes receivable of $2 and $17 and is net of allowances for doubtful accounts of $10 and $5 at June 30, 2022 and December 31, 2021, respectively. Such allowances are equal to the estimated uncollectible amounts. (2) Value added tax (“VAT”) and goods and services tax (“GST”) for various jurisdictions. (3) Other receivables consist of derivative instruments, advances, other deposits, receivables under the transition services agreement with Draslovka Holding a.s. related to the sale of the Company’s Mining Solutions business and receivables under the terms of the MOU which are further discussed in “Note 16 – Commitments and Contingent Liabilities”. Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to $2 and $8 for the three and six months ended June 30, 2022, respectively, and $1 for the three and six months ended June 30, 2021. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Net [Abstract] | |
Inventories | Note 9. Inventories The following table sets forth the components of the Company’s inventories at June 30, 2022 and December 31, 2021 . June 30, 2022 December 31, 2021 Finished products $ 815 $ 704 Semi-finished products 216 192 Raw materials, stores, and supplies 499 475 Inventories before LIFO adjustment 1,530 1,371 Less: Adjustment of inventories to LIFO basis (311 ) (272 ) Total inventories $ 1,219 $ 1,099 Inventory values, before last-in, first-out (“LIFO”) adjustment are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at substantially all of the Company’s U.S. locations, which comprised $707 and $650 (or 46% and 47%, respectively) of inventories before the LIFO adjustments at June 30, 2022 and December 31, 2021, respectively. The remainder of the Company’s inventory held in international locations and certain U.S. locations is valued under the average cost method. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Note 10. Property, Plant, and Equipment, Net The following table sets forth the components of the Company’s property, plant, and equipment, net at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Equipment $ 7,558 $ 7,559 Buildings 1,171 1,168 Construction-in-progress 396 361 Land 103 108 Mineral rights 36 36 Property, plant, and equipment 9,264 9,232 Less: Accumulated depreciation (6,153 ) (6,078 ) Total property, plant, and equipment, net $ 3,111 $ 3,154 Property, plant, and equipment, net included gross assets under finance leases of $91 and $95 at June 30, 2022 and December 31, 2021, respectively. Depreciation expense amounted to $71 and $144 for the three and six months ended June 30, 2022, respectively, and $78 and $158 for the three and six months ended June 30, 2021, respectively. |
Investments in Affiliates
Investments in Affiliates | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Affiliates | Note 11. Investments in Affiliates The Company engages in transactions with its equity method investees in the ordinary course of business. Net sales to the Company’s equity method investees amounted to $ 55 equity 60 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | Note 12. Other Assets The following table sets forth the components of the Company’s other assets at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Capitalized repair and maintenance costs $ 152 $ 195 Pension assets (1) 56 55 Deferred income taxes 170 171 Miscellaneous 23 26 Total other assets $ 401 $ 447 (1) Pension assets represents the funded status of certain of the Company's long-term employee benefit plans. |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Other Accrued Liabilities | Note 13. Other Accrued Liabilities The following table sets forth the components of the Company’s other accrued liabilities at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Accrued litigation (1) $ 14 $ 36 Asset retirement obligations (2) 10 14 Income taxes 35 43 Customer rebates 63 83 Accrued interest 17 17 Operating lease liabilities 52 59 Miscellaneous (3) 72 73 Total other accrued liabilities $ 263 $ 325 (1) Represents the current portion of accrued litigation, which is discussed further in “Note 16 – Commitments and Contingent Liabilities”. (2) Represents the current portion of asset retirement obligations, which are discussed further in “Note 15 – Other Liabilities”. (3) Miscellaneous primarily includes accruals related to utility expenses, property taxes, a workers compensation indemnification liability and other miscellaneous expenses. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 14. Debt The following table sets forth the components of the Company’s debt at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 771 $ 776 Tranche B-2 euro term loan due April 2025 (€335 at June 30, 2022 and €337 at December 31, 2021) 355 381 Senior unsecured notes: 4.000% due May 2026 (€450 at June 30, 2022 and December 31, 2021) 476 510 5.375% due May 2027 500 500 5.750% due November 2028 800 800 4.625% due November 2029 650 650 Finance lease liabilities 66 72 Financing obligation (1) 92 93 Total debt principal 3,710 3,782 Less: Unamortized issue discounts (5 ) (5 ) Less: Unamortized debt issuance costs (25 ) (28 ) Less: Short-term and current maturities of long-term debt (24 ) (25 ) Total long-term debt, net $ 3,656 $ 3,724 (1) At June 30, 2022 and December 31, 2021, financing obligation includes $92 and $93, respectively, in connection with the financed portion of the Company’s research and development facility located in the Science, Technology, and Advanced Research Campus of the University of Delaware in Newark, Delaware (“Chemours Discovery Hub”). Senior Secured Credit Facilities The Company’s credit agreement, as amended and restated on April 3, 2018 (“Credit Agreement”), provides for a seven-year five-year April 2025 May 2026 No borrowings were outstanding under the Revolving Credit Facility at June 30, 2022 and December 31, 2021. The Company made term loan repayments of $3 and $6 for the three and six months ended June 30, 2022, respectively, and $3 and $7 for the three and six months ended June 30, 2021, respectively. Chemours also had $105 and $107 in letters of credit issued and outstanding under the Revolving Credit Facility at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022, the effective interest rates on the Dollar Term Loan and the Euro Term Loan were 3.4% and 2.5%, respectively. Also, at June 30, 2022, commitment fees on the Revolving Credit Facility were assessed at a rate of 0.15% per annum. Accounts Receivable Securitization Facility The Company, through a wholly-owned special purpose entity (“SPE”), maintains an amended and restated receivables purchase agreement dated March 9, 2020, which was amended on March 5, 2021 and further amended on November 24, 2021 (the “Amended Purchase Agreement”). Pursuant to the Amended Purchase Agreement, the Company does not maintain effective control over the transferred receivables, and therefore accounts for these transfers as sales of receivables. Cash received from collections of sold receivables is used to fund additional purchases of receivables at 100% of face value on a revolving basis, not to exceed the facility limit, which is the aggregate purchase limit. During the three and six months ended June 30, 2022, the Company received $339 and $677, respectively, of cash collections on receivables sold under the Amended Purchase Agreement, following which it sold and derecognized $339 and $677, respectively, of incremental accounts receivable. During the three and six months ended June 30, 2021, the Company received $345 and $616, respectively, of cash collections on receivables sold under the Amended Purchase Agreement, following which it sold and derecognized $370 and $641, respectively, of incremental accounts receivable. The Company maintains continuing involvement as it acts as the servicer for the sold receivables and guarantees payment to the bank. As collateral against the sold receivables, the SPE maintains a certain level of unsold receivables, which amounted to $217 and $76 at June 30, 2022 and December 31, 2021, respectively. The Company incurred $1 and $2 of fees associated with the Securitization Facility during the three and six months ended June 30, 2022, respectively, and $1 during the three and six months ended June 30, 2021. Costs associated with the sales of receivables are reflected in the Company’s consolidated statements of operations for the periods in which the sales occur. Maturities The Company has required quarterly principal payments related to the Senior Secured Credit Facilities equivalent to 1.00% per annum through December 2024, with the balance due at maturity. Also, following the end of each fiscal year, the Company is required to make additional principal payments depending on leverage levels, as defined in the Credit Agreement, equivalent to up to 50% of excess cash flows based on certain leverage targets with step-downs to 25% and 0% as actual leverage decreases to below a 3.50 to 1.00 leverage target. The Company is not required to make additional principal payments in 2022. The following table sets forth the Company’s debt principal maturities for the next five years and thereafter. Remainder of 2022 $ 6 2023 13 2024 13 2025 1,094 2026 476 Thereafter 1,950 Total principal maturities on debt $ 3,552 Debt Fair Value The following table sets forth the estimated fair values of the Company’s senior debt issues, which are based on quotes received from third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy. June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 771 $ 730 $ 776 $ 769 Tranche B-2 euro term loan due April 2025 (€335 at June 30, 2022 and €337 at December 31, 2021) 355 333 381 378 Senior unsecured notes: 4.000% due May 2026 (€450 at June 30, 2022 and December 31, 2021) 476 424 510 518 5.375% due May 2027 500 457 500 538 5.750% due November 2028 800 683 800 846 4.625% due November 2029 650 516 650 645 Total senior debt principal 3,552 $ 3,143 3,617 $ 3,694 Less: Unamortized issue discounts (5 ) (5 ) Less: Unamortized debt issuance costs (25 ) (28 ) Total senior debt, net $ 3,522 $ 3,584 |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 15. Other Liabilities The following table sets forth the components of the Company’s other liabilities at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Employee-related costs (1) $ 90 $ 94 Accrued litigation (2) 50 50 Asset retirement obligations (3) 68 62 Miscellaneous (4) 65 63 Total other liabilities $ 273 $ 269 (1) Employee-related costs primarily represents liabilities associated with the Company’s long-term employee benefit plans. (2) Represents the long-term portion of accrued litigation, which is discussed further in “Note 16 – Commitments and Contingent Liabilities”. (3) Represents the long-term portion of asset retirement obligations, which totaled $78 and $76 when combined with the current portion at June 30, 2022 and December 31, 2021, respectively, as disclosed in “Note 13 – Other Accrued Liabilities”. For the six months ended June 30, 2022, liabilities incurred during the period, reduction in estimated cash outflows, liabilities settled in the current period and accretion expense were not material. (4) Miscellaneous primarily includes an accrued workers compensation indemnification liability of $34 and $32 at June 30, 2022 and December 31, 2021. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 16. Commitments and Contingent Liabilities Litigation Overview The Company and certain of its subsidiaries, from time to time, are subject to various lawsuits, claims, assessments, and proceedings with respect to product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental, anti-trust, and other such matters that arise in the ordinary course of business. In addition, Chemours, by virtue of its status as a subsidiary of EID prior to its separation on July 1, 2015 (the “Separation”), is subject to or required under the Separation-related agreements executed prior to the Separation to indemnify EID against various pending legal proceedings. Except as noted below, while management believes it is reasonably possible that Chemours could incur losses in excess of the amounts accrued, if any, for the aforementioned proceedings, it does not believe any such loss would have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or proceedings. Disputes between Chemours and EID may arise regarding indemnification matters, including disputes based on matters of law or contract interpretation. Should disputes arise, they could materially adversely affect Chemours. The Company accrues for litigation matters when it is probable that a liability has been incurred, and the amount of the liability can be reasonably estimated. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. When a material loss contingency is reasonably possible, but not probable, the Company does not record a liability, but instead discloses the nature of the matter and an estimate of the loss or range of loss, to the extent such estimate can be made. The following table sets forth the components of the Company’s accrued litigation at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Asbestos $ 33 $ 33 PFOA 23 23 All other matters (1) 8 30 Total accrued litigation $ 64 $ 86 (1) At December 31, 2021, all other matters includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at June 30, 2022 and December 31, 2021. Balance Sheet Location June 30, 2022 December 31, 2021 Accrued Litigation: Current accrued litigation (1) Other accrued liabilities (Note 13) $ 14 $ 36 Long-term accrued litigation Other liabilities (Note 15) 50 50 Total accrued litigation $ 64 $ 86 (1) At December 31, 2021, current accrued litigation includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. Memorandum of Understanding (the “MOU”) with DuPont, Corteva and EID In January 2021, Chemours, DuPont, Corteva, and EID, a subsidiary of Corteva, entered into a binding MOU, reflecting the parties’ agreement to share potential future legacy liabilities relating to per- and polyfluoroalkyl substances (“PFAS”) arising out of pre-July 1, 2015 conduct (i.e., “Indemnifiable Losses”, as defined in the separation agreement, dated as of June 26, 2015, as amended, between EID and Chemours (the “Separation Agreement”)) until the earlier to occur of: (i) December 31, 2040; (ii) the day on which the aggregate amount of Qualified Spend is equal to $4,000; or, (iii) a termination in accordance with the terms of the MOU (e.g., non-performance of the escrow funding requirements pursuant to the MOU by any party). As defined in the MOU, Qualified Spend includes: • All Indemnifiable Losses (as defined in the Separation Agreement), including punitive damages, to the extent relating to, arising out of, by reason of, or otherwise in connection with PFAS Liabilities as defined in the MOU (including any mutually agreed-upon settlements); • Any costs or amounts to abate, remediate, financially assure, defend, settle, or otherwise pay for all pre-July 1, 2015 PFAS Liabilities or exposure, regardless of when those liabilities are manifested; includes Natural Resources Damages claims associated with PFAS Liabilities; • Fines and/or penalties from governmental agencies for legacy EID PFAS emissions or discharges prior to the spin-off; and, • Site-Related GenX Claims as defined in the MOU. The parties have agreed that, during the term of the cost-sharing arrangement, Chemours will 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 $4,000. To date under the MOU, total aggregate Qualified Spend, including settlements, by Chemours, DuPont, and Corteva has amounted to $223. Any recoveries of Qualified Spend from DuPont and/or Corteva under the cost-sharing arrangement will be recognized as an offset to the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when realizable. Any Qualified Spend incurred by DuPont and/or Corteva under the cost-sharing arrangement will be recognized in the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when the amounts of such costs are probable and estimable or expensed as incurred with respect to period costs, such as legal expenses. The Company incurred expenditures subject to cost-sharing as Qualified Spend under the MOU of approximately $39 and $64 during the three and six months ended June 30, 2022, respectively, and $30 and $42 during the three and six months ended June 30, 2021, respectively. After the term of this arrangement, Chemours’ indemnification obligations under the Separation Agreement would continue unchanged, subject in each case to certain exceptions set out in the MOU. Pursuant to the terms of the MOU, the parties have agreed to release certain claims regarding Chemours’ Delaware lawsuit and confidential arbitration (concerning the indemnification of specified liabilities that EID assigned to Chemours in its spin-off), including that Chemours has released any claim set forth in the complaint filed in the Delaware lawsuit, any other similar claims arising out of or resulting from the facts recited by Chemours in the complaint or the process and manner in which EID structured or conducted the spin-off, and any other claims that challenge the spin-off or the assumption of Chemours Liabilities (as defined in the Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set out in the MOU. The parties have further agreed not to bring any future, additional claims regarding the Separation Agreement or the MOU outside of arbitration. The parties have also agreed to establish an escrow account to support and manage the payments for potential future PFAS liabilities. The MOU provides that: (i) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 into an escrow account and DuPont and Corteva shall together deposit $100 in the aggregate into an escrow account, and (ii) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 into an escrow account and DuPont and Corteva shall together deposit $50 in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700, Chemours will make 50% of the deposits and DuPont and Corteva together will make 50% of the deposits necessary to restore the balance of the escrow account to $700. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. Any funds that remain in escrow at termination of the MOU will revert to the party that deposited them. As such, future payments made by the Company into the escrow account will remain an asset of Chemours, and such payments will be reflected as a transfer to restricted cash and restricted cash equivalents on its consolidated balance sheets. At June 30, 2022 and December 31, 2021, the Company had $100 deposited in the escrow account, which is recognized as restricted cash and restricted cash equivalents on its consolidated balance sheets. No withdrawals are permitted from the escrow account before January 2026, except for funding mutually agreed-upon third-party settlements in excess of $125. Starting in January 2026, withdrawals may be made from the escrow account to fund Qualified Spend if the parties’ aggregate Qualified Spend in that particular year is greater than $200. Starting in January 2031, the amounts in the escrow account can be used to fund any Qualified Spend. Future payments from the escrow account for potential future PFAS liabilities will be reflected on the Company’s consolidated statement of cash flows at that point in time. The parties will cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU. Asbestos In the Separation, EID assigned its asbestos docket to Chemours. At June 30, 2022 and December 31, 2021, there were approximately 900 and 1,000 lawsuits pending against EID alleging personal injury from exposure to asbestos, respectively. These cases are pending in state and federal court in numerous jurisdictions in the U.S. and are individually set for trial. A small number of cases are pending outside of the U.S. Most of the actions were brought by contractors who worked at sites between the 1950s and the 1990s. A small number of cases involve similar allegations by EID employees or household members of contractors or EID employees. Finally, certain lawsuits allege personal injury as a result of exposure to EID products. At June 30, 2022 and December 31, 2021, Chemours had an accrual of $33 related to these matters. Benzene In the Separation, EID assigned its benzene docket to Chemours. At June 30, 2022 and December 31, 2021, there were 15 and 19 cases pending against EID alleging benzene-related illnesses, respectively. These cases consist of premises matters involving contractors and deceased former employees who claim exposure to benzene while working at EID sites primarily in the 1960s through the 1980s, and product liability claims based on alleged exposure to benzene found in trace amounts in aromatic hydrocarbon solvents used to manufacture EID products such as paints, thinners, and reducers. Management believes that a loss is reasonably possible as to the docket as a whole; however, given the evaluation of each benzene matter is highly fact-driven and impacted by disease, exposure, and other factors, a range of such losses cannot be reasonably estimated at this time. In May 2021, the Company and EID filed suit in Delaware state court against multiple insurance companies for breach of their contractual obligations to indemnify Chemours and EID against liabilities, costs and losses relating to benzene litigation which are covered under liability insurance policies purchased by EID during the period 1967 to 1986. EID and Chemours are seeking payment of all costs and settlement amounts for past and future benzene cases falling under those policies. The outcome of this matter is not expected to have a material impact on Chemours’ results of operations or financial position. PFOA Chemours does not, and has never, used “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) as a polymer processing aid nor sold it as a commercial product. Prior to the Separation, the performance chemicals segment of EID made PFOA at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) and used PFOA as a processing aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites, including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey; Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours. At June 30, 2022 and December 31, 2021, Chemours maintained accruals of $23, related to PFOA matters under the Leach Settlement (discussed below), EID’s obligations under agreements with the U.S. Environmental Protection Agency (the “EPA”), and voluntary commitments to the New Jersey Department of Environmental Protection (the “NJ DEP”). These obligations and voluntary commitments include surveying, sampling, and testing drinking water in and around certain Company sites, and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the applicable levels. The Company will continue to work with EPA, NJ DEP and other authorities regarding the extent of work that may be required with respect to these matters. Leach Settlement In 2004, EID settled a class action captioned Leach v. DuPont The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia, kidney cancer, testicular cancer, thyroid disease, ulcerative colitis, and diagnosed high cholesterol. Under the terms of the settlement, EID is obligated to fund up to $235 for a medical monitoring program for eligible class members and pay the administrative costs associated with the program, including class counsel fees. The court-appointed Director of Medical Monitoring implemented the program, and testing is ongoing with associated payments to service providers disbursed from an escrow account which the Company replenishes pursuant to the settlement agreement. Through June 30, 2022, approximately $1.9 has been disbursed from escrow related to medical monitoring. While it is reasonably possible that the Company will incur additional costs related to the medical monitoring program, such costs cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class members and the scope of testing. In addition, under the Leach settlement agreement, EID must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts and private well users. At Separation, this obligation was assigned to Chemours and is included in the $23 accrued at June 30, 2022 and December 31, 2021. PFOA Leach Class Personal Injury Further, under the Leach settlement, class members may pursue personal injury claims against EID only for those diseases for which the C8 Science Panel determined a probable link exists. Approximately 3,500 lawsuits were subsequently filed in various federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation (“MDL”) in Ohio federal court. These were resolved in March 2017 when EID entered into an agreement settling all MDL cases and claims, including all filed and unfiled personal injury cases and claims that were part of the plaintiffs’ counsel’s claims inventory, as well as cases tried to a jury verdict (the “First MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by EID. Concurrently with the First MDL Settlement, EID and Chemours agreed to a limited sharing of potential future PFOA costs (i.e. “Indemnifiable Losses”, as defined in the Separation Agreement between EID and Chemours) for a period of five years. The cost-sharing agreement entered concurrently with the First MDL Settlement has been superseded by the binding MOU addressing certain PFAS matters and costs. For more information on this matter refer to “Memorandum of Understanding (the “MOU”) with Dupont, Corteva and EID” within this “Note 16 – Commitments and Contingent Liabilities”. While all MDL lawsuits were dismissed or resolved through the First MDL Settlement, the First MDL Settlement did not resolve PFOA personal injury claims of plaintiffs who did not have cases or claims in the MDL or personal injury claims based on diseases first diagnosed after February 11, 2017. Approximately 96 plaintiffs filed matters after the First MDL Settlement. In January 2021, EID and Chemours entered into settlement agreements with counsel representing these plaintiffs, providing for a settlement of all but one of the 96 then filed and pending cases, as well as additional pre-suit claims, under which those cases and claims of settling plaintiffs were resolved for approximately $83 (the “Second MDL Settlement”). Chemours contributed approximately $29 and DuPont and Corteva each contributed approximately $27 to the Second MDL Settlement. The single matter not included in the Second MDL Settlement is a testicular cancer case tried in March 2020 to a verdict of $40 in compensatory and emotional distress damages and $10 in loss of consortium damages. The jury found that EID’s conduct did not warrant punitive damages. In March 2021, the trial court issued post trial rulings which reduced the consortium damages to $0.25. The Company has appealed the verdict. Management believes that the probability of a loss regarding the verdict is remote, given numerous meritorious grounds for pending post-trial motions and appeal. State of Ohio In February 2018, the State of Ohio initiated litigation against EID regarding historical PFOA emissions from the Washington Works site. Chemours is an additional named defendant. Ohio alleges damage to natural resources and fraudulent transfer in the spin-off that created Chemours and seeks damages including remediation and other costs and punitive damages. PFAS EID and Chemours have received governmental and regulatory inquiries and have been named in other litigations, including class actions, brought by individuals, municipalities, businesses, and water districts alleging exposure to and/or contamination from PFAS, including PFOA. Many actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined EID’s requests for indemnity for fraudulent transfer claims. Chemours has responded to letters and inquiries from governmental law enforcement entities regarding PFAS, including in January 2020, a letter informing it that the U.S. Department of Justice, Consumer Protection Branch, and the United States Attorney’s Office for the Eastern District of Pennsylvania are considering whether to open a criminal investigation under the Federal Food, Drug, and Cosmetic Act and asking that it retain its documents regarding PFAS and food contact applications. In July 2020, Chemours received a grand jury subpoena for documents. The Company is presently unable to predict the duration, scope, or result of any potential governmental, criminal, or civil proceeding that may result, the imposition of fines and penalties, and/or other remedies. The Company is also unable to develop a reasonable estimate of a possible loss or range of losses, if any. Fayetteville Works, Fayetteville, North Carolina For information regarding the Company’s ongoing litigation and environmental remediation matters at Fayetteville, refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview” within this “Note 16 – Commitments and Contingent Liabilities”. Aqueous Film Forming Foam Matters Chemours does not, and has never, manufactured nor sold aqueous film forming foam (“AFFF”). Numerous defendants, including EID and Chemours have been named in approximately 2,700 matters, involving AFFF, which is used to extinguish hydrocarbon-based (i.e., Class B) fires and subject to U.S. military specifications. Most matters have been transferred to or filed directly into a multi-district litigation (“AFFF MDL”) in South Carolina federal court or identified by a party for transfer. The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases due to migration from military installations or airports, or personal injury from exposure to AFFF. Plaintiffs seek to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the contamination. Others have claims for personal injury, property diminution, and punitive damages. In March 2021, ten water provider cases within the AFFF MDL were approved by the court for purposes of commencing initial discovery (Tier One discovery) and in October 2021, the court approved three of these cases for additional discovery (Tier Two discovery). Upon conclusion of Tier Two discovery, one of the three water provider cases will be selected for the first bellwether trial, with the case being called for jury selection and/or trial on or after March 1, 2023. The court has encouraged all parties to discuss resolution of the water provider category of cases. Consistent with the court’s instruction and under the mutual obligations of the MOU, Chemours, Corteva/EID and DuPont, together, are engaged with Plaintiffs’ Counsel on these cases. There are AFFF lawsuits pending outside the AFFF MDL that have not been designated by a party for inclusion in the MDL. These matters identifying EID and/or Chemours as a defendant are: Valero Refining (“Valero”) has five pending state court lawsuits filed commencing in June 2019 regarding its Tennessee, Texas, Oklahoma, California, and Louisiana facilities. These lawsuits allege that several defendants that designed, manufactured, marketed, and/or sold AFFF or PFAS incorporated into AFFF have caused Valero to incur damages and costs including remediation, AFFF disposal, and replacement. Valero also alleges fraudulent transfer. In New York, four individuals filed a lawsuit against numerous defendants including Chemours. The lawsuit alleges personal injury resulting from exposure to AFFF in Long Island drinking water and violation of New York Uniform Fraudulent Conveyance Act. Plaintiffs seek compensatory and punitive damages and medical monitoring. In Texas, a lawsuit was filed against numerous defendants including Chemours, DuPont and Corteva. The lawsuit alleges personal injury from occupational exposure to AFFF. Plaintiffs seek compensatory and punitive damages. In the first quarter of 2022, certain defendants including Chemours, DuPont and Corteva were dismissed. In Illinois, a lawsuit was filed in May 2022 in the state court against numerous defendants, including EID. The lawsuit alleges personal injury from occupational exposure, including from AFFF-related materials/products, and seeks compensatory damages and punitive damages. Chemours is not a named defendant. State Natural Resource Damages Matters In addition to the State of New Jersey actions (as detailed below) and the State of Ohio action (as detailed above), the states of Vermont, New Hampshire, New York, Michigan, North Carolina, Mississippi, Alaska, Pennsylvania, Colorado, Florida and Wisconsin have filed lawsuits against defendants, including EID and Chemours, relating to the alleged contamination of state natural resources with PFAS compounds either from AFFF and/or other sources. These lawsuits seek damages including costs to investigate, clean up, restore, treat, monitor, or otherwise respond to contamination of natural resources and some include counts for fraudulent transfer. On July 13, 2021, Chemours, DuPont, Corteva, and EID entered into a settlement agreement with the State of Delaware to settle such potential claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Under the agreement, in January 2022, the companies paid a total amount of $50 to the State of Delaware, which shall be utilized to fund a Natural Resources and Sustainability Trust (the “Trust”) to be used for environmental restoration and enhancement of resources, sampling and analysis, community environmental justice and equity grants, and other natural resource needs. Chemours contributed $25 to the settlement and the remaining $25 was divided between DuPont and Corteva which shall be treated as Qualified Spend under the MOU. If the companies enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $50, the companies may be required to make one or more supplemental payment(s) directly to the Trust, with such payment(s) not to exceed $25 in the aggregate. At this time, the Company has concluded the probability of loss as to any supplemental payment(s) under the settlement agreement to be remote. Other PFAS Matters In New York courts, EID has been named in approximately 40 lawsuits, which are not part of the Leach class, brought by individual plaintiffs alleging negligence and other claims in the release of PFAS, including PFOA, into drinking water against current and former owners and suppliers of a manufacturing facility in Hoosick Falls, New York. Two additional lawsuits have been filed by a business seeking to recover its losses and by nearby property owners and residents in a putative class action. The lawsuit filed by the business was dismissed, but the claims by the individual business owner were allowed to proceed. Furthermore, 13 Long Island water suppliers have filed lawsuits against several defendants including EID and Chemours alleging PFAS, PFOA, and perfluorooctanesulfonic acid In New York and New Jersey, lawsuits were filed by Suez Water against several defendants, including EID and Chemours, alleging damages from PFAS releases into the environment, including PFOA and PFOS, that impacted water sources that the utilities use to provide water, as well as products liability, negligence, nuisance, and trespass. Defendants filed motions to dismiss the complaints in both matters. The motion was denied in the Suez Water New Jersey lawsuit in October 2021. In January 2022, the court granted defendants’ motion to dismiss in the Suez New York lawsuit without prejudice and the plaintiff filed a second amended complaint in February 2022. Following the filing of the second amended complaint in the Suez New York lawsuit, the defendants filed a motion to dismiss. In New Jersey, lawsuits were filed against several defendants including EID and Chemours. The lawsuits include ten lawsuits alleging that defendants are responsible for PFAS contamination, including PFOA and PFOS, in groundwater and drinking water. In addition, seven lawsuits were filed alleging exposure to PFAS and other chemicals, including two lawsuits by parents on behalf of their adult children claiming pre-natal exposure, resulted in the children’s cognitive delays, neurological, genetic, and autoimmune conditions. Furthermore, nine additional lawsuits were filed with similar allegations of personal injury, six of which have been removed to New Jersey federal court. Plaintiffs seek certain damages including punitive damages. In Georgia and Alabama, lawsuits were filed against numerous carpet manufacturers and suppliers and former suppliers, including EID and Chemours. The lawsuits include a matter filed by the Water Works and Sewer Board of the Town of Centre, Alabama and a matter filed by the City of Rome, Georgia alleging negligence, nuisance, and trespass in the release of PFAS, including PFOA, into a river leading to the town’s water source. Additionally, a putative class action was filed on behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department alleging negligence and nuisance and related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources. In Ohio, a putative class action (“Hardwick”) was filed against several defendants including 3M, EID and Chemours seeking class action status for U.S. residents having a detectable level of PFAS in their blood serum. The complaint seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel”. In March 2022, the court granted in part and denied in part the plaintiff’s class certification and certified a class covering anyone subject to Ohio laws having minimal levels of PFOA plus at least one other PFAS in their blood. The court requested further briefing on whether the class should be extended to include other states that recognize the claims for relief filed in the action. The defendants, including EID and Chemours, jointly filed a petition to appeal the class certification decision and will continue to defend at the trial court level while the petition and potential appeal are pending. Management believes that a loss is reasonably possible as to the Hardwick matter, but not estimable at this time given the significant class issues to be resolved and that this matter is entering the discovery phase. In California, several lawsuits were filed in state court against several defendants, including EID and Chemours. The complaints allege product liability, negligence, nuisance and trespass. Plaintiffs seek declaratory and injunctive relief, including abatement, as well as compensatory and punitive damages. The lawsuits include matters filed by: • 11 southern California public water systems, the City of Corona, California and the Corona Utility Authority that allege manufacturers of PFOA and PFOS are responsible for contaminating the drinking water supply. The matter involving the 11 southern California public water systems has been transferred to the AFFF MDL. In the matter involving the City of Corona, California and the Corona Utility Authority, in February 2022, the court dismissed the case against EID and Chemours on jurisdictional grounds and the plaintiffs appealed the decision. • Atascadero Mutual Water Company in San Luis Obispo County, California alleging damages to drinking water supply from PFAS releases, including PFOA and PFOS, into the environment. This matter has been transferred to the AFFF MDL. • Sacramento Suburban Water District alleging damages from PFAS releases into the environment, including PFOA and PFOS, that impacted water sources the Water District uses to provide water. In Delaware, a putative class action was filed against two electroplating companies, 3M and EID, and two other defendants added in an amended complaint, alleging responsibility for PFAS contamination, including PFOA and PFOS, in drinking water and the environment in the nearby community. Although initially named in the lawsuit, Chemours was subsequently dismissed. The putative class of residents alleges negligence, nuisance, trespass, and other claims and seeks medical monitoring, personal injury and property damages, and punitive damages. In South Carolina, a putative class action was filed in March 2022 in the state court against 3M, EID and the Company alleging PFAS contamination from a former textile plant located in Society Hill, South Carolina which allegedly used PFAS containing textile treatment chemicals supplied by the defendants. The lawsuit alleges negligence, trespass, strict liability and nuisance and seeks monetary damages, including property diminution, and injunctive relief, including water treatment and remediation, as well as punitive damages. The matter has been removed to federal court. In Alabama, a purported class action was filed in July 2022 in Alabama federal court against 3M, EID, Corteva and the Company alleging contamination of drinking water. The complaints allege negligence, public nuisance, private nuisance and trespass. The plaintiffs seek injunctive relief as well as compensatory and punitive damages. In the Netherlands, Chemours, along with DuPont and Corteva, received a civil summons filed before the Court of Rotterdam by four municipalities (Dordrecht, Papendrecht, Sliedrecht and Molenlanden) |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Equity | Note 17. Equity 2018 Share Repurchase Program In 2018, the Company’s board of directors approved a share repurchase program authorizing the purchase of shares of Chemours’ issued and outstanding common stock in an aggregate amount not to exceed $750, plus any associated fees or costs in connection with the Company’s share repurchase activity (the “2018 Share Repurchase Program”). In February 2019, the Company’s board of directors increased the authorization amount to $1,000. Under the 2018 Share Repurchase Program, shares of Chemours’ common stock were purchased in the open market from time to time, subject to management’s discretion, as well as general business and market conditions. On May 19, 2022, the Company completed the aggregate $1,000 in authorized purchases of Chemours’ issued and outstanding common stock under the 2018 Share Repurchase Program, which amounted to a cumulative 28,603,784 shares purchased at an average share price of $34.96 per share. All common shares purchased under the 2018 Share Repurchase Program are held as treasury stock and accounted for using the cost method. The following table sets forth the Company’s share repurchase activity under the 2018 Share Repurchase Program for the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total number of shares purchased 2,972,073 423,273 7,824,039 423,273 Total amount for shares purchased $ 105 $ 15 $ 251 $ 15 Average price paid per share $ 35.31 $ 35.08 $ 32.06 $ 35.08 2022 Share Repurchase Program On April 27, 2022, the Company’s board of directors approved a share repurchase program authorizing the purchase of shares of Chemours’ issued and outstanding common stock in an aggregate amount not to exceed $750, plus any associated fees or costs in connection with the Company’s share repurchase activity (the “2022 Share Repurchase Program”). Under the 2022 Share Repurchase Program, shares of Chemours’ common stock can be purchased in the open market from time to time, subject to management’s discretion, as well as general business and market conditions. The Company’s 2022 Share Repurchase Program became effective on April 27, 2022 and is scheduled to continue through the earlier of its expiration on December 31, 2025 or the completion of repurchases up to the approved amount. The program may be suspended or discontinued at any time. All common shares purchased under the 2022 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method. The following table sets forth the Company’s share repurchase activity under the 2022 Share Repurchase Program for the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total number of shares purchased 551,493 — 551,493 — Total amount for shares purchased $ 19 $ — $ 19 $ — Average price paid per share $ 35.14 $ — $ 35.14 $ — The Company purchased an aggregate 3,523,566 and 8,375,532 shares of Chemours’ issued and outstanding common stock under the 2018 and 2022 Share Repurchase Program during the three and six months ended June 30, 2022, respectively, which amounted to $124 and $270 at an average share price of $35.28 and $32.26 per share, respectively. Through June 30, 2022, the Company purchased a cumulative 551,493 shares of Chemours’ issued and outstanding common stock under the 2022 Share Repurchase Program, which amounted to $19 at an average share price of $35.14 per share. The aggregate amount of Chemours’ common stock that remained available for purchase under the 2022 Share Repurchase Program at June 30, 2022 was $731. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | Note 18. Stock-based Compensation The Company’s total stock-based compensation expense amounted to $7 and $17 for the three and six months ended June 30, 2022, respectively, and $8 and $20 for the three and six months ended June 30, 2021, respectively. Stock Options On March 1, 2022, Chemours granted approximately 1,030,000 non-qualified stock options to certain of its employees. These awards will vest over a three-year The following table sets forth the weighted-average assumptions used at the respective grant dates to determine the fair value of the Company’s stock option awards granted during the six months ended June 30, 2022. Six Months Ended June 30, 2022 Risk-free interest rate 1.61 % Expected term (years) 6.00 Volatility 56.71 % Dividend yield 3.85 % Fair value per stock option $ 9.89 The Company recorded $2 and $4 in stock-based compensation expense specific to its stock options for the three and six months ended June 30, 2022, respectively, and $2 and $7 for the three and six months ended June 30, 2021, respectively. At June 30, 2022, approximately 5,240,000 stock options remained outstanding. Restricted Stock Units During the six months ended June 30, 2022, Chemours granted approximately 320,000 restricted stock units (“RSUs”) to key management employees. These awards generally vest over a three-year The Company recorded $3 and $6 in stock-based compensation expense specific to its RSUs for the three and six months ended June 30, 2022, respectively, and $3 and $7 for the three and six months ended June 30, 2021, respectively. At June 30, 2022, approximately 1,460,000 RSUs remained non-vested. Performance Share Units On March 1, 2022, Chemours granted approximately 230,000 performance share units (“PSUs”) to key senior management employees. Upon vesting, these awards convert one-for-one to Chemours’ common stock if specified performance goals, including certain market-based conditions, are met over the three-year performance period specified in the grant, subject to exceptions through the vesting period of three years. Each grantee is granted a target award of PSUs, and may earn between 0% and 250% of the target amount depending on the Company’s performance against stated performance goals. A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using the Monte Carlo valuation method, which assesses probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based conditions are satisfied. The Company recorded $2 and $7 in stock-based compensation expense specific to its PSUs for the three and six months ended June 30, 2022, respectively, and $3 and $6 for the three and six months ended June 30, 2021, respectively, based on its assessment of Company performance relative to award-based financial objectives. At June 30, 2022, approximately 860,000 PSUs at 100% of the target amount remained non-vested. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 19. Accumulated Other Comprehensive Loss The following table sets forth the changes and after-tax balances of the Company’s accumulated other comprehensive loss for the six months ended June 30, 2022 and 2021. Net Investment Hedge Cash Flow Hedge Cumulative Translation Adjustment Defined Benefit Plans Total Balance at January 1, 2022 $ (21 ) $ 5 $ (236 ) $ (112 ) $ (364 ) Other comprehensive income (loss) 44 10 (77 ) 9 (14 ) Balance at June 30, 2022 $ 23 $ 15 $ (313 ) $ (103 ) $ (378 ) Balance at January 1, 2021 $ (76 ) $ (8 ) $ (120 ) $ (106 ) $ (310 ) Other comprehensive income (loss) 18 5 (34 ) 3 (8 ) Balance at June 30, 2021 $ (58 ) $ (3 ) $ (154 ) $ (103 ) $ (318 ) |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Note 20. Financial Instruments Objectives and Strategies for Holding Financial Instruments In the ordinary course of business, Chemours enters into contractual arrangements to reduce its exposure to foreign currency risks. The Company has established a financial risk management program, which currently includes four distinct risk management instruments: (i) foreign currency forward contracts, which are used to minimize the volatility in the Company’s earnings related to foreign exchange gains and losses resulting from remeasuring its monetary assets and liabilities that are denominated in non-functional currencies; (ii) foreign currency forward contracts, which are used to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of the Company’s international subsidiaries that use the euro as their functional currency; (iii) interest rate swaps, which are used to mitigate the volatility in the Company’s cash payments for interest due to fluctuations in LIBOR, as is applicable to the portion of the Company’s senior secured term loan facility denominated in U.S. dollars; and, (iv) euro-denominated debt, which is used to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates of the euro with respect to the U.S. dollar for certain of its international subsidiaries that use the euro as their functional currency. The Company’s financial risk management program reflects varying levels of exposure coverage and time horizons based on an assessment of risk. The program operates within Chemours’ financial risk management policies and guidelines, and the Company does not enter into derivative financial instruments for trading or speculative purposes. Net Monetary Assets and Liabilities Hedge – Foreign Currency Forward Contracts At June 30, 2022, the Company had 13 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $297, and an average maturity of one month. At December 31, 2021, the Company had 12 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $254, and an average maturity of one month. Chemours recognized a net gain of $5 and a net loss of $1 for the three and six months ended June 30, 2022, respectively, and net gain of $9 and a net loss of $11 for the three and six months ended June 30, 2021, respectively, in other income (expense), net. Cash Flow Hedge – Foreign Currency Forward Contracts At June 30, 2022, the Company had 185 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $220, and an average maturity of five months. At December 31, 2021, the Company had 175 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $195, and an average maturity of four months. Chemours recognized pre-tax gains of $6 and $11 for the three and six months ended June 30, 2022, respectively, and a pre-tax loss of $1 and a pre-tax gain of $3 for the three and six months ended June 30, 2021, respectively, within accumulated other comprehensive loss. For the three and six months ended June 30, 2022, $3 and $6 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. For the three and six months ended June 30, 2021, $1 and $3 of loss was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. The Company expects to reclassify approximately $12 of net pre-tax gain, based on current foreign currency exchange rates, from accumulated other comprehensive loss to the cost of goods sold over the next 12 months. Cash Flow Hedge – Interest Rate Swaps At June 30, 2022 and December 31, 2021, the Company had three interest rate swaps outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $400; each of the interest rate swaps mature on March 31, 2023. Chemours recognized pre-tax gains of $3 and $7 for the three and six months ended June 30, 2022, respectively, and a pre-tax loss of less than $1 and a pre-tax gain of less than $1 for the three and six months ended June 30, 2021, respectively, within accumulated other comprehensive loss. For the three and six months ended June 30, 2022, $1 of gain and less than $1 of loss were reclassified to interest expense, net from accumulated other comprehensive The Company expects to reclassify approximately $7 of net pre-tax gain from accumulated other comprehensive loss to interest expense, net over the next 12 months, based on the current market rate. Net Investment Hedge – Foreign Currency Borrowings T he Company recognized pre-tax gains of $32 and $58 for the three and six months ended June 30, 2022, respectively, and a pre-tax loss of $13 and a pre-tax gain of $24 for the three and six months ended June 30, 2021, respectively, on its net investment hedge within accumulated other comprehensive loss. amounts were reclassified from accumulated other comprehensive loss for the Company’s net investment hedges during the three and six months ended June 30, 2022 and 2021. Fair Value of Derivative Instruments The following table sets forth the fair value of the Company’s derivative assets and liabilities at June 30, 2022 and December 31, 2021. Fair Value Using Level 2 Inputs Balance Sheet Location June 30, 2022 December 31, 2021 Asset derivatives: Foreign currency forward contracts not designated as a hedging instrument Accounts and notes receivable, net (Note 8) $ 1 $ 1 Foreign currency forward contracts designated as a cash flow hedge Accounts and notes receivable, net (Note 8) 8 5 Interest rate swaps designated as a cash flow hedge Accounts and notes receivable, net (Note 8) 7 — Total asset derivatives $ 16 $ 6 Liability derivatives: Foreign currency forward contracts not designated as a hedging instrument Other accrued liabilities (Note 13) $ — $ 1 Total liability derivatives $ — $ 1 The Company’s foreign currency forward contracts and interest rate swaps are classified as Level 2 financial instruments within the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data, and are subjected to tolerance and/or quality checks. Summary of Financial Instruments The following table sets forth the pre-tax changes in fair value of the Company’s financial instruments for the three and six months ended June 30, 2022 and 2021. Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Three Months Ended June 30, Goods Sold Expense, Net (Expense), Net Loss 2022 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 5 $ — Foreign currency forward contracts designated as a cash flow hedge 3 — — 6 Interest rate swaps designated as a cash flow hedge — 1 — 3 Euro-denominated debt designated as a net investment hedge — — — 32 2021 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 9 $ — Foreign currency forward contracts designated as a cash flow hedge (1 ) — — (1 ) Interest rate swaps designated as a cash flow hedge — (1 ) — — Euro-denominated debt designated as a net investment hedge — — — (13 ) Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Six Months Ended June 30, Goods Sold Expense, Net (Expense), Net Loss 2022 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ (1 ) $ — Foreign currency forward contracts designated as a cash flow hedge 6 — — 11 Interest rate swaps designated as a cash flow hedge — — — 7 Euro-denominated debt designated as a net investment hedge — — — 58 2021 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ (11 ) $ — Foreign currency forward contracts designated as a cash flow hedge (3 ) — — 3 Interest rate swaps designated as a cash flow hedge — (1 ) — — Euro-denominated debt designated as a net investment hedge — — — 24 |
Long-term Employee Benefits
Long-term Employee Benefits | 6 Months Ended |
Jun. 30, 2022 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Long-term Employee Benefits | Note 21. Long-term Employee Benefits Chemours sponsors defined benefit pension plans for certain of its employees in various jurisdictions outside of the U.S. The Company’s net periodic pension (cost) income is based on estimated values and the use of assumptions about the discount rate, expected return on plan assets, and the rate of future compensation increases received by its employees. The following table sets forth the Company’s net periodic pension (cost) income and amounts recognized in other comprehensive income (loss) for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Service cost $ (3 ) $ (4 ) $ (7 ) $ (8 ) Interest cost (1 ) (2 ) (3 ) (3 ) Expected return on plan assets 5 5 9 10 Amortization of actuarial loss (2 ) (2 ) (4 ) (4 ) Amortization of prior service gain — 1 1 2 Total net periodic pension cost $ (1 ) $ (2 ) $ (4 ) $ (3 ) Amortization of actuarial loss 2 2 4 4 Amortization of prior service gain — (1 ) (1 ) (2 ) Effect of foreign exchange rates 4 (2 ) 7 2 Benefit (cost) recognized in other comprehensive income 6 (1 ) 10 4 Total changes in plan assets and benefit obligations recognized in other comprehensive income $ 5 $ (3 ) $ 6 $ 1 The Company made cash contributions of $2 and $7 to its defined benefit pension plans during the three and six months ended June 30, 2022, respectively, and $3 and $8 for the three and six months ended June 30, 2021, respectively, and expects to make additional cash contributions of $2 to its defined benefit pension plans during the remainder of 2022. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 22. Supplemental Cash Flow Information The following table provides a reconciliation of cash and cash equivalents, as reported on the Company’s consolidated balance sheets, to cash, cash equivalents, restricted cash and restricted cash equivalents, as reported on the Company’s consolidated statements of cash flows. June 30, 2022 December 31, 2021 Cash and cash equivalents $ 1,248 $ 1,451 Restricted cash and restricted cash equivalents (1) 100 100 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 1,348 $ 1,551 (1) Restricted cash and restricted cash equivalents balance includes cash and cash equivalents deposited in an escrow account as per the terms of the MOU, which is further discussed in “Note 16 – Commitments and Contingent Liabilities”. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 23. Segment Information Chemours operates through its three 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. The Company’s Performance Chemicals and Intermediates business and Mining Solutions business (prior to the business sale in 2021) are presented under Other Segment. Corporate costs and certain legal and environmental expenses, stock-based compensation expenses, and foreign exchange gains and losses arising from the remeasurement of balances in currencies other than the functional currency of the Company’s legal entities are reflected in Corporate and Other. Beginning with reports filed in the first quarter of 2022, the Company changed its methodology used to allocate certain corporate function expenses to the operating segments to provide the Company's Chief Operating Decision Maker (“CODM”) with a more meaningful representation of segment profitability. This allocation methodology change reflects corporate function resource usage by each operating segment based on certain commercial drivers, in addition to the cost drivers, as well as consideration of the Company's recent sale of the Mining Solutions business in 2021. The historical segment information, including adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), has been recast to conform to the current segment presentation. Adjusted EBITDA is the primary measure of segment profitability used by the Company’s CODM and is defined as income (loss) before income taxes, excluding the following: • interest expense, depreciation, and amortization; • non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension (income) costs excluding the service cost component; • exchange (gains) losses included in other income (expense), net; • restructuring, asset-related, and other charges; • (gains) losses on sales of assets and businesses; and, • other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently, including Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company’s cost-sharing agreement under the terms of the MOU that were previously excluded from Adjusted EBITDA. The following table sets forth certain summary financial information for the Company’s segments for the periods presented. Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Other Segment Segment Total Three Months Ended June 30, 2022 Net sales to external customers $ 968 $ 518 $ 401 $ 28 $ 1,915 Adjusted EBITDA 216 213 107 (2 ) 534 Depreciation and amortization 30 14 21 2 67 Three Months Ended June 30, 2021 Net sales to external customers $ 859 $ 340 $ 362 $ 94 $ 1,655 Adjusted EBITDA 217 115 79 18 429 Depreciation and amortization 32 14 21 5 72 Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Other Segment Segment Total Six Months Ended June 30, 2022 Net sales to external customers $ 1,897 $ 943 $ 786 $ 53 $ 3,679 Adjusted EBITDA 422 387 194 (2 ) 1,001 Depreciation and amortization 62 27 41 4 134 Six Months Ended June 30, 2021 Net sales to external customers $ 1,583 $ 643 $ 695 $ 170 $ 3,091 Adjusted EBITDA 383 205 137 27 752 Depreciation and amortization 64 30 44 10 148 Total Assets June 30, 2022 $ 2,437 $ 1,287 $ 1,704 $ 128 $ 5,556 December 31, 2021 2,318 1,124 1,621 149 5,212 Corporate and Other depreciation and amortization expense amounted to $5 and $12 for the three and six months ended June 30, 2022, respectively, and $7 and $15 for the three and six months ended June 30, 2021, respectively. Corporate and Other total assets amounted to $2,174 and $2,338 at June 30, 2022 and December 31, 2021, respectively. The following table sets forth a reconciliation of Segment Adjusted EBITDA to the Company’s consolidated net income (loss) before income taxes for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Segment Adjusted EBITDA $ 534 $ 429 $ 1,001 $ 752 Corporate and Other expenses (excluding items below) (59 ) (63 ) (123 ) (118 ) Interest expense, net (40 ) (47 ) (82 ) (97 ) Depreciation and amortization (72 ) (79 ) (146 ) (163 ) Non-operating pension and other post-retirement employee benefit income 2 2 3 5 Exchange (losses) gains, net (3 ) 3 (3 ) (5 ) Restructuring, asset-related, and other charges (1) — (5 ) (16 ) — Gain on sales of assets and businesses, net (2) 26 2 27 2 Natural disasters and catastrophic events (3) — (3 ) — (19 ) Transaction costs — — — (5 ) Qualified spend recovery (4) 13 — 27 — Legal and environmental charges (5,6) (170 ) (195 ) (178 ) (208 ) Income before income taxes $ 231 $ 44 $ 510 $ 144 (1) In 2022, restructuring, asset-related, and other charges primarily includes asset charges and write-offs resulting from the conflict between Russia and Ukraine and the Company’s decision to suspend its business with Russian entities. In 2021, restructuring, asset-related, and other charges primarily includes a net $9 gain resulting from contract termination with a third-party services provider at the Company’s previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. (2) Refer to “Note 6 – Other Income (Expense), Net” to the Interim Consolidated Financial Statements for further details. (3) In 2021, natural disasters and catastrophic events pertains to the total cost of plant repairs and utility charges in excess of historical averages caused by Winter Storm Uri. (4) Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of the Company's cost-sharing agreement under the terms of the MOU which is discussed in further detail in "Note 16 – Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements . (5) Legal charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other legal charges. For the three and six months ended June 30, 2021, legal charges include $25 associated with the Company’s portion of the costs to enter into a Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further details. (6) Environmental charges pertains to management’s assessment of estimated liabilities associated with certain non-recurring environmental remediation expenses at various sites. In 2022, environmental charges include $165 primarily related to an update to the off-site drinking water programs at Fayetteville and changes in estimates related to the barrier wall constructions. In 2021, environmental charges include $169 primarily related to the construction of the barrier wall, operation of the groundwater extraction and treatment system, and long-term enhancements to the old outfall treatment system. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further details. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Accounting Guidance Issued and Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). The amendments in this update provide optional guidance for a limited period of time to ease the potential burden associated with accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. ASU No. 2020-04 is effective March 12, 2020 through December 31, 2022. The Company does not expect the impacts of adopting ASU No. 2020-04 to be material to its financial position, results of operations and cash flows. Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements. Disclosures by Business Entities About Government Assistance In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance (“ASU No. 2021-10”), which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance will be effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements. |
Net Sales (Tables)
Net Sales (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Net Sales by Geographical Region and Segment and Product Group | The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment and product group for the three and Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales by geographic region (1) North America: Titanium Technologies $ 366 $ 250 $ 680 $ 456 Thermal & Specialized Solutions 315 168 575 315 Advanced Performance Materials 152 130 297 240 Other Segment 16 50 29 83 Total North America 849 598 1,581 1,094 Asia Pacific: Titanium Technologies 284 269 564 515 Thermal & Specialized Solutions 59 49 94 86 Advanced Performance Materials 161 150 314 290 Other Segment 6 6 12 12 Total Asia Pacific 510 474 984 903 Europe, the Middle East, and Africa: Titanium Technologies 201 223 413 398 Thermal & Specialized Solutions 91 89 171 176 Advanced Performance Materials 72 67 145 135 Other Segment 5 5 9 9 Total Europe, the Middle East, and Africa 369 384 738 718 Latin America (2): Titanium Technologies 117 117 240 214 Thermal & Specialized Solutions 53 34 103 66 Advanced Performance Materials 16 15 30 30 Other Segment 1 33 3 66 Total Latin America 187 199 376 376 Total net sales $ 1,915 $ 1,655 $ 3,679 $ 3,091 Net sales by segment and product group Titanium Technologies: Titanium dioxide and other minerals $ 968 $ 859 $ 1,897 $ 1,583 Thermal & Specialized Solutions: Refrigerants 424 271 768 512 Foam, propellants, and other 94 69 175 131 Advanced Performance Materials: Fluoropolymers and advanced materials 401 362 786 695 Other Segment 28 94 53 170 Total net sales $ 1,915 $ 1,655 $ 3,679 $ 3,091 (1) Net sales are attributed to countries based on customer location. (2) Latin America includes Mexico. |
Summary of Contract Balances from Contracts with Customers | The following table sets forth the Company’s contract balances from contracts with customers at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Contract assets: Accounts receivable - trade, net (Note 8) $ 923 $ 644 Contract liabilities: Deferred revenue $ 7 $ 5 Customer rebates (Note 13) 63 83 |
Restructuring, Asset-Related,_2
Restructuring, Asset-Related, and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Program | The following table sets forth the components of the Company’s restructuring, asset-related, and other charges for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Employee separation charges $ 1 $ (1 ) $ 6 $ (2 ) Decommissioning and other charges (1) — 6 1 2 Total restructuring and other charges 1 5 7 — Asset-related charges (2) — — 5 — Total restructuring, asset-related, and other charges $ 1 $ 5 $ 12 $ — (1) In 2021, decommissioning and other charges includes a net $9 gain resulting from contract termination with a third-party services provider at the Company’s previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. (2) In 2022, asset-related charges include asset charges resulting from the conflict between Russia and Ukraine and the Company’s decision to suspend its business with Russian entities. |
Schedule of Restructuring Charges | The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the six months ended June 30, 2022. Other Segment Site Closures 2022 Restructuring Program Total Balance at December 31, 2021 $ 1 $ — $ 1 Charges to income — 6 6 Payments (1 ) (2 ) (3 ) Balance at June 30, 2022 $ — $ 4 $ 4 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income And Expenses [Abstract] | |
Components of Other Income (Expense) | The following table sets forth the components of the Company’s other income (expense), net for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Leasing, contract services, and miscellaneous income $ 11 $ 10 $ 15 $ 12 Royalty income (1) 2 4 2 7 Gain on sales of assets and businesses, net (2) 26 2 27 2 Exchange (losses) gains, net (3) (3 ) 3 (3 ) (5 ) Non-operating pension and other post-retirement employee benefit income (4) 2 2 3 5 Total other income, net $ 38 $ 21 $ 44 $ 21 (1) Royalty income is primarily from technology licensing. (2) For the three and six months ended June 30, 2022, gain on sale includes net pre-tax gain on sale of $11 related to the Beaumont Transaction and $18 related to the Pascagoula Transaction which is further discussed in “Note 3 – Acquisitions and Divestitures”. (3) Exchange gains (losses), net includes gains and losses on the Company’s foreign currency forward contracts that have not been designated as a cash flow hedge. (4) Non-operating pension and other post-retirement employee benefit income represents the components of net periodic pension income (cost), excluding the service cost component. |
Earnings Per Share of Common _2
Earnings Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the reconciliations of the numerators and denominators of the Company’s basic and diluted earnings per share (“EPS”) calculations for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income attributable to Chemours $ 201 $ 66 $ 434 $ 161 Denominator: Weighted-average number of common shares outstanding - basic 156,224,802 166,168,550 158,051,092 165,912,089 Dilutive effect of the Company’s employee compensation plans 3,442,411 3,989,453 3,562,159 3,693,498 Weighted-average number of common shares outstanding - diluted 159,667,213 170,158,003 161,613,251 169,605,587 Basic earnings per share of common stock $ 1.29 $ 0.40 $ 2.75 $ 0.97 Diluted earnings per share of common stock 1.26 0.39 2.69 0.95 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the average number of stock options that were anti-dilutive and, therefore, were not included in the Company’s diluted EPS calculations for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Average number of stock options 868,168 1,494,624 1,173,275 1,502,192 |
Accounts and Notes Receivable_2
Accounts and Notes Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table sets forth the components of the Company’s accounts and notes receivable, net at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Accounts receivable - trade, net (1) $ 923 $ 644 VAT, GST, and other taxes (2) 56 41 Other receivables (3) 87 35 Total accounts and notes receivable, net $ 1,066 $ 720 (1) Accounts receivable - trade, net includes trade notes receivable of $2 and $17 and is net of allowances for doubtful accounts of $10 and $5 at June 30, 2022 and December 31, 2021, respectively. Such allowances are equal to the estimated uncollectible amounts. (2) Value added tax (“VAT”) and goods and services tax (“GST”) for various jurisdictions. (3) Other receivables consist of derivative instruments, advances, other deposits, receivables under the transition services agreement with Draslovka Holding a.s. related to the sale of the Company’s Mining Solutions business and receivables under the terms of the MOU which are further discussed in “Note 16 – Commitments and Contingent Liabilities”. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Net [Abstract] | |
Schedule of Inventories | The following table sets forth the components of the Company’s inventories at June 30, 2022 and December 31, 2021 . June 30, 2022 December 31, 2021 Finished products $ 815 $ 704 Semi-finished products 216 192 Raw materials, stores, and supplies 499 475 Inventories before LIFO adjustment 1,530 1,371 Less: Adjustment of inventories to LIFO basis (311 ) (272 ) Total inventories $ 1,219 $ 1,099 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant, and Equipment, Net | The following table sets forth the components of the Company’s property, plant, and equipment, net at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Equipment $ 7,558 $ 7,559 Buildings 1,171 1,168 Construction-in-progress 396 361 Land 103 108 Mineral rights 36 36 Property, plant, and equipment 9,264 9,232 Less: Accumulated depreciation (6,153 ) (6,078 ) Total property, plant, and equipment, net $ 3,111 $ 3,154 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The following table sets forth the components of the Company’s other assets at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Capitalized repair and maintenance costs $ 152 $ 195 Pension assets (1) 56 55 Deferred income taxes 170 171 Miscellaneous 23 26 Total other assets $ 401 $ 447 (1) Pension assets represents the funded status of certain of the Company's long-term employee benefit plans. |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | The following table sets forth the components of the Company’s other accrued liabilities at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Accrued litigation (1) $ 14 $ 36 Asset retirement obligations (2) 10 14 Income taxes 35 43 Customer rebates 63 83 Accrued interest 17 17 Operating lease liabilities 52 59 Miscellaneous (3) 72 73 Total other accrued liabilities $ 263 $ 325 (1) Represents the current portion of accrued litigation, which is discussed further in “Note 16 – Commitments and Contingent Liabilities”. (2) Represents the current portion of asset retirement obligations, which are discussed further in “Note 15 – Other Liabilities”. (3) Miscellaneous primarily includes accruals related to utility expenses, property taxes, a workers compensation indemnification liability and other miscellaneous expenses. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The following table sets forth the components of the Company’s debt at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 771 $ 776 Tranche B-2 euro term loan due April 2025 (€335 at June 30, 2022 and €337 at December 31, 2021) 355 381 Senior unsecured notes: 4.000% due May 2026 (€450 at June 30, 2022 and December 31, 2021) 476 510 5.375% due May 2027 500 500 5.750% due November 2028 800 800 4.625% due November 2029 650 650 Finance lease liabilities 66 72 Financing obligation (1) 92 93 Total debt principal 3,710 3,782 Less: Unamortized issue discounts (5 ) (5 ) Less: Unamortized debt issuance costs (25 ) (28 ) Less: Short-term and current maturities of long-term debt (24 ) (25 ) Total long-term debt, net $ 3,656 $ 3,724 (1) At June 30, 2022 and December 31, 2021, financing obligation includes $92 and $93, respectively, in connection with the financed portion of the Company’s research and development facility located in the Science, Technology, and Advanced Research Campus of the University of Delaware in Newark, Delaware (“Chemours Discovery Hub”). |
Schedule of Debt Principal Maturities | The following table sets forth the Company’s debt principal maturities for the next five years and thereafter. Remainder of 2022 $ 6 2023 13 2024 13 2025 1,094 2026 476 Thereafter 1,950 Total principal maturities on debt $ 3,552 |
Estimated Fair Values of Senior Debt Issues | The following table sets forth the estimated fair values of the Company’s senior debt issues, which are based on quotes received from third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy. June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 771 $ 730 $ 776 $ 769 Tranche B-2 euro term loan due April 2025 (€335 at June 30, 2022 and €337 at December 31, 2021) 355 333 381 378 Senior unsecured notes: 4.000% due May 2026 (€450 at June 30, 2022 and December 31, 2021) 476 424 510 518 5.375% due May 2027 500 457 500 538 5.750% due November 2028 800 683 800 846 4.625% due November 2029 650 516 650 645 Total senior debt principal 3,552 $ 3,143 3,617 $ 3,694 Less: Unamortized issue discounts (5 ) (5 ) Less: Unamortized debt issuance costs (25 ) (28 ) Total senior debt, net $ 3,522 $ 3,584 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The following table sets forth the components of the Company’s other liabilities at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Employee-related costs (1) $ 90 $ 94 Accrued litigation (2) 50 50 Asset retirement obligations (3) 68 62 Miscellaneous (4) 65 63 Total other liabilities $ 273 $ 269 (1) Employee-related costs primarily represents liabilities associated with the Company’s long-term employee benefit plans. (2) Represents the long-term portion of accrued litigation, which is discussed further in “Note 16 – Commitments and Contingent Liabilities”. (3) Represents the long-term portion of asset retirement obligations, which totaled $78 and $76 when combined with the current portion at June 30, 2022 and December 31, 2021, respectively, as disclosed in “Note 13 – Other Accrued Liabilities”. For the six months ended June 30, 2022, liabilities incurred during the period, reduction in estimated cash outflows, liabilities settled in the current period and accretion expense were not material. (4) Miscellaneous primarily includes an accrued workers compensation indemnification liability of $34 and $32 at June 30, 2022 and December 31, 2021. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Components of Accrued Litigation | The following table sets forth the components of the Company’s accrued litigation at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Asbestos $ 33 $ 33 PFOA 23 23 All other matters (1) 8 30 Total accrued litigation $ 64 $ 86 (1) At December 31, 2021, all other matters includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. |
Schedule of Current and Long-term Components of Accrued Litigation and Balance Sheet Locations | The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at June 30, 2022 and December 31, 2021. Balance Sheet Location June 30, 2022 December 31, 2021 Accrued Litigation: Current accrued litigation (1) Other accrued liabilities (Note 13) $ 14 $ 36 Long-term accrued litigation Other liabilities (Note 15) 50 50 Total accrued litigation $ 64 $ 86 (1) At December 31, 2021, current accrued litigation includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. |
Schedule of Environmental Remediation Liabilities | The following table sets forth the Company’s environmental remediation liabilities at June 30, 2022 and December 31, 2021 for the four sites that are deemed the most significant, together with the aggregate liabilities for all other sites. June 30, 2022 December 31, 2021 Chambers Works, Deepwater, New Jersey $ 30 $ 27 Fayetteville Works, Fayetteville, North Carolina (1) 510 359 Pompton Lakes, New Jersey 41 42 USS Lead, East Chicago, Indiana 19 24 All other sites 107 110 Total environmental remediation $ 707 $ 562 (1) For more information on this matter refer to “Fayetteville Works, Fayetteville, North Carolina” within this “Note 16 – Commitments and Contingent Liabilities”. |
Schedule of Current and Long-term Components of Environmental Remediation Liabilities | The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Current environmental remediation $ 239 $ 173 Long-term environmental remediation 468 389 Total environmental remediation $ 707 $ 562 |
Schedule of On-Site and Off-Site Components of Accrued Environmental Remediation Liabilities Related to PFAS | The following table sets forth the on-site and off-site components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 On-site remediation $ 323 $ 289 Off-site groundwater remediation 187 70 Total Fayetteville environmental remediation $ 510 $ 359 |
Schedule of Current and Long-term Components of Accrued Environmental Remediation Liabilities | The following table sets forth the current and long-term components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville at June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 Current environmental remediation $ 181 $ 114 Long-term environmental remediation 329 245 Total Fayetteville environmental remediation $ 510 $ 359 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Schedule of Share Repurchase Activity | The following table sets forth the Company’s share repurchase activity under the 2018 Share Repurchase Program for the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total number of shares purchased 2,972,073 423,273 7,824,039 423,273 Total amount for shares purchased $ 105 $ 15 $ 251 $ 15 Average price paid per share $ 35.31 $ 35.08 $ 32.06 $ 35.08 The following table sets forth the Company’s share repurchase activity under the 2022 Share Repurchase Program for the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total number of shares purchased 551,493 — 551,493 — Total amount for shares purchased $ 19 $ — $ 19 $ — Average price paid per share $ 35.14 $ — $ 35.14 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Weighted Average Assumptions of Stock Options | The following table sets forth the weighted-average assumptions used at the respective grant dates to determine the fair value of the Company’s stock option awards granted during the six months ended June 30, 2022. Six Months Ended June 30, 2022 Risk-free interest rate 1.61 % Expected term (years) 6.00 Volatility 56.71 % Dividend yield 3.85 % Fair value per stock option $ 9.89 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table sets forth the changes and after-tax balances of the Company’s accumulated other comprehensive loss for the six months ended June 30, 2022 and 2021. Net Investment Hedge Cash Flow Hedge Cumulative Translation Adjustment Defined Benefit Plans Total Balance at January 1, 2022 $ (21 ) $ 5 $ (236 ) $ (112 ) $ (364 ) Other comprehensive income (loss) 44 10 (77 ) 9 (14 ) Balance at June 30, 2022 $ 23 $ 15 $ (313 ) $ (103 ) $ (378 ) Balance at January 1, 2021 $ (76 ) $ (8 ) $ (120 ) $ (106 ) $ (310 ) Other comprehensive income (loss) 18 5 (34 ) 3 (8 ) Balance at June 30, 2021 $ (58 ) $ (3 ) $ (154 ) $ (103 ) $ (318 ) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets and Liabilities At Fair Value | The following table sets forth the fair value of the Company’s derivative assets and liabilities at June 30, 2022 and December 31, 2021. Fair Value Using Level 2 Inputs Balance Sheet Location June 30, 2022 December 31, 2021 Asset derivatives: Foreign currency forward contracts not designated as a hedging instrument Accounts and notes receivable, net (Note 8) $ 1 $ 1 Foreign currency forward contracts designated as a cash flow hedge Accounts and notes receivable, net (Note 8) 8 5 Interest rate swaps designated as a cash flow hedge Accounts and notes receivable, net (Note 8) 7 — Total asset derivatives $ 16 $ 6 Liability derivatives: Foreign currency forward contracts not designated as a hedging instrument Other accrued liabilities (Note 13) $ — $ 1 Total liability derivatives $ — $ 1 |
Schedule of Pre-tax Charge Fair Value of Financial Instruments | The following table sets forth the pre-tax changes in fair value of the Company’s financial instruments for the three and six months ended June 30, 2022 and 2021. Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Three Months Ended June 30, Goods Sold Expense, Net (Expense), Net Loss 2022 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 5 $ — Foreign currency forward contracts designated as a cash flow hedge 3 — — 6 Interest rate swaps designated as a cash flow hedge — 1 — 3 Euro-denominated debt designated as a net investment hedge — — — 32 2021 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 9 $ — Foreign currency forward contracts designated as a cash flow hedge (1 ) — — (1 ) Interest rate swaps designated as a cash flow hedge — (1 ) — — Euro-denominated debt designated as a net investment hedge — — — (13 ) Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Six Months Ended June 30, Goods Sold Expense, Net (Expense), Net Loss 2022 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ (1 ) $ — Foreign currency forward contracts designated as a cash flow hedge 6 — — 11 Interest rate swaps designated as a cash flow hedge — — — 7 Euro-denominated debt designated as a net investment hedge — — — 58 2021 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ (11 ) $ — Foreign currency forward contracts designated as a cash flow hedge (3 ) — — 3 Interest rate swaps designated as a cash flow hedge — (1 ) — — Euro-denominated debt designated as a net investment hedge — — — 24 |
Long-term Employee Benefits (Ta
Long-term Employee Benefits (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Schedules of Net Periodic Pension (Cost) Income | The following table sets forth the Company’s net periodic pension (cost) income and amounts recognized in other comprehensive income (loss) for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Service cost $ (3 ) $ (4 ) $ (7 ) $ (8 ) Interest cost (1 ) (2 ) (3 ) (3 ) Expected return on plan assets 5 5 9 10 Amortization of actuarial loss (2 ) (2 ) (4 ) (4 ) Amortization of prior service gain — 1 1 2 Total net periodic pension cost $ (1 ) $ (2 ) $ (4 ) $ (3 ) Amortization of actuarial loss 2 2 4 4 Amortization of prior service gain — (1 ) (1 ) (2 ) Effect of foreign exchange rates 4 (2 ) 7 2 Benefit (cost) recognized in other comprehensive income 6 (1 ) 10 4 Total changes in plan assets and benefit obligations recognized in other comprehensive income $ 5 $ (3 ) $ 6 $ 1 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents, as reported on the Company’s consolidated balance sheets, to cash, cash equivalents, restricted cash and restricted cash equivalents, as reported on the Company’s consolidated statements of cash flows. June 30, 2022 December 31, 2021 Cash and cash equivalents $ 1,248 $ 1,451 Restricted cash and restricted cash equivalents (1) 100 100 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 1,348 $ 1,551 (1) Restricted cash and restricted cash equivalents balance includes cash and cash equivalents deposited in an escrow account as per the terms of the MOU, which is further discussed in “Note 16 – Commitments and Contingent Liabilities”. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table sets forth certain summary financial information for the Company’s segments for the periods presented. Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Other Segment Segment Total Three Months Ended June 30, 2022 Net sales to external customers $ 968 $ 518 $ 401 $ 28 $ 1,915 Adjusted EBITDA 216 213 107 (2 ) 534 Depreciation and amortization 30 14 21 2 67 Three Months Ended June 30, 2021 Net sales to external customers $ 859 $ 340 $ 362 $ 94 $ 1,655 Adjusted EBITDA 217 115 79 18 429 Depreciation and amortization 32 14 21 5 72 Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Other Segment Segment Total Six Months Ended June 30, 2022 Net sales to external customers $ 1,897 $ 943 $ 786 $ 53 $ 3,679 Adjusted EBITDA 422 387 194 (2 ) 1,001 Depreciation and amortization 62 27 41 4 134 Six Months Ended June 30, 2021 Net sales to external customers $ 1,583 $ 643 $ 695 $ 170 $ 3,091 Adjusted EBITDA 383 205 137 27 752 Depreciation and amortization 64 30 44 10 148 Total Assets June 30, 2022 $ 2,437 $ 1,287 $ 1,704 $ 128 $ 5,556 December 31, 2021 2,318 1,124 1,621 149 5,212 |
Reconciliation of Segment Adjusted EBITDA from Segments to Consolidated Net Income (Loss) Before Income Taxes | The following table sets forth a reconciliation of Segment Adjusted EBITDA to the Company’s consolidated net income (loss) before income taxes for the three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Segment Adjusted EBITDA $ 534 $ 429 $ 1,001 $ 752 Corporate and Other expenses (excluding items below) (59 ) (63 ) (123 ) (118 ) Interest expense, net (40 ) (47 ) (82 ) (97 ) Depreciation and amortization (72 ) (79 ) (146 ) (163 ) Non-operating pension and other post-retirement employee benefit income 2 2 3 5 Exchange (losses) gains, net (3 ) 3 (3 ) (5 ) Restructuring, asset-related, and other charges (1) — (5 ) (16 ) — Gain on sales of assets and businesses, net (2) 26 2 27 2 Natural disasters and catastrophic events (3) — (3 ) — (19 ) Transaction costs — — — (5 ) Qualified spend recovery (4) 13 — 27 — Legal and environmental charges (5,6) (170 ) (195 ) (178 ) (208 ) Income before income taxes $ 231 $ 44 $ 510 $ 144 (1) In 2022, restructuring, asset-related, and other charges primarily includes asset charges and write-offs resulting from the conflict between Russia and Ukraine and the Company’s decision to suspend its business with Russian entities. In 2021, restructuring, asset-related, and other charges primarily includes a net $9 gain resulting from contract termination with a third-party services provider at the Company’s previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. (2) Refer to “Note 6 – Other Income (Expense), Net” to the Interim Consolidated Financial Statements for further details. (3) In 2021, natural disasters and catastrophic events pertains to the total cost of plant repairs and utility charges in excess of historical averages caused by Winter Storm Uri. (4) Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of the Company's cost-sharing agreement under the terms of the MOU which is discussed in further detail in "Note 16 – Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements . (5) Legal charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other legal charges. For the three and six months ended June 30, 2021, legal charges include $25 associated with the Company’s portion of the costs to enter into a Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further details. (6) Environmental charges pertains to management’s assessment of estimated liabilities associated with certain non-recurring environmental remediation expenses at various sites. In 2022, environmental charges include $165 primarily related to an update to the off-site drinking water programs at Fayetteville and changes in estimates related to the barrier wall constructions. In 2021, environmental charges include $169 primarily related to the construction of the barrier wall, operation of the groundwater extraction and treatment system, and long-term enhancements to the old outfall treatment system. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further details. |
Background, Description of th_2
Background, Description of the Business, and Basis of Presentation - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 09, 2022 | May 24, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Beaumont Land Sale | |||||
Business Acquisition [Line Items] | |||||
Sale of business, purchase price consideration in cash | $ 17 | ||||
Cash proceeds received | $ 17 | ||||
Airline Business | |||||
Business Acquisition [Line Items] | |||||
Cash proceeds received | $ 16 | ||||
Pre-tax gain (loss) on sale | $ 11 | $ 18 |
Net Sales - Summary of Disaggre
Net Sales - Summary of Disaggregation of Net Sales by Geographical Region and Segment and Product Group (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | $ 1,915 | $ 1,655 | $ 3,679 | $ 3,091 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 1,915 | 1,655 | 3,679 | 3,091 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Other Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 28 | 94 | 53 | 170 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 849 | 598 | 1,581 | 1,094 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Titanium Technologies [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 366 | 250 | 680 | 456 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 315 | 168 | 575 | 315 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Advanced Performance Materials [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 152 | 130 | 297 | 240 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Other Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 16 | 50 | 29 | 83 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 369 | 384 | 738 | 718 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Titanium Technologies [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 201 | 223 | 413 | 398 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 91 | 89 | 171 | 176 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Advanced Performance Materials [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 72 | 67 | 145 | 135 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Other Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 5 | 5 | 9 | 9 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 187 | 199 | 376 | 376 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Titanium Technologies [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 117 | 117 | 240 | 214 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 53 | 34 | 103 | 66 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Advanced Performance Materials [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 16 | 15 | 30 | 30 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Other Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 1 | 33 | 3 | 66 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 510 | 474 | 984 | 903 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Titanium Technologies [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 284 | 269 | 564 | 515 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 59 | 49 | 94 | 86 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Advanced Performance Materials [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 161 | 150 | 314 | 290 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Other Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 6 | 6 | 12 | 12 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Titanium Dioxide and Other Minerals [Member] | Titanium Technologies [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 968 | 859 | 1,897 | 1,583 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Refrigerants [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 424 | 271 | 768 | 512 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Foam, Propellants, and Other [Member] | Thermal & Specialized Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 94 | 69 | 175 | 131 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Fluoropolymers and Advanced Materials [Member] | Advanced Performance Materials [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | $ 401 | $ 362 | $ 786 | $ 695 |
Net Sales - Summary of Contract
Net Sales - Summary of Contract Balances from Contracts with Customers (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Contract assets: | ||
Accounts receivable - trade, net | $ 923 | $ 644 |
Contract liabilities: | ||
Deferred revenue | 7 | 5 |
Customer rebates | $ 63 | $ 83 |
Net Sales - Narrative (Details)
Net Sales - Narrative (Details) - Topic 606 [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 9 |
Revenue, practical expedient, financing component | true |
Net Sales - Narrative (Details1
Net Sales - Narrative (Details1) - Topic 606 [Member] | Jun. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Percentage of remaining performance obligations as revenue | 35% |
Remaining performance obligations original expected period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Percentage of remaining performance obligations as revenue | 65% |
Remaining performance obligations original expected period | 1 year |
Restructuring, Asset-Related,_3
Restructuring, Asset-Related, and Other Charges - Schedule of Restructuring Program (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring And Related Activities [Abstract] | ||||
Employee separation charges | $ 1 | $ (1) | $ 6 | $ (2) |
Decommissioning and other charges | 0 | 6 | 1 | 2 |
Total restructuring and other charges | 1 | 5 | 7 | 0 |
Asset-related charges | 0 | 0 | 5 | 0 |
Total restructuring, asset-related, and other charges | $ 1 | $ 5 | $ 12 | $ 0 |
Restructuring, Asset-Related,_4
Restructuring, Asset-Related, and Other Charges - Schedule of Restructuring Program (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Restructuring And Related Activities [Abstract] | |
Gain on restructuring and related cost | $ 9 |
Restructuring, Asset-Related,_5
Restructuring, Asset-Related, and Other Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||||
Severance costs | $ 1 | $ (1) | $ 6 | $ (2) |
2022 Restructuring Program [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance costs | $ 1 | 6 | ||
2022 Restructuring Program [Member] | Thermal & Specialized Solutions [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance costs | 1 | |||
2022 Restructuring Program [Member] | Advanced Performance Materials [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance costs | 2 | |||
Corporate and Other [Member] | 2022 Restructuring Program [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance costs | $ 3 |
Restructuring, Asset-Related,_6
Restructuring, Asset-Related, and Other Charges - Restructuring Program Schedule (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | $ 1 |
Charges to income | 6 |
Payments | (3) |
Restructuring reserve, ending | 4 |
Other Segment Site Closures [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 1 |
Charges to income | 0 |
Payments | (1) |
Restructuring reserve, ending | 0 |
2022 Restructuring Program [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 0 |
Charges to income | 6 |
Payments | (2) |
Restructuring reserve, ending | $ 4 |
Other Income (Expense), Net - C
Other Income (Expense), Net - Components of Other Income (Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income And Expenses [Abstract] | ||||
Leasing, contract services and miscellaneous income | $ 11 | $ 10 | $ 15 | $ 12 |
Royalty income | 2 | 4 | 2 | 7 |
Gain on sales of assets and businesses, net | 26 | 2 | 27 | 2 |
Exchange (losses) gains, net | (3) | 3 | (3) | (5) |
Non-operating pension and other post-retirement employee benefit income | 2 | 2 | 3 | 5 |
Total other income, net | $ 38 | $ 21 | $ 44 | $ 21 |
Other Income (Expense), Net -_2
Other Income (Expense), Net - Components of Other Income (Expense) (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Beaumont Land Sale | ||
Component Of Other Income And Expenses [Line Items] | ||
Gain on sale of asset | $ 11 | $ 11 |
Pascagoula [Member] | ||
Component Of Other Income And Expenses [Line Items] | ||
Gain on sale of asset | $ 18 | $ 18 |
Earnings Per Share of Common _3
Earnings Per Share of Common Stock - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income attributable to Chemours | $ 201 | $ 66 | $ 434 | $ 161 |
Denominator: | ||||
Weighted-average number of common shares outstanding - basic | 156,224,802 | 166,168,550 | 158,051,092 | 165,912,089 |
Dilutive effect of the Company’s employee compensation plans | 3,442,411 | 3,989,453 | 3,562,159 | 3,693,498 |
Weighted-average number of common shares outstanding - diluted | 159,667,213 | 170,158,003 | 161,613,251 | 169,605,587 |
Basic earnings per share of common stock | $ 1.29 | $ 0.40 | $ 2.75 | $ 0.97 |
Diluted earnings per share of common stock | $ 1.26 | $ 0.39 | $ 2.69 | $ 0.95 |
Earnings Per Share of Common _4
Earnings Per Share of Common Stock - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Average number of stock options | 868,168 | 1,494,624 | 1,173,275 | 1,502,192 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable, Net - Schedule of Accounts and Notes Receivable (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable - trade, net | $ 923 | $ 644 |
VAT, GST and other taxes | 56 | 41 |
Other receivables | 87 | 35 |
Total accounts and notes receivable, net | $ 1,066 | $ 720 |
Accounts and Notes Receivable_4
Accounts and Notes Receivable, Net - Schedule of Accounts and Notes Receivable (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable - trade, net | $ 923 | $ 644 |
Allowance for doubtful accounts receivable | 10 | 5 |
Trade Notes Receivable [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable - trade, net | $ 2 | $ 17 |
Accounts and Notes Receivable_5
Accounts and Notes Receivable, Net - (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 2 | $ 1 | $ 8 | $ 1 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Net [Abstract] | ||
Finished products | $ 815 | $ 704 |
Semi-finished products | 216 | 192 |
Raw materials, stores, and supplies | 499 | 475 |
Inventories before LIFO adjustment | 1,530 | 1,371 |
Less: Adjustment of inventories to LIFO basis | (311) | (272) |
Total inventories | $ 1,219 | $ 1,099 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - US [Member] - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
LIFO inventory amount | $ 707 | $ 650 |
Percentage of LIFO inventory | 46% | 47% |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | $ 9,264 | $ 9,232 |
Less: Accumulated depreciation | (6,153) | (6,078) |
Property, plant, and equipment, net | 3,111 | 3,154 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 7,558 | 7,559 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 1,171 | 1,168 |
Construction-in-progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 396 | 361 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 103 | 108 |
Mineral rights [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | $ 36 | $ 36 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |||||
Finance leased assets, gross | $ 91 | $ 91 | $ 95 | ||
Depreciation expense | $ 71 | $ 78 | $ 144 | $ 158 |
Investments in Affiliates - Nar
Investments in Affiliates - Narrative (Details) - Equity Method Investees [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments in Affiliates | ||||
Net sales | $ 55 | $ 40 | $ 99 | $ 74 |
Purchases | 60 | 51 | 109 | 86 |
Dividends | $ 0 | $ 2 | $ 1 | |
Maximum [Member] | ||||
Investments in Affiliates | ||||
Dividends | $ 1 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Capitalized repair and maintenance costs | $ 152 | $ 195 |
Pension assets | 56 | 55 |
Deferred income taxes | 170 | 171 |
Miscellaneous | 23 | 26 |
Total other assets | $ 401 | $ 447 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued litigation | $ 14 | $ 36 |
Asset retirement obligations | 10 | 14 |
Income taxes | 35 | 43 |
Customer rebates | 63 | 83 |
Accrued interest | 17 | 17 |
Operating lease liabilities | 52 | 59 |
Miscellaneous | 72 | 73 |
Total other accrued liabilities | $ 263 | $ 325 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) € in Millions, $ in Millions | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) |
Debt Instrument [Line Items] | ||||
Finance lease liabilities | $ 66 | $ 72 | ||
Financing obligation | 92 | 93 | ||
Total debt principal | 3,710 | 3,782 | ||
Less: Unamortized issue discounts | (5) | (5) | ||
Less: Unamortized debt issuance costs | (25) | (28) | ||
Less: Short-term and current maturities of long-term debt | (24) | (25) | ||
Total long-term debt, net | 3,656 | 3,724 | ||
Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 771 | 776 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 355 | € 335 | 381 | € 337 |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 476 | € 450 | 510 | € 450 |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 500 | 500 | ||
5.750% Senior Unsecured Notes Due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 800 | 800 | ||
4.625% Senior Unsecured Notes Due November 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 650 | $ 650 |
Debt - Components of Debt (Pare
Debt - Components of Debt (Parenthetical) (Details) € in Millions, $ in Millions | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) |
Debt Instrument [Line Items] | ||||
Financing obligation | $ 92 | $ 93 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 355 | € 335 | 381 | € 337 |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 476 | € 450 | $ 510 | € 450 |
Debt instrument interest rate | 4% | 4% | 4% | 4% |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 500 | $ 500 | ||
Debt instrument interest rate | 5.375% | 5.375% | 5.375% | 5.375% |
5.750% Senior Unsecured Notes Due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 800 | $ 800 | ||
Debt instrument interest rate | 5.75% | 5.75% | 5.75% | 5.75% |
4.625% Senior Unsecured Notes Due November 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 650 | $ 650 | ||
Debt instrument interest rate | 4.625% | 4.625% | 4.625% | 4.625% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Oct. 07, 2021 | Apr. 03, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument maturity date | Apr. 30, 2025 | ||||||
4.000% Senior Unsecured Notes Due May 2026 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument maturity date | May 31, 2026 | ||||||
Senior Secured Term Loan Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument term | 7 years | ||||||
Term loan repayments | $ 3,000,000 | $ 3,000,000 | $ 6,000,000 | $ 7,000,000 | |||
Senior Secured Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | $ 800,000,000 | |||||
Debt instrument, springing maturity, description | The Credit Agreement is subject to a springing maturity in the event that the senior secured term loans due April 2025 and the senior unsecured notes due in May 2026 are not redeemed, repaid, modified, and/or refinanced within the 91-day period prior to their maturity date. | ||||||
Debt instrument maturity date | Oct. 07, 2026 | ||||||
Long-term debt | 0 | $ 0 | $ 0 | ||||
Letters of credit outstanding | $ 105,000,000 | $ 105,000,000 | $ 107,000,000 | ||||
Commitment fee percentage | 0.15% | ||||||
Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Effective interest rates on senior secured term loan | 2.50% | 2.50% | |||||
Dollar Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Effective interest rates on senior secured term loan | 3.40% | 3.40% |
Debt - Accounts Receivable Secu
Debt - Accounts Receivable Securitization Facility - Narrative (Details) - Securitization Facility - Special Purpose Entity - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Mar. 09, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||||
Percentage of fair value on additional purchases of receivables | 100% | |||||
Cash proceeds for receivables | $ 339 | $ 345 | $ 677 | $ 616 | ||
Accounts receivable from securitization, amount derecognized | 339 | 370 | 677 | 641 | ||
Receivable from securitization facility | 217 | 217 | $ 76 | |||
Servicing and other fees on securitization | $ 1 | $ 1 | $ 2 | $ 1 |
Debt - Maturities and Fair Valu
Debt - Maturities and Fair Value - Narrative (Details) - Senior Secured Revolving Credit Facility [Member] | Apr. 03, 2018 |
Debt Instrument [Line Items] | |
Percentage per annum for quarterly principal payments | 1% |
Additional principal repayment, percentage of excess cash flow, stepdown level one | 25% |
Additional principal repayment, percentage of excess cash flow, stepdown level two | 0% |
Target leverage ratio one | 3.50 |
Target leverage ratio two | 1 |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Additional principal repayment, percentage of excess cash flows | 50% |
Debt - Schedule of Debt Princip
Debt - Schedule of Debt Principal Maturities (Details) - Senior Debt [Member] $ in Millions | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2022 | $ 6 |
2023 | 13 |
2024 | 13 |
2025 | 1,094 |
2026 | 476 |
Thereafter | 1,950 |
Total principal maturities on debt | $ 3,552 |
Debt - Estimated Fair Values of
Debt - Estimated Fair Values of Senior Debt Issues (Details) € in Millions, $ in Millions | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) |
Debt Instrument [Line Items] | ||||
Less: Unamortized issue discounts | $ (5) | $ (5) | ||
Less: Unamortized debt issuance costs | (25) | (28) | ||
Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 771 | 776 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 355 | € 335 | 381 | € 337 |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 476 | € 450 | 510 | € 450 |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 500 | 500 | ||
5.750% Senior Unsecured Notes Due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 800 | 800 | ||
4.625% Senior Unsecured Notes Due November 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 650 | 650 | ||
Level 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 3,552 | 3,617 | ||
Long-term debt, Fair Value | 3,143 | 3,694 | ||
Total senior debt, Carrying Value | 3,552 | 3,617 | ||
Less: Unamortized issue discounts | (5) | (5) | ||
Less: Unamortized debt issuance costs | (25) | (28) | ||
Long-term debt | 3,522 | 3,584 | ||
Total senior debt, Carrying Value | 3,552 | 3,617 | ||
Total senior debt, Fair Value | 3,143 | 3,694 | ||
Level 2 [Member] | Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 771 | 776 | ||
Long-term debt, Fair Value | 730 | 769 | ||
Level 2 [Member] | Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 355 | 381 | ||
Long-term debt, Fair Value | 333 | 378 | ||
Level 2 [Member] | 4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 476 | 510 | ||
Long-term debt, Fair Value | 424 | 518 | ||
Level 2 [Member] | 5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 500 | 500 | ||
Long-term debt, Fair Value | 457 | 538 | ||
Level 2 [Member] | 5.750% Senior Unsecured Notes Due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 800 | 800 | ||
Long-term debt, Fair Value | 683 | 846 | ||
Level 2 [Member] | 4.625% Senior Unsecured Notes Due November 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 650 | 650 | ||
Long-term debt, Fair Value | $ 516 | $ 645 |
Debt - Estimated Fair Values _2
Debt - Estimated Fair Values of Senior Debt Issues (Parenthetical) (Details) € in Millions, $ in Millions | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 476 | € 450 | $ 510 | € 450 |
Debt instrument interest rate | 4% | 4% | 4% | 4% |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 500 | $ 500 | ||
Debt instrument interest rate | 5.375% | 5.375% | 5.375% | 5.375% |
5.750% Senior Unsecured Notes Due November 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 800 | $ 800 | ||
Debt instrument interest rate | 5.75% | 5.75% | 5.75% | 5.75% |
4.625% Senior Unsecured Notes Due November 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 650 | $ 650 | ||
Debt instrument interest rate | 4.625% | 4.625% | 4.625% | 4.625% |
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 355 | € 335 | $ 381 | € 337 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Noncurrent [Abstract] | ||
Employee-related costs | $ 90 | $ 94 |
Accrued litigation | 50 | 50 |
Asset retirement obligations | 68 | 62 |
Miscellaneous | 65 | 63 |
Total other liabilities | $ 273 | $ 269 |
Other Liabilities - Schedule _2
Other Liabilities - Schedule of Other Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Noncurrent [Abstract] | ||
Asset retirement obligations | $ 78 | $ 76 |
Accrued workers compensation indemnification liability | $ 34 | $ 32 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Schedule of Components of Accrued Litigation (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Accrued litigation | $ 64 | $ 86 | |
Asbestos [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued litigation | 33 | 33 | |
PFOA [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued litigation | 23 | 23 | |
All Other Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued litigation | [1] | $ 8 | $ 30 |
[1] At December 31, 2021, all other matters includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Components of Accrued Litigation (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 64 | $ 86 |
PFAS Natural Resource Damages Matters [Member] | Chemours, DuPont, Corteva, EID [Member] | State of Delaware [Member] | ||
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 25 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Accrued Litigation and Balance Sheet Locations (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Litigation: | |||
Current accrued litigation | $ 14 | $ 36 | |
Long-term accrued litigation | 50 | 50 | |
Total accrued litigation | 64 | 86 | |
Other Accrued Liabilities [Member] | |||
Accrued Litigation: | |||
Current accrued litigation | [1] | 14 | 36 |
Other Liabilities [Member] | |||
Accrued Litigation: | |||
Long-term accrued litigation | $ 50 | $ 50 | |
[1] At December 31, 2021, current accrued litigation includes $25, which was paid in January 2022, associated with the Company’s portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies. For information regarding this matter, refer to “PFAS” within this “Note 16 – Commitments and Contingent Liabilities”. |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Accrued Litigation and Balance Sheet Locations (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 14 | $ 36 |
PFAS Natural Resource Damages Matters [Member] | Chemours, DuPont, Corteva, EID [Member] | State of Delaware [Member] | ||
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 25 |
Commitments and Contingent Li_7
Commitments and Contingent Liabilities - Litigation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jul. 13, 2021 USD ($) | Jan. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) plaintiff | Mar. 31, 2020 USD ($) | Mar. 31, 2019 USD ($) lawsuit | Mar. 31, 2017 USD ($) lawsuit | Jun. 30, 2022 USD ($) lawsuit | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) lawsuit water_district | Jun. 30, 2021 USD ($) | Dec. 31, 2004 resident | Dec. 31, 2021 USD ($) lawsuit | Oct. 31, 2020 lawsuit | Sep. 30, 2020 lawsuit | |
Loss Contingencies [Line Items] | |||||||||||||||
Accrual balance | $ 64,000,000 | $ 64,000,000 | $ 86,000,000 | ||||||||||||
Funding for medical monitoring program [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit disbursements | $ 1,900,000 | ||||||||||||||
First MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Date of agreement month and year | 2017-03 | ||||||||||||||
Total settlement amount | $ 670,700,000 | ||||||||||||||
PFOA MDL After First Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of individual plaintiffs | plaintiff | 96 | ||||||||||||||
PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency expected settlement amount | $ 83,000,000 | ||||||||||||||
Loss contingency accrual period decrease | $ 250,000 | ||||||||||||||
Asbestos Issue [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Lawsuits alleging personal injury - Filed | lawsuit | 900 | 900 | 1,000 | ||||||||||||
Accrual balance | $ 33,000,000 | $ 33,000,000 | $ 33,000,000 | ||||||||||||
Benzene Related Illness [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Lawsuits alleging illness | lawsuit | 15 | 15 | 19 | ||||||||||||
PFOA Matters [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Accrual balance | $ 23,000,000 | $ 23,000,000 | $ 23,000,000 | ||||||||||||
Number of lawsuits filed | lawsuit | 2 | 3 | |||||||||||||
PFOA Matters: Drinking Water Actions [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Accrual balance | $ 23,000,000 | $ 23,000,000 | 23,000,000 | ||||||||||||
Binding settlement agreement, class size | resident | 80,000 | ||||||||||||||
Number of water districts Company must provide treatment | water_district | 6 | ||||||||||||||
PFOA Matters: Additional Actions [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Lawsuits alleging personal injury - Filed | lawsuit | 3,500 | ||||||||||||||
Compensatory and Emotional Distress Damages [Member] | PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency damages awarded value | $ 40,000,000 | ||||||||||||||
Consortium Damages [Member] | PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency damages awarded value | $ 10,000,000 | ||||||||||||||
EID [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Lawsuits alleging illness | lawsuit | 40 | 40 | |||||||||||||
EID [Member] | Business Seeking to Recover Losses [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Lawsuits alleging illness | lawsuit | 2 | 2 | |||||||||||||
PFAS Contamination, Including PFOA and PFOS [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuits filed | lawsuit | 10 | 10 | |||||||||||||
PFAS and Other Chemicals Exposure [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuits filed | lawsuit | 7 | 7 | |||||||||||||
Compensatory and Punitive Damages [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuits filed | lawsuit | 2 | 2 | |||||||||||||
Allegations of Personal Injury [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuits filed | lawsuit | 9 | 9 | |||||||||||||
Number of lawsuits removed | lawsuit | 6 | 6 | |||||||||||||
Injunctive Relief and Compensatory and Punitive Damages [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of southern California public water systems filed lawsuit | lawsuit | 11 | ||||||||||||||
PFAS Matters [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement paid | $ 13,000,000 | ||||||||||||||
Number of lawsuits filed | lawsuit | 4 | ||||||||||||||
Demanding amount to cover the cost of preparation of natural resource damage assessment plan and access to related documents | $ 100,000 | ||||||||||||||
New Jersey Department of Environmental Protection Directives and Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Demanding amount to cover the cost of preparation of natural resource damage assessment plan and access to related documents | $ 943,000,000 | ||||||||||||||
Chemours [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Expenditures subject to cost-sharing as qualified spend | $ 39,000,000 | $ 30,000,000 | $ 64,000,000 | $ 42,000,000 | |||||||||||
Chemours [Member] | PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement payments | 29,000,000 | ||||||||||||||
Chemours, DuPont, Corteva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Aggregate amount of qualified spend | 223,000,000 | 223,000,000 | |||||||||||||
DuPont | PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement payments | 27,000,000 | ||||||||||||||
Corteva | PFOA Second MDL Settlement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement payments | $ 27,000,000 | ||||||||||||||
Chemours, DuPont, Corteva, EID [Member] | PFAS Natural Resource Damages Matters [Member] | State of Delaware [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Accrual balance | 25,000,000 | ||||||||||||||
Settlement paid | 50,000,000 | ||||||||||||||
Maximum [Member] | PFOA Matters [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Period of payments | 5 years | ||||||||||||||
Maximum [Member] | PFOA Matters: Drinking Water Actions [Member] | Funding for medical monitoring program [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, settlement fund amount | $ 235,000,000 | ||||||||||||||
Maximum [Member] | Chemours, DuPont, Corteva, EID [Member] | PFAS Natural Resource Damages Matters [Member] | One or More Supplemental Payment Directly to Trust [Member] | Another State [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement payments | $ 25,000,000 | ||||||||||||||
Minimum [Member] | Chemours, DuPont, Corteva, EID [Member] | PFAS Natural Resource Damages Matters [Member] | Another State [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement payments | $ 50,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | PFAS Liabilities [Member] | Restricted Cash and Restricted Cash Equivalents [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | 100,000,000 | 100,000,000 | $ 100,000,000 | ||||||||||||
Memorandum of Understanding [Member] | Minimum Balance on December 31, 2028 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | 700,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Before January 2026 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum settlement amount required to allow withdrawals from escrow account | 125,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Starting in January 2026 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum amount of qualified spend required to allow withdrawals from escrow account | $ 200,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Chemours [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Percentage of escrow deposits contribution to restore escrow balance to 700 | 50% | ||||||||||||||
Memorandum of Understanding [Member] | Chemours [Member] | PFAS Natural Resource Damages Matters [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement paid | 25,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Chemours [Member] | No Later Than Each of September 30, 2021 and September 30, 2022 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | $ 100,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Chemours [Member] | No Later Than September 30 of Each Subsequent Year Through and Including 2028 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | $ 50,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | DuPont and Corteva [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Percentage of escrow deposits contribution to restore escrow balance to 700 | 50% | ||||||||||||||
Memorandum of Understanding [Member] | DuPont and Corteva [Member] | PFAS Natural Resource Damages Matters [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement paid | $ 25,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | DuPont and Corteva [Member] | No Later Than Each of September 30, 2021 and September 30, 2022 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | $ 100,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | DuPont and Corteva [Member] | No Later Than September 30 of Each Subsequent Year Through and Including 2028 [Member] | PFAS Liabilities [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Escrow deposit | 50,000,000 | ||||||||||||||
Memorandum of Understanding [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Aggregate amount of qualified spend | $ 4,000,000,000 | $ 4,000,000,000 | $ 4,000,000,000 |
Commitments and Contingent Li_8
Commitments and Contingent Liabilities - Schedule of Environmental Remediation Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | $ 707 | $ 562 | |
Chambers Works, Deepwater, New Jersey [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | 30 | 27 | |
Fayetteville Works, Fayetteville, North Carolina [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | [1] | 510 | 359 |
Pompton Lakes, New Jersey [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | 41 | 42 | |
USS Lead, East Chicago, Indiana [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | 19 | 24 | |
All other sites [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | $ 107 | $ 110 | |
[1] (1) For more information on this matter refer to “Fayetteville Works, Fayetteville, North Carolina” within this “Note 16 – Commitments and Contingent Liabilities”. |
Commitments and Contingent Li_9
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Environmental Remediation Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
Current environmental remediation | $ 239 | $ 173 |
Long-term environmental remediation | 468 | 389 |
Total environmental remediation | $ 707 | $ 562 |
Commitments and Contingent L_10
Commitments and Contingent Liabilities - Environmental - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2021 USD ($) CivilPenalty | Mar. 31, 2019 USD ($) lawsuit | Jun. 30, 2022 USD ($) lawsuit | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) lawsuit | Jun. 30, 2021 USD ($) | Dec. 31, 2019 Owner | Dec. 31, 2021 USD ($) | Oct. 31, 2020 lawsuit | Sep. 30, 2020 lawsuit | ||
Environmental Remediation [Line Items] | |||||||||||
Environmental remediation expense | $ 182,000 | $ 187,000 | $ 211,000 | $ 212,000 | |||||||
Accrual for environmental remediation activities | 17,000 | ||||||||||
Accrual for environmental remediation activities | 707,000 | 707,000 | $ 562,000 | ||||||||
Number of civil penalty assessments for violation to reduce facility-wide annual emissions of GenX compounds | CivilPenalty | 2 | ||||||||||
Amount of civil penalty assessed for violation to reduce facility-wide annual emissions of GenX compounds | $ 300 | ||||||||||
Environmental liabilities indemnification maximum amount | 78,000 | 78,000 | |||||||||
Obligation related to indemnification | 0 | $ 0 | 0 | ||||||||
Indemnification expiration period | 2026-12 | ||||||||||
Off-site Replacement Drinking Water Supplies [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Accrued for operation, maintenance, and monitoring period | 20 years | ||||||||||
Accrual for environmental remediation activities | 170,000 | $ 170,000 | 59,000 | ||||||||
Off-site Groundwater Remediation and Toxicity Studies [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Disbursements period | 20 years | ||||||||||
Assessment And Sampling Drinking Water Supplies [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Accrual for environmental remediation activities | 17,000 | $ 17,000 | 11,000 | ||||||||
On-site Surface Water and Groundwater Remediation [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Estimated cost of remediation | 324,000 | $ 324,000 | 289,000 | ||||||||
OM&M projected paid period | 20 years | ||||||||||
Addendum specified penalties | $ 150 | ||||||||||
Addendum specified additional penalties per week | 20 | ||||||||||
Off-site Drinking Water Remediation [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Accrual for environmental remediation activities | 108,000 | 5,000 | |||||||||
Construction of Barrier Wall and Groundwater Treatment Facility [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Accrual for environmental remediation activities | 58,000 | 109,000 | |||||||||
Construction of Barrier Wall and Groundwater Treatment Facility [Member] | On-site Surface Water and Groundwater Remediation [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Estimated cost of remediation | $ 30,000 | 30,000 | |||||||||
Upper range of cost estimates | 347,000 | ||||||||||
Cost estimates already accrued | $ 210,000 | ||||||||||
Groundwater Extraction And Treatment System [Member] | On-site Surface Water and Groundwater Remediation [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Accrued for operation, maintenance, and monitoring period | 20 years | ||||||||||
Estimated operation starting year | 2023 | ||||||||||
PFAS [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Settlement paid | $ 13,000 | ||||||||||
Percentage of efficiency to control PFAS | 99.999% | ||||||||||
Number of lawsuits filed | lawsuit | 4 | ||||||||||
PFOA [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Number of lawsuits filed | lawsuit | 2 | 3 | |||||||||
Compensatory and Punitive Damages [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Number of private well owners seeking for damages | Owner | 1,400 | ||||||||||
Number of lawsuits filed | lawsuit | 2 | 2 | |||||||||
Fayetteville Works, Fayetteville, North Carolina [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Environmental remediation expense | $ 174,000 | $ 181,000 | $ 193,000 | $ 192,000 | |||||||
Accrual for environmental remediation activities | [1] | 510,000 | $ 510,000 | $ 359,000 | |||||||
Fayetteville Works, Fayetteville, North Carolina [Member] | PFAS [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Percentage of efficiency to control PFAS | 99.99% | ||||||||||
Reduction of PFAS maximum period | 2 years | ||||||||||
Percentage of baseline | 75% | ||||||||||
Minimum [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Average time frame of disbursements of environmental site remediation | 15 years | ||||||||||
Maximum [Member] | |||||||||||
Environmental Remediation [Line Items] | |||||||||||
Average time frame of disbursements of environmental site remediation | 20 years | ||||||||||
Loss contingency, potential additional loss | $ 720,000 | $ 720,000 | |||||||||
[1] (1) For more information on this matter refer to “Fayetteville Works, Fayetteville, North Carolina” within this “Note 16 – Commitments and Contingent Liabilities”. |
Commitments and Contingent L_11
Commitments and Contingent Liabilities - Schedule of On-Site and Off-Site Components of Accrued Environmental Remediation Liabilities Related to PFAS (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | $ 707 | $ 562 | |
Fayetteville Works, Fayetteville, North Carolina [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | [1] | 510 | 359 |
Fayetteville Works, Fayetteville, North Carolina [Member] | On-site Remediation [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | 323 | 289 | |
Fayetteville Works, Fayetteville, North Carolina [Member] | Off-site Groundwater Remediation [Member] | |||
Environmental Remediation [Line Items] | |||
Accrued environmental remediation | $ 187 | $ 70 | |
[1] (1) For more information on this matter refer to “Fayetteville Works, Fayetteville, North Carolina” within this “Note 16 – Commitments and Contingent Liabilities”. |
Commitments and Contingent L_12
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Accrued Environmental Remediation Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Environmental Remediation [Line Items] | |||
Current environmental remediation | $ 239 | $ 173 | |
Long-term environmental remediation | 468 | 389 | |
Total environmental remediation | 707 | 562 | |
Fayetteville Works, Fayetteville, North Carolina [Member] | |||
Environmental Remediation [Line Items] | |||
Current environmental remediation | 181 | 114 | |
Long-term environmental remediation | 329 | 245 | |
Total environmental remediation | [1] | $ 510 | $ 359 |
[1] (1) For more information on this matter refer to “Fayetteville Works, Fayetteville, North Carolina” within this “Note 16 – Commitments and Contingent Liabilities”. |
Equity - Narrative (Details)
Equity - Narrative (Details) - Common Stock [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 47 Months Ended | ||||||
May 19, 2022 | Apr. 27, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Feb. 28, 2019 | Aug. 31, 2018 | |
2018 Share Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Shares repurchases | 28,603,784 | ||||||||
Average price paid per share | $ 34.96 | $ 35.31 | $ 35.08 | $ 32.06 | $ 35.08 | ||||
Total number of shares purchased | 2,972,073 | 423,273 | 7,824,039 | 423,273 | |||||
Total amount for shares purchased | $ 105,000,000 | $ 15,000,000 | $ 251,000,000 | $ 15,000,000 | |||||
2018 Share Repurchase Program [Member] | Maximum [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 750,000,000 | ||||||||
2022 Share Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Average price paid per share | $ 35.14 | $ 35.14 | $ 35.14 | ||||||
Stock repurchase program effective date | Apr. 27, 2022 | ||||||||
Stock repurchase program expiration date | Dec. 31, 2025 | ||||||||
Total number of shares purchased | 551,493 | 551,493 | 551,493 | ||||||
Total amount for shares purchased | $ 19,000,000 | $ 19,000,000 | $ 19,000,000 | ||||||
Remaining available amount of common stock under the share repurchase program | $ 731,000,000 | $ 731,000,000 | $ 731,000,000 | ||||||
2022 Share Repurchase Program [Member] | Maximum [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 750,000,000 | ||||||||
2018 and 2022 Share Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Average price paid per share | $ 35.28 | $ 32.26 | |||||||
Total number of shares purchased | 3,523,566 | 8,375,532 | |||||||
Total amount for shares purchased | $ 124,000,000 | $ 270,000,000 |
Equity - Schedule of Share Repu
Equity - Schedule of Share Repurchase Activity (Details) - Common Stock [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 47 Months Ended | |||
May 19, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
2018 Share Repurchase Program [Member] | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Total number of shares purchased | 2,972,073 | 423,273 | 7,824,039 | 423,273 | ||
Total amount for shares purchased | $ 105,000,000 | $ 15,000,000 | $ 251,000,000 | $ 15,000,000 | ||
Average price paid per share | $ 34.96 | $ 35.31 | $ 35.08 | $ 32.06 | $ 35.08 | |
2022 Share Repurchase Program [Member] | ||||||
Equity Class Of Treasury Stock [Line Items] | ||||||
Total number of shares purchased | 551,493 | 551,493 | 551,493 | |||
Total amount for shares purchased | $ 19,000,000 | $ 19,000,000 | $ 19,000,000 | |||
Average price paid per share | $ 35.14 | $ 35.14 | $ 35.14 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 7 | $ 8 | $ 17 | $ 20 | |
Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2 | 2 | $ 4 | 7 | |
Number of shares granted | 1,030,000 | ||||
Expiration period | 10 years | ||||
Stock-based compensation award vesting period | 3 years | ||||
Stock options outstanding | 5,240,000 | 5,240,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3 | 3 | $ 6 | 7 | |
Stock-based compensation award vesting period | 3 years | ||||
Shares issued upon conversion of equity award | 1 | 1 | |||
Number of shares non-vested | 1,460,000 | 1,460,000 | |||
Restricted Stock Units (RSUs) [Member] | Employees and Non-Employee Directors [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 320,000 | ||||
Performance Share Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2 | $ 3 | $ 7 | $ 6 | |
Stock-based compensation award vesting period | 3 years | ||||
Number of shares granted | 230,000 | ||||
Shares issued upon conversion of equity award | 1 | ||||
Number of shares non-vested | 860,000 | 860,000 | |||
Percentage of target award available for grant | 100% | ||||
Performance Share Units [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target award available for grant | 0% | ||||
Performance Share Units [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target award available for grant | 250% |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions of Stock Option (Details) - Stock Option [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 1.61% |
Expected term (years) | 6 years |
Volatility | 56.71% |
Dividend yield | 3.85% |
Fair value per stock option | $ 9.89 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 1,081 | |||
Other comprehensive income (loss) | $ (39) | $ 26 | (14) | $ (8) |
Ending Balance | 1,214 | 1,214 | ||
Net Investment Hedge [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (21) | (76) | ||
Other comprehensive income (loss) | 44 | 18 | ||
Ending Balance | 23 | (58) | 23 | (58) |
Cash Flow Hedge [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | 5 | (8) | ||
Other comprehensive income (loss) | 10 | 5 | ||
Ending Balance | 15 | (3) | 15 | (3) |
Currency Translation Adjustment [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (236) | (120) | ||
Other comprehensive income (loss) | (77) | (34) | ||
Ending Balance | (313) | (154) | (313) | (154) |
Defined Benefit Plans [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (112) | (106) | ||
Other comprehensive income (loss) | 9 | 3 | ||
Ending Balance | (103) | (103) | (103) | (103) |
Accumulated Other Comprehensive (Loss) Income [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (364) | (310) | ||
Other comprehensive income (loss) | (39) | 26 | (14) | (8) |
Ending Balance | $ (378) | $ (318) | $ (378) | $ (318) |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) contract InterestRateSwap | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) contract InterestRateSwap | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) contract InterestRateSwap | |
Derivative [Line Items] | |||||
Recognized gains (losses) on derivative cash flow hedge, pre-tax | $ 9,000,000 | $ (1,000,000) | $ 18,000,000 | $ 3,000,000 | |
Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | |||||
Derivative [Line Items] | |||||
Recognized gain on derivative, pre-tax | 32,000,000 | (13,000,000) | 58,000,000 | 24,000,000 | |
Reclassification on derivative, pre-tax | $ 0 | 0 | $ 0 | 0 | |
Foreign currency forward contracts [Member] | |||||
Derivative [Line Items] | |||||
Number of forward exchange currency contracts | contract | 13 | 13 | 12 | ||
Derivative notional value | $ 297,000,000 | $ 297,000,000 | $ 254,000,000 | ||
Average maturity period of derivative contract | 1 month | 1 month | |||
Foreign currency forward contracts [Member] | Not Designated as Hedging Instrument [Member] | Other Income (Expense), Net [Member] | |||||
Derivative [Line Items] | |||||
Derivative gains (losses) | 5,000,000 | 9,000,000 | $ (1,000,000) | (11,000,000) | |
Gain (loss) reclassification on derivative cash flow hedge | $ 5,000,000 | 9,000,000 | $ (1,000,000) | (11,000,000) | |
Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Number of forward exchange currency contracts | contract | 185 | 185 | 175 | ||
Derivative notional value | $ 220,000,000 | $ 220,000,000 | $ 195,000,000 | ||
Average maturity period of derivative contract | 5 months | 4 months | |||
Recognized gains (losses) on derivative cash flow hedge, pre-tax | 6,000,000 | (1,000,000) | $ 11,000,000 | 3,000,000 | |
Derivative cash flow hedge net pre-tax gain from accumulated other comprehensive loss to cost of goods sold to be reclassified with in twelve months | 12,000,000 | ||||
Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member] | Cost of Goods Sold [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Gain (loss) reclassification on derivative cash flow hedge | 3,000,000 | (1,000,000) | 6,000,000 | (3,000,000) | |
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Derivative notional value | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||
Number of interest rate swaps | InterestRateSwap | 3 | 3 | 3 | ||
Interest rate swaps maturity date | Mar. 31, 2023 | Mar. 31, 2023 | |||
Recognized gain on derivative, pre-tax | $ 3,000,000 | $ 7,000,000 | |||
Amount expects to reclassify of net pre-tax gain from accumulated other comprehensive loss to interest expense, net | $ 7,000,000 | ||||
Period expects to reclassify of net gain from accumulated other comprehensive loss to interest expense, net | 12 months | ||||
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Recognized gain on derivative, pre-tax | (1,000,000) | 1,000,000 | |||
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Interest Expense, Net [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Reclassification on derivative, pre-tax | $ 1,000,000 | $ (1,000,000) | $ (1,000,000) | ||
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Interest Expense, Net [Member] | Cash Flow Hedge [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Reclassification on derivative, pre-tax | $ (1,000,000) |
Financial Instruments - Schedul
Financial Instruments - Schedule of Derivative Assets and Liabilities At Fair Value (Details) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 16 | $ 6 |
Liability derivatives | 1 | |
Not Designated as Hedging Instrument [Member] | Accounts and notes receivable - trade, net [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 1 | 1 |
Not Designated as Hedging Instrument [Member] | Other accrued liabilities [Member] | Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 1 | |
Designated as Hedging Instrument [Member] | Accounts and notes receivable - trade, net [Member] | Foreign currency forward contracts [Member] | Cash Flow Hedge [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 8 | $ 5 |
Designated as Hedging Instrument [Member] | Accounts and notes receivable - trade, net [Member] | Interest Rate Swaps [Member] | Cash Flow Hedge [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 7 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Pre-tax Charge Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | $ 32 | $ (13) | $ 58 | $ 24 |
Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | 6 | (1) | 11 | 3 |
Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | 3 | 7 | ||
Euro Denominated Debt [Member] | Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | 32 | (13) | 58 | 24 |
Cost of Goods Sold [Member] | Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Derivative Instruments | 3 | (1) | 6 | (3) |
Interest Expense, Net [Member] | Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Derivative Instruments | 1 | (1) | (1) | |
Other Income (Expense), Net [Member] | Foreign currency forward contracts [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Derivative Instruments | $ 5 | $ 9 | $ (1) | $ (11) |
Long-term Employee Benefits (Sc
Long-term Employee Benefits (Schedule of Net Periodic Pension (Cost) Income and Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic pension cost | $ (4) | $ (3) | ||
Amortization of actuarial loss | $ 2 | $ 2 | 4 | 4 |
Amortization of prior service gain | (1) | (1) | (2) | |
Effect of foreign exchange rates | 4 | (2) | 7 | 2 |
Benefit (cost) recognized in other comprehensive income | 6 | (1) | 10 | 4 |
Pension Plan [Member] | Foreign [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | (3) | (4) | (7) | (8) |
Interest cost | (1) | (2) | (3) | (3) |
Expected return on plan assets | 5 | 5 | 9 | 10 |
Amortization of actuarial loss | (2) | (2) | (4) | (4) |
Amortization of prior service gain | 1 | 1 | 2 | |
Total net periodic pension cost | (1) | (2) | (4) | (3) |
Amortization of actuarial loss | 2 | 2 | 4 | 4 |
Amortization of prior service gain | (1) | (1) | (2) | |
Effect of foreign exchange rates | 4 | (2) | 7 | 2 |
Benefit (cost) recognized in other comprehensive income | 6 | (1) | 10 | 4 |
Total changes in plan assets and benefit obligations recognized in other comprehensive income | $ 5 | $ (3) | $ 6 | $ 1 |
Long-term Employee Benefits (Na
Long-term Employee Benefits (Narrative) (Details) - Defined Benefit Pension Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions during period | $ 2 | $ 3 | $ 7 | $ 8 |
Estimated future employer contributions in current fiscal year | $ 2 | $ 2 |
Supplemental Cash Flow inform_3
Supplemental Cash Flow information - Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||||
Cash and cash equivalents | $ 1,248 | $ 1,451 | |||
Restricted cash and restricted cash equivalents | [1] | 100 | 100 | ||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 1,348 | $ 1,551 | $ 1,139 | $ 1,105 | |
[1] Restricted cash and restricted cash equivalents balance includes cash and cash equivalents deposited in an escrow account as per the terms of the MOU, which is further discussed in “Note 16 – Commitments and Contingent Liabilities”. |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 3 | ||||
Depreciation and amortization | $ 72 | $ 79 | $ 146 | $ 163 | |
Total assets | 7,730 | 7,730 | $ 7,550 | ||
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 5 | $ 7 | 12 | $ 15 | |
Total assets | $ 2,174 | $ 2,174 | $ 2,338 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,915 | $ 1,655 | $ 3,679 | $ 3,091 | |
Adjusted EBITDA | 534 | 429 | 1,001 | 752 | |
Depreciation and amortization | 72 | 79 | 146 | 163 | |
Total Assets | 7,730 | 7,730 | $ 7,550 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,915 | 1,655 | 3,679 | 3,091 | |
Adjusted EBITDA | 534 | 429 | 1,001 | 752 | |
Depreciation and amortization | 67 | 72 | 134 | 148 | |
Total Assets | 5,556 | 5,556 | 5,212 | ||
Operating Segments [Member] | Titanium Technologies [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 968 | 859 | 1,897 | 1,583 | |
Adjusted EBITDA | 216 | 217 | 422 | 383 | |
Depreciation and amortization | 30 | 32 | 62 | 64 | |
Total Assets | 2,437 | 2,437 | 2,318 | ||
Operating Segments [Member] | Thermal & Specialized Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 518 | 340 | 943 | 643 | |
Adjusted EBITDA | 213 | 115 | 387 | 205 | |
Depreciation and amortization | 14 | 14 | 27 | 30 | |
Total Assets | 1,287 | 1,287 | 1,124 | ||
Operating Segments [Member] | Advanced Performance Materials [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 401 | 362 | 786 | 695 | |
Adjusted EBITDA | 107 | 79 | 194 | 137 | |
Depreciation and amortization | 21 | 21 | 41 | 44 | |
Total Assets | 1,704 | 1,704 | 1,621 | ||
Operating Segments [Member] | Other Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 28 | 94 | 53 | 170 | |
Adjusted EBITDA | (2) | 18 | (2) | 27 | |
Depreciation and amortization | 2 | $ 5 | 4 | $ 10 | |
Total Assets | $ 128 | $ 128 | $ 149 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Adjusted EBITDA from Segments to Consolidated Net Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Segment Adjusted EBITDA | $ 534 | $ 429 | $ 1,001 | $ 752 |
Corporate and Other expenses (excluding items below) | (59) | (63) | (123) | (118) |
Interest expense, net | (40) | (47) | (82) | (97) |
Depreciation and amortization | (72) | (79) | (146) | (163) |
Non-operating pension and other post-retirement employee benefit income | 2 | 2 | 3 | 5 |
Exchange (losses) gains, net | (3) | 3 | (3) | (5) |
Restructuring, asset-related, and other charges | (5) | (16) | ||
Gain on sales of assets and businesses, net | 26 | 2 | 27 | 2 |
Natural disasters and catastrophic events | (3) | (19) | ||
Transaction costs | (5) | |||
Qualified spend recovery | 13 | 27 | ||
Legal and environmental charges | (170) | (195) | (178) | (208) |
Income before income taxes | $ 231 | $ 44 | $ 510 | $ 144 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Segment Adjusted EBITDA from Segments to Consolidated Net Income (Loss) Before Income Taxes (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Gain on restructuring and related cost | $ 9 | |||
Legal charges | $ 170 | $ 195 | $ 178 | 208 |
PFOA Litigation Settlements [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Legal charges | 25 | 25 | ||
Construction of Barrier Wall and Operation of Groundwater Extraction and Treatment System [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Legal charges | $ 165 | $ 169 | $ 165 | $ 169 |