Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
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 | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 164,495,833 | |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,233 | $ 1,390 | $ 3,631 | $ 4,173 |
Cost of goods sold | 976 | 1,096 | 2,877 | 3,260 |
Gross profit | 257 | 294 | 754 | 913 |
Selling, general, and administrative expense | 112 | 130 | 347 | 423 |
Research and development expense | 22 | 20 | 67 | 61 |
Restructuring, asset-related, and other charges | 9 | 34 | 37 | 49 |
Total other operating expenses | 143 | 184 | 451 | 533 |
Equity in earnings of affiliates | 4 | 9 | 19 | 25 |
Interest expense, net | (53) | (53) | (160) | (156) |
Other (expense) income, net | (5) | 25 | (6) | 81 |
Income before income taxes | 60 | 91 | 156 | 330 |
(Benefit from) provision for income taxes | (16) | 15 | (44) | 65 |
Net income | 76 | 76 | 200 | 265 |
Net income attributable to Chemours | $ 76 | $ 76 | $ 200 | $ 265 |
Per share data | ||||
Basic earnings per share of common stock | $ 0.46 | $ 0.46 | $ 1.22 | $ 1.60 |
Diluted earnings per share of common stock | $ 0.46 | $ 0.46 | $ 1.21 | $ 1.58 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income, pre-tax | $ 60 | $ 91 | $ 156 | $ 330 |
Net Income, tax | 16 | (15) | 44 | (65) |
Net income | 76 | 76 | 200 | 265 |
Hedging activities: | ||||
Unrealized (loss) gain on net investment hedge, pre-tax | (32) | 33 | (40) | 36 |
Unrealized (loss) gain on net investment hedge, tax | 8 | (8) | 10 | (9) |
Unrealized (loss) gain on net investment hedge, after tax | (24) | 25 | (30) | 27 |
Unrealized (loss) gain on cash flow hedge, pre-tax | (2) | 5 | (4) | 7 |
Unrealized (loss) gain on cash flow hedge, tax | 0 | (1) | 1 | (1) |
Unrealized (loss) gain on cash flow hedge, after-tax | (2) | 4 | (3) | 6 |
Reclassifications to net income - cash flow hedge, pre-tax | (1) | (2) | (5) | (8) |
Reclassifications to net income - cash flow hedge, tax | 0 | 0 | 1 | 1 |
Reclassifications to net income - cash flow hedge, after-tax | (1) | (2) | (4) | (7) |
Hedging activities, net, pre-tax | (35) | 36 | (49) | 35 |
Hedging activities, net, tax | 8 | (9) | 12 | (9) |
Hedging activities, net, after-tax | (27) | 27 | (37) | 26 |
Cumulative translation adjustment, pre-tax | 59 | (68) | (19) | (45) |
Cumulative translation adjustment, tax | 0 | 0 | 0 | 0 |
Cumulative translation adjustment, after-tax | 59 | (68) | (19) | (45) |
Defined benefit plans: | ||||
Net gain (loss), pre-tax | 1 | 1 | (3) | |
Net gain (loss), tax | 0 | 0 | 0 | 0 |
Net gain (loss), after-tax | 1 | 0 | 1 | (3) |
Prior service (cost) benefit, pre-tax | (1) | (1) | 5 | |
Prior service (cost) benefit, tax | 0 | 0 | 0 | 0 |
Prior service (cost) benefit, after-tax | (1) | 0 | (1) | 5 |
Curtailment gain, pre-tax | 4 | 4 | ||
Curtailment gain, tax | (1) | 0 | (1) | 0 |
Curtailment gain, after-tax | 3 | 0 | 3 | 0 |
Effect of foreign exchange rates, pre-tax | (3) | 9 | (4) | 10 |
Effect of foreign exchange rates, tax | 0 | 0 | 0 | 0 |
Effect of foreign exchange rates, after-tax | (3) | 9 | (4) | 10 |
Amortization of actuarial loss, pre-tax | 2 | 6 | 6 | 18 |
Amortization of actuarial loss, tax | (1) | (1) | (1) | (4) |
Amortization of actuarial loss, after-tax | 1 | 5 | 5 | 14 |
Amortization of prior service gain, pre- tax | (1) | (1) | (2) | (2) |
Amortization of prior service gain, tax | 0 | 0 | 0 | 0 |
Amortization of prior service gain, after-tax | (1) | (1) | (2) | (2) |
Settlement loss, pre-tax | 1 | 3 | 1 | 4 |
Settlement loss, tax | 0 | 0 | 0 | (1) |
Settlement loss, after-tax | 1 | 3 | 1 | 3 |
Defined benefit plans, net, pre-tax | 3 | 17 | 5 | 32 |
Defined benefit plans, net, tax | (2) | (1) | (2) | (5) |
Defined benefit plans, net, after-tax | 1 | 16 | 3 | 27 |
Other comprehensive (loss) income, pre-tax | 27 | (15) | (63) | 22 |
Other comprehensive (loss) income, tax | 6 | (10) | 10 | (14) |
Other comprehensive (loss) income, after-tax | 33 | (25) | (53) | 8 |
Comprehensive income, pre-tax | 87 | 76 | 93 | 352 |
Comprehensive income, tax | 22 | (25) | 54 | (79) |
Comprehensive income, after-tax | 109 | 51 | 147 | 273 |
Comprehensive income attributable to Chemours, pre-tax | 87 | 76 | 93 | 352 |
Comprehensive income attributable to Chemours, tax | 22 | (25) | 54 | (79) |
Comprehensive income attributable to Chemours, after-tax | $ 109 | $ 51 | $ 147 | $ 273 |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 956 | $ 943 |
Accounts and notes receivable, net | 572 | 674 |
Inventories | 993 | 1,079 |
Prepaid expenses and other | 84 | 81 |
Total current assets | 2,605 | 2,777 |
Property, plant, and equipment | 9,391 | 9,413 |
Less: Accumulated depreciation | (5,973) | (5,854) |
Property, plant, and equipment, net | 3,418 | 3,559 |
Operating lease right-of-use assets | 264 | 294 |
Goodwill and other intangible assets, net | 169 | 174 |
Investments in affiliates | 182 | 162 |
Other assets | 310 | 292 |
Total assets | 6,948 | 7,258 |
Current liabilities: | ||
Accounts payable | 701 | 923 |
Short-term and current maturities of long-term debt | 32 | 134 |
Other accrued liabilities | 575 | 484 |
Total current liabilities | 1,308 | 1,541 |
Long-term debt, net | 4,063 | 4,026 |
Operating lease liabilities | 213 | 245 |
Deferred income taxes | 34 | 118 |
Other liabilities | 596 | 633 |
Total liabilities | 6,214 | 6,563 |
Commitments and contingent liabilities | ||
Equity | ||
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 189,772,210 shares issued and 164,452,975 shares outstanding at September 30, 2020; 188,893,478 shares issued and 163,574,243 shares outstanding at December 31, 2019) | 2 | 2 |
Treasury stock, at cost (25,319,235 shares at September 30, 2020 and December 31, 2019) | (1,072) | (1,072) |
Additional paid-in capital | 879 | 859 |
Retained earnings | 1,325 | 1,249 |
Accumulated other comprehensive loss | (402) | (349) |
Total Chemours stockholders’ equity | 732 | 689 |
Non-controlling interests | 2 | 6 |
Total equity | 734 | 695 |
Total liabilities and equity | $ 6,948 | $ 7,258 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 189,772,210 | 188,893,478 |
Common stock, shares outstanding (in shares) | 164,452,975 | 163,574,243 |
Treasury stock (in shares) | 25,319,235 | 25,319,235 |
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, 2018 | $ 1,020 | $ 2 | $ (750) | $ 860 | $ 1,466 | $ (564) | $ 6 |
Shares, beginning balance at Dec. 31, 2018 | 187,204,567 | 16,424,093 | |||||
Common stock issued - compensation plans | 1 | (1) | |||||
Common stock issued - compensation plans (in shares) | 1,098,346 | ||||||
Exercise of stock options, net | 8 | 8 | |||||
Exercise of stock options, net (in shares) | 508,773 | ||||||
Purchases of treasury stock, at cost | (322) | $ (322) | |||||
Purchases of treasury stock at cost (in shares) | 8,895,142 | ||||||
Stock-based compensation expense | 18 | 18 | |||||
Cancellation of unissued stock awards withheld to cover taxes | (30) | (30) | |||||
Net income | 265 | 265 | |||||
Dividends | (124) | (124) | |||||
Other comprehensive income (loss) | 8 | 8 | |||||
Total stockholders' equity, ending balance at Sep. 30, 2019 | 843 | $ 2 | $ (1,072) | 857 | 1,606 | (556) | 6 |
Shares, ending balance at Sep. 30, 2019 | 188,811,686 | 25,319,235 | |||||
Total stockholders' equity, beginning balance at Jun. 30, 2019 | 829 | $ 2 | $ (1,072) | 853 | 1,571 | (531) | 6 |
Shares, beginning balance at Jun. 30, 2019 | 188,801,201 | 25,319,235 | |||||
Common stock issued - compensation plans (in shares) | 6,807 | ||||||
Exercise of stock options, net (in shares) | 3,678 | ||||||
Stock-based compensation expense | 4 | 4 | |||||
Net income | 76 | 76 | |||||
Dividends | (41) | (41) | |||||
Other comprehensive income (loss) | (25) | (25) | |||||
Total stockholders' equity, ending balance at Sep. 30, 2019 | 843 | $ 2 | $ (1,072) | 857 | 1,606 | (556) | 6 |
Shares, ending balance at Sep. 30, 2019 | 188,811,686 | 25,319,235 | |||||
Total stockholders' equity, beginning balance at Dec. 31, 2019 | 695 | $ 2 | $ (1,072) | 859 | 1,249 | (349) | 6 |
Shares, beginning balance at Dec. 31, 2019 | 188,893,478 | 25,319,235 | |||||
Common stock issued - compensation plans | 1 | (1) | |||||
Common stock issued - compensation plans (in shares) | 222,207 | ||||||
Exercise of stock options, net | 9 | 9 | |||||
Exercise of stock options, net (in shares) | 656,525 | ||||||
Stock-based compensation expense | 12 | 12 | |||||
Cancellation of unissued stock awards withheld to cover taxes | (2) | (2) | |||||
Net income | 200 | 200 | |||||
Dividends | (123) | (123) | |||||
Dividends to non-controlling interests | (4) | (4) | |||||
Other comprehensive income (loss) | (53) | (53) | |||||
Total stockholders' equity, ending balance at Sep. 30, 2020 | 734 | $ 2 | $ (1,072) | 879 | 1,325 | (402) | 2 |
Shares, ending balance at Sep. 30, 2020 | 189,772,210 | 25,319,235 | |||||
Total stockholders' equity, beginning balance at Jun. 30, 2020 | 659 | $ 2 | $ (1,072) | 872 | 1,290 | (435) | 2 |
Shares, beginning balance at Jun. 30, 2020 | 189,551,590 | 25,319,235 | |||||
Common stock issued - compensation plans (in shares) | 2,578 | ||||||
Exercise of stock options, net | 4 | 4 | |||||
Exercise of stock options, net (in shares) | 218,042 | ||||||
Stock-based compensation expense | 3 | 3 | |||||
Net income | 76 | 76 | |||||
Dividends | (41) | (41) | |||||
Other comprehensive income (loss) | 33 | 33 | |||||
Total stockholders' equity, ending balance at Sep. 30, 2020 | $ 734 | $ 2 | $ (1,072) | $ 879 | $ 1,325 | $ (402) | $ 2 |
Shares, ending balance at Sep. 30, 2020 | 189,772,210 | 25,319,235 |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Dividends per share declared during period | $ 0.25 | $ 0.25 | $ 0.75 | $ 0.75 |
Interim Consolidated Statemen_5
Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income | $ 200 | $ 265 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||
Depreciation and amortization | 240 | 232 |
Gain on sales of assets and businesses | 0 | (11) |
Equity in earnings of affiliates, net | (16) | (24) |
Amortization of debt issuance costs and issue discounts | 7 | 7 |
Deferred tax benefit | (105) | (17) |
Asset-related charges | 16 | 12 |
Stock-based compensation expense | 12 | 18 |
Net periodic pension cost | 9 | 4 |
Defined benefit plan contributions | (17) | (15) |
Other operating charges and credits, net | (11) | (2) |
Decrease (increase) in operating assets: | ||
Accounts and notes receivable, net | 97 | 32 |
Inventories and other operating assets | 111 | (46) |
(Decrease) increase in operating liabilities: | ||
Accounts payable and other operating liabilities | (89) | (205) |
Cash provided by operating activities | 454 | 250 |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment | (214) | (385) |
Acquisition of business, net | (10) | (10) |
Proceeds from sales of assets and businesses, net | 0 | 7 |
Proceeds from life insurance policies | 0 | 1 |
Foreign exchange contract settlements, net | 14 | 0 |
Cash used for investing activities | (210) | (387) |
Cash flows from financing activities | ||
Proceeds from accounts receivable securitization facility | 12 | 125 |
Proceeds from revolving loan | 300 | 150 |
Repayments on revolving loan | (300) | (150) |
Debt repayments | (140) | (15) |
Payments on finance leases | (4) | (2) |
Purchases of treasury stock, at cost | 0 | (322) |
Proceeds from exercised stock options, net | 9 | 8 |
Payments related to tax withholdings on vested stock awards | (2) | (30) |
Payments of dividends to the Company's common shareholders | (123) | (124) |
Distributions to non-controlling interest shareholders | (4) | 0 |
Cash used for financing activities | (252) | (360) |
Effect of exchange rate changes on cash and cash equivalents | 21 | (10) |
Increase (decrease) in cash and cash equivalents | 13 | (507) |
Cash and cash equivalents at January 1, | 943 | 1,201 |
Cash and cash equivalents at September 30, | 956 | 694 |
Non-cash investing and financing activities: | ||
Changes in property, plant, and equipment included in accounts payable | 25 | 68 |
Obligations incurred under build-to-suit lease arrangement | 0 | 35 |
Non-cash financing arrangements | 15 | 11 |
Deferred payments related to acquisition of business | $ 0 | $ 15 |
Background, Description of the
Background, Description of the Business, and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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 plastics and coatings, refrigeration and air conditioning, general industrial, electronics, mining, and oil refining. The Company’s principal products include refrigerants, industrial fluoropolymer resins, sodium cyanide, performance chemicals and intermediates, and titanium dioxide (“TiO 2 2 Chemours separated from E. I. du Pont de Nemours and Company (“DuPont”) on July 1, 2015 (the “Separation”). On August 31, 2017, DuPont completed a merger with The Dow Chemical Company (“Dow”). Following their merger, DuPont and Dow engaged in a series of reorganization steps and, in 2019, separated into three publicly-traded companies named Dow Inc., DuPont de Nemours, Inc., and Corteva, Inc. (“Corteva”). 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 to “DuPont” refer to E. I. du Pont de Nemours and Company, which is now a subsidiary of Corteva. 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. Considerations related to the current novel coronavirus disease (“COVID-19”) In December 2019, an outbreak of illness caused by COVID-19 was identified in Wuhan, China, and the virus has since continued to spread globally. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. Since the initial stages of the pandemic, certain economies in regions throughout the world have started to reopen; however, certain of these regions have also seen further spread and even resurgences in the number of positively identified infections. Particularly in the Americas and Europe, infections have continued to spread, leading to health-related concerns in regions where the Company has several key manufacturing facilities. In an attempt to minimize the transmission of COVID-19, significant social and economic restrictions have been imposed throughout the U.S. and abroad, including travel bans, quarantines, restrictions on public gatherings, shelter-in-place orders, and/or safer-at-home orders. These restrictions, while necessary and important for public health, have negative business-related implications for the Company and the U.S. and global economies. In consideration of the Company’s global customer base, the rates at which economies across the globe recover or worsen may drive varying levels of end-market demand for the various performance chemicals provided by the Company’s three segments. In turn, the magnitude and duration of the COVID-19 pandemic create significant uncertainties for the Company’s customer demand and financial results and, during the quarter ended September 30, 2020, have caused adverse impacts on the Company’s results of operations. In response to the macroeconomic uncertainties driven by COVID-19, beginning in the second quarter of 2020, management decided to take certain precautionary measures. On April 8, 2020, the Company drew $300 from its revolving credit facility, which was subsequently repaid during the third quarter of 2020 based on the Company’s liquidity position. Management also elected to accept tax relief provided by various taxing jurisdictions, resulting in the deferral of approximately $80 in tax payments, which are largely expected to be made in the first quarter of 2021. From a cost savings perspective, management implemented a range of actions aimed at reducing costs, inclusive of reducing all discretionary spend, freezing non-critical hiring, delaying external spend wherever possible, reducing structural plant fixed costs, and temporarily reducing base salaries where legally permissible. The temporary base salary reductions were discontinued in September 2020. continues to expect that available cash, cash from operations, and existing debt financing arrangements will provide the Company with sufficient liquidity through at least November 2021. In the preparation of these financial statements and related disclosures, management has assessed the impact of COVID-19 on its results, estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As the COVID-19 situation is unprecedented and ever evolving, future events and effects related to the illness cannot be determined with precision, and actual results could significantly differ from estimates or forecasts. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements Accounting Guidance Issued and Not Yet Adopted Simplifying the Accounting for Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Adopted Accounting Guidance Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”). The amendments in this update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash, which, for the Company, primarily consists of accounts and notes receivable, net. ASU No. 2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The Company adopted ASU No. 2016-13 on January 1, 2020 using the modified retrospective transition method, the effect of which was not material to its financial position, results of operations, and cash flows. Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the 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 is currently evaluating the impacts this standard will have on its accounting for contracts and hedging relationships. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 3. Acquisitions and Divestitures Acquisition of Southern Ionics Minerals, LLC In August 2019, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Membership Interest Purchase Agreement to acquire all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida. The aggregate purchase price of $25 included an upfront payment of $10, an additional installment payment of $10, and contingent considerations with an estimated fair value of $5. The additional installment payment of $10 was made during the third quarter of 2020. The Company’s consolidated financial statements include SIM’s results of operations from August 1, 2019, the date of acquisition. Net sales and net income (loss) attributable to Chemours contributed by SIM during this period were not material to the Company’s or its Titanium Technologies segment’s results of operations. |
Net Sales
Net Sales | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net sales by geographic region (1) North America: Fluoroproducts $ 233 $ 260 $ 727 $ 851 Chemical Solutions 52 87 158 246 Titanium Technologies 203 178 571 550 Total North America 488 525 1,456 1,647 Asia Pacific: Fluoroproducts 142 173 428 511 Chemical Solutions 4 16 17 47 Titanium Technologies 185 225 539 587 Total Asia Pacific 331 414 984 1,145 Europe, the Middle East, and Africa: Fluoroproducts 117 151 387 515 Chemical Solutions 6 6 17 15 Titanium Technologies 135 122 382 358 Total Europe, the Middle East, and Africa 258 279 786 888 Latin America (2): Fluoroproducts 41 52 115 157 Chemical Solutions 26 31 71 96 Titanium Technologies 89 89 219 240 Total Latin America 156 172 405 493 Total net sales $ 1,233 $ 1,390 $ 3,631 $ 4,173 Net sales by segment and product group Fluoroproducts: Fluorochemicals $ 293 $ 304 $ 832 $ 1,028 Fluoropolymers 240 332 825 1,006 Chemical Solutions: Mining solutions 53 70 150 200 Performance chemicals and intermediates 35 70 113 204 Titanium Technologies: Titanium dioxide and other minerals 612 614 1,711 1,735 Total net sales $ 1,233 $ 1,390 $ 3,631 $ 4,173 (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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Accounts receivable - trade, net (1) $ 523 $ 602 Deferred revenue 14 15 Customer rebates 60 72 (1) Accounts receivable - trade, net includes trade notes receivable of $1 and less than $1 and is net of allowances for doubtful accounts of $6 and 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 nine months ended September 30, 2020 were not significant. For the three and nine months ended September 30, 2020, the amount of net sales recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not significant. Contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts were not significant as of September 30, 2020 or December 31, 2019. 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 September 30, 2020, Chemours had $47 of remaining performance obligations. The Company expects to recognize approximately 47% of its remaining performance obligations as revenue in 2020, an approximate additional 28% in 2021, and the balance thereafter. 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 September 30, 2020 are also excluded. |
Restructuring, Asset-Related, a
Restructuring, Asset-Related, and Other Charges | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restructuring and other charges: Employee separation charges $ 3 $ 17 $ 18 $ 15 Decommissioning and other charges 1 5 3 22 Total restructuring and other charges 4 22 21 37 Asset-related charges 5 12 16 12 Total restructuring, asset-related, and other charges $ 9 $ 34 $ 37 $ 49 The following table sets forth the impacts of the Company’s restructuring programs to segment earnings for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restructuring and other charges: Plant and product line closures: Chemical Solutions $ 1 $ — $ 4 $ — Corporate and Other — 5 1 18 Total plant and product line closures 1 5 5 18 2017 Restructuring Program: Fluoroproducts — 1 — 2 Titanium Technologies — — — 1 Corporate and Other — — (1 ) — Total 2017 Restructuring Program — 1 (1 ) 3 2018 Restructuring Program: Corporate and Other — (1 ) — (1 ) Total 2018 Restructuring Program — (1 ) — (1 ) 2019 Restructuring Program: Fluoroproducts — 7 3 7 Chemical Solutions — 2 — 2 Titanium Technologies — 5 — 5 Corporate and Other — 3 — 3 Total 2019 Restructuring Program — 17 3 17 2020 Restructuring Program: Fluoroproducts 1 — 4 — Chemical Solutions — — 1 — Titanium Technologies — — 3 — Corporate and Other 2 — 6 — Total 2020 Restructuring Program 3 — 14 — Total restructuring and other charges 4 22 21 37 Asset-related charges: Fluoroproducts 5 — 5 — Chemical Solutions — 12 7 12 Corporate and Other — — 4 — Total asset-related charges 5 12 16 12 Total restructuring, asset-related, and other charges $ 9 $ 34 $ 37 $ 49 Plant and Product Line Closures and Asset-related Charges In the fourth quarter of 2015, the Company announced its completion of the strategic review of its Reactive Metals Solutions business and the decision to stop production at its Niagara Falls, New York manufacturing plant. The Company recorded additional decommissioning and dismantling-related charges of $1 and $2 for the three and nine months ended September 30, 2020, respectively, and less than $1 and $1 for the three and nine months ended September 30, 2019, respectively. The Company expects to incur and spend approximately $4 related to additional restructuring charges for similar activities through 2021, all of which relate to Chemical Solutions. As of September 30, 2020, the Company has incurred, in the aggregate, $40 in restructuring charges related to these activities, excluding asset-related charges. In the first quarter of 2018, the Company began a project to demolish and remove several dormant, unused buildings at its Chambers Works site in Deepwater, New Jersey, which were assigned to Chemours in connection with its Separation from DuPont and never used in Chemours’ operations. The Company recorded additional decommissioning and dismantling-related charges of $1 for the nine months ended September 30, 2020, and $4 and $18 for the three and nine months ended September 30, 2019, respectively. As of September 30, 2020, the Company has incurred, in the aggregate, $28 in restructuring charges related to these activities, all of which relate to Corporate and Other. The Company does not currently expect to incur additional charges related to these activities at its Chambers Works site through the end of 2021, and any remaining future charges and cash outflows associated with these activities are not expected to be material. In the third quarter of 2019, in an effort to improve the profitability of the Company’s Chemical Solutions segment, the Company announced plans to exit its Methylamines and Methylamides business at its Belle, West Virginia manufacturing plant, which culminated in the completed exit and sale of the business in the fourth quarter of 2019. For the three and nine months ended September 30, 2019, the Company recorded accelerated depreciation of $12. Through the fourth quarter of 2019, the Company incurred, in the aggregate, $34 in restructuring charges related to these activities, all of which relate to Chemical Solutions. In the second quarter of 2020, the Company completed a business review of its Aniline business. It was determined that the Aniline business is not core to the Company’s future strategy, and the decision was made to stop production at the Pascagoula, Mississippi manufacturing plant The associated severance payments will also be made in 2021. In the third quarter of 2020, in connection with various property, plant, and equipment and other asset impairments, the Company recorded asset-related charges of $5, all of which relate to Fluoroproducts. 2017 Restructuring Program In 2017, the Company announced certain restructuring activities designed to further the cost savings and productivity improvements outlined under management’s transformation plan. These activities include, among other efforts: (i) outsourcing and further centralizing certain business process activities; (ii) consolidating existing, outsourced third-party information technology (“IT”) providers; and, (iii) implementing various upgrades to the Company’s current IT infrastructure. In connection with these corporate function efforts, the Company recorded $1 and $3 in restructuring-related charges for the three and nine months ended September 30, 2019, respectively. In 2017, the Company also announced a voluntary separation program (“VSP”) for certain eligible U.S. employees in an effort to better manage the anticipated future changes to its workforce. Employees who volunteered for and were accepted under the VSP received certain financial incentives above the Company’s customary involuntary termination benefits to end their employment with Chemours after providing a mutually agreed-upon service period. Approximately 300 employees separated from the Company through the end of 2018. An accrual representing the majority of these termination benefits, amounting to $18, was recognized in the fourth quarter of 2017. The remaining $9 of incremental, one-time financial incentives under the VSP were recognized over the period that each participating employee continued to provide service to Chemours. The Company recorded charges for its 2017 Restructuring Program of $1 and $3 for the three and nine months ended September 30, 2019, respectively. The cumulative amount incurred, in the aggregate, for the Company’s 2017 Restructuring Program amounted to $61 at September 30, 2020. The Company has substantially completed all actions related to this program. 2018 Restructuring Program In the fourth quarter of 2018, management initiated a restructuring program of the Company’s corporate functions and recorded the related estimated severance costs of $5. The Company has substantially completed all actions related to this program. 2019 Restructuring Program In the third quarter of 2019, management initiated a severance program of the Company’s corporate functions and businesses, and the majority of employees separated from the Company during the fourth quarter of 2019. As of September 30, 2020, the cumulative amount incurred, in the aggregate, for the Company’s 2019 Restructuring Program amounted to $25, the majority of which was incurred in the third and fourth quarters of 2019. The Company has completed incurring severance costs for this program. At September 30, 2020 and December 31, 2019, $2 and $14 remained as an employee separation-related liability, respectively, and the remaining severance payments are expected to be made by the end of 2021. 2020 Restructuring Program In the first quarter of 2020, management initiated the first phase of a severance program that was largely attributable to further aligning the cost structure of the Company’s businesses and corporate functions with its strategic and financial objectives. A second phase of this program was initiated in the third quarter of 2020. As of September 30, 2020, the cumulative amount incurred, in the aggregate, for the Company’s 2020 Restructuring Program amounted to $14. The Company has largely completed incurring severance costs for this program. At September 30, 2020, $7 remained as an employee separation-related liability, and the remaining severance payments are expected to be made by the end of 2021. The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the nine months ended September 30, 2020. Chemical Solutions Site Closures 2017 Restructuring Program 2019 Restructuring Program 2020 Restructuring Program Total Balance at December 31, 2019 $ — $ 1 $ 14 $ — $ 15 Charges (credits) to income 2 (1 ) 3 14 18 Payments — — (15 ) (7 ) (22 ) Balance at September 30, 2020 $ 2 $ — $ 2 $ 7 $ 11 At September 30, 2020, 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Leasing, contract services, and miscellaneous income (1) $ 2 $ 6 $ 11 $ 47 Royalty income (2) 1 6 9 16 Gain on sales of assets and businesses (3) — 9 — 11 Exchange (losses) gains, net (4) (9 ) 5 (28 ) 2 Non-operating pension and other post-retirement employee benefit income (cost) (5) 1 (1 ) 2 5 Total other (expense) income, net $ (5 ) $ 25 $ (6 ) $ 81 (1) Leasing, contract services, and miscellaneous income includes European Union fluorinated greenhouse gas quota authorization sales of $1 and $3 for the three and nine months ended September 30, 2020, respectively, and $2 and $38 for the three and nine months ended September 30, 2019, respectively. (2) Royalty income for the periods ended September 30, 2020 and 2019 is primarily from technology licensing. (3) Gain on sales of assets and businesses for the three and nine months ended September 30, 2019 includes a non-cash gain of $9 recognized in connection with the Company’s sale of its Repauno, New Jersey site. (4) Exchange (losses) gains, net includes gains and losses on the Company’s foreign currency forward contracts that have not been designated as a cash flow hedge. (5) Non-operating pension and other post-retirement employee benefit income (cost) represents the components of net periodic pension income (cost), excluding the service cost component. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes During the first quarter of 2020, the Company recorded a one-time tax benefit of $18, which was related to the United States Internal Revenue Service acceptance of a non-automatic accounting method change that allows for the recovery of tax basis for depreciation, which had been previously disallowed. The balance sheet impact of this adjustment is reflected as a deferred tax asset on the consolidated balance sheet. During the third quarter of 2020, the Company recorded an income tax benefit of $11, net, which was related to the filing of its 2019 U.S. federal income tax return. The tax return included the favorable impacts of certain elections and accounting method changes, which were not reflected in the Company’s benefit from income taxes for the year ended December 31, 2019 as they were not yet able to be quantified. In the United States, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed on March 27, 2020. This legislative relief, as well as other government relief programs, include measures that could impact direct and indirect tax provisions. Management has analyzed the relief in jurisdictions in which the Company operates, and the applicable impacts, which are not material to the Company’s benefit from income taxes for the three and nine months ended September 30, 2020. During the third quarter of 2020, the U.S. Treasury Department released final and proposed regulations which impact U.S. business interest expense limitations, foreign income inclusion, and foreign tax credits. These regulations will be effective for tax years 2020 or 2021 forward, with the option of applying to tax years 2018 – 2020. The Company has assessed the impact of these regulations, the effect of which is not material to any of its historical or current tax positions. |
Earnings Per Share of Common St
Earnings Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share of Common Stock | Note 8. Earnings Per Share of Common Stock The following table sets forth the reconciliations of the numerators and denominators for the Company’s basic and diluted earnings per share (“EPS”) calculations for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net income attributable to Chemours $ 76 $ 76 $ 200 $ 265 Denominator: Weighted-average number of common shares outstanding - basic 164,762,621 163,815,483 164,556,139 165,254,084 Dilutive effect of the Company’s employee compensation plans 1,851,050 1,325,380 1,209,143 2,780,874 Weighted-average number of common shares outstanding - diluted 166,613,671 165,140,863 165,765,282 168,034,958 Basic earnings per share of common stock $ 0.46 $ 0.46 $ 1.22 $ 1.60 Diluted earnings per share of common stock 0.46 0.46 1.21 1.58 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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Average number of stock options 1,676,765 3,195,601 4,607,057 1,893,011 |
Accounts and Notes Receivable,
Accounts and Notes Receivable, Net | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts and Notes Receivable, Net | Note 9. Accounts and Notes Receivable, Net The following table sets forth the components of the Company’s accounts and notes receivable, net at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Accounts receivable - trade, net (1,2) $ 523 $ 602 VAT, GST, and other taxes (3) 43 59 Other receivables (4) 6 13 Total accounts and notes receivable, net $ 572 $ 674 (1) Accounts receivable - trade, net includes trade notes receivable of $1 and less than $1 and is net of allowances for doubtful accounts of $6 and $5 at September 30, 2020 and December 31, 2019, respectively. Such allowances are equal to the estimated uncollectible amounts. (2) On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , the effect of which was not material to its accounts receivable - trade or its allowance for doubtful accounts. See “Note 2 – Recent Accounting Pronouncements” for further details. (3) Value added tax (“VAT”) and goods and services tax (“GST”) for various jurisdictions. (4) Other receivables consist of derivative instruments, advances, and other deposits. Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to $2 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Net [Abstract] | |
Inventories | Note 10. Inventories The following table sets forth the components of the Company’s inventories at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Finished products $ 625 $ 589 Semi-finished products 175 189 Raw materials, stores, and supplies 462 559 Inventories before LIFO adjustment 1,262 1,337 Less: Adjustment of inventories to LIFO basis (269 ) (258 ) Total inventories $ 993 $ 1,079 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 $639 and $674 (or 51% and 50%, respectively) of inventories before the LIFO adjustments at September 30, 2020 and December 31, 2019, 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 | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Note 11. Property, Plant, and Equipment, Net The following table sets forth the components of the Company’s property, plant, and equipment, net at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Equipment $ 7,678 $ 7,600 Buildings 1,155 1,174 Construction-in-progress 415 493 Land 107 110 Mineral rights 36 36 Property, plant, and equipment 9,391 9,413 Less: Accumulated depreciation (5,973 ) (5,854 ) Total property, plant, and equipment, net $ 3,418 $ 3,559 Property, plant, and equipment, net included gross assets under finance leases of $75 and $68 at September 30, 2020 and December 31, 2019, respectively. Depreciation expense amounted to $77 and $234 for the three and nine months ended September 30, 2020, respectively, and $76 and $226 for the three and nine months ended September 30, 2019, respectively. |
Investments in Affiliates
Investments in Affiliates | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Affiliates | Note 12. 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 $ 21 equity 38 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | Note 1 3 . Other Assets The following table sets forth the components of the Company’s other assets at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Capitalized repair and maintenance costs $ 123 $ 148 Pension assets (1) 73 59 Deferred income taxes 66 40 Miscellaneous 48 45 Total other assets $ 310 $ 292 (1) Pension assets represents the funded status of certain of the Company's long-term employee benefit plans. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Other Accrued Liabilities | Note 14. Other Accrued Liabilities The following table sets forth the components of the Company’s other accrued liabilities at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Compensation and other employee-related costs $ 71 $ 52 Employee separation costs (1) 11 15 Accrued litigation (2) 8 10 Environmental remediation (2) 97 74 Asset retirement obligations (3) 13 7 Income taxes 98 65 Customer rebates 60 72 Deferred revenue 9 7 Accrued interest 61 21 Operating lease liabilities 67 66 Miscellaneous (4) 80 95 Total other accrued liabilities $ 575 $ 484 (1) Represents the current portion of accrued employee separation costs related to the Company’s restructuring activities, which are discussed further in “Note 5 – Restructuring, Asset-related, and Other Charges”. (2) Represents the current portions of accrued litigation and environmental remediation, which are discussed further in “Note 17 – Commitments and Contingent Liabilities”. (3) Represents the current portion of asset retirement obligations, which are discussed further in “Note 16 – Other Liabilities”. (4) Miscellaneous primarily includes accrued utility expenses, property taxes, an accrued indemnification liability, derivative instruments, and other miscellaneous expenses. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 15. Debt The following table sets forth the components of the Company’s debt at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 878 $ 884 Tranche B-2 euro term loan due April 2025 (€341 at September 30, 2020 and €344 at December 31, 2019) 397 383 Senior unsecured notes: 6.625% due May 2023 908 908 7.000% due May 2025 750 750 4.000% due May 2026 (€450 at September 30, 2020 and December 31, 2019) 524 501 5.375% due May 2027 500 500 Securitization Facility — 110 Finance lease liabilities 63 59 Financing obligation (1) 94 95 Other 13 6 Total debt 4,127 4,196 Less: Unamortized issue discounts (7 ) (8 ) Less: Unamortized debt issuance costs (25 ) (28 ) Less: Short-term and current maturities of long-term debt (32 ) (134 ) Total long-term debt, net $ 4,063 $ 4,026 (1) At September 30, 2020 and December 31, 2019, financing obligation includes $94 and $95, respectively, in connection with the financed portion of the Company’s research and development facility on 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 seven-year five-year Accounts Receivable Securitization Facility On March 9, 2020, the Company, through a wholly-owned special purpose entity (“SPE”), entered into an amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under its accounts receivable securitization facility (“Securitization Facility”). The Amended Purchase Agreement amends and restates, in its entirety, the receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”). The Amended Purchase Agreement, among other things, extends the term of the Original Purchase Agreement such that the SPE may sell certain receivables and request investments and letters of credit until the earlier of March 5, 2021 or a termination event, and contains customary representations and warranties, as well as affirmative and negative covenants. Pursuant to the Original Purchase Agreement, certain of the Company’s subsidiaries sold their accounts receivable to the SPE. In turn, the SPE transferred undivided ownership interests in such receivables to the bank in exchange for cash. However, as the SPE maintained effective control over the accounts receivable under the Original Purchase Agreement, the transfers of the ownership interests to the bank did not meet the criteria to account for the transfers as true sales. As a result, the Company accounted for the transfers as collateralized borrowings. Pursuant to the Amended Purchase Agreement, the Company no longer maintains effective control over the transferred receivables, and therefore accounts for these transfers as sales of receivables. As a result, on March 9, 2020, the Company repurchased the then-outstanding receivables under the Securitization Facility through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 for the three months ended March 31, 2020, and sold $125 of its receivables to the bank. These sales were transacted at 100% of the face value of the relevant receivables, resulting in derecognition of the receivables from the Company’s consolidated balance sheets. 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 $125, which is the aggregate purchase limit. For the three and nine months ended September 30, 2020, the Company received $289 and $646, respectively, of cash collections on receivables sold under the Amended Purchase Agreement, following which it sold and derecognized $292 and $646, 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 $70 at September 30, 2020. During the three and nine months ended September 30, 2020, the Company incurred less than $1 and $1, respectively, of servicing and other fees associated with the Securitization Facility. 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. Other During the third quarter of 2020, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company’s annual insurance premiums for $15. During the three months ended September 30, 2020, the Company made payments of $2, and the remaining $13 is to be paid within the next twelve months. During the third quarter of 2019, the Company entered into a similar financing arrangement for $11, of which $6 remained outstanding at December 31, 2019. The Company repaid all remaining borrowings under its 2019 financing arrangement by June 30, 2020. Maturities The Company has required quarterly principal payments related to its senior secured term loans equivalent to 1.00% per annum through December 2024, with the balance due at maturity. Also, following the end of each fiscal year commencing on the year ended December 31, 2019, on an annual basis, the Company is required to make additional principal payments depending on leverage levels, as defined in the Credit Agreement. The Company is not required to make additional principal payments in 2020. The following table sets forth the Company’s contractual senior debt principal maturities for the next five years and thereafter. Remainder of 2020 $ 3 2021 13 2022 13 2023 921 2024 13 Thereafter 2,994 Total principal maturities on debt $ 3,957 The Company’s senior secured terms loans due April 2025 May 2023 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. The carrying value of borrowings under the Securitization Facility approximate fair value based on the facility’s short-term nature and maturity. September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 878 $ 850 $ 884 $ 865 Tranche B-2 euro term loan due April 2025 (€341 at September 30, 2020 and €344 at December 31, 2019) 397 385 383 378 Senior unsecured notes: 6.625% due May 2023 908 921 908 917 7.000% due May 2025 750 761 750 755 4.000% due May 2026 (€450 at September 30, 2020 and December 31, 2019) 524 503 501 455 5.375% due May 2027 500 499 500 450 Securitization Facility — — 110 110 Total senior debt 3,957 $ 3,919 4,036 $ 3,930 Less: Unamortized issue discounts (7 ) (8 ) Less: Unamortized debt issuance costs (25 ) (28 ) Total senior debt, net $ 3,925 $ 4,000 |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 16. Other Liabilities The following table sets forth the components of the Company’s other liabilities at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Employee-related costs (1) $ 107 $ 113 Accrued litigation (2) 51 50 Environmental remediation (2) 301 332 Asset retirement obligations (3) 59 69 Deferred revenue 5 8 Miscellaneous (4) 73 61 Total other liabilities $ 596 $ 633 (1) Employee-related costs primarily represents liabilities associated with the Company’s long-term employee benefit plans. (2) Represents the long-term portions of accrued litigation and environmental remediation, which are discussed further in “Note 17 – Commitments and Contingent Liabilities”. (3) Represents the long-term portion of asset retirement obligations, which totaled $72 and $76 when combined with the current portion at September 30, 2020 and December 31, 2019, respectively, as disclosed in “Note 14 – Other Accrued Liabilities”. The nine months ended September 30, 2020 are inclusive of $15 of liabilities incurred during the period, as well as $20 of reduction in estimated cash outflows. Liabilities settled in the current period and accretion expense are not material. (4) Miscellaneous primarily includes an accrued indemnification liability of $40 and $41 at September 30, 2020 and December 31, 2019, respectively. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 17. Commitments and Contingent Liabilities Litigation Overview In addition to the matters discussed below, 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 DuPont prior to the Separation, is subject to or required under the Separation-related agreements executed prior to the Separation to indemnify DuPont against various pending legal proceedings. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or 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. Additional disputes between Chemours and DuPont may also arise with respect to indemnification matters, including disputes based on matters of law or contract interpretation. If and to the extent these 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. Legal costs such as outside counsel fees and expenses are recognized in the period in which the expense was incurred. Management believes the Company’s litigation accruals are appropriate based on the facts and circumstances for each matter, which are discussed in further detail below. The following table sets forth the components of the Company’s accrued litigation at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Asbestos $ 34 $ 34 PFOA 21 20 All other matters 4 6 Total accrued litigation $ 59 $ 60 The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at September 30, 2020 and December 31, 2019. Balance Sheet Location September 30, 2020 December 31, 2019 Accrued Litigation: Current accrued litigation Other accrued liabilities (Note 14) $ 8 $ 10 Long-term accrued litigation Other liabilities (Note 16) 51 50 Total accrued litigation $ 59 $ 60 Fayetteville Works, Fayetteville, North Carolina For information regarding the Company’s ongoing litigation and environmental remediation matters at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”), refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview” within this “Note 17 – Commitments and Contingent Liabilities”. Asbestos In the Separation, DuPont assigned its asbestos docket to Chemours. At September 30, 2020 and December 31, 2019, there were approximately 1,100 lawsuits pending against DuPont alleging personal injury from exposure to asbestos. 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 DuPont employees or household members of contractors or DuPont employees. Finally, certain lawsuits allege personal injury as a result of exposure to DuPont products. At September 30, 2020 and December 31, 2019, Chemours had an accrual of $34 related to these matters. Benzene In the Separation, DuPont assigned its benzene docket to Chemours. At September 30, 2020 and December 31, 2019, there were 18 and 16 cases pending against DuPont 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 DuPont 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 DuPont 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. PFOA Chemours does not, and has never, used “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) as a polymer processing aid and/or sold it as a commercial product. Prior to the Separation, the performance chemicals segment of DuPont made PFOA at 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 September 30, 2020 and December 31, 2019, Chemours maintained accruals of $21 and $20, respectively, related to PFOA matters under the Leach Settlement, DuPont’s obligations under agreements with the U.S. Environmental Protection Agency (“EPA”), and voluntary commitments to the New Jersey Department of Environmental Protection (“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 state or the national health advisory. The Company will continue to work with the EPA and other authorities regarding the extent of work that may be required with respect to these matters. Leach Settlement In 2004, DuPont 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, DuPont 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. As of September 30, 2020, approximately $1.7 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, DuPont 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 $21 and $20 was accrued for these matters at September 30, 2020 and December 31, 2019, respectively. PFOA Leach Class Personal Injury Further, under the Leach settlement, class members may pursue personal injury claims against DuPont 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 DuPont 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 (“MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by DuPont. Concurrently with the MDL Settlement, DuPont and Chemours agreed to a limited sharing of potential future PFOA costs (indemnifiable losses, as defined in the Separation agreement between DuPont and Chemours) for a period of five years. During that five-year period, Chemours will annually pay future PFOA costs up to $25 and, if such amount is exceeded, DuPont will pay any excess amount up to the next $25 (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess costs under the terms of the Separation agreement. After the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Separation agreement will continue unchanged. Chemours has also agreed that it will not contest its indemnification obligations to DuPont under the Separation agreement for PFOA costs on the basis of defenses generally applicable to the indemnification provisions under the Separation agreement, including defenses relating to punitive damages, fines or penalties, or attorneys’ fees, and waives any such defenses with respect to PFOA costs. Chemours has, however, retained other defenses, including as to whether any particular PFOA claim is within the scope of the indemnification provisions of the Separation agreement. While all MDL lawsuits were dismissed or resolved through the MDL Settlement, the 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. Since the resolution of the MDL, approximately 82 personal injury cases have been filed and are pending in West Virginia or Ohio courts alleging status as a Leach class member. These cases are consolidated before the MDL court. A six-plaintiff trial involving kidney cancer matters previously set for June 2020 has been delayed due to COVID-19. In March 2020, a two-plaintiff trial before the MDL court resulted in: a mistrial in a kidney cancer case when the jury could not reach a verdict, and an award of $40 in compensatory and emotional distress damages and $10 in loss of consortium damages in a testicular cancer case. The jury found that DuPont’s conduct did not warrant punitive damages. The Company will appeal 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 DuPont 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 DuPont 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 perfluorinated and polyfluorinated compounds (“PFAS”), including PFOA. Many actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined DuPont’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. We are 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. We are also unable to develop a reasonable estimate of a possible loss or range of losses, if any. Aqueous Film Forming Foam Matters Chemours does not, and has never, manufactured aqueous film forming foam (“AFFF”). DuPont and Chemours have been named in approximately 800 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. 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 DuPont and/or Chemours as a defendant are: Valero Refining (“Valero”) has six 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 September 2019, a lawsuit alleging personal injury resulting from exposure to AFFF in Long Island drinking water was filed by four individuals in New York state court. 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, and North Carolina have filed lawsuits against defendants, including DuPont 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 to natural resources. The lawsuits include counts for fraudulent transfer. Other PFAS Matters DuPont has also been named in approximately 50 lawsuits pending in New York courts, 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, and seeking medical monitoring, compensatory, and punitive damages against current and former owners and suppliers of a manufacturing facility in Hoosick Falls, New York. Two other lawsuits in New York have been filed by a business seeking to recover its losses and by nearby property owners and residents in a putative class action seeking medical monitoring, compensatory and punitive damages, and injunctive relief. In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama filed suit against numerous carpet manufacturers located in Dalton, Georgia and suppliers and former suppliers, including DuPont, in Alabama state court. The complaint alleges negligence, nuisance, and trespass in the release of PFAS, including PFOA, into a river leading to the town’s water source, and seeks compensatory and punitive damages. In February 2018, the New Jersey-American Water Company, Inc. (“NJAW”) filed suit against DuPont and Chemours in New Jersey federal court alleging that discharges in violation of the New Jersey Spill Compensation and Control Act (“Spill Act”) were made into groundwater utilized in the NJAW Penns Grove water system. NJAW alleges that damages include costs associated with remediating, operating, and maintaining its system, and attorney fees. In October 2020, this matter was transferred to the AFFF MDL. In October 2018, a putative class action was filed in Ohio federal court against 3M, DuPont, Chemours, and other defendants 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 December 2018, the owners of a dairy farm filed a lawsuit in Maine state court against numerous defendants including DuPont and Chemours alleging that their dairy farm was contaminated by PFAS, including perfluorooctanesulfonic acid (“PFOS”) and PFOA present in treated municipal sewer sludge used in agricultural spreading applications on their farm. The complaint asserts negligence, trespass, and other tort and state statutory claims and seeks damages. In May 2019, a putative class action was filed in Delaware state court against two electroplating companies, 3M and DuPont, 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. The matter was removed to federal court. Since August 2019, eight Long Island water suppliers have filed lawsuits in New York federal court against defendants including DuPont and Chemours regarding alleged PFAS, PFOA, and PFOS contamination through releases from industrial and manufacturing facilities and business locations where PFAS-contaminated water was used for irrigation and Since November 2019, two lawsuits representing approximately 35 residents have been filed against DuPont, Chemours, and other defendants alleging that they are responsible for PFAS contamination, including PFOA and PFOS, in groundwater and drinking water. Plaintiffs have claims including medical monitoring, property value diminution, trespass, and punitive damages. The lawsuits are pending in New Jersey federal court. In November 2019, the City of Rome, Georgia filed suit against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence, nuisance, and trespass in the release of perfluorinated compounds, including PFOA, into a river leading to the town’s water source. City of Rome alleges damages to property and lost profits, and expenses for abatement and remediation and punitive damages. In December 2019, a putative class action was filed in Georgia state court on behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence and nuisance and related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources. The matter was removed to federal court. Damages sought include compensatory damages for increased water surcharges, as well as punitive damages and injunctive relief for abatement and remediation. In May 2020, the Weirton Area Water Board and City of Weirton, West Virginia, filed a lawsuit in West Virginia state court against defendants , including DuPont and Chemours , alleging PFAS, PFOA and PFOS contamination through releases from the manufacture, sale , and use of PFAS and from facilities owned by AccelorMittal . Damages sought include declaratory relief, economic damages, indemnification, expenses, remediation , and punitive damages. The matter has been removed to federal court. In July and August 2020, lawsuits were filed in New Jersey federal court by parents of two adult children alleging that exposure to PFAS, including pre-natal exposure, resulted in the children’s cognitive delays, neurological, genetic, and autoimmune conditions. Plaintiffs claim compensatory and punitive damages. In September 2020, the Golden State Water Company filed a lawsuit in California federal court against several defendants, including DuPont and Chemours, alleging manufacturers of PFOA and PFOS are responsible for contaminating the drinking water supply. The complaint alleges products liability, negligence, nuisance, trespass, and fraudulent transfer. Plaintiff seeks injunctive relief, as well as compensatory and punitive damages. New Jersey Department of Environmental Protection Directives and Litigation In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other defendants. The Directives are: (i) a state-wide PFAS Directive issued to DuPont, DowDuPont, DuPont Specialty Products USA (“DuPont SP USA”), Solvay S.A., 3M, and Chemours seeking a meeting to discuss future costs for PFAS-related costs incurred by the NJ DEP and establishing a funding source for such costs by the Directive recipients, and information relating to historic and current use of certain PFAS compounds; and, (ii) a Pompton Lakes Natural Resources Damages (“NRD”) Directive to DuPont and Chemours demanding $0.1 to cover the cost of preparation of a natural resource damage assessment plan and access to related documents. The lawsuits filed in New Jersey state courts by the NJ DEP are: (i) in Salem County, against DuPont, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, the Water Pollution Control Act (“WPCA”), the Industrial Site Recovery Act (“ISRA”), and common law regarding past and present operations at Chambers Works, a site assigned to Chemours at Separation ; In August 2020, a Second Amended Complaint was filed in each matter, adding fraudulent transfer and other claims against DuPont SP USA, Corteva, Inc., and DuPont de Nemours, Inc. For the Salem County matter, NJDEP added claims relating to failure to comply with state directives, including the state-wide PFAS Directive. The matters were removed to federal court and consolidated for case management and pretrial purposes. DuPont requested that Chemours defend and indemnify it in these matters. Chemours has accepted the defense while reserving rights and declining DuPont’s demand as to matters under ISRA, fraudulent transfer, or involving other DuPont entities. PFOA and PFAS Summary With the exception of the trial verdict in the testicular cancer case noted above, management believes that it is reasonably possible that the Company could incur losses related to PFOA and/or PFAS matters in excess of amounts accrued, but any such losses are not estimable at this time due to various reasons, including, among others, that such matters are in their early stages and have significant factual issues to be resolved. U.S. Smelter and Lead Refinery, Inc. There are six lawsuits, including a putative class action, pending against DuPont by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. Several of the lawsuits allege that Chemours is now responsible for DuPont environmental liabilities. The lawsuits include allegations for personal injury damages, property diminution, and other damages. At Separation, DuPont assigned Chemours its former plant site, which is located south of the residential portion of the Superfund area, and its responsibility for the environmental remediation at the Superfund site. Management believes a loss is reasonably possible, but not estimable at this time due to various reasons including, among others, that such matters are in their early stages and have significant factual issues to be resolved. Securities Litigation In October 2019, a putative class action was filed in Delaware federal court against Chemours and certain of its officers. Following appointment of lead plaintiff, the New York State Teachers’ Retirement System, and counsel, the plaintiff filed an amended complaint alleging that the defendants violated the Securities and Exchange Act of 1934 by making materially false and misleading statements and omissions in public disclosures regarding environmental liabilities and litigation matters assigned to Chemours in connection with its spin-off from DuPont. The amended complaint seeks a class of purchasers of Chemours stock between February 16, 2017 and August 1, 2019 and demands compensatory damages and fees. Commencing in July 2020, follow-on derivative lawsuits were filed by individual shareholders in Delaware courts against Chemours, its directors, and certain of its officers. The lawsuits rely on factual allegations similar to those in the securities action discussed above and allege breach of fiduciary duty and other claims. Management believes that it is not possible at this time to reasonably assess the outcome of these litigations or to estimate the loss or range of loss, if any, as the matters are in the early stages with significant issues to be resolved. The Company believes that it has applicable insurance, and coverage has been accepted by the primary insurance carrier with a reservation of rights for the putative class action matter. If the Company were not to prevail in the litigations and were to fail to secure insurance coverage or ample insurance coverage, the impact could be material to the Company’s results of operations, financial position, and cash flows. Mining Solutions Facility Construction Stoppage In March 2018, a civil association in Mexico filed a complaint against the government authorities involved in the permitting process of the Company’s new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The claimant sought and obtained a suspension from the district judge to stop the Company’s construction work. The suspension was subsequently lifted on appeal and affirmed by the Supreme Court of Mexico. A second similar complaint was filed in September 2019, and again, a suspension of construction was granted. Chemours has filed an appeal. In the event that the suspension of construction is ultimately upheld, the Company would incur $26 of contract termination fees with a third-party services provider. In August 2017, a lawsuit was filed by several residents of Durango, Mexico against the government authority involved in granting the Company’s environmental permit for the aforementioned facility. Construction was not suspended in this matter, and the defendants and the Company have responded to the complaint. In October 2020, an Administrative Federal Tribunal in Mexico City, Mexico nullified the existing environmental permit and requested its amendment, including details regarding the handling, storage, and offloading of ammonia at the Company’s facility. The Company will file an appeal and follow an administrative procedure to resolve this matter. At September 30, 2020, the Company had $145 of long-lived assets under construction at the facility, $10 of other related prepaid costs, and $51 of the Company’s goodwill assigned to the Mining Solutions reporting unit. Management believes these amounts are recoverable as of September 30, 2020. Ore Feedstock Contract Dispute In July 2020, Iluka Resources Limited, one of the Company’s suppliers of ore feedstock, commenced breach of contract proceedings against the Company in New York state court. Management believes that the lawsuit lacks merit, and that the Company’s actions have been consistent with its rights under the provisions of the contract. The outcome of this matter is not expected to have a material impact on the Company’s results of operations or financial position, and management does not anticipate any impact on the Company’s supply of ore feedstock. Environmental Overview Chemours, due to the terms of the Separation-related agreements with DuPont, is subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to DuPont’s activities before it spun-off Chemours. Much of this liability results from the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”, often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and foreign laws. These laws require Chemours to undertake certain investigative, remediation, and restoration activities at sites where Chemours conducts or once conducted operations or at sites where Chemours-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities. Chemours accrues for remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. 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. Estimated liabilities are determined based on existing remediation laws and technologies and the Company’s planned remedial responses, which are derived from environmental studies, sampling, testing, and analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies. These accruals are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available. Environmental liabilities and expenditures include claims for matters that are liabilities of DuPont and its subsidiaries, which Chemours may be required to indemnify pursuant to the Separation-related agreements. These accrued liabilities are undiscounted and do not include claims against third parties. Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued. The following table sets forth the components of the Company’s environmental remediation liabilities at September 30, 2020 and December 31, 2019 for the five sites that are deemed the most significant by management, including Fayetteville as further discussed below. September 30, 2020 December 31, 2019 Chambers Works, Deepwater, New Jersey $ 19 $ 20 East Chicago, Indiana 14 17 Fayetteville Works, Fayetteville, North Carolina 199 201 Pompton Lakes, New Jersey 42 43 USS Lead, East Chicago, Indiana 13 13 All other sites 111 112 Total environmental remediation $ 398 $ 406 The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance sheet locations at September 30, 2020 and December 31, 2019. Balance Sheet Location September 30, 2020 December 31, 2019 Environmental Remediation: Current environmental remediation Other accrued liabilities (Note 14) $ 97 $ 74 Long-term environmental remediation Other liabilities (Note 16) 301 332 Total environmental remediation $ 398 $ 406 The time-frame for a site to go through all phases of remediation (investigation and active clean-up) may take about 15 to 20 years, followed by several years of operation, maintenance, and monitoring (“OM&M”) activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, and diverse regulatory requirements, as well as the presence or absence of other potentially responsible parties. In addition, for claims that Chemours may be required to indemnify D |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
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 $3 and $12 for the three and nine months ended September 30, 2020, respectively, and $4 and $18 for the three and nine months ended September 30, 2019, respectively. Stock Options During the nine months ended September 30, 2020, Chemours granted approximately 2,780,000 non-qualified stock options to certain of its employees, of which 2,750,000 non-qualified stock options were granted in the first quarter of 2020. 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 that were granted during the nine months ended September 30, 2020. Nine Months Ended September 30, 2020 Risk-free interest rate 0.94 % Expected term (years) 6.00 Volatility 53.18 % Dividend yield 6.93 % Fair value per stock option $ 3.74 The Company recorded $1 and $8 in stock-based compensation expense specific to its stock options for the three and nine months ended September 30, 2020, respectively, and $2 and $8 for the three and nine months ended September 30, 2019, respectively. At September 30, 2020, approximately 7,870,000 stock options remained outstanding. Restricted Stock Units During the nine months ended September 30, 2020, Chemours granted approximately 530,000 restricted stock units (“RSUs”) to certain of its employees. These awards will vest over a three-year The Company recorded $1 and $5 in stock-based compensation expense specific to its RSUs for the three and nine months ended September 30, 2020, respectively, and $1 and $5 for the three and nine months ended September 30, 2019, respectively. At September 30, 2020, approximately 1,110,000 RSUs remained non-vested. Performance Share Units During the nine months ended September 30, 2020, Chemours granted approximately 540,000 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 respective 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 stock-based compensation expense of $1 and reductions of stock-based compensation of $1 specific to its PSUs for the three and nine months ended September 30, 2020, respectively, based on its assessment of Company performance relative to award-based financial objectives. The Company recorded less than $1 and $5 in stock-based compensation expense specific to its PSUs for the three and nine months ended September 30, 2019, respectively. At September 30, 2020, approximately 850,000 PSUs at 100% of the target amount remained non-vested. Employee Stock Purchase Plan Since 2017, the Company has provided employees the opportunity to participate in The Chemours Company Employee Stock Purchase Plan (“ESPP”). Under the ESPP, a total of 7,000,000 shares of Chemours’ common stock is reserved and authorized for issuance to participating employees, as defined by the ESPP, which excludes executive officers of the Company. The ESPP provides for consecutive 12-month offering periods, each with two purchase periods in March and September within those offering periods. The initial offering period under the ESPP began on October 2, 2017. Participating employees are eligible to purchase the Company’s common stock at a discounted rate equal to 95% of its fair value on the last trading day of each purchase period. During the first and third quarters of 2020, the Company executed open market transactions to purchase its common stock on behalf of ESPP participants. Total purchases amounted to less than $1 and $1 for the three and nine months ended September 30, 2020, respectively, which approximated 105,000 shares of Chemours’ common stock purchased during the nine months ended September 30, 2020. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Note 19. 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 September 30, 2020, the Company had 20 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $528, and an average maturity of one month. At December 31, 2019, the Company had 16 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $530, and an average maturity of one month. Chemours recognized net gains of $10 and $14 for the three and nine months ended September 30, 2020, respectively, and net gains of $1 and less than $1 for the three and nine months ended September 30, 2019, respectively, in other income (expense), net. Cash Flow Hedge – Foreign Currency Forward Contracts At September 30, 2020, the Company had 117 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $86, and an average maturity of five months. At December 31, 2019, the Company had 150 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $124, and an average maturity of five months. Chemours recognized pre-tax losses of $2 and $1 for the three and nine months ended September 30, 2020, respectively, and pre-tax gains of $5 and $7 for the three and nine months ended September 30, 2019, respectively, within accumulated other comprehensive loss. For the three and nine months ended September 30, 2020, $1 and $5 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. For the three and nine months ended September 30, 2019, $2 and $8 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. The Company expects to reclassify an approximate $3 of net loss from accumulated other comprehensive loss to the cost of goods sold over the next 12 months, based on current foreign currency exchange rates. Cash Flow Hedge – Interest Rate Swaps Beginning in the second quarter of 2020, the Company elected to expand its cash flow hedge program and enter into interest rate swaps. The objective of entering interest rate swaps is to mitigate the volatility in the Company’s cash payments for interest related to the portion of the Company’s senior secured term loan facility denominated in U.S. dollars, which bears a variable interest rate equal to, at the election of the Company, adjusted LIBOR plus 1.75% or adjusted base rate plus 0.75%, subject to an adjusted LIBOR or an adjusted base rate floor of 0.00% or 1.00%, respectively. At September 30, 2020, 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 losses of less than $1 and $3 for the three and nine months ended September 30, 2020, respectively, within accumulated other comprehensive loss. For the three and nine months ended September 30, 2020, less than $1 was reclassified to interest expense, net from accumulated other comprehensive loss. The Company expects to reclassify an approximate $1 of net loss from accumulated other comprehensive loss to interest expense, net over the next 12 months. Net Investment Hedge – Foreign Currency Borrowings T he Company recognized pre-tax losses of $32 and $40 for the three and nine months ended September 30, 2020, respectively, and pre-tax gains of $33 and $36 for the three and nine months ended September 30, 2019, 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 nine months ended September 30, 2020 and 2019. Fair Value of Derivative Instruments The following table sets forth the fair value of the Company’s derivative assets and liabilities at September 30, 2020 and December 31, 2019. Fair Value Using Level 2 Inputs Balance Sheet Location September 30, 2020 December 31, 2019 Asset derivatives: Foreign currency forward contracts not designated as a hedging instrument Accounts and notes receivable, net (Note 9) $ — $ 1 Foreign currency forward contracts designated as a cash flow hedge Accounts and notes receivable, net (Note 9) — 1 Total asset derivatives $ — $ 2 Liability derivatives: Foreign currency forward contracts not designated as a hedging instrument Other accrued liabilities (Note 14) $ — $ 1 Foreign currency forward contracts designated as a cash flow hedge Other accrued liabilities (Note 14) 2 — Interest rate swaps designated as a cash flow hedge Other accrued liabilities (Note 14) 3 — Total liability derivatives $ 5 $ 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 nine months ended September 30, 2020 and 2019. Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Three Months Ended September 30, Goods Sold Expense, Net (Expense), Net Loss 2020 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 10 $ — Foreign currency forward contracts designated as a cash flow hedge 1 — — (2 ) Interest rate swaps designated as a cash flow hedge — — — — Euro-denominated debt designated as a net investment hedge — — — (32 ) 2019 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 1 $ — Foreign currency forward contracts designated as a cash flow hedge 2 — — 5 Euro-denominated debt designated as a net investment hedge — — — 33 Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Nine Months Ended September 30, Goods Sold Expense, Net (Expense), Net Loss 2020 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 14 $ — Foreign currency forward contracts designated as a cash flow hedge 5 — — (1 ) Interest rate swaps designated as a cash flow hedge — — — (3 ) Euro-denominated debt designated as a net investment hedge — — — (40 ) 2019 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ — $ — Foreign currency forward contracts designated as a cash flow hedge 8 — — 7 Euro-denominated debt designated as a net investment hedge — — — 36 |
Long-term Employee Benefits
Long-term Employee Benefits | 9 Months Ended |
Sep. 30, 2020 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Long-term Employee Benefits | Note 20 . 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 for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Service cost $ (4 ) $ (3 ) $ (11 ) $ (9 ) Interest cost (2 ) (4 ) (6 ) (13 ) Expected return on plan assets 4 12 12 38 Amortization of actuarial loss (2 ) (6 ) (6 ) (18 ) Amortization of prior service gain 1 1 2 2 Settlement loss (1 ) (3 ) (1 ) (4 ) Curtailment gain 1 — 1 — Total net periodic pension cost $ (3 ) $ (3 ) $ (9 ) $ (4 ) Net gain (loss) $ 1 $ — $ 1 $ (3 ) Prior service (cost) benefit (1 ) — (1 ) 5 Amortization of actuarial loss 2 6 6 18 Amortization of prior service gain (1 ) (1 ) (2 ) (2 ) Settlement loss 1 3 1 4 Curtailment gain 4 — 4 — Effect of foreign exchange rates (3 ) 9 (4 ) 10 Benefit recognized in other comprehensive income 3 17 5 32 Total changes in plan assets and benefit obligations recognized in other comprehensive income $ — $ 14 $ (4 ) $ 28 The Company made cash contributions of $3 and $17 to its defined benefit pension plans during the three and nine months ended September 30, 2020, respectively, and $2 and $15 for the three and nine months ended September 30, 2019, respectively, and expects to make additional cash contributions of $2 to its defined benefit pension plans during the remainder of 2020. The Company’s future contributions to its defined benefit pension plans are dependent on market-based discount rates, and, as stated in “Note 1 – Background, Description of the Business, and Basis of Presentation” to these interim consolidated financial statements |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 2 1 . Segment Information Chemours’ reportable segments are Fluoroproducts, Chemical Solutions, and Titanium Technologies. 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. Segment net sales include transfers to another reportable segment. Certain products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. These product transfers were limited and were not significant for each of the periods presented. Depreciation and amortization includes depreciation on research and development facilities and the amortization of other intangible assets, excluding any write-downs of assets. Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is the primary measure of segment profitability used by the Company’s Chief Operating Decision Maker 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. The following table sets forth certain summary financial information for the Company’s reportable segments for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Fluoroproducts Chemical Solutions Titanium Technologies Segment Total 2020 Net sales to external customers $ 533 $ 88 $ 612 $ 1,233 Adjusted EBITDA 112 12 129 253 Depreciation and amortization 35 6 32 73 2019 Net sales to external customers $ 636 $ 140 $ 614 $ 1,390 Adjusted EBITDA 122 23 137 282 Depreciation and amortization 34 5 30 69 Nine Months Ended September 30, Fluoroproducts Chemical Solutions Titanium Technologies Segment Total 2020 Net sales to external customers $ 1,657 $ 263 $ 1,711 $ 3,631 Adjusted EBITDA 350 45 361 756 Depreciation and amortization 106 16 95 217 2019 Net sales to external customers $ 2,034 $ 404 $ 1,735 $ 4,173 Adjusted EBITDA 461 55 390 906 Depreciation and amortization 100 18 90 208 Corporate and Other depreciation and amortization expense amounted to $6 and $23 for the three and nine months ended September 30, 2020, respectively, and $8 and $24 for the three and nine months ended September 30, 2019, respectively The following table sets forth a reconciliation of segment Adjusted EBITDA to the Company’s consolidated net income before i ncome taxes for the three and nine months ended September 30 , 2020 and 2019 . Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Segment Adjusted EBITDA $ 253 $ 282 $ 756 $ 906 Corporate and Other Adjusted EBITDA (43 ) (34 ) (123 ) (113 ) Interest expense, net (53 ) (53 ) (160 ) (156 ) Depreciation and amortization (79 ) (78 ) (240 ) (232 ) Non-operating pension and other post-retirement employee benefit income (cost) 1 (1 ) 2 5 Exchange (losses) gains, net (9 ) 5 (28 ) 2 Restructuring, asset-related, and other charges (1) (9 ) (34 ) (37 ) (49 ) Gain on sales of assets and businesses (2) — 9 — 11 Transaction costs — — (2 ) (1 ) Legal and environmental charges (3) (1 ) (5 ) (12 ) (43 ) Income before income taxes $ 60 $ 91 $ 156 $ 330 (1) Includes restructuring, asset-related, and other charges, which are discussed in further detail in “Note 5 – Restructuring, Asset-related, and Other Charges”. (2) For the three and nine months ended September 30, 2019, the Company recognized a non-cash gain of $9 (3) Legal charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other legal charges. Environmental charges pertains to management’s assessment of estimated liabilities associated with on-site remediation, off-site groundwater remediation, and toxicity studies related to Fayetteville. The nine months ended September 30, 2020 includes $8 based on the aforementioned assessment associated with certain estimated liabilities at Fayetteville. The three and nine months ended September 30, 2019 include $2 and $36, respectively, for the approved final Consent Order associated with certain matters at Fayetteville. See “Note 17 – Commitments and Contingent Liabilities” for further details. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Accounting Guidance Issued and Not Yet Adopted Simplifying the Accounting for Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Adopted Accounting Guidance Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”). The amendments in this update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash, which, for the Company, primarily consists of accounts and notes receivable, net. ASU No. 2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The Company adopted ASU No. 2016-13 on January 1, 2020 using the modified retrospective transition method, the effect of which was not material to its financial position, results of operations, and cash flows. Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the 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 is currently evaluating the impacts this standard will have on its accounting for contracts and hedging relationships. |
Net Sales (Tables)
Net Sales (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net sales by geographic region (1) North America: Fluoroproducts $ 233 $ 260 $ 727 $ 851 Chemical Solutions 52 87 158 246 Titanium Technologies 203 178 571 550 Total North America 488 525 1,456 1,647 Asia Pacific: Fluoroproducts 142 173 428 511 Chemical Solutions 4 16 17 47 Titanium Technologies 185 225 539 587 Total Asia Pacific 331 414 984 1,145 Europe, the Middle East, and Africa: Fluoroproducts 117 151 387 515 Chemical Solutions 6 6 17 15 Titanium Technologies 135 122 382 358 Total Europe, the Middle East, and Africa 258 279 786 888 Latin America (2): Fluoroproducts 41 52 115 157 Chemical Solutions 26 31 71 96 Titanium Technologies 89 89 219 240 Total Latin America 156 172 405 493 Total net sales $ 1,233 $ 1,390 $ 3,631 $ 4,173 Net sales by segment and product group Fluoroproducts: Fluorochemicals $ 293 $ 304 $ 832 $ 1,028 Fluoropolymers 240 332 825 1,006 Chemical Solutions: Mining solutions 53 70 150 200 Performance chemicals and intermediates 35 70 113 204 Titanium Technologies: Titanium dioxide and other minerals 612 614 1,711 1,735 Total net sales $ 1,233 $ 1,390 $ 3,631 $ 4,173 (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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Accounts receivable - trade, net (1) $ 523 $ 602 Deferred revenue 14 15 Customer rebates 60 72 (1) Accounts receivable - trade, net includes trade notes receivable of $1 and less than $1 and is net of allowances for doubtful accounts of $6 and |
Restructuring, Asset-Related,_2
Restructuring, Asset-Related, and Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restructuring and other charges: Employee separation charges $ 3 $ 17 $ 18 $ 15 Decommissioning and other charges 1 5 3 22 Total restructuring and other charges 4 22 21 37 Asset-related charges 5 12 16 12 Total restructuring, asset-related, and other charges $ 9 $ 34 $ 37 $ 49 The following table sets forth the impacts of the Company’s restructuring programs to segment earnings for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restructuring and other charges: Plant and product line closures: Chemical Solutions $ 1 $ — $ 4 $ — Corporate and Other — 5 1 18 Total plant and product line closures 1 5 5 18 2017 Restructuring Program: Fluoroproducts — 1 — 2 Titanium Technologies — — — 1 Corporate and Other — — (1 ) — Total 2017 Restructuring Program — 1 (1 ) 3 2018 Restructuring Program: Corporate and Other — (1 ) — (1 ) Total 2018 Restructuring Program — (1 ) — (1 ) 2019 Restructuring Program: Fluoroproducts — 7 3 7 Chemical Solutions — 2 — 2 Titanium Technologies — 5 — 5 Corporate and Other — 3 — 3 Total 2019 Restructuring Program — 17 3 17 2020 Restructuring Program: Fluoroproducts 1 — 4 — Chemical Solutions — — 1 — Titanium Technologies — — 3 — Corporate and Other 2 — 6 — Total 2020 Restructuring Program 3 — 14 — Total restructuring and other charges 4 22 21 37 Asset-related charges: Fluoroproducts 5 — 5 — Chemical Solutions — 12 7 12 Corporate and Other — — 4 — Total asset-related charges 5 12 16 12 Total restructuring, asset-related, and other charges $ 9 $ 34 $ 37 $ 49 |
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 nine months ended September 30, 2020. Chemical Solutions Site Closures 2017 Restructuring Program 2019 Restructuring Program 2020 Restructuring Program Total Balance at December 31, 2019 $ — $ 1 $ 14 $ — $ 15 Charges (credits) to income 2 (1 ) 3 14 18 Payments — — (15 ) (7 ) (22 ) Balance at September 30, 2020 $ 2 $ — $ 2 $ 7 $ 11 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Leasing, contract services, and miscellaneous income (1) $ 2 $ 6 $ 11 $ 47 Royalty income (2) 1 6 9 16 Gain on sales of assets and businesses (3) — 9 — 11 Exchange (losses) gains, net (4) (9 ) 5 (28 ) 2 Non-operating pension and other post-retirement employee benefit income (cost) (5) 1 (1 ) 2 5 Total other (expense) income, net $ (5 ) $ 25 $ (6 ) $ 81 (1) Leasing, contract services, and miscellaneous income includes European Union fluorinated greenhouse gas quota authorization sales of $1 and $3 for the three and nine months ended September 30, 2020, respectively, and $2 and $38 for the three and nine months ended September 30, 2019, respectively. (2) Royalty income for the periods ended September 30, 2020 and 2019 is primarily from technology licensing. (3) Gain on sales of assets and businesses for the three and nine months ended September 30, 2019 includes a non-cash gain of $9 recognized in connection with the Company’s sale of its Repauno, New Jersey site. (4) Exchange (losses) gains, net includes gains and losses on the Company’s foreign currency forward contracts that have not been designated as a cash flow hedge. (5) Non-operating pension and other post-retirement employee benefit income (cost) 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) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the reconciliations of the numerators and denominators for the Company’s basic and diluted earnings per share (“EPS”) calculations for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net income attributable to Chemours $ 76 $ 76 $ 200 $ 265 Denominator: Weighted-average number of common shares outstanding - basic 164,762,621 163,815,483 164,556,139 165,254,084 Dilutive effect of the Company’s employee compensation plans 1,851,050 1,325,380 1,209,143 2,780,874 Weighted-average number of common shares outstanding - diluted 166,613,671 165,140,863 165,765,282 168,034,958 Basic earnings per share of common stock $ 0.46 $ 0.46 $ 1.22 $ 1.60 Diluted earnings per share of common stock 0.46 0.46 1.21 1.58 |
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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Average number of stock options 1,676,765 3,195,601 4,607,057 1,893,011 |
Accounts and Notes Receivable_2
Accounts and Notes Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Accounts receivable - trade, net (1,2) $ 523 $ 602 VAT, GST, and other taxes (3) 43 59 Other receivables (4) 6 13 Total accounts and notes receivable, net $ 572 $ 674 (1) Accounts receivable - trade, net includes trade notes receivable of $1 and less than $1 and is net of allowances for doubtful accounts of $6 and $5 at September 30, 2020 and December 31, 2019, respectively. Such allowances are equal to the estimated uncollectible amounts. (2) On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , the effect of which was not material to its accounts receivable - trade or its allowance for doubtful accounts. See “Note 2 – Recent Accounting Pronouncements” for further details. (3) Value added tax (“VAT”) and goods and services tax (“GST”) for various jurisdictions. (4) Other receivables consist of derivative instruments, advances, and other deposits. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Net [Abstract] | |
Schedule of Inventories | The following table sets forth the components of the Company’s inventories at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Finished products $ 625 $ 589 Semi-finished products 175 189 Raw materials, stores, and supplies 462 559 Inventories before LIFO adjustment 1,262 1,337 Less: Adjustment of inventories to LIFO basis (269 ) (258 ) Total inventories $ 993 $ 1,079 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Equipment $ 7,678 $ 7,600 Buildings 1,155 1,174 Construction-in-progress 415 493 Land 107 110 Mineral rights 36 36 Property, plant, and equipment 9,391 9,413 Less: Accumulated depreciation (5,973 ) (5,854 ) Total property, plant, and equipment, net $ 3,418 $ 3,559 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Capitalized repair and maintenance costs $ 123 $ 148 Pension assets (1) 73 59 Deferred income taxes 66 40 Miscellaneous 48 45 Total other assets $ 310 $ 292 (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) | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | The following table sets forth the components of the Company’s other accrued liabilities at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Compensation and other employee-related costs $ 71 $ 52 Employee separation costs (1) 11 15 Accrued litigation (2) 8 10 Environmental remediation (2) 97 74 Asset retirement obligations (3) 13 7 Income taxes 98 65 Customer rebates 60 72 Deferred revenue 9 7 Accrued interest 61 21 Operating lease liabilities 67 66 Miscellaneous (4) 80 95 Total other accrued liabilities $ 575 $ 484 (1) Represents the current portion of accrued employee separation costs related to the Company’s restructuring activities, which are discussed further in “Note 5 – Restructuring, Asset-related, and Other Charges”. (2) Represents the current portions of accrued litigation and environmental remediation, which are discussed further in “Note 17 – Commitments and Contingent Liabilities”. (3) Represents the current portion of asset retirement obligations, which are discussed further in “Note 16 – Other Liabilities”. (4) Miscellaneous primarily includes accrued utility expenses, property taxes, an accrued indemnification liability, derivative instruments, and other miscellaneous expenses. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Components of Debt | The following table sets forth the components of the Company’s debt at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 878 $ 884 Tranche B-2 euro term loan due April 2025 (€341 at September 30, 2020 and €344 at December 31, 2019) 397 383 Senior unsecured notes: 6.625% due May 2023 908 908 7.000% due May 2025 750 750 4.000% due May 2026 (€450 at September 30, 2020 and December 31, 2019) 524 501 5.375% due May 2027 500 500 Securitization Facility — 110 Finance lease liabilities 63 59 Financing obligation (1) 94 95 Other 13 6 Total debt 4,127 4,196 Less: Unamortized issue discounts (7 ) (8 ) Less: Unamortized debt issuance costs (25 ) (28 ) Less: Short-term and current maturities of long-term debt (32 ) (134 ) Total long-term debt, net $ 4,063 $ 4,026 (1) At September 30, 2020 and December 31, 2019, financing obligation includes $94 and $95, respectively, in connection with the financed portion of the Company’s research and development facility on the Science, Technology, and Advanced Research Campus of the University of Delaware in Newark, Delaware (“Chemours Discovery Hub”). |
Schedule of Contractual Senior Debt Principal Maturities | The following table sets forth the Company’s contractual senior debt principal maturities for the next five years and thereafter. Remainder of 2020 $ 3 2021 13 2022 13 2023 921 2024 13 Thereafter 2,994 Total principal maturities on debt $ 3,957 |
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. The carrying value of borrowings under the Securitization Facility approximate fair value based on the facility’s short-term nature and maturity. September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Senior secured term loans: Tranche B-2 U.S. dollar term loan due April 2025 $ 878 $ 850 $ 884 $ 865 Tranche B-2 euro term loan due April 2025 (€341 at September 30, 2020 and €344 at December 31, 2019) 397 385 383 378 Senior unsecured notes: 6.625% due May 2023 908 921 908 917 7.000% due May 2025 750 761 750 755 4.000% due May 2026 (€450 at September 30, 2020 and December 31, 2019) 524 503 501 455 5.375% due May 2027 500 499 500 450 Securitization Facility — — 110 110 Total senior debt 3,957 $ 3,919 4,036 $ 3,930 Less: Unamortized issue discounts (7 ) (8 ) Less: Unamortized debt issuance costs (25 ) (28 ) Total senior debt, net $ 3,925 $ 4,000 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The following table sets forth the components of the Company’s other liabilities at September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Employee-related costs (1) $ 107 $ 113 Accrued litigation (2) 51 50 Environmental remediation (2) 301 332 Asset retirement obligations (3) 59 69 Deferred revenue 5 8 Miscellaneous (4) 73 61 Total other liabilities $ 596 $ 633 (1) Employee-related costs primarily represents liabilities associated with the Company’s long-term employee benefit plans. (2) Represents the long-term portions of accrued litigation and environmental remediation, which are discussed further in “Note 17 – Commitments and Contingent Liabilities”. (3) Represents the long-term portion of asset retirement obligations, which totaled $72 and $76 when combined with the current portion at September 30, 2020 and December 31, 2019, respectively, as disclosed in “Note 14 – Other Accrued Liabilities”. The nine months ended September 30, 2020 are inclusive of $15 of liabilities incurred during the period, as well as $20 of reduction in estimated cash outflows. Liabilities settled in the current period and accretion expense are not material. (4) Miscellaneous primarily includes an accrued indemnification liability of $40 and $41 at September 30, 2020 and December 31, 2019, respectively. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Asbestos $ 34 $ 34 PFOA 21 20 All other matters 4 6 Total accrued litigation $ 59 $ 60 |
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 September 30, 2020 and December 31, 2019. Balance Sheet Location September 30, 2020 December 31, 2019 Accrued Litigation: Current accrued litigation Other accrued liabilities (Note 14) $ 8 $ 10 Long-term accrued litigation Other liabilities (Note 16) 51 50 Total accrued litigation $ 59 $ 60 |
Schedule of Components of Environmental Remediation Liabilities | The following table sets forth the components of the Company’s environmental remediation liabilities at September 30, 2020 and December 31, 2019 for the five sites that are deemed the most significant by management, including Fayetteville as further discussed below. September 30, 2020 December 31, 2019 Chambers Works, Deepwater, New Jersey $ 19 $ 20 East Chicago, Indiana 14 17 Fayetteville Works, Fayetteville, North Carolina 199 201 Pompton Lakes, New Jersey 42 43 USS Lead, East Chicago, Indiana 13 13 All other sites 111 112 Total environmental remediation $ 398 $ 406 |
Schedule of Current and Long-term Components of Environmental Remediation Accrual and Balance Sheet Locations | The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance sheet locations at September 30, 2020 and December 31, 2019. Balance Sheet Location September 30, 2020 December 31, 2019 Environmental Remediation: Current environmental remediation Other accrued liabilities (Note 14) $ 97 $ 74 Long-term environmental remediation Other liabilities (Note 16) 301 332 Total environmental remediation $ 398 $ 406 |
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 September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 On-site remediation $ 142 $ 155 Off-site groundwater remediation 57 46 Total accrued liabilities $ 199 $ 201 |
Schedule of Current and Long-term Components of Accrued Environmental Remediation Liabilities and Balance Sheet Locations | The following table sets forth the current and long-term components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville and their balance sheet locations at September 30, 2020 and December 31, 2019. Balance Sheet Location September 30, 2020 December 31, 2019 Current accrued liabilities Other accrued liabilities (Note 14) $ 39 $ 20 Long-term accrued liabilities Other liabilities (Note 16) 160 181 Total accrued liabilities $ 199 $ 201 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Options Weighted Average Assumptions | 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 that were granted during the nine months ended September 30, 2020. Nine Months Ended September 30, 2020 Risk-free interest rate 0.94 % Expected term (years) 6.00 Volatility 53.18 % Dividend yield 6.93 % Fair value per stock option $ 3.74 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019. Fair Value Using Level 2 Inputs Balance Sheet Location September 30, 2020 December 31, 2019 Asset derivatives: Foreign currency forward contracts not designated as a hedging instrument Accounts and notes receivable, net (Note 9) $ — $ 1 Foreign currency forward contracts designated as a cash flow hedge Accounts and notes receivable, net (Note 9) — 1 Total asset derivatives $ — $ 2 Liability derivatives: Foreign currency forward contracts not designated as a hedging instrument Other accrued liabilities (Note 14) $ — $ 1 Foreign currency forward contracts designated as a cash flow hedge Other accrued liabilities (Note 14) 2 — Interest rate swaps designated as a cash flow hedge Other accrued liabilities (Note 14) 3 — Total liability derivatives $ 5 $ 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 nine months ended September 30, 2020 and 2019. Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Three Months Ended September 30, Goods Sold Expense, Net (Expense), Net Loss 2020 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 10 $ — Foreign currency forward contracts designated as a cash flow hedge 1 — — (2 ) Interest rate swaps designated as a cash flow hedge — — — — Euro-denominated debt designated as a net investment hedge — — — (32 ) 2019 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 1 $ — Foreign currency forward contracts designated as a cash flow hedge 2 — — 5 Euro-denominated debt designated as a net investment hedge — — — 33 Gain (Loss) Recognized In Accumulated Other Cost of Interest Other Income Comprehensive Nine Months Ended September 30, Goods Sold Expense, Net (Expense), Net Loss 2020 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ 14 $ — Foreign currency forward contracts designated as a cash flow hedge 5 — — (1 ) Interest rate swaps designated as a cash flow hedge — — — (3 ) Euro-denominated debt designated as a net investment hedge — — — (40 ) 2019 Foreign currency forward contracts not designated as a hedging instrument $ — $ — $ — $ — Foreign currency forward contracts designated as a cash flow hedge 8 — — 7 Euro-denominated debt designated as a net investment hedge — — — 36 |
Long-term Employee Benefits (Ta
Long-term Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Service cost $ (4 ) $ (3 ) $ (11 ) $ (9 ) Interest cost (2 ) (4 ) (6 ) (13 ) Expected return on plan assets 4 12 12 38 Amortization of actuarial loss (2 ) (6 ) (6 ) (18 ) Amortization of prior service gain 1 1 2 2 Settlement loss (1 ) (3 ) (1 ) (4 ) Curtailment gain 1 — 1 — Total net periodic pension cost $ (3 ) $ (3 ) $ (9 ) $ (4 ) Net gain (loss) $ 1 $ — $ 1 $ (3 ) Prior service (cost) benefit (1 ) — (1 ) 5 Amortization of actuarial loss 2 6 6 18 Amortization of prior service gain (1 ) (1 ) (2 ) (2 ) Settlement loss 1 3 1 4 Curtailment gain 4 — 4 — Effect of foreign exchange rates (3 ) 9 (4 ) 10 Benefit recognized in other comprehensive income 3 17 5 32 Total changes in plan assets and benefit obligations recognized in other comprehensive income $ — $ 14 $ (4 ) $ 28 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table sets forth certain summary financial information for the Company’s reportable segments for the three and nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Fluoroproducts Chemical Solutions Titanium Technologies Segment Total 2020 Net sales to external customers $ 533 $ 88 $ 612 $ 1,233 Adjusted EBITDA 112 12 129 253 Depreciation and amortization 35 6 32 73 2019 Net sales to external customers $ 636 $ 140 $ 614 $ 1,390 Adjusted EBITDA 122 23 137 282 Depreciation and amortization 34 5 30 69 Nine Months Ended September 30, Fluoroproducts Chemical Solutions Titanium Technologies Segment Total 2020 Net sales to external customers $ 1,657 $ 263 $ 1,711 $ 3,631 Adjusted EBITDA 350 45 361 756 Depreciation and amortization 106 16 95 217 2019 Net sales to external customers $ 2,034 $ 404 $ 1,735 $ 4,173 Adjusted EBITDA 461 55 390 906 Depreciation and amortization 100 18 90 208 |
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 before i ncome taxes for the three and nine months ended September 30 , 2020 and 2019 . Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Segment Adjusted EBITDA $ 253 $ 282 $ 756 $ 906 Corporate and Other Adjusted EBITDA (43 ) (34 ) (123 ) (113 ) Interest expense, net (53 ) (53 ) (160 ) (156 ) Depreciation and amortization (79 ) (78 ) (240 ) (232 ) Non-operating pension and other post-retirement employee benefit income (cost) 1 (1 ) 2 5 Exchange (losses) gains, net (9 ) 5 (28 ) 2 Restructuring, asset-related, and other charges (1) (9 ) (34 ) (37 ) (49 ) Gain on sales of assets and businesses (2) — 9 — 11 Transaction costs — — (2 ) (1 ) Legal and environmental charges (3) (1 ) (5 ) (12 ) (43 ) Income before income taxes $ 60 $ 91 $ 156 $ 330 (1) Includes restructuring, asset-related, and other charges, which are discussed in further detail in “Note 5 – Restructuring, Asset-related, and Other Charges”. (2) For the three and nine months ended September 30, 2019, the Company recognized a non-cash gain of $9 (3) Legal charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other legal charges. Environmental charges pertains to management’s assessment of estimated liabilities associated with on-site remediation, off-site groundwater remediation, and toxicity studies related to Fayetteville. The nine months ended September 30, 2020 includes $8 based on the aforementioned assessment associated with certain estimated liabilities at Fayetteville. The three and nine months ended September 30, 2019 include $2 and $36, respectively, for the approved final Consent Order associated with certain matters at Fayetteville. See “Note 17 – Commitments and Contingent Liabilities” for further details. |
Background, Description of th_2
Background, Description of the Business, and Basis of Presentation - Narrative (Details) $ in Millions | Apr. 08, 2020USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Revolving credit facility borrowed amount | $ 300 | $ 150 | |
Senior Secured Revolving Credit Facility [Member] | |||
Segment Reporting Information [Line Items] | |||
Revolving credit facility borrowed amount | $ 300 | ||
COVID 19 [Member] | |||
Segment Reporting Information [Line Items] | |||
Deferred tax payments | $ 80 | ||
COVID 19 [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Segment Reporting Information [Line Items] | |||
Revolving credit facility borrowed amount | $ 300 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - Southern Ionics Minerals, LLC [Member] - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Aug. 31, 2019 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Estimated total consideration | $ 25 | |
Upfront payment | 10 | |
Installment payment | 10 | $ 10 |
Contingent considerations with estimated fair value | $ 5 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | $ 1,233 | $ 1,390 | $ 3,631 | $ 4,173 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 1,233 | 1,390 | 3,631 | 4,173 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Fluoroproducts [Member] | Fluorochemicals [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 293 | 304 | 832 | 1,028 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Fluoroproducts [Member] | Fluoropolymers [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 240 | 332 | 825 | 1,006 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Chemical Solutions [Member] | Mining Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 53 | 70 | 150 | 200 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Chemical Solutions [Member] | Performance Chemicals and Intermediates [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 35 | 70 | 113 | 204 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Titanium Technologies [Member] | Titanium Dioxide and Other Minerals [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 612 | 614 | 1,711 | 1,735 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 488 | 525 | 1,456 | 1,647 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Fluoroproducts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 233 | 260 | 727 | 851 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | North America [Member] | Chemical Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 52 | 87 | 158 | 246 |
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 | 203 | 178 | 571 | 550 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 331 | 414 | 984 | 1,145 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Fluoroproducts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 142 | 173 | 428 | 511 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Asia Pacific [Member] | Chemical Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 4 | 16 | 17 | 47 |
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 | 185 | 225 | 539 | 587 |
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 | 258 | 279 | 786 | 888 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Fluoroproducts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 117 | 151 | 387 | 515 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Europe, the Middle East, and Africa [Member] | Chemical Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 6 | 6 | 17 | 15 |
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 | 135 | 122 | 382 | 358 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 156 | 172 | 405 | 493 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Fluoroproducts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 41 | 52 | 115 | 157 |
Topic 606 [Member] | Transferred at a Point in Time [Member] | Latin America [Member] | Chemical Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of Net Sales | 26 | 31 | 71 | 96 |
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 | $ 89 | $ 89 | $ 219 | $ 240 |
Net Sales - Summary of Contract
Net Sales - Summary of Contract Balances from Contracts with Customers (Details) - Topic 606 [Member] - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable - trade, net | $ 523 | $ 602 |
Deferred revenue | 14 | 15 |
Customer rebates | $ 60 | $ 72 |
Net Sales - Summary of Contra_2
Net Sales - Summary of Contract Balances from Contracts with Customers (Parenthetical) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Disaggregation Of Revenue [Line Items] | ||
Allowance for doubtful accounts | $ 6,000,000 | $ 5,000,000 |
Topic 606 [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Trade notes receivable | 1,000,000 | |
Allowance for doubtful accounts | $ 6,000,000 | 5,000,000 |
Topic 606 [Member] | Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Trade notes receivable | $ 1,000,000 |
Net Sales - Narrative (Details)
Net Sales - Narrative (Details) - Topic 606 [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 47 |
Revenue, practical expedient, financing component | true |
Net Sales - Narrative (Details1
Net Sales - Narrative (Details1) - Topic 606 [Member] | Sep. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Percentage of remaining performance obligations as revenue | 47.00% |
Remaining performance obligations original expected period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Percentage of remaining performance obligations as revenue | 28.00% |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring And Related Activities [Abstract] | ||||
Employee separation charges | $ 3 | $ 17 | $ 18 | $ 15 |
Decommissioning and other charges | 1 | 5 | 3 | 22 |
Total restructuring and other charges | 4 | 22 | 21 | 37 |
Asset-related charges | 5 | 12 | 16 | 12 |
Total restructuring, asset-related, and other charges | $ 9 | $ 34 | $ 37 | $ 49 |
Restructuring, Asset-Related,_4
Restructuring, Asset-Related, and Other Charges - Schedule of Restructuring Programs to Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | $ 4 | $ 22 | $ 21 | $ 37 |
Asset-related charges | 5 | 12 | 16 | 12 |
Total restructuring, asset-related, and other charges | 9 | 34 | 37 | 49 |
Plant and Product Line Closures [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 1 | 5 | 5 | 18 |
2017 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 1 | (1) | 3 |
Total restructuring, asset-related, and other charges | 1 | 3 | ||
2018 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | (1) | 0 | (1) |
2019 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 17 | 3 | 17 |
2020 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 3 | 0 | 14 | 0 |
Operating Segments [Member] | Chemical Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset-related charges | 0 | 12 | 7 | 12 |
Operating Segments [Member] | Chemical Solutions [Member] | Plant and Product Line Closures [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 1 | 0 | 4 | 0 |
Operating Segments [Member] | Chemical Solutions [Member] | 2019 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 2 | 0 | 2 |
Operating Segments [Member] | Chemical Solutions [Member] | 2020 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 0 | 1 | 0 |
Operating Segments [Member] | Fluoroproducts [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset-related charges | 5 | 0 | 5 | 0 |
Operating Segments [Member] | Fluoroproducts [Member] | 2017 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 1 | 0 | 2 |
Operating Segments [Member] | Fluoroproducts [Member] | 2019 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 7 | 3 | 7 |
Operating Segments [Member] | Fluoroproducts [Member] | 2020 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 1 | 0 | 4 | 0 |
Operating Segments [Member] | Titanium Technologies [Member] | 2017 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 0 | 0 | 1 |
Operating Segments [Member] | Titanium Technologies [Member] | 2019 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 5 | 0 | 5 |
Operating Segments [Member] | Titanium Technologies [Member] | 2020 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 0 | 3 | 0 |
Corporate and Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset-related charges | 0 | 0 | 4 | 0 |
Corporate and Other [Member] | Plant and Product Line Closures [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 5 | 1 | 18 |
Corporate and Other [Member] | 2017 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 0 | (1) | 0 |
Corporate and Other [Member] | 2018 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | (1) | 0 | (1) |
Corporate and Other [Member] | 2019 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 0 | 3 | 0 | 3 |
Corporate and Other [Member] | 2020 Restructuring Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | $ 2 | $ 0 | $ 6 | $ 0 |
Restructuring, Asset-Related,_5
Restructuring, Asset-Related, and Other Charges - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | 30 Months Ended | 45 Months Ended | 57 Months Ended | |||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2020USD ($)Employee | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017Employee | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring, asset-related and other charges | $ 9 | $ 34 | $ 37 | $ 49 | ||||||||||
Asset-related charges | 5 | 12 | 16 | 12 | ||||||||||
Environmental remediation liabilities | 14 | 10 | 53 | 60 | ||||||||||
Employee separation charges | 3 | 17 | 18 | 15 | ||||||||||
Employee separation related liability | 11 | 11 | $ 15 | $ 11 | $ 11 | $ 11 | $ 11 | |||||||
Severance costs | 18 | |||||||||||||
2017 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring, asset-related and other charges | 1 | 3 | ||||||||||||
Aggregate restructuring costs | 61 | |||||||||||||
Employee separation related liability | 0 | 0 | 1 | 0 | 0 | 0 | 0 | |||||||
Severance costs | (1) | |||||||||||||
2018 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Employee separation charges | $ 5 | |||||||||||||
2019 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Employee separation charges | 25 | |||||||||||||
Employee separation related liability | 2 | 2 | 14 | 2 | 2 | 2 | 2 | |||||||
Severance costs | 3 | |||||||||||||
2020 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Employee separation related liability | 7 | 7 | 0 | $ 7 | 7 | $ 7 | 7 | |||||||
Severance costs | 14 | |||||||||||||
Chemical Solutions [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges incurred | $ 34 | |||||||||||||
Methylamines And Methylamides Business [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Accelerated depreciation | 12 | 12 | ||||||||||||
Corporate Function Efforts [Member] | 2017 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Employee separation and asset related charges | 1 | 3 | ||||||||||||
Voluntary Separation Program [Member] | 2017 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of employees eliminated as a result of restructuring activities | Employee | 300 | |||||||||||||
Accrual of termination benefits recognized | $ 18 | |||||||||||||
Voluntary Separation Program One-Time Financial Incentives [Member] | 2017 Restructuring Program [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
One time financial incentives recognized over the period for participating employee to provide service | $ 9 | |||||||||||||
Operating Segments [Member] | Chemical Solutions [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Asset-related charges | 0 | 12 | 7 | 12 | ||||||||||
Operating Segments [Member] | Fluoroproducts [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Asset-related charges | 5 | 0 | 5 | 0 | ||||||||||
Operating Segments [Member] | Niagara Falls, NY [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring costs, excluding asset-related charges | $ 40 | |||||||||||||
Operating Segments [Member] | Decommissioning Costs [Member] | Niagara Falls, NY [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring, asset-related and other charges | 1 | 2 | 1 | |||||||||||
Operating Segments [Member] | Decommissioning Costs [Member] | Niagara Falls, NY [Member] | Maximum [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring, asset-related and other charges | 1 | |||||||||||||
Operating Segments [Member] | Additional Restructuring Charges [Member] | Niagara Falls, NY [Member] | Forecast [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Additional restructuring charges expected to be incurred | $ 4 | |||||||||||||
Operating Segments [Member] | Plant and Product Line Closures [Member] | Pascagoula, Mississippi [Member] | Chemical Solutions [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Asset-related charges | 10 | |||||||||||||
Property, plant, and equipment and other asset impairments | 6 | |||||||||||||
Environmental remediation liabilities | $ 4 | |||||||||||||
Environmental remediation liabilities paid over a period | 16 years | |||||||||||||
Employee separation charges | $ 2 | |||||||||||||
Number of employees eliminated as a result of restructuring activities | Employee | 75 | |||||||||||||
Operating Segments [Member] | Decommissioning, Dismantling, and Other Costs [Member] | Pascagoula, Mississippi [Member] | Forecast [Member] | Chemical Solutions [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Additional restructuring charges expected to be incurred | $ 9 | |||||||||||||
Corporate and Other [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Asset-related charges | $ 0 | 0 | $ 4 | 0 | ||||||||||
Corporate and Other [Member] | Decommissioning Costs [Member] | Deepwater, New Jersey [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring, asset-related and other charges | $ 4 | $ 1 | $ 18 | |||||||||||
Corporate and Other [Member] | Additional Restructuring Charges [Member] | Deepwater, New Jersey [Member] | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Restructuring charges incurred | $ 28 |
Restructuring, Asset-Related,_6
Restructuring, Asset-Related, and Other Charges - Restructuring Program Schedule (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | $ 15 |
Charges (credits) to income | 18 |
Payments | (22) |
Restructuring reserve, ending | 11 |
Chemical Solutions Site Closures [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 0 |
Charges (credits) to income | 2 |
Payments | 0 |
Restructuring reserve, ending | 2 |
2020 Restructuring Program [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 0 |
Charges (credits) to income | 14 |
Payments | (7) |
Restructuring reserve, ending | 7 |
2019 Restructuring Program [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 14 |
Charges (credits) to income | 3 |
Payments | (15) |
Restructuring reserve, ending | 2 |
2017 Restructuring Program [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning | 1 |
Charges (credits) to income | (1) |
Payments | 0 |
Restructuring reserve, ending | $ 0 |
Other Income (Expense), Net - C
Other Income (Expense), Net - Components of Other Income (Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income And Expenses [Abstract] | ||||
Leasing, contract services and miscellaneous income | $ 2 | $ 6 | $ 11 | $ 47 |
Royalty income | 1 | 6 | 9 | 16 |
Gain on sales of assets and businesses | 0 | 9 | 0 | 11 |
Exchange (losses) gains, net | (9) | 5 | (28) | 2 |
Non-operating pension and other post-retirement employee benefit income (cost) | 1 | (1) | 2 | 5 |
Total other (expense) income, net | $ (5) | $ 25 | $ (6) | $ 81 |
Other Income (Expense), Net -_2
Other Income (Expense), Net - Components of Other Income (Expense) (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Component of Other Income [Line Items] | ||||
Leasing, contract services and miscellaneous income | $ 2 | $ 6 | $ 11 | $ 47 |
European Union [Member] | Fluorinated Greenhouse Gas [Member] | ||||
Component of Other Income [Line Items] | ||||
Leasing, contract services and miscellaneous income | $ 1 | 2 | $ 3 | 38 |
Repauno, New Jersey Sites [Member] | ||||
Component of Other Income [Line Items] | ||||
Gain on sale of asset | $ 9 | $ 9 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||
Income tax benefit related to filing of 2019 U.S. federal income tax return | $ 11 | |
United States Internal Revenue Service [Member] | ||
Tax Credit Carryforward [Line Items] | ||
One-time tax benefit | $ 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net income attributable to Chemours | $ 76 | $ 76 | $ 200 | $ 265 |
Denominator: | ||||
Weighted-average number of common shares outstanding - basic | 164,762,621 | 163,815,483 | 164,556,139 | 165,254,084 |
Dilutive effect of the Company’s employee compensation plans | 1,851,050 | 1,325,380 | 1,209,143 | 2,780,874 |
Weighted-average number of common shares outstanding - diluted | 166,613,671 | 165,140,863 | 165,765,282 | 168,034,958 |
Basic earnings per share of common stock | $ 0.46 | $ 0.46 | $ 1.22 | $ 1.60 |
Diluted earnings per share of common stock | $ 0.46 | $ 0.46 | $ 1.21 | $ 1.58 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Average number of stock options | 1,676,765 | 3,195,601 | 4,607,057 | 1,893,011 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable, Net - Schedule of Accounts and Notes Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable - trade, net | $ 523 | $ 602 |
VAT, GST and other taxes | 43 | 59 |
Other receivables | 6 | 13 |
Total accounts and notes receivable, net | $ 572 | $ 674 |
Accounts and Notes Receivable_4
Accounts and Notes Receivable, Net - Schedule of Accounts and Notes Receivable (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts Notes And Loans Receivable [Line Items] | ||
Allowance for doubtful accounts receivable | $ 6 | $ 5 |
Trade Notes Receivable [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable - trade | $ 1 | |
Trade Notes Receivable [Member] | Maximum [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Accounts receivable - trade | $ 1 |
Accounts and Notes Receivable_5
Accounts and Notes Receivable, Net - (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | ||||
Bad debt expense | $ 2,000,000 | $ 2,000,000 | $ 1,000,000 | |
Maximum [Member] | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Bad debt expense | $ 1,000,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Net [Abstract] | ||
Finished products | $ 625 | $ 589 |
Semi-finished products | 175 | 189 |
Raw materials, stores, and supplies | 462 | 559 |
Inventories before LIFO adjustment | 1,262 | 1,337 |
Less: Adjustment of inventories to LIFO basis | (269) | (258) |
Total inventories | $ 993 | $ 1,079 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Net [Abstract] | ||
LIFO inventory amount | $ 639 | $ 674 |
Percentage of LIFO inventory | 51.00% | 50.00% |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | $ 9,391 | $ 9,413 |
Less: Accumulated depreciation | (5,973) | (5,854) |
Property, plant, and equipment, net | 3,418 | 3,559 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 7,678 | 7,600 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 1,155 | 1,174 |
Construction-in-progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 415 | 493 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment | 107 | 110 |
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 | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||||
Finance leased assets, gross | $ 75 | $ 75 | $ 68 | ||
Depreciation expense | $ 77 | $ 76 | $ 234 | $ 226 |
Investments in Affiliates - Nar
Investments in Affiliates - Narrative (Details) - Equity Method Investees [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments in Affiliates | ||||
Proceeds from sale of equity method investments | $ 21 | $ 40 | $ 68 | $ 104 |
Payments to acquire equity method investments | 38 | 48 | 107 | 215 |
Dividends | $ 1 | $ 4 | $ 4 | |
Maximum [Member] | ||||
Investments in Affiliates | ||||
Dividends | $ 1 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets - (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Capitalized repair and maintenance costs | $ 123 | $ 148 |
Pension assets | 73 | 59 |
Deferred income taxes | 66 | 40 |
Miscellaneous | 48 | 45 |
Total other assets | $ 310 | $ 292 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Compensation and other employee-related costs | $ 71 | $ 52 |
Employee separation costs | 11 | 15 |
Accrued litigation | 8 | 10 |
Environmental remediation | 97 | 74 |
Asset retirement obligations | 13 | 7 |
Income taxes | 98 | 65 |
Customer rebates | 60 | 72 |
Deferred revenue | 9 | 7 |
Accrued interest | 61 | 21 |
Operating lease liabilities | 67 | 66 |
Miscellaneous | 80 | 95 |
Total other accrued liabilities | $ 575 | $ 484 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) |
Debt Instrument [Line Items] | ||||
Finance lease liabilities | $ 63 | $ 59 | ||
Financing obligation | 94 | 95 | ||
Other | 13 | 6 | ||
Total debt | 4,127 | 4,196 | ||
Less: Unamortized issue discounts | (7) | (8) | ||
Less: Unamortized debt issuance costs | (25) | (28) | ||
Less: Short-term and current maturities of long-term debt | (32) | (134) | ||
Total long-term debt, net | 4,063 | 4,026 | ||
Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 878 | 884 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 397 | € 341 | 383 | € 344 |
Securitization Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Short-term debt | 110 | |||
6.625% Senior Unsecured Notes Due May 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 908 | 908 | ||
7.000% Senior Unsecured Notes Due May 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 750 | 750 | ||
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 524 | € 450 | 501 | € 450 |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 500 | $ 500 |
Debt - Components of Debt (Pare
Debt - Components of Debt (Parenthetical) (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) |
Debt Instrument [Line Items] | ||||
Financing obligation | $ 94 | $ 95 | ||
Discovery Hub [Member] | ||||
Debt Instrument [Line Items] | ||||
Financing obligation | 94 | 95 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 397 | € 341 | 383 | € 344 |
6.625% Senior Unsecured Notes Due May 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 908 | $ 908 | ||
Debt instrument interest rate | 6.625% | 6.625% | 6.625% | 6.625% |
7.000% Senior Unsecured Notes Due May 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 750 | $ 750 | ||
Debt instrument interest rate | 7.00% | 7.00% | 7.00% | 7.00% |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 524 | € 450 | $ 501 | € 450 |
Debt instrument interest rate | 4.00% | 4.00% | 4.00% | 4.00% |
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% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities - Narrative (Details) - USD ($) | Sep. 17, 2020 | Aug. 28, 2020 | Apr. 08, 2020 | Apr. 03, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility borrowed amount | $ 300,000,000 | $ 150,000,000 | |||||||
Repayment of outstanding borrowings | 300,000,000 | 150,000,000 | |||||||
Senior Secured Term Loan Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument term | 7 years | ||||||||
Term loan payments | $ 3,000,000 | $ 3,000,000 | 10,000,000 | $ 10,000,000 | |||||
Senior Secured Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument term | 5 years | ||||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 | ||||||||
Revolving credit facility borrowed amount | $ 300,000,000 | ||||||||
Long-term debt | 0 | 0 | $ 0 | ||||||
Letters of credit outstanding | $ 98,000,000 | $ 98,000,000 | $ 103,000,000 | ||||||
Commitment fee percentage | 0.20% | ||||||||
Repayment of outstanding borrowings | $ 100,000,000 | $ 200,000,000 | $ 150,000,000 | ||||||
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 | 1.90% | 1.90% |
Debt - Accounts Receivable Secu
Debt - Accounts Receivable Securitization Facility - Narrative (Details) - USD ($) | Mar. 09, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Line of Credit Facility [Line Items] | |||||
Proceeds from accounts receivable securitization facility | $ 12,000,000 | $ 125,000,000 | |||
Securitization Facility [Member] | Special Purpose Entity [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Net repayments of securitization | $ 110,000,000 | ||||
Receivable from securitization facility | $ 125,000,000 | $ 70,000,000 | 70,000,000 | ||
Percentage of fair value of sales receivables | 100.00% | ||||
Percentage of fair value on additional purchases of receivables | 100.00% | ||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | ||||
Proceeds from accounts receivable securitization facility | 289,000,000 | 646,000,000 | |||
Accounts receivable from securitization, amount derecognized | 292,000,000 | 646,000,000 | |||
Servicing and other fees on securitization | $ 1,000,000 | ||||
Securitization Facility [Member] | Maximum [Member] | Special Purpose Entity [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Servicing and other fees on securitization | $ 1,000,000 |
Debt - Other - Narrative (Detai
Debt - Other - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | |||
Other | $ 13 | $ 6 | |
Financing Arrangement [Member] | |||
Line of Credit Facility [Line Items] | |||
Funds borrowed for insurance premiums | 15 | $ 11 | |
Repayments to financing company | 2 | ||
Other | $ 13 | $ 6 |
Debt - Maturities and Fair Valu
Debt - Maturities and Fair Value - Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Apr. 03, 2018 | |
6.625% Senior Unsecured Notes Due May 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 6.625% | 6.625% | |
Debt instrument maturity date | May 31, 2023 | ||
Senior Secured Tranche B-2 U.S Dollar Term Loan Due April 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument maturity date | Apr. 30, 2025 | ||
Senior Secured Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 1.00% |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Senior Debt Principal Maturities (Details) - Senior Debt [Member] $ in Millions | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2020 | $ 3 |
2021 | 13 |
2022 | 13 |
2023 | 921 |
2024 | 13 |
Thereafter | 2,994 |
Total principal maturities on debt | $ 3,957 |
Debt - Estimated Fair Values of
Debt - Estimated Fair Values of Senior Debt Issues (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) |
Debt Instrument [Line Items] | ||||
Less: Unamortized issue discounts | $ (7) | $ (8) | ||
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 | 878 | 884 | ||
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 397 | € 341 | 383 | € 344 |
Securitization Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Short-term debt, Carrying Value | 110 | |||
6.625% Senior Unsecured Notes Due May 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 908 | 908 | ||
7.000% Senior Unsecured Notes Due May 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 750 | 750 | ||
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 524 | € 450 | 501 | € 450 |
5.375% Senior Unsecured Notes Due May 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 500 | 500 | ||
Level 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total senior debt, Carrying Value | 3,957 | 4,036 | ||
Total senior debt, Fair Value | 3,919 | 3,930 | ||
Less: Unamortized issue discounts | (7) | (8) | ||
Less: Unamortized debt issuance costs | (25) | (28) | ||
Total senior debt, net | 3,925 | 4,000 | ||
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 | 878 | 884 | ||
Long-term debt, Fair Value | 850 | 865 | ||
Level 2 [Member] | Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 397 | 383 | ||
Long-term debt, Fair Value | 385 | 378 | ||
Level 2 [Member] | Securitization Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Short-term debt, Carrying Value | 110 | |||
Short-term debt, Fair Value | 110 | |||
Level 2 [Member] | 6.625% Senior Unsecured Notes Due May 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 908 | 908 | ||
Long-term debt, Fair Value | 921 | 917 | ||
Level 2 [Member] | 7.000% Senior Unsecured Notes Due May 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 750 | 750 | ||
Long-term debt, Fair Value | 761 | 755 | ||
Level 2 [Member] | 4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, Carrying Value | 524 | 501 | ||
Long-term debt, Fair Value | 503 | 455 | ||
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 | $ 499 | $ 450 |
Debt - Estimated Fair Values _2
Debt - Estimated Fair Values of Senior Debt Issues (Parenthetical) (Details) € in Millions, $ in Millions | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) |
6.625% Senior Unsecured Notes Due May 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 908 | $ 908 | ||
Debt instrument interest rate | 6.625% | 6.625% | 6.625% | 6.625% |
7.000% Senior Unsecured Notes Due May 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 750 | $ 750 | ||
Debt instrument interest rate | 7.00% | 7.00% | 7.00% | 7.00% |
4.000% Senior Unsecured Notes Due May 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 524 | € 450 | $ 501 | € 450 |
Debt instrument interest rate | 4.00% | 4.00% | 4.00% | 4.00% |
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% |
Senior Secured Tranche B-2 Euro Term Loan Due April 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 397 | € 341 | $ 383 | € 344 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Noncurrent [Abstract] | ||
Employee-related costs | $ 107 | $ 113 |
Accrued litigation | 51 | 50 |
Environmental remediation | 301 | 332 |
Asset retirement obligations | 59 | 69 |
Deferred revenue | 5 | 8 |
Miscellaneous | 73 | 61 |
Total other liabilities | $ 596 | $ 633 |
Other Liabilities - Schedule _2
Other Liabilities - Schedule of Other Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Other Liabilities Noncurrent [Abstract] | ||
Asset retirement obligations | $ 72 | $ 76 |
Asset retirement obligation, liabilities incurred | 15 | |
Reduction in estimated cash outflows. liabilities settled | 20 | |
Accrued indemnification liability | $ 40 | $ 41 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Schedule of Components of Accrued Litigation (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 59 | $ 60 |
Asbestos [Member] | ||
Loss Contingencies [Line Items] | ||
Accrued litigation | 34 | 34 |
PFOA [Member] | ||
Loss Contingencies [Line Items] | ||
Accrued litigation | 21 | 20 |
All Other Matters [Member] | ||
Loss Contingencies [Line Items] | ||
Accrued litigation | $ 4 | $ 6 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Accrued Litigation and Balance Sheet Locations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Litigation: | ||
Current accrued litigation | $ 8 | $ 10 |
Long-term accrued litigation | 51 | 50 |
Total accrued litigation | 59 | 60 |
Other Accrued Liabilities [Member] | ||
Accrued Litigation: | ||
Current accrued litigation | 8 | 10 |
Other Liabilities [Member] | ||
Accrued Litigation: | ||
Long-term accrued litigation | $ 51 | $ 50 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Litigation - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | ||||
Mar. 31, 2020USD ($)plaintiff | Mar. 31, 2019USD ($)lawsuit | Mar. 31, 2017USD ($)lawsuit | Sep. 30, 2020USD ($)lawsuitwater_districtplaintiff | Dec. 31, 2004resident | Sep. 30, 2020USD ($)lawsuitSupplier | Dec. 31, 2019USD ($)lawsuit | Sep. 30, 2019lawsuit | |
Loss Contingencies [Line Items] | ||||||||
Accrual balance | $ 59,000,000 | $ 59,000,000 | $ 60,000,000 | |||||
Number of long island water suppliers filed lawsuits | Supplier | 8 | |||||||
Contract termination fees | 26,000,000 | $ 26,000,000 | ||||||
Mining Solutions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Long-lived assets | 145,000,000 | 145,000,000 | ||||||
Goodwill | 51,000,000 | 51,000,000 | ||||||
Other related prepaid costs | 10,000,000 | 10,000,000 | ||||||
Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, potential additional loss | 560,000,000 | $ 560,000,000 | ||||||
Funding for medical monitoring program [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Escrow deposit disbursements | $ 1,700,000 | |||||||
MDL Settlement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Date of agreement month and year | 2017-03 | |||||||
Total settlement amount | $ 670,700,000 | |||||||
PFOA MDL Settlement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging personal injury - Filed | lawsuit | 82 | 82 | ||||||
Number of individual plaintiffs | plaintiff | 2 | |||||||
Benzene Related Illness [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging illness | lawsuit | 18 | 18 | 16 | |||||
PFOA Matters [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual balance | $ 21,000,000 | $ 21,000,000 | $ 20,000,000 | |||||
Number of lawsuits filed | lawsuit | 3 | 3 | ||||||
PFOA Matters [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement payments | $ 25,000,000 | |||||||
Period of payments | 5 years | |||||||
PFOA Matters: Drinking Water Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual balance | $ 21,000,000 | $ 21,000,000 | $ 20,000,000 | |||||
Binding settlement agreement, class size | resident | 80,000 | |||||||
Number of water districts Company must provide treatment | water_district | 6 | |||||||
PFOA Matters: Drinking Water Actions [Member] | Funding for medical monitoring program [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, potential additional loss | $ 235,000,000 | $ 235,000,000 | ||||||
PFOA Matters: Additional Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging personal injury - Filed | lawsuit | 3,500 | |||||||
DuPont [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging illness | lawsuit | 50 | 50 | ||||||
DuPont [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement payments | $ 25,000,000 | |||||||
DuPont [Member] | Business Seeking to Recover Losses [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging illness | lawsuit | 2 | 2 | ||||||
Scheduled In June 2020 [Member] | PFOA MDL Settlement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of individual plaintiffs | plaintiff | 6 | |||||||
Compensatory and Emotional Distress Damages [Member] | PFOA MDL Settlement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency damages awarded value | $ 40,000,000 | |||||||
Consortium Damages [Member] | PFOA MDL Settlement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency damages awarded value | $ 10,000,000 | |||||||
AFFF [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of lawsuits filed | lawsuit | 4 | |||||||
PFAS Matters [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
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 | |||||||
Asbestos Issue [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lawsuits alleging personal injury - Filed | lawsuit | 1,100 | 1,100 | 1,100 | |||||
Accrual balance | $ 34,000,000 | $ 34,000,000 | $ 34,000,000 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities - Schedule of Components of Environmental Remediation Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | $ 398 | $ 406 |
Chambers Works, Deepwater, New Jersey [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | 19 | 20 |
East Chicago, Indiana [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | 14 | 17 |
Fayetteville Works, Fayetteville, North Carolina [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | 199 | 201 |
Pompton Lakes, New Jersey [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | 42 | 43 |
USS Lead, East Chicago, Indiana [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | 13 | 13 |
All other sites [Member] | ||
Environmental Remediation [Line Items] | ||
Accrued environmental remediation | $ 111 | $ 112 |
Commitments and Contingent Li_7
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Environmental Remediation Liabilites and Balance Sheet Locations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Environmental Remediation [Line Items] | ||
Current environmental remediation | $ 97 | $ 74 |
Long-term environmental remediation | 301 | 332 |
Total environmental remediation | 398 | 406 |
Other Accrued Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Current environmental remediation | 97 | 74 |
Other Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Long-term environmental remediation | $ 301 | $ 332 |
Commitments and Contingent Li_8
Commitments and Contingent Liabilities - Environmental - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)lawsuit | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)lawsuit | Sep. 30, 2019USD ($) | |
Environmental Remediation [Line Items] | |||||
Environmental remediation activities amount | $ 14 | $ 10 | $ 53 | $ 60 | |
Off-site Replacement Drinking Water Supplies [Member] | |||||
Environmental Remediation [Line Items] | |||||
Estimated disbursements amount | $ 57 | ||||
Accrued for operation, maintenance, and monitoring period | 20 years | ||||
Accrual for environmental remediation activities | 9 | $ 27 | |||
Accrual for environmental loss contingencies, changes in estimates | 3 | $ 7 | |||
Disbursements period | 20 years | ||||
On-site Surface Water and Groundwater Remediation [Member] | |||||
Environmental Remediation [Line Items] | |||||
Estimated cost of remediation | $ 142 | ||||
OM&M projected paid period | 20 years | ||||
PFOA [Member] | |||||
Environmental Remediation [Line Items] | |||||
Civil penalty and investigative costs | $ 13 | ||||
Percentage of efficiency to control PFAS | 99.999% | ||||
Air quality test maximum period to conduct | 90 days | ||||
Number of lawsuits filed | lawsuit | 3 | 3 | |||
PFOA [Member] | Fayetteville Works, Fayetteville, North Carolina [Member] | |||||
Environmental Remediation [Line Items] | |||||
Percentage of efficiency to control PFAS | 99.99% | ||||
Reduction of PFAS maximum period | 2 years | ||||
Percentage of baseline | 75.00% | ||||
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 | $ 560 | $ 560 |
Commitments and Contingent - Sc
Commitments and Contingent - Schedule of On-Site and Off-Site Components of Accrued Environmental Remediation Liabilities Related to PFAS (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Environmental Remediation [Line Items] | ||
Total accrued liabilities | $ 398 | $ 406 |
Fayetteville Works, Fayetteville, North Carolina [Member] | ||
Environmental Remediation [Line Items] | ||
Total accrued liabilities | 199 | 201 |
Fayetteville Works, Fayetteville, North Carolina [Member] | On-site Remediation [Member] | ||
Environmental Remediation [Line Items] | ||
Total accrued liabilities | 142 | 155 |
Fayetteville Works, Fayetteville, North Carolina [Member] | Off-site Groundwater Remediation [Member] | ||
Environmental Remediation [Line Items] | ||
Total accrued liabilities | $ 57 | $ 46 |
Commitments and Contingent Li_9
Commitments and Contingent Liabilities - Schedule of Current and Long-term Components of Accrued Environmental Remediation Liabilities and Balance Sheet Locations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Environmental Remediation [Line Items] | ||
Current accrued liabilities | $ 97 | $ 74 |
Long-term accrued liabilities | 301 | 332 |
Total environmental remediation | 398 | 406 |
Other Accrued Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Current accrued liabilities | 97 | 74 |
Other Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Long-term accrued liabilities | 301 | 332 |
Fayetteville Works, Fayetteville, North Carolina [Member] | ||
Environmental Remediation [Line Items] | ||
Total environmental remediation | 199 | 201 |
Fayetteville Works, Fayetteville, North Carolina [Member] | Other Accrued Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Current accrued liabilities | 39 | 20 |
Fayetteville Works, Fayetteville, North Carolina [Member] | Other Liabilities [Member] | ||
Environmental Remediation [Line Items] | ||
Long-term accrued liabilities | $ 160 | $ 181 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ in Millions | Jan. 26, 2017Periodshares | Sep. 30, 2020USD ($)shares | Mar. 31, 2020shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 3 | $ 4 | $ 12 | $ 18 | ||
Stock Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 1 | 2 | $ 8 | 8 | ||
Number of shares granted | 2,750,000 | 2,780,000 | ||||
Expiration period | 10 years | |||||
Stock-based compensation award vesting period | 3 years | |||||
Stock options outstanding | 7,870,000 | 7,870,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 1 | 1 | $ 5 | 5 | ||
Stock-based compensation award vesting period | 3 years | |||||
Shares issued upon conversion of equity award | 1 | 1 | ||||
Number of shares non-vested | 1,110,000 | 1,110,000 | ||||
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 | 530,000 | |||||
Performance Share Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 1 | $ 5 | ||||
Stock-based compensation award vesting period | 3 years | |||||
Number of shares granted | 540,000 | |||||
Shares issued upon conversion of equity award | 1 | 1 | ||||
Number of shares non-vested | 850,000 | 850,000 | ||||
Percentage of target award available for grant | 100.00% | |||||
Reduction in stock based compensation expense | $ | $ 1 | |||||
Performance Share Units [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of target award available for grant | 0.00% | |||||
Performance Share Units [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 1 | |||||
Percentage of target award available for grant | 250.00% | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common stock shares reserved for issuance | 7,000,000 | |||||
Consecutive offering periods | 12 months | |||||
Number of purchase periods in offer period | Period | 2 | |||||
Percentage of common stock discount rate equal to the fair value | 95.00% | |||||
Stock purchased under employee stock purchase plan, Value | $ | $ 1 | |||||
Stock purchased under employee stock purchase plan, Share | 105,000 | |||||
Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock purchased under employee stock purchase plan, Value | $ | $ 1 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions of Stock Option (Details) - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 0.94% |
Expected term (years) | 6 years |
Volatility | 53.18% |
Dividend yield | 6.93% |
Fair value per stock option | $ 3.74 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)contractInterestRateSwap | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)contractInterestRateSwap | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)contract | |
Derivative [Line Items] | |||||
Recognized gains (losses) on derivative cash flow hedge, pre-tax | $ (2,000,000) | $ 5,000,000 | $ (4,000,000) | $ 7,000,000 | |
Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | |||||
Derivative [Line Items] | |||||
Recognized gain (loss) on derivative, pre-tax | (32,000,000) | 33,000,000 | (40,000,000) | 36,000,000 | |
Reclassification on derivative, pre-tax | $ 0 | 0 | $ 0 | 0 | |
Foreign currency forward contracts [Member] | |||||
Derivative [Line Items] | |||||
Number of forward exchange currency contracts | contract | 20 | 20 | 16 | ||
Derivative notional value | $ 528,000,000 | $ 528,000,000 | $ 530,000,000 | ||
Foreign currency forward contracts [Member] | Not Designated as Hedging Instrument [Member] | Other Income (Expense), Net [Member] | |||||
Derivative [Line Items] | |||||
Derivative gains (losses) | 10,000,000 | 1,000,000 | 14,000,000 | ||
Gain (loss) reclassification to cost of goods sold on derivative cash flow hedge | $ 10,000,000 | 1,000,000 | $ 14,000,000 | ||
Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Number of forward exchange currency contracts | contract | 117 | 117 | 150 | ||
Derivative notional value | $ 86,000,000 | $ 86,000,000 | $ 124,000,000 | ||
Recognized gains (losses) on derivative cash flow hedge, pre-tax | (2,000,000) | 5,000,000 | (1,000,000) | 7,000,000 | |
Derivative cash flow hedge loss from accumulated other comprehensive loss to cost of goods sold to be reclassified with in twelve months | 3,000,000 | ||||
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 to cost of goods sold on derivative cash flow hedge | 1,000,000 | $ 2,000,000 | 5,000,000 | 8,000,000 | |
Foreign currency forward contracts [Member] | Maximum [Member] | Not Designated as Hedging Instrument [Member] | Other Income (Expense), Net [Member] | |||||
Derivative [Line Items] | |||||
Derivative gains (losses) | $ 1,000,000 | ||||
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 | |||
Number of interest rate swaps | InterestRateSwap | 3 | 3 | |||
Recognized gain (loss) on derivative, pre-tax | $ (3,000,000) | ||||
Amount expects to reclassify of net loss from accumulated other comprehensive loss to interest expense, net | $ 1,000,000 | ||||
Period expects to reclassify of net loss from accumulated other comprehensive loss to interest expense, net | 12 months | ||||
Interest Rate Swaps [Member] | Maximum [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | |||||
Derivative [Line Items] | |||||
Recognized gain (loss) on derivative, pre-tax | $ (1,000,000) | ||||
Interest Rate Swaps [Member] | Maximum [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | Senior Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative [Line Items] | |||||
Variable interest | 1.75% | ||||
Interest Rate Swaps [Member] | Maximum [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | Senior Secured Term Loan Facility [Member] | Base Rate [Member] | |||||
Derivative [Line Items] | |||||
Variable interest | 0.75% | ||||
Interest Rate Swaps [Member] | Maximum [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) | |||
Interest Rate Swaps [Member] | Minimum [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | Senior Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Derivative [Line Items] | |||||
Variable interest | 0.00% | ||||
Interest Rate Swaps [Member] | Minimum [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedge [Member] | Senior Secured Term Loan Facility [Member] | Base Rate [Member] | |||||
Derivative [Line Items] | |||||
Variable interest | 1.00% |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 5 | $ 1 |
Foreign currency forward contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 2 | |
Not Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member] | Accounts and notes receivable - trade, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 1 | |
Not Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member] | Other accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 1 | |
Cash Flow Hedge [Member] | Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member] | Accounts and notes receivable - trade, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 1 | |
Cash Flow Hedge [Member] | Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member] | Other accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 2 | |
Cash Flow Hedge [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Other accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 3 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Pre-tax Charge Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | $ (32) | $ 33 | $ (40) | $ 36 |
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) | (2) | 5 | (1) | 7 |
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) | |||
Euro Denominated Debt | Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) | (32) | 33 | (40) | 36 |
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 | 1 | 2 | 5 | $ 8 |
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 | $ 10 | $ 1 | $ 14 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic pension cost | $ (9) | $ (4) | ||
Net gain (loss) | $ 1 | 1 | (3) | |
Prior service (cost) benefit | (1) | (1) | 5 | |
Amortization of actuarial loss | 2 | $ 6 | 6 | 18 |
Amortization of prior service gain | (1) | (1) | (2) | (2) |
Curtailment gain | 4 | 4 | ||
Effect of foreign exchange rates | (3) | 9 | (4) | 10 |
Benefit recognized in other comprehensive income | 3 | 17 | 5 | 32 |
Pension Plan [Member] | Foreign [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | (4) | (3) | (11) | (9) |
Interest cost | (2) | (4) | (6) | (13) |
Expected return on plan assets | 4 | 12 | 12 | 38 |
Amortization of actuarial loss | (2) | (6) | (6) | (18) |
Amortization of prior service gain | 1 | 1 | 2 | 2 |
Settlement loss | (1) | (3) | (1) | (4) |
Curtailment gain | 1 | 1 | ||
Total net periodic pension cost | (3) | (3) | (9) | (4) |
Net gain (loss) | 1 | 1 | (3) | |
Prior service (cost) benefit | (1) | (1) | 5 | |
Amortization of actuarial loss | 2 | 6 | 6 | 18 |
Amortization of prior service gain | (1) | (1) | (2) | (2) |
Settlement loss | 1 | 3 | 1 | 4 |
Curtailment gain | 4 | 4 | ||
Effect of foreign exchange rates | (3) | 9 | (4) | 10 |
Benefit recognized in other comprehensive income | $ 3 | 17 | 5 | 32 |
Total changes in plan assets and benefit obligations recognized in other comprehensive income | $ 14 | $ (4) | $ 28 |
Long-term Employee Benefits (Na
Long-term Employee Benefits (Narrative) (Details) - Defined Benefit Pension Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions by employer | $ 3 | $ 2 | $ 17 | $ 15 |
Estimated future employer contributions in current fiscal year | $ 2 | $ 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,233 | $ 1,390 | $ 3,631 | $ 4,173 |
Adjusted EBITDA | 253 | 282 | 756 | 906 |
Depreciation and amortization | 79 | 78 | 240 | 232 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,233 | 1,390 | 3,631 | 4,173 |
Adjusted EBITDA | 253 | 282 | 756 | 906 |
Depreciation and amortization | 73 | 69 | 217 | 208 |
Operating Segments [Member] | Fluoroproducts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 533 | 636 | 1,657 | 2,034 |
Adjusted EBITDA | 112 | 122 | 350 | 461 |
Depreciation and amortization | 35 | 34 | 106 | 100 |
Operating Segments [Member] | Chemical Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 88 | 140 | 263 | 404 |
Adjusted EBITDA | 12 | 23 | 45 | 55 |
Depreciation and amortization | 6 | 5 | 16 | 18 |
Operating Segments [Member] | Titanium Technologies [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 612 | 614 | 1,711 | 1,735 |
Adjusted EBITDA | 129 | 137 | 361 | 390 |
Depreciation and amortization | $ 32 | $ 30 | $ 95 | $ 90 |
Segment Information - Narrative
Segment Information - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 79 | $ 78 | $ 240 | $ 232 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 6 | $ 8 | $ 23 | $ 24 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Adjusted EBITDA from Segments to Consolidated Net Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Segment Adjusted EBITDA | $ 253 | $ 282 | $ 756 | $ 906 |
Corporate and Other Adjusted EBITDA | (43) | (34) | (123) | (113) |
Interest expense, net | (53) | (53) | (160) | (156) |
Depreciation and amortization | (79) | (78) | (240) | (232) |
Non-operating pension and other post-retirement employee benefit income (cost) | 1 | (1) | 2 | 5 |
Exchange (losses) gains, net | (9) | 5 | (28) | 2 |
Restructuring, asset-related, and other charges | (9) | (34) | (37) | (49) |
Gain on sales of assets and businesses | 0 | 9 | 0 | 11 |
Transaction costs | (2) | (1) | ||
Legal and environmental charges | (1) | (5) | (12) | (43) |
Income before income taxes | $ 60 | $ 91 | $ 156 | $ 330 |
Segment Information - Reconci_2
Segment Information - Reconciliation of Segment Adjusted EBITDA from Segments to Consolidated Net Income Before Income Taxes (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Legal charges | $ 1 | $ 5 | $ 12 | $ 43 |
Repauno, New Jersey Sites [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gain on sale of asset | 9 | 9 | ||
GenX and Other Perfluorinated and Polyfluorinated Compounds [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Legal charges | $ 2 | $ 8 | $ 36 |