Form 10 Presentation
Transcription
Form 10 Presentation
CHEMOURS FORM 10 HIGHLIGHTS April 21, 2015 Forward Looking Statements This document contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “believes,” “intends,” “estimates,” “anticipates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, are forward looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company’s control. Some of the important factors that could cause the company’s actual results to differ materially from those projected in any such forward-looking statements are: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; ability to respond to market acceptance, rules, regulations and policies affecting products based on biotechnology; significant litigation and environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters; ability to protect and enforce the company’s intellectual property rights; successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses and successful completion of the proposed spinoff of the Performance Chemicals segment including ability to fully realize the expected benefits of the proposed spinoff. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information. 2 Performance Chemicals Separation Background DUPONT THE CHEMOURS COMPANY • Leading technologies • Leading businesses • Science leverage across businesses • Customer focused applications • Customer focused applications development development • Low cost production • Targets secular driven growth • Capital productivity • Innovative products; robust pipeline • Sustainable operator • Global reach and productivity • Regulatory leadership and advocacy • Maintain Investment Grade • Target credit rating: High Yield (BB) MISSION: Growth Differentiated innovation platform MISSION: Cash Generation Industry leadership and productivity Creating Two Highly Competitive Companies With Distinct Value Creation Strategies 3 Performance Chemicals Separation Timeline Form 10 Amendments Initial Form 10 Filing - Pro forma financial statements - Capital Structure and Dividend Policy Debt Road Show Equity Road Show Expected Spin December 2014 January–June 2015 Early 2nd Quarter 2015 June 2015 July 2015 On Track to Expected Completion of Separation July 1, 2015* * Pending final approval from DuPont’s Board of Directors.. 4 Update 5 The Chemours Company at a Glance 2014 Sales by Segment Overview • Leading global provider of performance chemicals • Reporting segments include Titanium Technologies, Fluoroproducts, and Chemical Solutions Chemical Solutions 18% Fluoroproducts 36% • Approximately 9,100 employees Titanium Technologies 46% • 37 production facilities located in 12 countries (at separation) 2014 Sales by Region Form 10 - Key 2014 Financials ($B) Segment Sales $6.4 Gross Profit $1.4 % Margin 21% Adjusted EBITDA % Margin $0.9 14% Latin America 15% North America 43% Asia Pacific 24% EMEA 18% 6 Titanium Technologies Segment Overview The leading global producer of titanium dioxide (“TiO2”), a premium white pigment used to deliver opacity Key Information 2014 Sales $2.9B 2014 Adjusted EBITDA* $759 Million Key Products Ti02 Key Applications Coatings, Plastics, Laminates, Paper Products Competitors Cristal, Huntsman, Kronos, Tronox * Adjusted EBITDA does not include allocations for corporate costs. 7 Fluoroproducts Segment Overview A leading global provider of fluoroproducts, such as refrigerants and industrial fluoropolymer resins Key Information 2014 Sales $2.3B 2014 Adjusted EBITDA* $330 Million Key Products Krytox® Performance Lubricants, Teflon® PTFE Resins, Formacel® Foam Expansion Agents, Isceon® and Opteon® Refrigerants Key Applications Aerospace, Automotive, Household and Consumer, Polymer Intermediates, Refrigeration, HVAC Competitors Honeywell, Arkema, Mexichem, Daikin, Solvay, Dyneon * Adjusted EBITDA does not include allocations for corporate costs. 8 Chemical Solutions Segment Overview A leading North American provider of industrial and specialty performance chemicals used in gold production, oil refining, agriculture, industrial polymers and other industries Key Information 2014 Sales $1.2B 2014 Adjusted EBITDA* $29 Million Key Products Aniline, Sodium Cyanide, Amines, Amides, Sulfuric Acid Key Applications Gold and Silver Mining, Refining, Water Sanitation and Treatment, Agriculture Chemicals, Surfactants Competitors Orica, Cyanco, Solvay, Chemtrade, Evoqua, OxyChem * Adjusted EBITDA does not include allocations for corporate costs. 9 Form 10 – Amendment No. 2 10 The Chemours Company – What’s Changed Approximately $4B in Debt Issuance • Combination term loans, and senior unsecured notes • Weighted average estimated interest rate of 5.75% • Focused on maintaining BB ratings profile • Expect to have an available Revolving Credit Facility that is undrawn Chemours Expected to Declare a Dividend for 3Q, 2015 of $100 million in Aggregate to Shareholders* Separation Activities Continue • Physical plants separated • New systems established • Legal entities created in 2014 and operating in 2015 • Strong governance continues Pro Forma Financial Information • Key adjustments – pension and debt • 2014 FY actuals Intended NYSE Listing Under Symbol “CC” *To be paid to Chemours’ stockholders as of a record date post separation. 11 The Chemours Company – Balance Sheet* 12/31/2014 Total Assets $6.0B Key Components: Accounts & notes receivable – trade, net $0.8 Inventories and other current assets $1.2 Net property, plant & equipment $3.3 Non-current assets $0.7 Total Liabilities $2.3B Key Components: Accounts payable $1.0 Other current liabilities $0.4 Non-current liabilities $0.9 Net Investment $3.7B *Before Pro Forma adjustments. 12 The Chemours Company – 2014 Segment Results Compared to 2014 DuPont Performance Chemicals ($ Millions) ( $170) $257 ($105) $913 Perf Chem PTOI (DuPont)* DuPont 10-K Including Viton® 2014 Corporate Expenses $638 Chemours Adjusted EBIT** $895 Chemours Adjusted EBITDA** Chemours Form 10 Chemours Form 10 Legal, Environmental & Other Costs 2014 Deprec. & Amort. 2014 Key Differences Includes costs not previously charged to segment results Chemours Adjusted EBIT includes $492 of allocated leveraged functional service and corporate expenses, ~$322 of which were included in historical DuPont Performance Chemicals PTOI. The $170 of additional corporate expenses represents an estimate of Chemours’ portion of DuPont’s corporate costs necessary for Chemours as a stand-alone company within DuPont. Legal, Environmental & Other Costs primarily represent costs for matters that will be indemnified by Chemours after the separation * Represents 2014 results for DuPont’s Performance Chemicals segment, reflecting the reclassification of Viton ® fluoroelastomers from Performance Materials to Performance Chemicals. Segment PTOI excludes non-operating pension, other post-employment benefit costs and exchange gains and (losses). ** Chemours Segment Adjusted EBIT and EBITDA excludes non-operating pension and other postretirement employee benefit costs and exchange gains (losses). 13 The Chemours Company – Statement of Cash Flows Statement of Cash Flows ($MM) 2012 Cash Provided by Operating Activities $1,390 Cash Used for Investing Activities $(429) Net Cash Flow to/(from) DuPont 2013 $798 2014 $505 2014 Cash Flow Commentary Cash Provided by Operating Activities • Cash provided by operating activities for 2014 declined by $293 million due to: • A litigation settlement payment of $72 million • Working capital adjustments – timing of payments to secure favorable raw material terms • Lower earnings from lower sales $(424) $(560) Cash Used for Investing Activities • Cash used for investing activities for 2014 increased by $136 million primarily due to Altamira expansion investment $961 $374 $(55) 14 Appendix 15 The Chemours Company – 2014 Segment Profitability $MM Titanium Technologies Fluoroproducts Chemical Solutions Corporate and Other Total $2,937 $2,327 $1,168 - $6,432 Adjusted EBITDA 759 330 29 (223) 895 Depreciation and Amortization 125 83 48 1 257 Net Sales Adjusted EBIT $638 Non-operating pension and other benefit costs $(22) Exchange Losses $(66) Income Before Tax $550 4/22/2015 16 Copyright©©2014 Copyright 2015DuPont DuPontororitsits affiliates. affiliates. 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