Good morning. My name is Rob, and I will be your conference operator today. At this time, I would like to welcome everyone to The Chemours Company Fourth Quarter and Full Year 2022 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you. Jonathan Lock, Senior Vice President and Chief Development Officer, you may begin your conference.

Hi. Good morning, everybody, and welcome to The Chemours Company's fourth quarter and full-year 2022 earnings conference call. I'm joined today by Mark Newman, President and Chief Executive Officer, and Sameer Ralhan, Senior Vice President and Chief Financial Officer. Before we start, I'd like to remind you that comments made on this call as well as in the supplemental information provided in our presentation and on our website contain forward-looking statements that involve risks and uncertainties, as described in Chemours' SEC filings. These forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events that may not be realized. Actual results may differ, and Chemours undertakes no duty to update any forward-looking statements as a result of future developments or new information. During the course of this call, management will refer to certain non-GAAP financial measures that we believe are useful to investors evaluating the company's performance. A reconciliation of non-GAAP terms and adjustments is included in our release and at the end of our presentation. As a reminder, our prepared remarks, a full transcript, and an audio recording, plus our earning deck, have been posted to our website alongside our earnings release. This morning's call will focus purely on Q&A. With that, I'll turn the call over to our CEO, Mark Newman.

Thank you, Jonathan, and thank you all for joining us this morning. I'd like to start this morning by first thanking our Chemours employees, the entire 6,600 strong Team Chemours for another great year, a year of improved results in revenue and earnings and high free cash flow conversion, a year in which we set several records, especially as we think of our TSS and APM businesses. But as you saw in the results we posted last night, we had a difficult fourth quarter. The results in the quarter were driven primarily by rising raw material costs, higher energy and logistics costs, which were further compounded by weaker-than-expected demand, mainly in our TT segment, which also feeds into our unit rate costs in the quarter. Clearly, the strong U.S. dollar and the winter storm at the very end didn't help, but clearly it was a weaker quarter. With that, we have stepped back and looked at the year; we had a great year. And with that in mind, as we look at how we set the 2023 guide, I'd like to make a few comments. Our guide, in my mind, reflects our confidence in the work that's already underway in TT to improve margins from where we left off in Q4 throughout the year, to deliver margins that will be essentially in line with fiscal year 2022. We have a great foundation with TVS, and we're adding to that work that we're doing on input costs and plant efficiency. In TSS, the growth thesis is intact, with mid to high-single digit top line growth and comfort in getting back to greater than 30% margins for the full year based on mix and volumes, especially as we bear in mind the step down in quotas starting in early 2024. In APM, the growth thesis in our advanced electronics and clean energy applications, which provide very high value in use, is also intact. From a bottom line perspective, clearly, there will be some fade on less strategic businesses, which will be impacted depending on the strength of the global macro environment. Nevertheless, with all these ingredients, we're confident in delivering margins consistent with last year in the low 20s. Finally, the team continues to work on a number of legacy issues, both in legal and environmental areas, as we continue to resolve legacy issues. With that, we expect higher Corporate and Other spend in the year. Overall, we're starting the year on a weaker note amidst a lot of global macro uncertainty, but the team is very focused on delivering another good year for Chemours in 2023. With that, Rob, I'll turn it over to you to open up for Q&A.

Your first question comes from the line of Duffy Fischer from Goldman Sachs.

First question was around TiO2. If you contemplate kind of your midpoint and the revenue guidance that you get, can I read into that that that's roughly or mostly, I guess, volume down and then maybe price off 1% or 2%, with a little bit of relief on the raw material side? Is that the right way to think about what the mid case feels like rolling through?

Duffy, I think that is a very good characterization. The way we're thinking of the year is a modest volume recovery in the second half, but overall, that would translate to volumes being down. Clearly, TBS is working from a price perspective, and the team is hard at work on the input cost side and efficiency. So maybe I'll ask Sameer to comment further on some of the work we're doing on the cost side.

Duffy, as you're going to look at the cost, definitely, we've started seeing some of the relief on that side. As we move through the year, we should start seeing the benefit of that. But I would just caution a little bit, as we move into Q1, we are carrying a little bit of inventory, as you know, from the Q4 into Q1. But as you move through the year, the input cost relief should help us on the margin side.

Fair enough. And then if you look back, you've had some good years in TiO2, kind of, let's say, three quarters of a billion dollars or better on EBITDA. What does it take for this business to get back to that level maybe over the next one to two to three years?

Ed and his team are really energized around getting this business over time back to sort of a mid-20s EBITDA target margin. What it will take is full plant utilization. Clearly, volumes are down overall as we look at 2023 today. We expect that will continue to improve as we go into 2024. And, clearly, the team is quite focused on the cost side of the equation, and candidly, where we might be able to also deploy capital in that regard. So, a lot of work ahead of us. But I think our view is, this is a business, this is the best TiO2 franchise, and we have a path to get here.

Your next question comes from the line of Arun Viswanathan from RBC Capital Markets.

Yeah, I guess I wanted to go back to a similar topic. So you addressed some of the improvement in TiO2. I guess on the TSS and APM side, I understand that the 2024 outlook definitely would get you back to that high-single-digit growth. But in 2023, I know you faced tough comps in the first half, especially given the pricing that you realized last year, double-digit gains in both businesses. So we're also hearing some weakness on the electronics value chain as it pertains to APM. So could you just help us flush out how those two businesses kind of evolve through the year? And would you expect that those two businesses kind of grow in line with your targets in 2023 on an EBITDA basis? Or how should we think about that?

We certainly expect, as I said, at the opening, continued growth in line with our long-term forecast on TSS in 2023. Clearly, we're continuing to see growth in the deployment of our low global warming Opteon refrigerants as more and more stationary OEM players move to Opteon blend. So, really good growth there. We are expecting growth in auto OEMs this year, consistent with the ISA's outlook. A big part of the TSS business is aftermarket, the replacement market in the stationary business, and a growing pool of vehicles that require HFO technology. Let me just say, we're seeing good demand signals here. Clearly, with the quota now in place, this is the second year; we don't expect the same kind of price delta as we saw going into last year. But, certainly, market dynamics continue to be very favorable, with an effective quota regime. On APM, we remain sold out on a number of product lines. We're sold out on Teflon PFA. And yeah, while there's some weakness in the electronics market, new semiconductor fabs, especially where a U.S. supply chain is favored, are moving forward. On our hydrogen economy business, there's a huge backlog on electrolyzers and PEM membranes required for those electrolyzers. So, Denise and her team, while we're seeing some fade in less strategic products, are really working at opening up capacity to meet customer demand in some of our higher value applications, which we're investing in also with some of the investments we announced last year. Overall, I think we're quite confident in the growth thesis of both TSS and APM.

And just as a quick follow up, a couple of years ago, you had mentioned about $125 million annual headwind from illegal imports of refrigerants into Europe from China. Is that still the range of what you're seeing? Or is that also less imports into there? Would that also be a tailwind that you'd experience in TSS?

I think we would see that the situation in Europe has improved. We continue to do a lot of work as an industry to monitor illegal imports. My sense is, as we're moving more and more to Opteon blends in the European equipment base, that's becoming less of a factor on its own. Sameer, I don't know if you have any other thoughts?

I think, Mark, you laid it out pretty nicely. Arun, as you look at the guide and the impact that you laid out, our guide, of course, anticipates that there's no further deterioration in any of the illegal import situations than you've seen in the past. But at the same time, we're really excited about the growth that's coming from the U.S. side, right, with the AMAC and there's a much better regulatory regime, much better enforcement regime around these products. So we feel very good about that. The team is really focused on pricing the products based on value, a value-based strategy here. So, we feel really good about TSS business.

Your next question comes from the line of John McNulty from BMO Capital Markets.

So on TSS, it had a wild ride in 2022, with some huge numbers in the first three quarters. And then, fourth, look, you guys warned, hey, raw materials are going to pinch us at some point. Certainly seemed to nick you a good bit more than I think we were expecting it to. So I guess, can you help unpack that? And then, I guess, with your optimism for hitting 30%-plus in 2023 in terms of the margins or kind of going back to your normal-ish levels, I guess, how should we think about the cadence of the recovery there and maybe even a little bit of color for 1Q would be helpful.

So John, let me start, and then I'll ask Sameer to give you some added color on sort of Q4 margins and some of the mechanics and calculus behind the numbers. Let me start by saying, we are fully – I would say, let me start by saying, Q4 in TSS was weaker than we expected. While we were projecting lower margins in the quarter, we were disappointed with our own results in the quarter. Sameer will take you through how the math works. As it relates to 2023, Q4 and the unique attributes of Q4 should not be viewed as overshadowing the year we expect ahead of us in 2023. While we don't give a quarterly guide on any of our segments, we would expect our margin recovery to start early in the year. As I said, we expect our full-year margins to be north of 30%, consistent with our long-term guide. So maybe I'll ask Sameer to give us some more color on Q4.

As we look at the Q4 margin on the TSS side, it's really driven by three factors. First one is really what you would expect the typical seasonality in the business because, in the fourth quarter, our product mix tends to be more southern hemisphere based. So these are lower margin products for us. From a seasonality perspective, the Q4 margins generally are going to be a little lower than the second and third quarter. But then the other two factors were really kind of specific to the timing at this point. First one is the raw material inflation that hit us, as some of the products coming that were exporting saw their prices increase. The other one was lower fixed cost absorption, which happened because of the planned turnarounds in the early part of the quarter, and then in December, the winter storm had a significant impact on the business as well at corporate. So those two are driving the unit rates. Given that we are a LIFO company, we took a lot of that cost upfront in this quarter. As we go into Q1 and into 2023, the margins should moderate back towards the guidance that we have given for the longer-term margin of the business.

And then on the APM business, so, for the first time, you're kind of breaking it out now into two new segments. I guess, can you help us to understand the margin profile roughly? Obviously, you didn't give it, so maybe you don't want explicit detail out there. But how should we think about maybe the difference in the margins between them, considering, one is higher growth and seems like certainly higher value, but you're also investing a lot in it? And one maybe is a little bit – taking less investment, but also may be a little bit less value add? So I guess, can you help us to think about the margin differential there?

I'd say our entire APM portfolio has very good or very high variable margin. But, clearly, value in use on something like a PEM membrane in an electrolyzer or a very high purity PFA for small node semiconductor applications carries a premium to the average portfolio. I think the intent of breaking out our Performance Solutions versus our Advanced Materials was really to demonstrate the growth rate over time. The numbers in the chart, using three years of financials, start with the COVID year. So, the growth rates are probably a little higher on our advanced materials than we would expect over time. Recall that we expect the growth in our Performance Solutions to really start to accelerate as we approach the middle of the decade. So we felt it was important for investors to reflect that double-digit growth rate, which is a multiple of GDP as we move forward, and clearly, we view that as a premium business, both in terms of a strategic value and margin to the rest of the portfolio.

Your next question comes from the line of Matthew DeYoe from Bank of America.

Can you talk through just the working capital headwinds to cash flow, thinking primarily inventories? How will that balance out? Is that going to drive lower operating leverage in 1Q? And I guess what should we think for working capital, headwinds/tailwinds, for the year?

Matt, why don't I take this one and Mark can comment afterwards. Essentially, as we look at the working capital, really, it's predominantly in the TT business that you've seen in Q4, as we move into 2023, into Q1 and beyond. Q1, as you know, seasonally, we typically consume working capital because of the seasonal portion of the TT business and the TSS business. So, we will consume working capital in Q1. But as we move through the year, we should be able to release that working capital, and that's reflected in the guide that we've given for the free cash flow greater than $350 million.

I want to talk about PFS as there is a potential or proposed ban in Europe and wondering what that looks like for your thoughts on the Nafion expansion in France. And I guess conversely, 3M announced that it was closing some of its PFS or all of its PFAS operations. What are you thinking about – how are you thinking about that as an opportunity for your business and potential market share gains in the next years?

Maybe I'll start with the 3M first. Clearly, the way we think about it, fluorine chemistries are essential. We believe, based on our technology, that they can be made responsibly. So, we continue to make significant investments in driving that growth, whether it's for semiconductor applications, especially as countries around the world look at shoring up their own semiconductor supply chain, or whether it's in hydrogen – renewable hydrogen, where we're really focused. If you want these technologies, our view today is fluoropolymers are the best solutions for those needs. Clearly, 3M made a decision based on what they thought was prudent for them and their shareholders. We think it's prudent to continue investing in making fluoropolymers responsibly for the next generation of the economy. As we think about the dossier in Europe, clearly, that's a multi-year process. We will be very engaged, working with our customers and the same industries that I just talked to, to make it very clear to regulatory authorities that this is a chemistry that Europe should embrace, and they should embrace participants like ourselves, who can make this chemistry responsibly. We have always been an advocate of science-based regulations. In fact, we have science-based targets in our scope 1, 2, and 3 missions. This is the beginning of a long journey as it relates to the dossier. But you can expect that we will be very involved and vocal with our customers about why we believe fluorine chemistry has a place in modern society.

Your next question comes from the line of Josh Spector from UBS.

I want to see if I could try again on the cadence of earnings through the year. I've been getting a lot of questions from investors about – really for first quarter and what that looks like. Is there any way you can frame a range of what you're assuming there? Or maybe first half, second half? And then, relatedly, when you look at your range for the year, the low end, you talked about recessionary conditions. What really plays out in that scenario? I guess, how conservative is that relative to what you're seeing today?

Clearly, the team's really focused coming off of Q4 to drive improved results, starting in Q1. So, let me just say, the team's fully energized around delivering a great year, and we need to make every quarter count. As I think about – as Sameer alluded to, there were some cost issues in Q4 that were unique to Q4. Clearly, we've started to see on some of the input costs some rollover starting already. If you're looking at natural gas prices in the US, which really impacts our TT operations, you're seeing a big improvement there. You're seeing a weaker U.S. dollar, which is also helpful. So, I'd say that there were some unique cost issues in Q4, which we would not expect to repeat in Q1. On the demand side, clearly TT is going to start off the year in a weaker place. But we expect some moderation based on the end of destocking in Europe, the improvement in Asia after the Lunar New Year, and we're continuing to see the US hang in there as we move through the year. As we said earlier, our TSS franchise is very strong, and we would expect to see a good start to the year starting in Q1. On APM, yes, we have the higher costs on some of the input costs flowing through, which really impacted Q4, but also we see in the year the ramp-up of growth by relieving capacity constraints in some of our higher value applications. So, listen, I think it will be a journey throughout the year. But, clearly, I want to make it clear that we're very focused on making every quarter count. Maybe I'll ask Sameer to give a little more color.

Josh, as you're looking at the three businesses, on the TT side, as you look through the year, as we said in the prepared remarks and in the investor deck, we anticipate the destocking to near the end. So, as we think about the rest of the years, the demand recovery, the behavior model, and what you see in the guide is really through the second half of 2023. It's a very slow ramp that we have at this point. On the TSS side, only one thing additive I would say to what Mark has already said is, given all the market and regulatory dynamics, we feel pretty good from the demand perspective. We still believe, as we look at the reopenings post-COVID, there's still a backlog on the commercial side. So, we anticipate that to provide the tailwinds as we get into the spring season, especially in the first half of the year. APM has lesser seasonality, but the trend should be similar to this year.

Maybe if you could just comment on the lower end of the guide, I guess what's baked in there in terms of recessionary expectations? And just I guess, a follow-up to the prior one, could you size the cost benefit you expect to see sequentially?

If you look at the low end side in a modest recession, what we have assumed is that the US will have a more modest recession, and also the recovery in Europe and Asia will be delayed until 2024. That's the way we're going to model from an economic scenario point of view. Of the three businesses, as you know, TiO2 is the most economically sensitive business. So, that's a big part of the guide range.

Your next question comes from the line of Hassan Ahmed from Alembic Global Advisors.

I'm just taking a look at the guidance for 2023, and specifically on the TT side of things, you guys had adjusted EBITDA margins of 7% in Q4. If I take a look at the commentary you're giving or baking into 2023 guidance, you're talking about 2023 adjusted EBITDA being similar to 2022, so call it around 18%. So, I'm just trying to understand how we bridge to that.

Clearly, we would expect to see margin improvement in TT starting in Q1. As Sameer said, some of the higher cost inventory will still be flowing through the P&L. But already, we're seeing some improvement in input costs that will start to impact our business in Q1. The guide, as Sameer said, the bottom and the top end of the range are rarely tied to how strong or weak the second half recovery is with respect to TT volumes. I'd say, for the full year, we are expecting volumes to be down year-over-year slightly. But the range of volume delta to 2022 will depend on the second half recovery. As we get better utilization of our plants in the second half and lower input costs, we arrive back at a full year EBITDA margin in line with 2022.

Hassan, just one more thing I would say on the margin side to what Mark just said is, the margin recovery will be through the year. You're not going to see getting 18% right away, but this will be margin recovery through the year as the things that have started easing up on the cost side, thanks for the great work with the team and also on the commercial side by Ed and team, those things should really start flowing and benefiting the P&L and the margin as we go through the year. So it'll be a modest improvement for the year.

As a follow-up, just sticking to the guidance, and now on the EPS side of things, I take a look at the EPS range for 2023 you guys have given, and it assumes flat sort of shares outstanding, right? You guys obviously repurchased $144 million in shares in Q4, $495 million in 2022. So I'm just trying to understand how we should think about sort of the run rate for buybacks and as it relates to the guidance as well.

Clearly, we keep the share count constant, as you noted, Hassan, in our guidance. We have demonstrated historically our willingness to return cash to shareholders while also deleveraging and funding the escrow, if you saw how we deployed capital. As you think about this year, with our free cash flow guide of greater than $350 million, the way I think about capital allocation this year is we're stepping up our investment in growth to fund really high return applications in both TSS and APM. Clearly, we think we're at a prudent leverage ratio today, but we will also keep in mind, and we have an approval from our board around stock repurchases. Clearly, as we think of the year also, I would just say we're keen to resolve legacy claims against the company. We want to factor that in mind as we think of the five key strategic priorities, which drive value for shareholders over time. The point is well taken on the share count. We will continue to deploy capital against the four key priorities, the top four, but we'll also use capital allocation wisely to drive or augment the value from those first four priorities as we move forward in time.

Your next question comes from the line of Vincent Andrews from Morgan Stanley.

In your TiO2 comments, you talk about the recovery through the year. You've spent a lot of time referencing Europe and Asia and China, which is easy to understand. Could you talk about sort of the end markets? And I think we all have a pretty good idea of what's going on in paint and coatings, but what about the balance of the book? What are you seeing in terms of how those customers are behaving? And what is your expectation for how their volume is going to flow through the year?

Clearly, as we think of our TiO2 business globally, the majority of our product ends up in architectural coatings. The US market continues to be robust. There is still, if you listen to some of the calls by coating customers, a backlog on the professional side. Europe is primarily a coatings market for us as well. We had seen pretty significant destocking in the second half, especially in Q4. We're seeing signs that that's moderating. China is a high-end coating market for us, also a laminate market. We're also big in laminates in Europe. Those markets are tied to end consumer demand in, whether it's furniture or flooring or kitchen cabinets. In Europe, I think the expectation is we will start to see some return as the end consumer becomes less stressed as it relates to energy costs. Finally, the last part of our businesses is in plastics. That tends to be more tied to global macro, I would say generally. But even there, if we look strong auto globally and other applications like that, we would expect a continued recovery throughout the year as well off of what we saw in the second half of last year.

Just as a follow-up, I just wasn't 100% clear on TSS in the fourth quarter on the volume side of the equation and whether that came in below your expectations and what caused it?

I'd say, TSS seasonally, Q4 is a weak quarter. As you know, the season can either be relatively good or relatively weak. I would say, in our volumes, we're somewhat lower than expectation. What transpired in Q4, which Sameer took us through in detail, is more related to some movements on the cost side. So, it's seasonally a weak quarter. We had some significant plant turnarounds, or TARs, as we call them, that were completed in Q4. You always have the startup from a major TAR, and you have a lot of cost being absorbed as you bring your plants online. Then we had the winter storm at the end, which also resulted in either lower operating rates or higher costs related to how we operated the plants after the storm. I'd say Q4 from a TSS perspective had elements of slightly weaker demand. But I would say the cost factors were probably more significant in terms of the margin compression that we saw.

Your next question comes from the line of John Roberts from Credit Suisse.

Could you comment on the backlog for Nafion? And do you think the backlog accelerates in 2023 after the IRA? And how far out are you taking orders?

As I understand it, there was a two-year backlog on PEM electrolyzers before IRA. With IRA, the inbound requests for access to our capacity are significant. Denise and her team are really working hard to unlock existing capacity. We're involved in hydrogen in a very significant way. We have the announced joint venture with FUMATECH in Germany. We're a partner in the hydrogen hub application for West Virginia. We also announced the partnership with the DoD on clean hydrogen at our facility here with the University of Delaware. A lot is going on in the hydrogen space. Chemours continues to be extremely relevant in the work we're doing both on improving membranes but also improving our volumes to meet the significant backlog in announced projects globally.

You mentioned higher legal costs in 2023. Is that related to preparing for the first trial for PFAS or increased settlement negotiations or something else there?

Yeah. I'd say we've been in settlement discussions regarding the water utility cases and have now progressed those discussions through the court-appointed mediator. In anticipation of the work we're doing there and other aspects, we're also very focused there. We have a number of major remediation projects to bring online that we're completing. But we'll ask Sameer to give some more granularity.

I think, Mark, you touched it. John, the way I would think about the guide on the Corporate and Other side, which I'm assuming you're referring to, it's a combination of both the legacy environmental and some of the legal costs. So it's not just legal.

There are no further questions at this time. Mr. Mark Newman, I turn the call back over to you for some final closing remarks.

Thanks, Rob. Again, we're really excited as we look into the new year, where we're going with Chemours in our next chapter. We're really excited about the work we're doing to drive improved results in TT and prosecuting the growth in TSS and APM, as well as resolving some of the legacy issues that we've had since our inception. A lot of good work here is being done. I look forward to seeing as many of you as possible this year and getting the word out on what Chemours is doing around sustainability-led growth going forward. Thank you and look forward to seeing you all this year.

This concludes today's conference call. Thank you for your participation. You may now disconnect.