SEC Info - Element Solutions Inc. - ‘8-K’ for 2/21/23

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Element Solutions Inc. – ‘8-K’ for 2/21/23

On: Tuesday, 2/21/23, at 4:21pm ET · For: 2/21/23 · Accession #: 1590714-23-25 · File #: 1-36272

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/23  Element Solutions Inc.            8-K:2,9     2/21/23   11:1.8M

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     38K 
 2: EX-99       Ex-99.1 2022.12.31 Earnings Release                 HTML    624K 
 6: R1          Cover Document                                      HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- esi-20230221_htm                    XML     22K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- esi-20230221_lab                      XML     71K 
 5: EX-101.PRE  XBRL Presentations -- esi-20230221_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- esi-20230221                          XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0001590714-23-000025-xbrl      Zip    374K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

esi-20230221

i 0001590714 i FALSE00015907142023-02-212023-02-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM i 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i February 21, 2023

________________________________________________________

i Element Solutions Inc

________________________________________________________

(Exact name of registrant as specified in its charter)

i Delaware

i 001-36272

i 37-1744899

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

i 500 East Broward Boulevard,

i Suite 1860

i 33394

i Fort Lauderdale,

i Florida

(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code: ( i 561) i 207-9600

Not Applicable

________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


i ☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
i Common Stock, par value $0.01 per share	i ESI	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company			i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 21, 2023, Element Solutions Inc ("Element Solutions") issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"), Element Solutions has provided the following non-GAAP financial measures: EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share (EPS), adjusted common shares outstanding, free cash flow, net debt to adjusted EBITDA ratio, organic net sales growth, first quarter 2023 guidance for adjusted EBITDA growth relative to the fourth quarter of 2022, and full year 2023 guidance for constant currency adjusted EBITDA and adjusted EBITDA growth, adjusted EPS and free cash flow. Element Solutions also evaluates and presents its results of operations on a constant currency basis. Investors are encouraged to refer to the Non-GAAP Measures section in the press release for definitions and reconciliations of these non-GAAP measures.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Element Solutions, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:


Exhibit Number						Description
99.1						Press release, dated February 21, 2023, relating to the financial results of Element Solutions for the fourth quarter and full year ended December 31, 2022 (furnished only)
104						Cover Page Interactive Data File (formatted as Inline XBRL)(furnished only)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						ELEMENT SOLUTIONS INC
						(Registrant)
February 21, 2023						/s/ *Michael Russnok*
(Date)						Michael Russnok
						Chief Accounting Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	2/21/23	None on these Dates
	12/31/22
		List all Filings

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Filing Submission 0001590714-23-000025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Element Solutions Inc. – ‘8-K’ for 2/21/23

On: Tuesday, 2/21/23, at 4:21pm ET · For: 2/21/23 · Accession #: 1590714-23-25 · File #: 1-36272

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Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K

Filing Table of Contents