UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36794 The Chemours Company (Exact Name of Registrant as Specified in Its Charter) Delaware 46-4845564 (State or other Jurisdiction of Incorporation or Organization) (I.R ...

The Chemours Company (NYSE:CC) Q2 2021 Earnings Conference Call July 30, 2021 8:30 AM ET Company Participants Jonathan Lock - Vice President of Corporate Development & Investor Relations Mark Newman - President and Chief Executive Officer Sameer Ralhan - Senior Vice President and Chief Financial Officer Conference Call Participants John McNulty - BMO Capital Markets Bob Koort - Goldman Sachs Josh Spector - UBS Hassan Ahmed - Alembic Global Advisors Vincent Andrews - Morgan Stanley Arun Viswanathan - RBC Cap ...

The Chemours Company Second Quarter 2021 Earnings Presentation July 30, 2021 Safe Harbor Statement and Other Matters 2 This presentation contains forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fac ...

Part I [Interim Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Interim%20Consolidated%20Financial%20Statements) This section presents Chemours' unaudited interim consolidated financial statements, detailing operations, balance sheets, cash flows, and notes on segments, debt, and PFAS liabilities [Financial Statements (Unaudited)](index=3&type=section&id=Interim%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) The company reported significant year-over-year growth in Q2 2021, with net sales reaching $1.66 billion and net income $66 million, alongside increased assets and operating cash flow Consolidated Statements of Operations Highlights (Unaudited) | Indicator (in millions) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $1,655 | $1,093 | $3,091 | $2,398 | | **Gross Profit** | $264 | $199 | $561 | $497 | | **Income Before Income Taxes** | $44 | $20 | $144 | $96 | | **Net Income** | $66 | $24 | $161 | $124 | | **Diluted EPS** | $0.39 | $0.15 | $0.95 | $0.75 | Consolidated Balance Sheets Highlights (Unaudited) | Indicator (in millions) | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $3,047 | $2,633 | | **Total Assets** | $7,479 | $7,082 | | **Total Current Liabilities** | $1,674 | $1,442 | | **Total Liabilities** | $6,579 | $6,267 | | **Total Equity** | $900 | $815 | Consolidated Statements of Cash Flows Highlights (Unaudited) | Indicator (in millions) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Cash provided by operating activities** | $295 | $155 | | **Cash used for investing activities** | $(134) | $(163) | | **Cash (used for) provided by financing activities** | $(118) | $92 | | **Increase in cash and cash equivalents** | $34 | $88 | [Notes to the Interim Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20the%20Interim%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail segment reporting changes, significant PFAS-related liabilities including a $1 billion escrow fund, increased environmental remediation costs, and the sale of the Mining Solutions business - In Q4 2020, the company bifurcated its Fluoroproducts segment into two new reportable segments: **Thermal & Specialized Solutions** and **Advanced Performance Materials**, to enhance customer focus and transparency. Historical segment data has been recast[28](index=28&type=chunk) - In January 2021, Chemours, DuPont, and Corteva entered a binding MOU to share potential future legacy PFAS liabilities arising from pre-July 1, 2015 conduct. Chemours will bear **50% of the costs**, and DuPont/Corteva will bear the other **50%**, up to a **$4 billion** aggregate spend or until 2040[113](index=113&type=chunk)[116](index=116&type=chunk) - The parties agreed to establish an escrow account to manage PFAS liability payments. Chemours is required to deposit **$100 million** by September 30, 2021, another **$100 million** by September 30, 2022, and **$50 million** annually from 2023 through 2028[118](index=118&type=chunk) - Total environmental remediation liabilities increased to **$556 million** as of June 30, 2021, up from **$390 million** at year-end 2020. The increase was primarily driven by a **$175 million** charge in Q2 2021 for on-site surface water and groundwater remediation at the Fayetteville, NC site[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - On July 26, 2021, the company entered into a definitive agreement to sell its Mining Solutions business for approximately **$520 million** in cash. The transaction is expected to close in Q4 2021 and result in a pre-tax gain of approximately **$80 to $130 million**[307](index=307&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong Q2 2021 business recovery with 51% net sales growth, strategic asset sale, robust liquidity, and significant environmental and legal obligations [Results of Operations](index=51&type=section&id=Results%20of%20Operations) Q2 2021 net sales increased 51% to $1.7 billion due to volume and price gains, with gross profit rising and net income reaching $66 million Change in Net Sales from Prior Year Period | Change Driver | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Price | 2% | —% | | Volume | 46% | 27% | | Currency | 4% | 3% | | Portfolio | (1)% | (1)% | | **Total change in net sales** | **51%** | **29%** | - Cost of Goods Sold (COGS) increased by **56%** for the three months ended June 30, 2021, primarily due to higher sales volume, increased distribution and freight expenses, and higher environmental remediation costs at the Fayetteville site[334](index=334&type=chunk) - Selling, General, and Administrative (SG&A) expense increased by **56%** for the three months ended June 30, 2021, mainly due to higher performance-related compensation, a **$25 million** settlement with the State of Delaware, and cost deferral activities in the prior year related to COVID-19[335](index=335&type=chunk) [Segment Reviews](index=54&type=section&id=Segment%20Reviews) All segments showed strong Q2 2021 demand recovery, with significant sales and Adjusted EBITDA growth across Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials Segment Net Sales (in millions) | Segment | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | % Change | | :--- | :--- | :--- | :--- | | Titanium Technologies | $859 | $488 | 76% | | Thermal & Specialized Solutions | $340 | $231 | 47% | | Advanced Performance Materials | $362 | $292 | 24% | | Chemical Solutions | $94 | $82 | 15% | Segment Adjusted EBITDA (in millions) | Segment | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | % Change | | :--- | :--- | :--- | :--- | | Titanium Technologies | $219 | $94 | 133% | | Thermal & Specialized Solutions | $117 | $55 | 113% | | Advanced Performance Materials | $74 | $42 | 76% | | Chemical Solutions | $19 | $19 | 0% | [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $1.1 billion in cash, facing future obligations including debt service, environmental liabilities, and capital expenditures - As of June 30, 2021, the company had total cash and cash equivalents of **$1.1 billion**[394](index=394&type=chunk) - Significant future cash payments include environmental remediation liabilities of **$556 million** and a required PFAS escrow deposit of **$100 million** by September 30, 2021[400](index=400&type=chunk)[401](index=401&type=chunk) - The company expects capital expenditures for 2021 to be approximately **$350 million**[388](index=388&type=chunk) - The company maintains supply chain finance programs, with **$218 million** outstanding as of June 30, 2021, allowing suppliers to sell their receivables to financial institutions[439](index=439&type=chunk) [Non-GAAP Financial Measures](index=77&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes non-GAAP measures like Adjusted EBITDA and Free Cash Flow to illustrate underlying business performance, showing significant improvements in Q2 2021 Reconciliation of Net Income to Adjusted EBITDA (in millions) | Line Item | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Net income attributable to Chemours** | **$66** | **$24** | | Non-operating pension benefit | (2) | (1) | | Exchange (gains) losses, net | (3) | (6) | | Restructuring, asset-related, and other charges | 5 | 17 | | Gain on sales of assets and businesses | (2) | — | | Natural disasters and catastrophic events | 3 | — | | Legal and environmental charges | 195 | 1 | | Adjustments made to income taxes | (10) | (2) | | Benefit from income taxes relating to reconciling items | (47) | (3) | | **Adjusted Net Income** | **$205** | **$30** | | Interest expense, net | 47 | 53 | | Depreciation and amortization | 79 | 82 | | All remaining provision for income taxes | 35 | 1 | | **Adjusted EBITDA** | **$366** | **$166** | Free Cash Flow (in millions) | Line Item | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Cash provided by operating activities | $295 | $155 | | Less: Purchases of property, plant, and equipment | (127) | (167) | | **Free Cash Flows** | **$168** | **$(12)** | [Quantitative and Qualitative Disclosures About Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from foreign currency, interest rates, and commodity prices through derivative financial instruments for hedging purposes - The company uses foreign currency forward contracts to hedge against volatility from remeasuring monetary assets and liabilities in non-functional currencies. At June 30, 2021, **14** such contracts were outstanding with a notional value of **$350 million**[525](index=525&type=chunk) - To mitigate risk on forecasted U.S. dollar-denominated inventory purchases by its European subsidiaries, the company uses cash flow hedges. At June 30, 2021, **156** contracts were outstanding with a notional value of **$119 million**[526](index=526&type=chunk) - The company uses interest rate swaps to mitigate interest rate volatility on its U.S. dollar term loan. At June 30, 2021, **three** swaps were outstanding with a notional value of **$400 million**[530](index=530&type=chunk) - The company's euro-denominated debt is designated as a net investment hedge to reduce stockholders' equity volatility from currency fluctuations[527](index=527&type=chunk) [Controls and Procedures](index=81&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2021[532](index=532&type=chunk) - No changes occurred during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[533](index=533&type=chunk) Part II [Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) The company faces significant legal proceedings, primarily environmental and product liability claims related to PFOA and PFAS, including ongoing litigation at the Fayetteville site and regulatory actions in the Netherlands - The company is subject to significant litigation concerning PFOA and PFAS, with multiple lawsuits pending in the U.S. District Court for the Eastern District of North Carolina related to the Fayetteville site[537](index=537&type=chunk)[538](index=538&type=chunk) - In the Netherlands, the company is appealing fines related to wastewater tests detecting legacy PFOA and is also under investigation for an alleged criminal offense related to the Environmental Management Act for pre-spin period activities[542](index=542&type=chunk)[543](index=543&type=chunk) - The EPA issued a Notice of Violation (NOV) in February 2019 alleging TSCA violations at the Fayetteville site, and the NC DEQ issued an NOV in April 2020 for an alleged air permit violation. The company contests these violations and does not believe a loss is probable[544](index=544&type=chunk) [Risk Factors](index=84&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from evolving environmental regulations, including potential losses, compliance costs, and operational interruptions, particularly concerning PFAS and TiO2 classifications - The company faces significant risks from extensive environmental laws, which could result in substantial costs, fines, operational interruptions, and reputational harm[548](index=548&type=chunk)[550](index=550&type=chunk) - The EU's classification of TiO2 powder as a Category 2 Carcinogen by inhalation will come into enforcement on **October 1, 2021**, leading to increased product labeling requirements and potentially higher costs[556](index=556&type=chunk) - A broad regulatory action in the EU is underway to restrict over **4,000** PFAS substances, including F-gases and fluoropolymers. A restriction dossier is expected to be submitted to ECHA in July 2022, with potential restrictions entering into force by **2025**, which could adversely affect operations and financial results[560](index=560&type=chunk) - The final costs for remediation at the Fayetteville site, particularly the barrier wall and groundwater treatment system, are subject to significant uncertainty and could materially exceed current accruals depending on regulatory approvals and design finalization[554](index=554&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=87&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2021, Chemours repurchased shares for $15 million under its 2018 Share Repurchase Program, with $413 million remaining authorized through 2022 Issuer Purchases of Equity Securities (Q2 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | Month ended April 30, 2021 | - | - | $428 million | | Month ended May 31, 2021 | - | - | $428 million | | Month ended June 30, 2021 | 423,273 | $35.08 | $413 million | | **Total** | **423,273** | **$35.08** | **$413 million** | - The 2018 Share Repurchase Program, with a total authorization of **$1.0 billion**, was extended through **December 31, 2022**[563](index=563&type=chunk) [Defaults Upon Senior Securities](index=87&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - None [Mine Safety Disclosures](index=87&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety for the company's surface mines and mineral sands separation facility is provided in Exhibit 95 - Information regarding mine safety and other regulatory actions is included in Exhibit 95 to this Quarterly Report on Form 10-Q[568](index=568&type=chunk) [Other Information](index=87&type=section&id=Item%205.%20Other%20Information) There is no other information to report for this item - None [Exhibits](index=88&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including the Mining Solutions sale agreement, Delaware settlement, and CEO/CFO certifications - Key exhibits filed include the Purchase and Sale Agreement for the Mining Solutions business (**Exhibit 2.1**), the Settlement Agreement with the State of Delaware (**Exhibit 10.2**), and CEO/CFO certifications (**Exhibits 31.1, 31.2, 32.1, 32.2**)[572](index=572&type=chunk)

Chemours Co (NYSE:CC) Q1 2021 Earnings Conference Call May 4, 2021 8:30 AM ET Company Participants Jonathan Lock - VP, Corporate Development & IR Mark Vergnano - President, CEO & Director Sameer Ralhan - SVP & CFO Mark Newman - SVP & COO Conference Call Participants John McNulty - BMO Capital Markets Matthew Skowronski - UBS Thomas Glinski - Goldman Sachs Group Hassan Ahmed - Alembic Global Advisors Patrick Fischer - Barclays Bank Arun Viswanathan - RBC Capital Markets Eric Petrie - Citigroup Steven Haynes ...

The Chemours Company First Quarter 2021 Earnings Presentation May 4, 2021 Safe Harbor Statement and Other Matters 2 This presentation contains forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36794 The Chemours Company (Exact Name of Registrant as Specified in Its Charter) Delaware 46-4845564 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. ...

The Chemours Company (NYSE:CC) Q4 2020 Earnings Conference Call February 12, 2021 8:30 AM ET Company Participants Jonathan Lock - Vice President, Corporate Development & Investor Relations Mark Vergnano - President & Chief Executive Officer Sameer Ralhan - Senior Vice President & Chief Financial Officer Mark Newman - Senior Vice President & Chief Operating Officer Conference Call Participants John McNulty - BMO Capital Markets Hassan Ahmed - Alembic Global Advisors Bob Koort - Goldman Sachs Josh Spector - U ...

The Chemours Company Fourth Quarter and Full Year 2020 Earnings Presentation February 12, 2021 Safe Harbor Statement and Other Matters 2 This presentation contains forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a histori ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Chemours is a global performance chemicals provider operating through four segments, serving 3,300 customers in 120 countries, and guided by a 2030 Corporate Responsibility Commitment - Chemours is a global provider of performance chemicals with four reportable segments: Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions[16](index=16&type=chunk) - The company operates 30 major production facilities in nine countries, serving about 3,300 customers across 120 countries. No single customer represents more than **10%** of consolidated net sales as of December 31, 2020[17](index=17&type=chunk) - In Q4 2020, the former Fluoroproducts segment was split into two new reportable segments: Thermal & Specialized Solutions and Advanced Performance Materials, to better align with business drivers and increase transparency[23](index=23&type=chunk) - The company has established a Corporate Responsibility Commitment with 10 goals targeted for 2030, focusing on Inspired People, Shared Planet, and an Evolved Portfolio[19](index=19&type=chunk) [Titanium Technologies Segment](index=6&type=section&id=Titanium%20Technologies%20Segment) - This segment is a leading global manufacturer of high-quality titanium dioxide (TiO2) pigment under the Ti-Pure™ brand, used in coatings, plastics, and paper. It operates four production facilities with a total nameplate capacity of approximately **1.25 million metric tons per year**[29](index=29&type=chunk) - The segment utilizes a proprietary chloride process technology, which allows for the use of a broad spectrum of ore feedstocks, providing a **low manufacturing cost position**[30](index=30&type=chunk) - The Ti-Pure™ Value Stabilization (TVS) strategy offers customers different purchasing channels, including Chemours Assured Value Agreements (AVA) and the web-based Ti-Pure™ Flex portal[24](index=24&type=chunk)[43](index=43&type=chunk) - Demand for TiO2 is seasonal, typically lowest in the first quarter and highest in the second and third quarters, influenced by weather conditions on applications like decorative coatings[47](index=47&type=chunk) [Thermal & Specialized Solutions Segment](index=9&type=section&id=Thermal%20%26%20Specialized%20Solutions%20Segment) - This segment is a leading global provider of refrigerants, propellants, blowing agents, and specialty solvents, with well-known brands like Freon™ and Opteon™[50](index=50&type=chunk) - The segment is a leader in developing sustainable, low Global Warming Potential (GWP) HFO refrigerants like Opteon™, driven by global regulations such as the EU's Mobile Air Conditioning Directive[51](index=51&type=chunk) - Key raw materials include fluorspar, sulfur, ethylene, and chlorinated organics, sourced globally under contracts typically spanning two to 10 years[55](index=55&type=chunk) - Refrigerant sales are seasonal, with higher demand in the first half of the year due to increased use of air conditioning in the spring and summer months in the northern hemisphere[61](index=61&type=chunk) [Advanced Performance Materials Segment](index=10&type=section&id=Advanced%20Performance%20Materials%20Segment) - This segment provides high-end polymers and advanced materials with unique properties like chemical inertness, thermal stability, and low friction. Key brands include Teflon™, Viton™, Krytox™, and Nafion™[62](index=62&type=chunk)[64](index=64&type=chunk) - Products are critical for emerging technologies such as energy storage, hydrogen production, 5G data delivery, and advanced semiconductors[63](index=63&type=chunk) - The segment's growth is expected to benefit from long-term megatrends like digital connectivity, urbanization, and climate change[66](index=66&type=chunk) - Demand for this segment's products is relatively consistent throughout the year, with no significant seasonality[75](index=75&type=chunk) [Chemical Solutions Segment](index=13&type=section&id=Chemical%20Solutions%20Segment) - This segment produces a portfolio of industrial chemicals, primarily in the Americas, serving industries like gold production, oil and gas, and water treatment[78](index=78&type=chunk) - The segment is a market leader in solid sodium cyanide production in the Americas, used for gold and silver mining[79](index=79&type=chunk) - The Performance Chemicals and Intermediates product group has been streamlined, following the exit of the Methylamines and Methylamides business in 2019 and the Aniline business in 2020[79](index=79&type=chunk) - The segment's sales are subject to minimal seasonality[87](index=87&type=chunk) [Human Capital](index=16&type=section&id=Human%20Capital) - As of December 31, 2020, Chemours had approximately 6,500 employees globally. The workforce was **78% male and 22% female**, with **19%** of U.S. employees being ethnically diverse[106](index=106&type=chunk) - The company has set 2030 Corporate Responsibility Commitment goals, including filling **50%** of all global positions with women and **20%** of all U.S. positions with ethnically diverse employees[109](index=109&type=chunk) - The company's 'Safety Obsession' value encompasses physical, emotional, and psychological safety. In 2020, actions were taken to promote employee health and safety in response to the COVID-19 pandemic[116](index=116&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - For the year ended December 31, 2020, the company's voluntary attrition rate was **approximately 6%**[124](index=124&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks from legal and environmental matters, including PFOA/PFAS litigation, COVID-19 impacts, economic downturns, operational hazards, and substantial indebtedness [Risks Related to Legal Matters, Environmental Sustainability, and Regulations](index=20&type=section&id=Risks%20Related%20to%20Legal%20Matters%2C%20Environmental%20Sustainability%2C%20and%20Regulations) - The company faces significant risks from litigation, particularly regarding PFOA, GenX, AFFF, and PFAS, which could result in material costs, fines, and operational restrictions[131](index=131&type=chunk)[132](index=132&type=chunk) - Extensive and evolving environmental laws (e.g., CERCLA, RCRA, REACH) could lead to substantial compliance costs, fines, and operational interruptions. The classification of TiO2 as a Category 2 Carcinogen by inhalation in the EU could increase manufacturing and handling costs[137](index=137&type=chunk)[143](index=143&type=chunk) - Under the separation agreement with its former parent EID, Chemours assumed certain liabilities and indemnification obligations. In January 2021, a Memorandum of Understanding (MOU) was signed with DuPont, Corteva, and EID to share costs for certain legacy PFAS matters[133](index=133&type=chunk)[146](index=146&type=chunk) - If the 2015 spin-off from EID fails to qualify for tax-free treatment, Chemours could be subject to significant tax and indemnification liabilities under the tax matters agreement[153](index=153&type=chunk)[156](index=156&type=chunk) [Risks Related to COVID-19](index=26&type=section&id=Risks%20Related%20to%20COVID-19) - The COVID-19 pandemic has negatively impacted the global economy and disrupted supply chains, leading to reduced consumer demand for certain end-products and adversely affecting the company's results of operations[161](index=161&type=chunk)[162](index=162&type=chunk) - The extent of the pandemic's future impact is uncertain and depends on factors like its duration and intensity, the health of employees and third-party workforces, governmental restrictions, and financial market volatility[163](index=163&type=chunk) [Risks Related to Our Business Performance](index=28&type=section&id=Risks%20Related%20to%20Our%20Business%20Performance) - The business is exposed to global and regional economic downturns, which can decrease demand for products like TiO2 and fluorochemicals, as demand is linked to GDP and discretionary spending[168](index=168&type=chunk)[171](index=171&type=chunk) - The company operates in highly competitive industries. Failure to protect intellectual property or the development of superior technology by competitors could negatively affect results[172](index=172&type=chunk)[176](index=176&type=chunk) - Fluctuations in energy and raw material prices can significantly impact earnings. The company may not be able to fully offset higher costs through price increases or productivity improvements[179](index=179&type=chunk)[182](index=182&type=chunk) - As a multinational corporation, the company is subject to currency exchange rate risks. A strengthening U.S. dollar reduces reported net sales and operating income from international operations[183](index=183&type=chunk)[184](index=184&type=chunk) [Risks Related to Our Operations](index=34&type=section&id=Risks%20Related%20to%20Our%20Operations) - Hazards associated with chemical manufacturing, storage, and transportation could lead to operational interruptions, personal injury, environmental contamination, and significant financial penalties[208](index=208&type=chunk)[209](index=209&type=chunk) - Business disruptions, including cybersecurity incidents, could harm operations. The company has been a target of industrial espionage, which could result in the loss of trade secrets and confidential information[212](index=212&type=chunk)[214](index=214&type=chunk) - The company's information technology infrastructure, including an ERP software platform that is no longer supported, is critical. System failures or unsuccessful upgrades could disrupt operations and damage its reputation[217](index=217&type=chunk) [Risks Related to Our Indebtedness](index=36&type=section&id=Risks%20Related%20to%20Our%20Indebtedness) - As of December 31, 2020, the company had approximately **$4.1 billion of indebtedness**, which increases financial risk and could make it difficult to satisfy obligations, fund operations, and respond to market changes[221](index=221&type=chunk) - Debt agreements contain restrictive covenants that limit the company's ability to incur additional debt, pay dividends, make acquisitions, and sell assets, among other actions[233](index=233&type=chunk) - A significant portion of the company's debt is at variable interest rates, exposing it to interest rate risk. An increase in rates would increase debt service obligations and decrease net income and cash flows[237](index=237&type=chunk)[238](index=238&type=chunk) [Properties](index=44&type=section&id=Item%202.%20Properties) The company's global network includes its Delaware headquarters and production facilities across North America, Europe, Latin America, and Asia Pacific, with sufficient capacity for 2021 demand Production Facilities by Region and Segment (as of Dec 31, 2020) | Region | Titanium Technologies | Thermal & Specialized Solutions | Advanced Performance Materials | Chemical Solutions | Shared Locations | | :--- | :--- | :--- | :--- | :--- | :--- | | **North America** | DeLisle, MS; New Johnsonville, TN; Jesup, GA (Mine); Nahunta, GA (Mine); Offerman, GA (Mineral Separation); Starke, FL (Mine & Mineral Separation) | Corpus Christi, TX; El Dorado, AR; LaPorte, TX; Louisville, KY | Deepwater, NJ; Elkton, MD; Fayetteville, NC; Louisville, KY; Parlin, NJ; Washington, WV | Memphis, TN | Belle, WV | | **Europe, Middle East, Africa** | | | Mechelen, Belgium; Villers St. Paul, France | | Dordrecht, Netherlands | | **Latin America** | Altamira, Mexico | Barueri, Brazil; Manaus, Brazil; Monterrey, Mexico | | | | | **Asia Pacific** | Kuan Yin, Taiwan | Chiba, Japan | Shimizu, Japan; Sichuan, China | | Changshu, China | [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company faces various legal proceedings, notably significant PFOA and PFAS litigation concerning its Fayetteville, NC site, and environmental investigations in the Netherlands - The company is involved in numerous legal proceedings concerning product liability, environmental issues, and other matters arising in the ordinary course of business[271](index=271&type=chunk) - Significant litigation is related to PFOA and PFAS, with multiple lawsuits filed concerning the Fayetteville, North Carolina site in both federal and state courts[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) - In the Netherlands, the company has faced fines from the local environmental agency (DCMR) related to legacy PFOA in waste water and is also under investigation for an alleged criminal offense related to the Environmental Management Act for the period of June 2008 to December 2012[278](index=278&type=chunk)[279](index=279&type=chunk) - The company received a Notice of Violation (NOV) from the EPA in February 2019 for alleged TSCA violations and NOVs from the NC DEQ in April 2020 and January 2021 for alleged permit violations at the Fayetteville site[280](index=280&type=chunk) [Information About Our Executive Officers](index=47&type=section&id=Information%20About%20Our%20Executive%20Officers) This section outlines the professional experience of the company's executive officers, including the President and CEO, COO, and CFO, along with segment and corporate function leadership - **Mark P. Vergnano** serves as President and CEO[285](index=285&type=chunk) - **Mark E. Newman** serves as Senior Vice President and COO, having previously been the CFO[286](index=286&type=chunk) - **Sameer Ralhan** serves as Senior Vice President and CFO, appointed in June 2019[287](index=287&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under 'CC', with a completed $500 million 2017 share repurchase program and an ongoing $1.0 billion 2018 program with $428 million remaining - The company's common stock trades on the New York Stock Exchange (NYSE) under the symbol 'CC'. As of February 8, 2021, there were **43,248 record holders** of common stock[299](index=299&type=chunk) - The 2017 Share Repurchase Program, authorizing $500 million in purchases, was completed on May 31, 2018[301](index=301&type=chunk) - The 2018 Share Repurchase Program, initially for $750 million and later increased to $1.0 billion, has been extended through December 31, 2022. As of year-end 2020, $428 million remained available for repurchase[302](index=302&type=chunk)[303](index=303&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2020, net sales decreased **10%** to **$5.0 billion**, while net income improved to **$219 million**, with the company managing COVID-19 impacts and entering a PFAS liability cost-sharing MOU [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Consolidated Results of Operations (2018-2020) | (In millions) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Net sales** | **$4,969** | **$5,526** | **$6,638** | | Gross profit | $1,067 | $1,063 | $1,971 | | Income (loss) before income taxes | $179 | $(124) | $1,155 | | **Net income (loss) attributable to Chemours** | **$219** | **$(52)** | **$995** | | Diluted earnings (loss) per share | $1.32 | $(0.32) | $5.45 | Change in Net Sales from Prior Period | Driver | 2020 | 2019 | | :--- | :--- | :--- | | Price | (5)% | (2)% | | Volume | (3)% | (14)% | | Currency | —% | (1)% | | Portfolio | (2)% | —% | | **Total change** | **(10)%** | **(17)%** | - Net sales decreased by **10%** in 2020 to **$5.0 billion**, driven by lower prices (**-5%**), volume (**-3%**), and portfolio changes (**-2%**)[337](index=337&type=chunk) - Cost of Goods Sold (COGS) decreased **13%** in 2020 due to lower sales, cost-saving initiatives, and the absence of prior-year costs related to unplanned outages and environmental remediation at the Fayetteville site[342](index=342&type=chunk) - Other Income (Expense), Net improved by **$314 million** in 2020, primarily because 2019 included a **$380 million** expense for a pension plan settlement[362](index=362&type=chunk) [Segment Reviews](index=60&type=section&id=Segment%20Reviews) Adjusted EBITDA by Segment (2018-2020) | (In millions) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Titanium Technologies | $510 | $505 | $1,055 | | Thermal & Specialized Solutions | $354 | $398 | $542 | | Advanced Performance Materials | $126 | $180 | $241 | | Chemical Solutions | $73 | $80 | $64 | | Corporate and Other | $(184) | $(143) | $(162) | | **Total Adjusted EBITDA** | **$879** | **$1,020** | **$1,740** | [Liquidity and Capital Resources](index=67&type=section&id=Liquidity%20and%20Capital%20Resources) Summary of Cash Flows (2018-2020) | (In millions) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Cash provided by operating activities | $807 | $650 | $1,140 | | Cash used for investing activities | $(234) | $(483) | $(487) | | Cash used for financing activities | $(449) | $(419) | $(993) | - In response to COVID-19, the company implemented cost reduction actions delivering **$160 million** in savings and reduced capital spending by **$125 million**[425](index=425&type=chunk) - As a precautionary measure, the company drew **$300 million** from its revolving credit facility in April 2020, which was fully repaid in the third quarter of 2020[426](index=426&type=chunk) - As of December 31, 2020, the company had **$1.1 billion** in cash and cash equivalents. Management believes liquidity is sufficient through at least February 2022[427](index=427&type=chunk) - Pursuant to the January 2021 MOU, the company is required to make escrow deposits for potential future PFAS liabilities, starting with **$100 million** by September 30, 2021[434](index=434&type=chunk) [Environmental Matters](index=80&type=section&id=Environmental%20Matters) - At December 31, 2020, the company had environmental remediation liabilities of **$390 million**, down from **$406 million** at year-end 2019. This includes **$194 million** for the Fayetteville site[523](index=523&type=chunk)[527](index=527&type=chunk) - The five most significant remediation sites (Chambers Works, East Chicago, Fayetteville, Pompton Lakes, USS Lead) account for **72%** of the total accrued environmental liability[543](index=543&type=chunk) - The potential environmental liability may range up to approximately **$580 million** above the amount accrued at December 31, 2020, due to inherent uncertainties in remediation[537](index=537&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from foreign currency, interest rates, and commodity prices using derivatives and contractual provisions, while credit risk is mitigated by a diverse customer base - The company uses foreign currency forward contracts to minimize earnings volatility from remeasuring monetary assets and liabilities in non-functional currencies and to hedge forecasted inventory purchases[595](index=595&type=chunk)[596](index=596&type=chunk) - Euro-denominated debt is designated as a hedge of the company's net investment in certain European subsidiaries to reduce volatility in stockholders' equity[597](index=597&type=chunk) - Beginning in Q2 2020, the company entered into interest rate swaps to mitigate volatility in interest payments on its U.S. dollar-denominated senior secured term loan facility[598](index=598&type=chunk) - Commodity price risk is managed through business strategies like pass-through provisions in sales contracts and formula pricing, rather than derivative instruments[603](index=603&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020, with no material changes during the year - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[609](index=609&type=chunk) - No changes in internal control over financial reporting occurred during the year ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[610](index=610&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, and Other Matters](index=96&type=section&id=Items%2010-14) Information for Items 10-14, including directors, executive compensation, and security ownership, is incorporated by reference from the company's 2021 proxy statement - Information regarding Directors, Executive Officers, and Corporate Governance (Item 10), Executive Compensation (Item 11), Security Ownership (Item 12), Certain Relationships and Related Transactions (Item 13), and Principal Accounting Fees and Services (Item 14) is incorporated by reference from the 2021 Proxy Statement[614](index=614&type=chunk)[616](index=616&type=chunk)[618](index=618&type=chunk)[619](index=619&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=97&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index to the consolidated financial statements and lists all exhibits filed with the Form 10-K, including key agreements and certifications - This section contains the index to the Consolidated Financial Statements and the Exhibit Index[622](index=622&type=chunk)[624](index=624&type=chunk) Financial Statements [Consolidated Financial Statements](index=108&type=section&id=Consolidated%20Financial%20Statements) For 2020, Chemours reported net sales of **$4.97 billion** and net income of **$219 million**, a significant improvement from 2019, with total assets at **$7.08 billion** and equity at **$815 million** Consolidated Statement of Operations Highlights (2020) | Metric | Amount (in millions) | | :--- | :--- | | Net sales | $4,969 | | Gross profit | $1,067 | | Income before income taxes | $179 | | Net income attributable to Chemours | $219 | Consolidated Balance Sheet Highlights (as of Dec 31, 2020) | Metric | Amount (in millions) | | :--- | :--- | | Total current assets | $2,633 | | Total assets | $7,082 | | Total current liabilities | $1,442 | | Total liabilities | $6,267 | | Total equity | $815 | Consolidated Statement of Cash Flows Highlights (2020) | Metric | Amount (in millions) | | :--- | :--- | | Cash provided by operating activities | $807 | | Cash used for investing activities | $(234) | | Cash used for financing activities | $(449) | [Notes to the Consolidated Financial Statements](index=113&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed information on accounting policies, segment reporting, debt, leases, legal contingencies including PFAS, and other financial instruments supporting the consolidated financial statements [Note 20. Debt](index=146&type=section&id=Note%2020.%20Debt) Debt Principal at Year-End | (In millions) | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Senior secured term loans | $1,292 | $1,267 | | Senior unsecured notes | $2,601 | $2,659 | | Securitization Facility | $0 | $110 | | Other (Finance leases, etc.) | $168 | $160 | | **Total debt principal** | **$4,061** | **$4,196** | - In November 2020, the company issued **$800 million** of 5.750% senior unsecured notes due 2028 and used the proceeds to redeem the remaining **$908 million** of its 6.625% notes due 2023, resulting in a **$22 million loss** on extinguishment of debt[920](index=920&type=chunk) - In March 2020, the company amended its Accounts Receivable Securitization Facility, which now qualifies for sale accounting. This led to the derecognition of **$125 million** of receivables from the balance sheet[929](index=929&type=chunk)[930](index=930&type=chunk) [Note 22. Commitments and Contingent Liabilities](index=154&type=section&id=Note%2022.%20Commitments%20and%20Contingent%20Liabilities) - In January 2021, Chemours entered a binding MOU with DuPont, Corteva, and EID to share potential future legacy PFAS liabilities. Chemours will bear **50%** of costs, and DuPont/Corteva will bear **50%**, up to a **$4 billion cap** or until 2040. An escrow account will be established, with Chemours contributing **$100 million** in 2021 and 2022, and **$50 million** annually thereafter through 2028[947](index=947&type=chunk)[948](index=948&type=chunk)[951](index=951&type=chunk) - In January 2021, the company agreed to a settlement (the "Second MDL Settlement") for approximately 95 PFOA personal injury cases for a total of **$83 million**, with Chemours contributing approximately **$29 million**[972](index=972&type=chunk) - As of December 31, 2020, the company has accrued **$194 million** for on-site and off-site remediation related to its Fayetteville, NC site, as required by a Consent Order with the NC DEQ[1039](index=1039&type=chunk) - The company is a defendant in approximately **900 matters** related to Aqueous Film Forming Foam (AFFF), most of which are consolidated in a multi-district litigation (MDL) in South Carolina[978](index=978&type=chunk) [Note 28. Geographic and Segment Information](index=187&type=section&id=Note%2028.%20Geographic%20and%20Segment%20Information) Net Sales by Geographic Region (2020) | Region | Net Sales (in millions) | | :--- | :--- | | North America | $1,914 | | Asia Pacific | $1,384 | | Europe, the Middle East, and Africa | $1,086 | | Latin America | $585 | | **Total** | **$4,969** | Segment Financial Summary (2020) | (In millions) | Net Sales | Adjusted EBITDA | Total Assets | | :--- | :--- | :--- | :--- | | Titanium Technologies | $2,402 | $510 | $2,130 | | Thermal & Specialized Solutions | $1,105 | $354 | $1,041 | | Advanced Performance Materials | $1,104 | $126 | $1,520 | | Chemical Solutions | $358 | $73 | $531 |