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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) supplements the Consolidated Financial Statements and the related notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in our financial condition, and the results of our operations for the periods presented. This MD&A should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

Our forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements, as well as our historical performance, are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond our control. Additionally, there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on our business. Factors that could cause or contribute to these differences include, but are not limited to, the risks, uncertainties, and other factors discussed within Item 1A – Risk Factors in this Annual Report on Form 10-K.

Overview

We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, mining, and oil and gas. Our principal products include TiO2 pigment, refrigerants, industrial fluoropolymer resins, sodium cyanide, and performance chemicals and intermediates. We manage and report our operating results through four reportable segments: Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions. Our Titanium Technologies segment is a leading, global provider of TiO2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, propellants, blowing agents, and specialty solvents. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications.

Recent Developments

Coronavirus Disease 2019 (“COVID-19”)

The COVID-19 pandemic has, to date, resulted in more than 100 million confirmed infections, over two million deaths, and continues to spread throughout the world. As a global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries, a pandemic presents obstacles that can adversely impact customer demand for our products, our manufacturing operations, our supply chain effectiveness and efficiencies, and ultimately, our financial results. Throughout the outbreak and subsequent stages of the COVID-19 pandemic that have occurred thus far, above all, we have remained steadfast in our commitment to the health, safety, and well-being of our employees and their families, while serving our customers, and conserving cash to ensure the continuity of our business operations into the future.

Although COVID-19 infections have continued to spread throughout the Americas and Europe, we continue to experience minimal disruption in our operations and business-related processes. We have taken a number of measures to promote the safety and security of our employees, including requiring remote working arrangements for employees where practicable, the imposition of travel restrictions, limiting non-essential visits to plant sites, performing health checks before every shift, and providing personal protective equipment for our “essential” operations employees at our sites and labs. Due to reduced consumer demand for certain of our customers’ end-products, however, we have experienced the negative impact of COVID-19 in our results of operations, and while certain markets and regions have started to exhibit early stages of market recovery, we anticipate that weakened consumer demand will continue to have a negative impact on our financial results. Refer to the “Segment Reviews”, “2021 Outlook”, and “Liquidity and Capital Resources” sections within this MD&A for further considerations regarding the quickly evolving market dynamics that are impacting our businesses and our associated response. We cannot predict with certainty the potential future impact of the COVID-19 pandemic on our customers’ ability to manufacture their products, as well as any potential future disruptions in our supply chain due to restrictions on travel and transport, regional quarantines, and other social distancing measures. The risks and uncertainties posed by this significant, widespread event are innumerable and far-reaching, including but not limited to those described in Item 1A – Risk Factors in this Annual Report on Form 10-K.

The Chemours Company

Despitethehealthandsafety,businesscontinuity,andmacroeconomicchallengesassociatedwithconductingbusinessinthecurrentenvironment,weremaincommittedtoanticipatingandmeetingthedemandsofourcustomers,asthey,likeus,continuetonavigateunchartedterritory.AsaprecautionarymeasureinlightofmacroeconomicuncertaintiesdrivenbyCOVID-19,wedrew$300millionfromourrevolvingcreditfacilityonApril8,2020,whichwesubsequentlyrepaidduringthethirdquarterof2020basedontheCompany’sliquidityposition.Wealsoelectedtoaccepttaxreliefprovidedbyvarioustaxingjurisdictions,resultinginthedeferralofapproximately$80millionintaxpayments,ofwhichapproximately$35millionwaspaidinthefourthquarterof2020.Wecontinuetoanticipatethatourcashgeneratedfromoperations,availablecash,receivablessecuritization,andexistingdebtfinancingarrangementswillprovideuswithsufficientliquiditythroughatleastFebruary2022.Additionally,wecontinuetoengageinscenarioplanning,and,asfurtherdiscussedinthe“LiquidityandCapitalResources”sectionsofthisMD&A,wehaveimplementedarangeofactionsaimedattemporarilyreducingcostsandpreservingliquidity,includingexercisingcarefuldiscretioninournear-termoperatingandcapitalspendingdecisions.Wewillevaluateadditionalcostactions,asnecessary,astheoperationalandfinancialimpactstoourCompanycontinuetoevolve.

MOU with the DuPont Indemnitees and Settlement of PFOA Multi-District Litigation

In January 2021, we entered into a binding MOU with DuPont, Corteva, and EID, reflecting the parties’ agreement to share potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct (i.e., “Indemnifiable Losses”, as defined in the separation agreement, dated as of June 26, 2015, as amended, between EID and Chemours (the “Separation Agreement”)) until the earlier to occur of: (i) December 31, 2040; (ii) the day on which the aggregate amount of Qualified Spend is equal to $4.0 billion; or, (iii) a termination in accordance with the terms of the MOU (e.g., non-performance of the escrow funding requirements pursuant to the MOU by any party). Qualified Spend is further described in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements and isdefined in the MOU.

The parties have agreed that, during the term of the cost-sharing arrangement, we will bear half of the cost of such future potential legacy PFAS liabilities, and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities. Any recoveries of Qualified Spend from DuPont and/or Corteva under the cost-sharing arrangement will be recognized as an offset to our cost of goods sold or selling, general, and administrative expense, as applicable, when realizable. Any Qualified Spend incurred by DuPont and/or Corteva under the cost-sharing arrangement will be recognized in our cost of goods sold or selling, general, and administrative expense, as applicable, when the amounts of such costs are probable and estimable. After the term of this arrangement, our indemnification obligations under the Separation Agreement would continue unchanged, subject in each case to certain exceptions set out in the MOU. Pursuant to the terms of the MOU, the parties have agreed to release certain claims regarding our Delaware lawsuit and pending confidential arbitration (concerning the indemnification of specified liabilities that EID assigned to us in its spin-off), including that we have released any claim set forth in the complaint filed in the Delaware lawsuit, any other similar claims arising out of or resulting from the facts recited by us in the complaint or the process and manner in which EID structured or conducted the spin-off, and any other claims that challenge the spin-off or the assumption of Chemours Liabilities (as defined in the Separation Agreement) by us and the allocation thereof, subject in each case to certain exceptions set out in the MOU. The parties have further agreed not to bring any future, additional claims regarding the Separation Agreement or the MOU outside of arbitration.

In order to support and manage the payments for potential future PFAS liabilities, the parties have also agreed to establish an escrow account. The MOU provides that: (i) no later than each of September 30, 2021 and September 30, 2022, we shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow account, and (ii) no later than September 30 of each subsequent year through and including 2028, we shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, we will make 50% of the deposits and DuPont and Corteva together will make 50% of the deposits necessary to restore the balance of the escrow account to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. Any funds that remain in escrow at termination of the MOU will revert to the party that deposited them. As such, future payments made by us into the escrow account will remain an asset of Chemours, and such payments will be reflected as a transfer to restricted cash on our consolidated balance sheets. No withdrawals are permitted from the escrow account before January 2026, except for funding mutually agreed-upon third-party settlements in excess of $125 million. Starting in January 2026, withdrawals may be made from the escrow account to fund Qualified Spend if the parties’ aggregate Qualified Spend in that particular year is greater than $200 million. Starting in January 2031, the amounts in the escrow account can be used to fund any Qualified Spend. Future payments from the escrow account for potential future PFAS liabilities will be reflected on our consolidated statement of cash flows at that point in time.

The parties will cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU prior to February 28, 2021.

The Chemours Company

InJanuary2021,weandEIDenteredintosettlementagreementswithcounselrepresentingthemulti-districtlitigation(“MDL”)plaintiffs,providingforasettlementofallbutoneofthe96filedandpendingcasesintheMDL,aswellasadditionalpre-suitclaims,underwhichthosecasesandclaimsofsettlingplaintiffswillberesolvedforapproximately$83million(the“SecondMDLSettlement”).Wewillcontributeapproximately$29million,andDuPontandCortevawilleachcontributeapproximately$27milliontotheSecondMDLSettlement.AtDecember31,2020,wehaveaccruedapproximately$29millionassociatedwiththismatter,whichwewillpayoncethesettlementsarefinalized.Thesettlementsareexpectedtobefinalizedinthefirstquarterof2021.

Change in Segment Reporting

During the fourth quarter of 2020, we changed the level of detail at which our CODM regularly reviews and manages certain of our businesses, resulting in the bifurcation of our former Fluoroproducts segment into two standalone reportable segments: Thermal & Specialized Solutions (formerly Fluorochemicals) and Advanced Performance Materials (formerly Fluoropolymers). We now manage and report our operating results through four reportable segments: Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions. This change allows us to enhance our customer focus and better align our business models, resources, and cost structure to the specific current and future secular growth drivers of each business, while providing increased transparency to our shareholders. Our historical segment information has been recast to conform to the current segment structure.

Senior Unsecured Notes Due November 2028

In November 2020, we issued an $800 million aggregate principal amount of 5.750% senior unsecured notes due November 2028 (the “2028 Notes”). We received proceeds of $790 million, net of underwriting fees and other related expenses of $10 million, which are deferred and amortized to interest expense over the term of the 2028 Notes. The net proceeds from the 2028 Notes were used, together with cash on hand, to purchase or redeem, as applicable, the remaining $908 million aggregate principal amount of our 6.625% senior unsecured notes due May 2023, denominated in U.S. dollars (the “2023 Dollar Notes”). In connection with the purchase and redemption of the remaining 2023 Dollar Notes, we incurred a loss on extinguishment of $22 million for the year ended December 31, 2020.

Accounts Receivable Securitization Facility

In March 2020, through a wholly-owned special purpose entity, we entered into an amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under our accounts receivable securitization facility (“Securitization Facility”). The Amended Purchase Agreement amends and restates, in its entirety, the receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”). Under the Amended Purchase Agreement, we no longer maintain effective control over the receivables that have been transferred to the bank, and such transfers are considered true sales of receivables. As a result, on March 9, 2020, we repurchased the then-outstanding receivables under the Securitization Facility through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 million, and sold $125 million of our receivables (the “Aggregate Purchase Limit”) to the bank. The receivables were sold at 100% of face value and were derecognized from our consolidated balance sheets.

Pascagoula, Mississippi Plant Closure

In the second quarter of 2020, we completed a business review of our Aniline business, which generated $71 million in net sales during the year ended December 31, 2019, primarily as a raw materials pass-through business. Based on our review, we determined that the Aniline business is not core to our future strategy, and the decision was made to stop production at our Pascagoula, Mississippi manufacturing plant by the end of 2020. As a result, we recorded restructuring, asset-related, and other charges of $12 million, which are comprised of $6 million for property, plant, and equipment and other asset impairments, $4 million for environmental remediation liabilities, and $2 million for employee separation-related liabilities. In conjunction with this decision, approximately 75 employees will separate from the Company in 2021 and will be subject to our customary involuntary termination benefits. The associated severance payments will also be made in 2021.

The Chemours Company

ResultsofOperationsandBusinessHighlights

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

(Dollars in millions, except per share amounts) 2020 2019 2018

Selling, general, and administrative expense 527 548 657

Research and development expense 93 80 82

Restructuring, asset-related, and other charges 80 87 49

Equity in earnings of affiliates 23 29 43

Loss on extinguishment of debt (22 ) — (38 )

Other income (expense), net 21 (293 ) 162

(Benefit from) provision for income taxes (40 ) (72 ) 159

Less: Net income attributable to non-controlling interests — — 1

Net income (loss) attributable to Chemours $ 219 $ (52 ) $ 995

Per share data

Basic earnings (loss) per share of common stock $ 1.33 $ (0.32 ) $ 5.62

Diluted earnings (loss) per share of common stock 1.32 (0.32 ) 5.45

Net Sales

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Change in net sales from prior period 2020 2019

Price (5 )% (2 )%

Volume (3 )% (14 )%

Currency — % (1 )%

Portfolio (2 )% — %

Total change in net sales (10 )% (17 )%

Our net sales decreased by $557 million (or 10%) to $5.0 billion for the year ended December 31, 2020, compared with net sales of $5.5 billion for the same period in 2019. The components of the decrease in our net sales by segment for the year ended December 31, 2020 were as follows: in our Titanium Technologies segment, price declined 6% and volume was up 8%; in our Thermal & Specialized Solutions segment, price declined 7% and volume was down 9%; in our Advanced Performance Materials segment, price declined 2% and volume was down 15%; and, in our Chemical Solutions segment, price declined 4%, volume was down 10%, and portfolio change led to a 19% decrease.

Our net sales decreased by $1.1 billion (or 17%) to $5.5 billion for the year ended December 31, 2019, compared with net sales of $6.6 billion for the same period in 2018. The components of the decrease in our net sales by segment for the year ended December 31, 2019 were as follows: in our Titanium Technologies segment, price declined 1% and volume was down 24%; in our Thermal & Specialized Solutions segment, price declined 6% and volume was down 5%; in our Advanced Performance Materials segment, price increased 3% and volume was down 4%; and, in our Chemical Solutions segment, price declined 4% and volume was down 7%. Unfavorable currency movements also added a 2% headwind to net sales in our Advanced Performance Materials segment and a 1% headwind to net sales in our Titanium Technologies and Thermal & Specialized Solutions segments.

The drivers of these changes for each of our segments are discussed further under the “Segment Reviews” section within this MD&A.

The Chemours Company

CostofGoodsSold

Our cost of goods sold (“COGS”) decreased by $561 million (or 13%) to $3.9 billion for the year ended December 31, 2020, compared with COGS of $4.5 billion for the same period in 2019. The decrease in our COGS for the year ended December 31, 2020 was primarily attributable to lower net sales, as well as lower distribution, freight, and logistics expenses. Our cost reductions and cost savings initiatives in response to the COVID-19 pandemic further reduced our COGS for the year ended December 31, 2020. In comparison with the prior year, we also did not incur costs during the year ended December 31, 2020 in connection with unplanned outages at certain of our operating facilities, or costs associated with the start-up of our OpteonTM refrigerants facility in Corpus Christi, Texas. We also incurred $150 million during the year ended December 31, 2019 in connection with on-site environmental remediation activities at our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”). Our previous exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility further contributed to our reduction in COGS for the year ended December 31, 2020. These comparative reductions in COGS were partially offset by costs incurred in conjunction with the temporary idling of certain of our production lines in 2020 due to reduced customer demand during the COVID-19 pandemic.

Our COGS decreased by $204 million (or 4%) to $4.5 billion for the year ended December 31, 2019, compared with COGS of $4.7 billion for the same period in 2018. The decrease in our COGS for the year ended December 31, 2019 was primarily attributable to lower net sales volumes, as well as lower distribution, freight, and logistics expenses. These decreases were partially offset by operational headwinds due to unplanned outages at certain facilities, and higher raw materials costs and lower fixed cost absorption in our Titanium Technologies segment. Additionally, during the year ended December 31, 2019, we incurred $150 million for on-site environmental remediation activities at Fayetteville.

Selling, General, and Administrative Expense

Our selling, general, and administrative (“SG&A”) expense decreased by $21 million (or 4%) to $527 million for the year ended December 31, 2020, compared with SG&A expense of $548 million for the same period in 2019. The decrease in our SG&A expense for the year ended December 31, 2020 was primarily attributable to our cost reductions and our cost savings initiatives in response to the COVID-19 pandemic as further discussed in the “Liquidity and Capital Resources” section of this MD&A. The comparative decrease in our SG&A expense was also driven by $18 million incurred during the first quarter of 2019 in connection with the approved final Consent Order to settle certain legal and environmental matters at Fayetteville. These comparative decreases in our SG&A expense were partially offset by higher performance-related compensation costs during the year ended December 31, 2020, as well as $29 million incurred in connection with our portion of the costs to settle PFOA multi-district litigation in the fourth quarter of 2020.

Our SG&A expense decreased by $109 million (or 17%) to $548 million for the year ended December 31, 2019, compared with SG&A expense of $657 million for the same period in 2018. The decrease in our SG&A expense for the year ended December 31, 2019 was primarily attributable to lower performance-related compensation costs, as well as the accrual of $63 million during the year ended December 31, 2018 for estimated liabilities associated with ongoing environmental matters at Fayetteville. These comparative decreases for the year ended December 31, 2019 are partially offset by $18 million incurred during the first quarter of 2019, in connection with the approved final Consent Order to settle certain legal and environmental matters at Fayetteville.

Research and Development Expense

Our R&D expense increased by $13 million (or 16%) to $93 million for the year ended December 31, 2020, compared with R&D expense of $80 million for the same period in 2019. The increase in our R&D expense for the year ended December 31, 2020 was primarily attributable to real estate costs associated with our new R&D facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware.

Our R&D expense was largely unchanged at $80 million for the year ended December 31, 2019 and $82 million for the year ended December 31, 2018.

Restructuring, Asset-related, and Other Charges

Our restructuring, asset-related, and other charges decreased by $7 million (or 8%) to $80 million for the year ended December 31, 2020, compared with $87 million for the same period in 2019. Our restructuring, asset-related, and other charges increased by $38 million (or 78%) to $87 million for the year ended December 31, 2019, compared with $49 million for the same period in 2018.

The Chemours Company

FortheyearendedDecember31,2020,ourrestructuring,asset-related,andotherchargeswereprimarilyattributableto$37millionincontractterminationfeesandimmediaterecognitionofprepaidcostsinconnectionwithourentryintodisputeresolutionwithathird-partyservicesprovideratournewMiningSolutionsfacilitycurrentlyunderconstructioninGomezPalacio,Durango,Mexico.Wealsoincurred$15millionofnetchargesinconnectionwithemployee-relatedseparationliabilitiesunderourrecentrestructuringprograms.Weincurred$10millionofasset-relatedchargesinconnectionwithvariousproperty,plant,andequipmentandotherassetimpairmentsinourAdvancedPerformanceMaterialssegment,aswellas$12millionofchargesinconnectionwithourdecisiontoexittheAnilinebusinessandstopproductionatourPascagoula,Mississippimanufacturingplant.

For the year ended December 31, 2019, our restructuring, asset-related, and other charges were primarily attributable to $22 million of employee separation charges incurred in connection with our 2019 Restructuring Program, as well as $34 million of accelerated depreciation recorded in conjunction with our exit of the Methylamines and Methylamides business at our Belle, West Virginia manufacturing plant. We also recognized $20 million in decommissioning and dismantling-related charges, primarily attributable to the demolition and removal of certain unused buildings at our Chambers Works site in Deepwater, New Jersey, as well as $9 million of accelerated depreciation associated with the discontinuation of the titanium tetrachloride product line at our New Johnsonville, Tennessee site.

For the year ended December 31, 2018, our restructuring, asset-related, and other charges were primarily attributable to employee separation and other charges incurred in connection with our 2017 restructuring program of $27 million, and employee separation charges of $5 million for our 2018 restructuring program. In addition, we recognized $13 million in decommissioning and dismantling-related charges, primarily attributable to the demolition and removal of certain unused buildings at our Chambers Works site in Deepwater, New Jersey, and an asset-related charge of $4 million for a goodwill impairment in our Chemical Solutions segment.

Equity in Earnings of Affiliates

Our equity in earnings of affiliates decreased by $6 million (or 21%) to $23 million for the year ended December 31, 2020, compared with equity in earnings of affiliates of $29 million for the same period in 2019. The decrease in our equity in earnings of affiliates for the year ended December 31, 2020 was primarily attributable to our reduced demand for our investees’ products and the negative impacts of COVID-19 on end-market demand.

Our equity in earnings of affiliates decreased by $14 million (or 33%) to $29 million for the year ended December 31, 2019, compared with equity in earnings of affiliates of $43 million for the same period in 2018. The decrease in our equity in earnings of affiliates for the year ended December 31, 2019 was primarily attributable to global semiconductor and automotive market softness for our equity method investees.

Interest Expense, Net

Our interest expense, net increased by $2 million (or 1%) to $210 million for the year ended December 31, 2020, compared with interest expense, net of $208 million for the same period in 2019. The increase in our interest expense, net for the year ended December 31, 2020 was primarily attributable to a reduction in interest income earned due to lower rates, as well as less interest capitalized following the completion of certain of our large-scale construction projects. These increases in our interest expense, net were largely offset by lower variable interest rates on our senior secured term loans, as well as a reduction in our outstanding debt obligations and associated rates following the refinancing of our 2023 Dollar Notes in the fourth quarter of 2020.

Our interest expense, net increased by $13 million (or 7%) to $208 million for the year ended December 31, 2019, compared with interest expense, net of $195 million for the same period in 2018. The increase in our interest expense, net for the year ended December 31, 2019 was primarily attributable to a reduction in interest income earned on lower cash and cash equivalents balances, as well as less interest capitalized following the completion or stoppage of certain of our large-scale construction projects. These increases in our interest expense, net were partially offset by lower interest expense following our 2018 debt transactions.

Loss on Extinguishment of Debt

For the year ended December 31, 2020, we recognized a loss on extinguishment of debt of $22 million in connection with our tender offer and make-whole call to purchase any and all of our remaining outstanding U.S. dollar-denominated 6.625% senior unsecured notes due May 2023.

For the year ended December 31, 2019, we did not extinguish any of our outstanding debt.

For the year ended December 31, 2018, we recognized a combined loss on extinguishment of debt of $38 million in connection with the amendment and restatement of our credit agreement, and our tender offers to purchase any and all of our outstanding euro-denominated 6.125% senior unsecured notes due May 2023 and a portion of our outstanding U.S. dollar-denominated 6.625% senior unsecured notes due May 2023.

The Chemours Company

OtherIncome(Expense),Net

Our other income (expense), net increased by $314 million to other income, net of $21 million for the year ended December 31, 2020, compared with other expense, net of $293 million for the same period in 2019. The increase in our other income, net for the year ended December 31, 2020 was primarily attributable to $368 million in non-operating pension and other post-retirement employee benefit costs for the year ended December 31, 2019, which was inclusive of a $380 million expense recognized upon settlement of the portion of our Netherlands pension plan pertaining to inactive participants’ vested pension benefits. We also recognized a gain on sale of $6 million during the year ended December 31, 2020 in connection with the sale of our Oakley, California site. The comparative increase in our other income, net for the year ended December 31, 2020 was partially offset by a decrease in our leasing, contract services, and miscellaneous income, driven by $38 million lower European Union (“EU”) fluorinated greenhouse gas (“F-Gas”) quota authorization sales. We also experienced unfavorable changes in net exchange gains and losses of $24 million, driven by unfavorable movements in several foreign currencies, primarily the strengthening of the euro against the U.S. dollar, partially offset by our foreign currency forward contracts. We also recognized a non-cash gain of $9 million during the year ended December 31, 2019 in connection with the sale of our Repauno, New Jersey site.

Our other income (expense), net decreased by $455 million to other expense, net of $293 million for the year ended December 31, 2019, compared with other income, net of $162 million for the same period in 2018. The decrease in our other income, net for the year ended December 31, 2019 was primarily attributable to aforementioned $380 million expense recognized upon settlement of a portion of our Netherlands pension plan. We also experienced a decrease in our leasing, contract services, and miscellaneous income, driven by $26 million lower EU F-Gas quota authorization sales. The comparative decrease in our other income, net is also reflective of a $42 million gain on the sale of our Linden, New Jersey site during the year ended December 31, 2018. These decreases were partially offset by the recognition of a previously deferred non-cash gain of $9 million during the year ended December 31, 2019. The gain, which was associated with the sale of our Repauno site in Gibbstown, New Jersey, had been deferred until certain environmental obligations were fulfilled.

Provision for (Benefit from) Income Taxes

Our provision for (benefit from) income taxes amounted to a benefit from income taxes of $40 million and $72 million for the years ended December 31, 2020 and 2019, respectively, and a provision for income taxes of $159 million for the year ended December 31, 2018. Our provision for (benefit from) income taxes represented effective tax rates of negative 22% for the year ended December 31, 2020 and 58% and 14% for the years ended December 31, 2019 and 2018, respectively.

The $32 million decrease in our benefit from income taxes for the year ended December 31, 2020, when compared with the same period in 2019, was primarily attributable to increased profitability and the geographic mix of our earnings. Our benefit from income taxes for the year ended December 31, 2020 also included a benefit of $37 million related to the favorable impacts of certain elections and accounting method changes in connection with the filing of our 2019 U.S. federal income tax return. Such elections and accounting method changes were not reflected in our benefit from income taxes for the year ended December 31, 2019, as they were not yet able to be quantified. This benefit was offset by a $13 million valuation allowance on certain foreign subsidiary net deferred tax assets and certain foreign tax credits. Our benefit from income taxes for the year ended December 31, 2019 included $14 million in windfall benefit from our share-based payments, which was partially offset by an $8 million valuation allowance on certain foreign subsidiary net deferred tax assets and certain foreign tax credits.

The $231 million decrease in our provision for income taxes for the year ended December 31, 2019, when compared with the same period in 2018, was primarily attributable to reduced profitability and the geographic mix of our earnings. Our benefit from income taxes for the year ended December 31, 2019 also included the aforementioned $14 million in windfall benefit from our share-based payments, which was partially offset by an $8 million valuation allowance on certain foreign subsidiary net deferred tax assets and certain foreign tax credits. Our provision for income taxes for the year ended December 31, 2018 included $14 million in windfall benefit from our share-based payments, a $15 million benefit from the release of a valuation allowance against our foreign tax credits, and a net $10 million benefit from certain other provisions of U.S. tax reform.

The Chemours Company

SegmentReviews

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is the primary measure of segment profitability used by our CODM and is defined as income (loss) before income taxes, excluding the following:

• interest expense, depreciation, and amortization;

• exchange (gains) losses included in other income (expense), net;

• restructuring, asset-related, and other charges;

• (gains) losses on sales of assets and businesses; and,

A reconciliation of Adjusted EBITDA to net income (loss) attributable to Chemours for the years ended December 31, 2020, 2019, and 2018 is included in the “Non-GAAP Financial Measures” section of this MD&A.

The following table sets forth our Adjusted EBITDA by segment for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

The Chemours Company

TitaniumTechnologies

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

Adjusted EBITDA margin 21 % 22 % 33 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Change in segment net sales from prior period 2020 2019

Price (6 )% (1 )%

Volume 8 % (24 )%

Currency — % (1 )%

Portfolio — % — %

Total change in segment net sales 2 % (26 )%

Segment Net Sales

Our Titanium Technologies segment’s net sales increased by $57 million (or 2%) to $2.4 billion for the year ended December 31, 2020, compared with segment net sales of $2.3 billion for the same period in 2019. The increase in segment net sales for the year ended December 31, 2020 was primarily attributable to an increase in volume of 8%, which was partially offset by a decrease in price of 6%. In the first quarter of 2020, volume increases were driven by share regain, which was partially offset by lower global customer demand for our Ti-PureTM TiO2 in the second quarter of 2020, as COVID-19 negatively impacted end-market demand from our customers. Volume increases in the second half of 2020 were driven by the early stages of market recovery and likely incremental share gains. Price declined due to customer, channel, and product mix, as well as targeted price reductions in response to market conditions in early 2019.

Our Titanium Technologies segment’s net sales decreased by $829 million (or 26%) to $2.3 billion for the year ended December 31, 2019, compared with segment net sales of $3.2 billion for the same period in 2018. The decrease in segment net sales for the year ended December 31, 2019 was primarily attributable to a 24% decrease in volume, driven by lower TiPureTM TiO2net sales volumes due to market destocking and share loss. Price declined modestly by 1%, primarily due to customer, regional, and channel mix, but remained largely stable as a result of our TVS strategy. We also experienced a 1% headwind from unfavorable currency movements.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA increased by $5 million (or 1%) to $510 million and segment Adjusted EBITDA margin decreased by approximately 100 basis points to 21% for the year ended December 31, 2020, compared with segment Adjusted EBITDA of $505 million and segment Adjusted EBITDA margin of 22% for the same period in 2019. These changes in earnings were primarily attributable to the aforementioned increase in volumes in the segment’s net sales and our cost reductions and savings initiatives in response to the COVID-19 pandemic, partially offset by decreased price in the segment’s net sales and higher costs for certain raw materials. Our segment Adjusted EBITDA margin was further offset by reduced production rates to match lower customer demand during the COVID-19 pandemic.

Segment Adjusted EBITDA decreased by $550 million (or 52%) to $505 million and segment Adjusted EBITDA margin decreased by approximately 1,100 basis points to 22% for the year ended December 31, 2019, compared with segment Adjusted EBITDA of $1.1 billion and segment Adjusted EBITDA margin of 33% for the same period in 2018. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2019 were primarily attributable to the aforementioned decreases in segment net sales volume associated with market destocking and share loss, as well as margin compression due to higher costs for certain raw materials and lower fixed cost absorption as we reduced production rates to match reduced customer demand.

The Chemours Company

Thermal&SpecializedSolutions

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

Adjusted EBITDA margin 32 % 30 % 36 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Change in segment net sales from prior period 2020 2019

Price (7 )% (6 )%

Volume (9 )% (5 )%

Currency — % (1 )%

Portfolio — % — %

Total change in segment net sales (16 )% (12 )%

Segment Net Sales

Our Thermal & Specialized Solutions segment’s net sales decreased by $213 million (or 16%) to $1.1 billion for the year ended December 31, 2020, compared with segment net sales of $1.3 billion for the same period in 2019. The decrease in segment net sales for the year ended December 31, 2020 was primarily attributable to decreases in volume and price of 9% and 7%, respectively. Volumes declined due to lower global customer demand for our refrigerants, as initial softness in the automotive and other global end-markets was compounded by the negative impact of COVID-19 on end-market demand from our customers across several market sectors. Prices declined due to our composition of product and customer mix, as well as contractual price adjustments for refrigerants and market weakness in certain geographies.

Our Thermal & Specialized Solutions segment’s net sales decreased by $179 million (or 12%) to $1.3 billion for the year ended December 31, 2019, compared with segment net sales of $1.5 billion for the same period in 2018. The decrease in segment net sales for the year ended December 31, 2019 was primarily attributable to decreases in volume and price of 5% and 6%, respectively. Illegal imports of legacy HFC refrigerants into the EU, in violation of the EU’s F-gas regulations, negatively impacted both volume and price during the year ended December 31, 2019. Volumes also declined due to lower demand for our legacy base refrigerants, which was driven by softness in global markets, primarily the automotive market. Prices also declined due to contractual price adjustments for our refrigerants. These decreases were partially offset by volume increases from the continued adoption of OpteonTM products in mobile applications. Unfavorable currency movements added a 1%headwind to the segment’s net sales during the year ended December 31, 2019.

The Chemours Company

AdjustedEBITDAandAdjustedEBITDAMargin

Segment Adjusted EBITDA decreased by $44 million (or 11%) to $354 million and segment Adjusted EBITDA margin increased by approximately 200 basis points to 32% for the year ended December 31, 2020, compared with segment Adjusted EBITDA of $398 million and segment Adjusted EBITDA margin of 30% for the same period in 2019. The decrease in segment Adjusted EBITDA for the year ended December 31, 2020 was primarily attributable to the aforementioned decreases in the volume and price of the segment’s net sales. Our EU F-gas quota authorization sales also decreased by $38 million when compared with the year ended December 31, 2019. Lower costs during the year ended December 31, 2020, driven by enhanced operational performance at certain of our operating facilities, additional production of our OpteonTM refrigerants at our Corpus Christi, Texas facility, our cost reductions and savings initiatives in response to the COVID-19 pandemic, and structural cost reductions, helped to partially offset the impacts of lower net sales and EU F-gas quota authorization sales in the segment’s Adjusted EBITDA and drive improvement in segment Adjusted EBITDA margin.

Segment Adjusted EBITDA decreased by $144 million (or 27%) to $398 million and segment Adjusted EBITDA margin decreased by approximately 600 basis points to 30% for the year ended December 31, 2019, compared with segment Adjusted EBITDA of $542 million and segment Adjusted EBITDA margin of 36% for the same period in 2018. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2019 were primarily attributable to the aforementioned decreases in volume and price and the unfavorable currency movements in the segment’s net sales. We also experienced increased costs during the year ended December 31, 2019 due to the start-up of our OpteonTM refrigerants facility in Corpus Christi, Texas and unplanned outages at certain facilities. Additionally, our F-gas quota authorization sales decreased by $26 million when compared to the year ended December 31, 2018.

The Chemours Company

AdvancedPerformanceMaterials

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

Adjusted EBITDA margin 11 % 14 % 18 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Change in segment net sales from prior period 2020 2019

Price (2 )% 3 %

Volume (15 )% (4 )%

Currency — % (2 )%

Portfolio — % — %

Total change in segment net sales (17 )% (3 )%

Segment Net Sales

Our Advanced Performance Materials segment’s net sales decreased by $226 million (or 17%) to $1.1 billion for the year ended December 31, 2020, compared with segment net sales of $1.3 billion for the same period in 2019. The decrease in segment net sales for the year ended December 31, 2020 was primarily attributable to decreases in volume and price of 15% and 2%, respectively. Volumes declined due to lower global customer demand for our fluoropolymers, as initial softness in the automotive and other global end-markets was compounded by the negative impact of COVID-19 on end-market demand from our customers across several market sectors. Prices declined due to our composition of product and customer mix, as well as market weakness in certain geographies.

Our Advanced Performance Materials segment’s net sales decreased by $35 million (or 3%) to $1.3 billion for the year ended December 31, 2019, compared with segment net sales of $1.4 billion for the same period in 2018. The decrease in segment net sales for the year ended December 31, 2019 was primarily attributable to a decrease in volume of 4%. Volumes declined due to lower demand for our fluoropolymers and advanced materials products, which was driven by softness in global markets, primarily the automotive and industrial markets. Favorable price movements added a 3% tailwind to the segment’s net sales, driven by our composition of product and customer mix. Unfavorable currency movements added a 2% headwind to the segment’s net sales during the year ended December 31, 2019.

The Chemours Company

AdjustedEBITDAandAdjustedEBITDAMargin

Segment Adjusted EBITDA decreased by $54 million (or 30%) to $126 million and segment Adjusted EBITDA margin decreased by approximately 300 basis points to 11% for the year ended December 31, 2020, compared with segment Adjusted EBITDA of $180 million and segment Adjusted EBITDA margin of 14% for the same period in 2019. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2020 were primarily attributable to the aforementioned decreases in the volume and price of the segment’s net sales. We also incurred costs associated with the temporary idling of certain of our production lines due to reduced customer demand. The aforementioned decreases to segment Adjusted EBITDA and segment Adjusted EBITDA margin during the year ended December 31, 2020 were partially offset by enhanced operational performance at certain of our operating facilities, our cost reductions and savings initiatives in response to the COVID-19 pandemic, and structural cost reductions.

Segment Adjusted EBITDA decreased by $61 million (or 25%) to $180 million and segment Adjusted EBITDA margin decreased by approximately 400 basis points to 14% for the year ended December 31, 2019, compared with segment Adjusted EBITDA of $241 million and segment Adjusted EBITDA margin of 18% for the same period in 2018. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2019 were primarily attributable to the aforementioned decrease in the volume of the segment’s net sales. We also experienced increased costs during the year ended December 31, 2019 due to unplanned outages at certain facilities.

The segment’s operating results for the years ended December 31, 2020, 2019, and 2018 included $19 million, $22 million, and $34 million, respectively, of additional costs for process-related waste water treatment at Fayetteville. We expect to continue to incur these costs as we actively work with the NC DEQ to resolve the suspension of our National Pollutant Discharge Elimination System permit.

The Chemours Company

ChemicalSolutions

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Chemical Solutions segment for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

Adjusted EBITDA margin 20 % 15 % 11 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Chemical Solutions segment’s net sales for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Change in segment net sales from prior period 2020 2019

Price (4 )% (4 )%

Volume (10 )% (7 )%

Currency — % — %

Portfolio (19 )% — %

Total change in segment net sales (33 )% (11 )%

Segment Net Sales

Our Chemical Solutions segment’s net sales decreased by $175 million (or 33%) to $358 million for the year ended December 31, 2020, compared with segment net sales of $533 million for the same period in 2019. The decrease in segment net sales for the year ended December 31, 2020 was primarily attributable to portfolio change, which drove a 19% decline in net sales following our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility. Segment net sales volumes decreased 10%, driven by the adverse impacts of the COVID-19 pandemic on the operations of several mining customers and overall end-market demand. Average prices decreased 4%, driven by market dynamics compared with the prior year.

Our Chemical Solutions segment’s net sales decreased by $69 million (or 11%) to $533 million for the year ended December 31, 2019, compared with segment net sales of $602 million for the same period in 2018. The decrease in segment net sales for the year ended December 31, 2019 was primarily attributable to decreases in volume and price of 7% and 4%, respectively, which were driven by operational issues at a key customer mine in Mining Solutions and lower prices for certain Performance Chemicals and Intermediates products, mainly driven by mix and raw material cost pass-throughs as stipulated in certain contracts.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA decreased by $7 million (or 9%) to $73 million and segment Adjusted EBITDA margin increased by approximately 500 basis points to 20% for the year ended December 31, 2020, compared with segment Adjusted EBITDA of $80 million and segment Adjusted EBITDA margin of 15% for the same period in 2019. Driven by the aforementioned decreases in segment net sales, our decrease in segment Adjusted EBITDA was partially offset, and, in the instance of segment Adjusted EBITDA margin, more than offset, by our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility, our cost reductions and savings initiatives in response to the COVID-19 pandemic, and an uptick in licensing income recognized during the year ended December 31, 2020.

Segment Adjusted EBITDA increased by $16 million (or 25%) to $80 million and segment Adjusted EBITDA margin increased by approximately 400 basis points to 15% for the year ended December 31, 2019, compared with segment Adjusted EBITDA of $64 million and segment Adjusted EBITDA margin of 11% for the same period in 2018. The increases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2019 were primarily attributable to increased license income and lower cost of goods sold, partially offset by the aforementioned decreases in net sales.

The Chemours Company

CorporateandOther

Corporate costs and certain legal and environmental expenses, stock-based compensation expenses, and foreign exchange gains and losses arising from the remeasurement of balances in currencies other than the functional currency of our legal entities are reflected in Corporate and Other.

Corporate and Other costs increased by $41 million (or 29%) to $184 million for the year ended December 31, 2020, compared with Corporate and Other costs of $143 million for the same period in 2019. The increase in Corporate and Other costs for the year ended December 31, 2020 was primarily attributable to $23 million of higher costs associated with legacy environmental remediation matters, $10 million of higher costs associated with legacy legal matters, and a $5 million investment in STEM under our Corporate Responsibility Commitment during the fourth quarter of 2020.

Corporate and Other costs decreased by $19 million (or 12%) to $143 million for the year ended December 31, 2019, compared with Corporate and Other costs of $162 million for the same period in 2018. The decrease in Corporate and Other costs for the year ended December 31, 2019 was primarily attributable to lower performance-related compensation costs and lower costs for certain legacy legal matters.

2021 Outlook

Our 2021 results will be driven by the following expectations in each of our reportable segments:

We expect that our capital expenditures will be approximately $350 million.

Our outlook for 2021 reflects our current visibility and expectations based on market factors, such as currency movements, macro-economic factors, and end-market demand. In particular, end-market demand may be impacted by factors beyond our control, including the ongoing COVID-19 pandemic. Our ability to meet our expectations are subject to numerous risks, including, but not limited to, those described in Item 1A – Risk Factors.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations and available cash, along with our receivables securitization and borrowings under our debt financing arrangements, both of which are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements. Our operating cash flow generation is driven by, among other things, the general global economic conditions at any point in time and their resulting impacts on demand for our products, raw materials and energy prices, and industry-specific issues, such as production capacity and utilization. We have generated strong operating cash flows through various past industry and economic cycles, evidencing the underlying operating strength of our businesses.

The Chemours Company

SignificantuncertaintycontinuestoexistconcerningboththemagnitudeandthedurationoftheimpactstoourfinancialresultsandconditionascausedbytheCOVID-19pandemic.Regardlessofsizeandduration,theserapidlyevolvingchallengeshavehadandwillcontinuetohaveanadverseimpactonouroperatingcashflows.InanticipationofdeclinesincustomerdemanddrivenbyCOVID-19,weimplementedarangeofactionsaimedatreducingcostsbyreducingalldiscretionaryspend,freezingnon-criticalhiring,anddelayingexternalspendwhereverpossible.Wealsoreducedstructuralplantfixedcoststoimprovetheefficiencyofourproductionunits,aninitiativethatwasalreadyinflightattheendof2019.Inaddition,wherelegallypermissible,wemadetemporarybasepayreductionsforsalariedemployeesglobally,untilwesawanimprovementindemandacrosstheCompany.ThisincludedourChiefExecutiveOfficerwhotookatemporarybasesalaryreductionof40%andtheexecutiveteamwhotookatemporarybasesalaryreductionof30%.OurtemporarybasesalaryreductionswerediscontinuedinSeptember2020,andemployeeswerereimbursedtheirforgonebasesalaryamountsinDecember2020,wherepossible.Basedontheaforementionedactions,wedeliveredtoachieve$160millionincostreductions.Wealsoreducedourcapitalspendingby$125million,onlyproceedingwithcapitalprojectsconsideredcriticalinthenear-term.BasedonourresponsestotheCOVID-19pandemic,weanticipatethatourcashgeneratedfromoperations,availablecash,receivablessecuritization,andexistingdebtfinancingarrangementswillprovideuswithsufficientliquiditythroughatleastFebruary2022.Ifthemacroeconomicsituationdeterioratesorthedurationofthepandemicisextended,wewillevaluateadditionalcostactions,asnecessary,astheoperationalandfinancialimpactstoourCompanycontinuetoevolve.

During the year ended December 31, 2020, we decided to take certain precautionary measures in light of macroeconomic uncertainties driven by COVID-19. On April 8, 2020, we drew $300 million from our revolving credit facility, which we subsequently repaid during the third quarter of 2020 based on the Company’s liquidity position. As of December 31, 2020, no borrowings remain outstanding under the revolving credit facility, although outstanding letters of credit of $102 million offset our borrowing availability from the maximum capacity of $800 million. The availability under our revolving credit facility is subject to a maintenance covenant based on senior secured net debt and the last 12 months of consolidated EBITDA, as defined in our amended and restated credit agreement. Based on our forecasts and plans, we anticipate that we will be in compliance with our credit facility covenants through at least February 2022. For further details regarding our debt covenants pursuant to the amended and restated credit agreement of our senior secured credit facilities, refer to “Note 20 – Debt” to the Consolidated Financial Statements. In addition to the borrowings under our revolving credit facility, we also elected to accept tax relief provided by various taxing jurisdictions. The accepted relief primarily applies to foreign taxing jurisdictions and resulted in the deferral of approximately $80 million in tax payments, of which approximately $35 million was paid in the fourth quarter of 2020.

At December 31, 2020, we had total cash and cash equivalents of $1.1 billion, of which $822 million was held by our foreign subsidiaries. All cash and cash equivalents held by our foreign subsidiaries is readily convertible into currencies used in our operations, including the U.S. dollar. During the year ended December 31, 2020, we received approximately $360 million of net cash in the U.S. through intercompany loans and dividends. Traditionally, the cash and earnings of our foreign subsidiaries have generally been used to finance their operations and capital expenditures, and it is our intention to indefinitely reinvest the historical pre-2018 earnings of our foreign subsidiaries. However, beginning in 2018, management asserts that only certain foreign subsidiaries are indefinitely reinvested. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements. Management believes that sufficient liquidity is available in the U.S. through at least February 2022, which includes borrowing capacity under our revolving credit facility.

Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash, receivables securitization, and our existing debt financing arrangements. Such obligations include:

The Chemours Company

We continue to believe our sources of liquidity are sufficient to fund our planned operations and to meet our interest, dividend, and contractual obligations through at least February 2022. Our financial policy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments; (ii) maintain appropriate leverage by using free cash flows to repay outstanding borrowings; and, (iii) return cash to shareholders through dividends and share repurchases. Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced dividends of $0.25 per share, amounting to approximately $160 million per year, and, on February 10, 2021, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2021. Under our 2018 Share Repurchase Program, as further discussed in Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities in this Annual Report on Form 10-K, we also have remaining authority to repurchase $428 million of our outstanding common stock. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Further, the decision to refinance our existing debt is based on a number of factors, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges. Such charges could have a material impact on our financial position, results of operations, or cash flows.

Cash Flows

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing activities for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

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 )

Operating Activities

We generated $807 million, $650 million, and $1.1 billion in cash flows from our operating activities during the years ended December 31, 2020, 2019, and 2018, respectively.

The increase in our operating cash inflows for the year ended December 31, 2020 was primarily attributable to lower raw materials inventories purchases, as well as the $125 million of accounts receivables sold to the bank pursuant to the amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under our accounts receivable securitization facility (“Securitization Facility”). The increase in our comparative operating cash inflows was also attributable to our cost savings initiatives in response to the COVID-19 pandemic and decreased payments for performance-related compensation costs. These comparative increases in our operating cash flows for the year ended December 31, 2020 were partially offset by a decrease in our net sales.

The decrease in our operating cash inflows for the year ended December 31, 2019 was primarily attributable to a decrease in our net income, despite reduction in our finished products inventories to align with decreased sales volumes during the year ended December 31, 2019 when compared to the prior year. We also made cash payments for certain raw materials purchases that occurred during the fourth quarter of 2018.

The Chemours Company

InvestingActivities

We used $234 million in cash flows for our investing activities during the year ended December 31, 2020. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment, amounting to $267 million. The comparative reduction in our purchases of property, plant, and equipment during the year ended December 31, 2020 was primarily attributable to temporary cash preservation initiatives, which were implemented in anticipation of declining customer demand as driven by COVID-19. For further information related to our temporary cash preservation initiatives and the impact on our capital spending for the year ended December 31, 2020, refer to the “Liquidity and Capital Resources” section within this MD&A. The comparative reduction in our purchases of property, plant, and equipment was also attributable to certain prior year capital expenditures, which did not recur during the year ended December 31, 2020. For further information related to the capital projects driving our year-over-year reduction in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A. Our investing cash outflows for the year ended December 31, 2020 were partially offset by $27 million of cash received from the settlement of certain of our foreign currency forward contracts.

We used $483 million in cash flows for our investing activities during the year ended December 31, 2019. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $481 million, as well as $10 million of upfront cash consideration payments in connection with our acquisition of Southern Ionics Minerals, LLC (“SIM”) in the third quarter of 2019. These investing cash outflows were partially offset by proceeds from the sales of assets and businesses of $9 million, which were primarily attributable to $4 million received from the sale of our Oakley, California site and $2 million received from the sale of our Methylamines and Methylamides business.

We used $487 million in cash flows for our investing activities during the year ended December 31, 2018. Our investing cash outflows for the year ended December 31, 2018 were primarily attributable to purchases of property, plant, and equipment amounting to $498 million, and $37 million in total cash consideration payments for the acquisition of ICOR International, Inc. These investing cash outflows were partially offset by proceeds from the sales of assets and businesses of $46 million, which were primarily attributable to the sale of our Linden, New Jersey site for $39 million.

Financing Activities

We used $449 million in cash flows for our financing activities during the year ended December 31, 2020. Our financing cash outflows were primarily attributable to our debt refinancing activities, resulting in $908 million in debt repayments and $16 million in premium payments to purchase and redeem the remaining outstanding aggregate principal amount of our 2023 Dollar Notes. Our debt refinancing cash outflows were partially offset by $790 million of proceeds received, net of debt issuance costs, in connection with the issuance of our 2028 Notes. We also continued our capital allocation activities to return cash to our shareholders, resulting in $164 million of cash dividends paid. Our financing cash outflows were also attributable to the amendment and restatement of our receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”) under our Securitization Facility, resulting in net repayments of $110 million to settle the associated collateralized borrowings. Aside from the payments associated with our refinancing activities and our Securitization Facility, we also made $35 million in debt repayments. Our financing cash outflows for the year ended December 31, 2020 are also inclusive of our repayment of $300 million in proceeds received from drawing on our revolving credit facility, which was executed on April 8, 2020 as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19. We also made a $10 million acquisition-related installment payment in the third quarter of 2020, which was associated with our previous acquisition of SIM in the third quarter of 2019.

We used $419 million in cash flows for our financing activities during the year ended December 31, 2019. Our financing cash outflows were primarily attributable to our capital allocation activities, resulting in $486 million of cash returned to shareholders through our 2018 Share Repurchase Program and through cash dividends paid. In addition, we made $30 million in payments for withholding taxes on certain of our vested stock-based compensation awards. We also drew $150 million on our revolving credit facility for general corporate purposes. We subsequently repaid the revolver borrowing in full, primarily using the $125 million proceeds originally received from the Securitization Facility, as well as available cash. During the year ended December 31, 2019, we also repaid a net $15 million of the borrowings from the Securitization Facility. The Securitization Facility is further described in “Note 20 – Debt” to the Consolidated Financial Statements.

We used $993 million in cash flows for our financing activities during the year ended December 31, 2018. Our financing cash outflows for the year ended December 31, 2018 were primarily attributable to the following: $679 million in debt repayments and $29 million in “make-whole” premium payments in connection with our debt refinancing activities, as well as scheduled principal repayments; $644 million for purchases of our issued and outstanding common stock under our share repurchase programs; and, $148 million for payments of cash dividends. These financing cash outflows were partially offset by $520 million in net proceeds from the issuance of our euro-denominated 4.000% senior unsecured notes due May 2026.

The Chemours Company

CurrentAssets

The following table sets forth the components of our current assets at December 31, 2020 and 2019.

December 31,

Cash and cash equivalents $ 1,105 $ 943

Accounts and notes receivable, net 511 674

Prepaid expenses and other 78 81

Our accounts and notes receivable, net decreased by $163 million (or 24%) to $511 million at December 31, 2020, compared with accounts and notes receivable, net of $674 million at December 31, 2019. The decrease in our accounts and notes receivable, net at December 31, 2020 was primarily attributable to $125 million of accounts receivables sold to the bank in accordance with the Amended Purchase Agreement under our Securitization Facility. The decrease in our accounts and notes receivable, net at December 31, 2020 was also attributable to lower net sales in the fourth quarter of 2020 when compared to the same period in 2019, as well as the timing of payments from our customers.

Our inventories decreased by $140 million (or 13%) to $939 million at December 31, 2020, compared with inventories of $1.1 billion at December 31, 2019. The decrease in our inventories at December 31, 2020 was primarily attributable to lower raw materials inventories purchases in connection with lower sales volumes during the COVID-19 pandemic.

Our prepaid expenses and other assets were largely unchanged at $78 million and $81 million at December 31, 2020 and 2019, respectively.

Current Liabilities

The following table sets forth the components of our current liabilities at December 31, 2020 and 2019.

December 31,

Short-term and current maturities of long-term debt 21 134

Other accrued liabilities 577 484

Total current liabilities $ 1,442 $ 1,541

Our accounts payable decreased by $79 million (or 9%) to $844 million at December 31, 2020, compared with accounts payable of $923 million at December 31, 2019. The decrease in our accounts payable at December 31, 2020 was primarily attributable to lower raw materials inventories purchases in connection with lower sales volumes, our cost savings initiatives in response to the COVID-19 pandemic, and the timing of payments to our vendors.

Our short-term and current maturities of long-term debt decreased by $113 million (or 84%) to $21 million at December 31, 2020, compared with short-term and current maturities of long-term debt of $134 million at December 31, 2019. The decrease in our short-term and current maturities of long-term debt at December 31, 2020 was primarily attributable to the amendment and restatement of the Original Purchase Agreement under our Securitization Facility, resulting in the settlement of $110 million in collateralized borrowings outstanding as of December 31, 2019.

Our other accrued liabilities increased by $93 million (or 19%) to $577 million at December 31, 2020, compared with other accrued liabilities of $484 million at December 31, 2019. The increase in our other accrued liabilities at December 31, 2020 was primarily attributable to an increase for performance-related compensation costs, $29 million accrued in connection with our portion of the costs to settle PFOA multi-district litigation in the fourth quarter of 2020, and a $21 million increase for environmental remediation at certain of our sites. These increases in our other accrued liabilities at December 31, 2020 were partially offset by a $10 million installment payment in the third quarter of 2020 in connection with our acquisition of SIM in the third quarter of 2019.

Credit Facilities and Notes

Refer to “Note 20 – Debt” to the Consolidated Financial Statements for a discussion of our credit facilities and notes.

The Chemours Company

GuarantorFinancialInformation

The following disclosures set forth summarized financial information and alternative disclosures in accordance with Rule 13-01 of Regulation S-X (“Rule 13-01”). These disclosures have been made in connection with certain subsidiaries' guarantees of the Notes. Each series of the Notes was issued by The Chemours Company (the “Parent Issuer”), and was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the same group of subsidiaries of the Parent Issuer (together, the “Guarantor Subsidiaries”), subject to certain exceptions as set forth in “Note 20 – Debt” to the Consolidated Financial Statements. The assets, liabilities, and operations of the Guarantor Subsidiaries primarily consist of those attributable to The Chemours Company FC, LLC, our primary operating subsidiary in the United States, as well as the other U.S.-based operating subsidiaries as set forth in Exhibit 22 to this Annual Report on Form 10-K. Each of the Guarantor Subsidiaries is 100% owned by the Company. None of our other subsidiaries, either direct or indirect, guarantee the Notes (together, the “Non-Guarantor Subsidiaries”). Pursuant to the indentures governing the Notes, the Guarantor Subsidiaries will be automatically released from those guarantees upon the occurrence of certain customary release provisions.

Our summarized financial information is presented on a combined basis, consisting of the Parent Issuer and Guarantor Subsidiaries (collectively, the “Obligor Group”), in accordance with the requirements under Rule 13-01, and is presented after the elimination of: (i) intercompany transactions and balances among the Parent Issuer and Guarantor Subsidiaries, and (ii) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

(Dollars in millions) Year Ended December 31, 2020

Gross profit 442

Loss before income taxes (53 )

Net income 43

Net income attributable to Chemours 43

December 31,

Assets

Liabilities

There are no significant restrictions that may affect the ability of the Guarantor Subsidiaries in guaranteeing the Parent Issuer’s obligations under our debt financing arrangements. While the Non-Guarantor Subsidiaries do not guarantee the Parent Issuer’s obligations under our debt financing arrangements, we may, from time to time, repatriate post-2017 earnings from certain of these subsidiaries to meet our financing obligations, as well.

Supplier Financing

We maintain supply chain finance programs with several financial institutions. The programs allow our suppliers to sell their receivables to one of the participating financial institutions at the discretion of both parties on terms that are negotiated between the supplier and the respective financial institution. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under this program. At December 31, 2020 and 2019, our total outstanding payables under these programs were $160 million and $150 million, respectively. Pursuant to their agreement with one of the financial institutions, certain suppliers may elect to be paid early at their discretion. The available capacity under these programs can vary based on the number of investors and/or financial institutions participating in these programs at any point in time.

The Chemours Company

CapitalExpenditures

Our operations are capital intensive, requiring ongoing investment to upgrade or enhance existing operations and to meet environmental and operational regulations. Our capital requirements have consisted, and are expected to continue to consist, primarily of:

The following table sets forth our ongoing and expansion capital expenditures, including environmental capital expenditures, for the years ended December 31, 2020, 2019, and 2018.

Year Ended December 31,

Titanium Technologies $ 89 $ 121 $ 91

Thermal & Specialized Solutions 28 32 156

Total purchases of property, plant, and equipment $ 267 $ 481 $ 498

Our capital expenditures decreased by $214 million (or 44%) to $267 million for the year ended December 31, 2020, compared with capital expenditures of $481 million for the same period in 2019. The decrease in our capital expenditures for the year ended December 31, 2020 reflected our temporary cash preservation initiatives, which were implemented in anticipation of declining customer demand driven by COVID-19. For further information related to our temporary cash preservation initiatives and the impact on our capital spending for the year ended December 31, 2020, refer to the “Liquidity and Capital Resources” section within this MD&A. In addition to our temporary cash preservation initiatives, capital expenditures during the year ended December 31, 2020 also declined as certain capital expenditures for the year ended December 31, 2019 did not recur, whether to the same magnitude or at all, in 2020. Such capital expenditures in 2019 included the continued construction and completion of our new R&D facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware, as well as the earlier stages of preparation at our new minerals sands mine site in Jesup, Georgia. We also invested in a thermal oxidizer in 2019 to reduce aerial PFAS emissions from Fayetteville, which is further discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. For the year ended December 31, 2020, we did incur capital expenditures to finish the project work required to open our new mineral sands mine site in Jesup, Georgia.

Our capital expenditures decreased by $17 million (or 3%) to $481 million for the year ended December 31, 2019, compared with capital expenditures of $498 million for the same period in 2018. The significant drivers of our capital expenditures for the year ended December 31, 2019, as discussed immediately above, were more than offset by capital expenditures for the year ended December 31, 2018 that did not recur, whether to the same magnitude or at all, in 2019. Such expenditures in 2018 included the completion of our OpteonTM refrigerants plant in Corpus Christi, Texas, as well as progress on our planned Mining Solutions plant in Mexico prior to its construction suspension, which is further discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

The Chemours Company

CriticalAccountingPoliciesandEstimates

Our significant accounting policies are more fully described in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements. Management believes that the application of these policies on a consistent basis enables us to provide the users of our financial statements with useful and reliable information about our operating results and financial condition.

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts, including, but not limited to, receivable and inventory valuations, impairment of tangible and intangible assets, long-term employee benefit obligations, income taxes, restructuring liabilities, environmental matters, and litigation. Management’s estimates are based on historical experience, facts, and circumstances available at the time, and various other assumptions that are believed to be reasonable. We review these matters and reflect changes in estimates as appropriate. Management believes that the following represents some of the more critical judgment areas in the application of our accounting policies, which could have a material effect on our financial position, results of operations, or cash flows.

Provision for (Benefit from) Income Taxes

The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for (benefit from) income taxes represents income taxes paid or payable for the current year, plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more-likely-than-not that a tax benefit will not be realized. In evaluating the ability to realize deferred tax assets, we rely on, in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable temporary differences, tax planning strategies, and forecasted taxable income using historical and projected future operating results.

The breadth of our operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating the taxes that we will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation, and resolutions of disputes arising from federal, state, and international tax audits in the normal course of business. A liability for unrecognized tax benefits is recorded when management concludes that the likelihood of sustaining such positions upon examination by taxing authorities is less than more-likely-than-not. It is our policy to include accrued interest related to unrecognized income tax positions and income tax-related penalties in the provision for (benefit from) income taxes.

With respect to U.S. tax reform, while we have completed our analysis within the applicable measurement period, pursuant to Staff Accounting Bulletin No. 118 as issued by the SEC, we account for the tax impacts of new provisions based on interpretation of existing statutory law, including proposed regulations issued by the U.S. Treasury and the IRS. While there can be no assurances as to the effect of any final regulations on our provision for (benefit from) income taxes, we will continue to evaluate the impacts as any issued regulations become final and adjust our estimates, as appropriate.

Refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements for further information related to our income tax positions.

The Chemours Company

Long-livedAssets

We evaluate the carrying value of our long-lived assets to be held and used when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. For the purposes of recognition or measurement of an impairment charge, the assessment is performed on the asset or asset group at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. To determine the level at which the assessment is performed, we consider factors such as revenue dependency, shared costs, and the extent of vertical integration. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the use and eventual disposition of the asset or asset group are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The fair value methodology used is an estimate of fair market value, which is made based on prices of similar assets or other valuation methodologies, including present value techniques. Long-lived assets to be disposed of other than by sale are classified as held for use until their disposal. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of their carrying amount or fair market value, less the estimated costs to sell. Depreciation is discontinued for any long-lived assets classified as held for sale.

The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time. The dynamic economic environments in which our segments operate, and key economic and business assumptions with respect to projected selling prices, market growth, and inflation rates, can significantly impact the outcome of our impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in the factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized. In addition, we continually review our diverse portfolio of assets to ensure that they are achieving their greatest potential and are aligned with our growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses. We did not recognize material impairment charges on our long-lived assets during the years ended December 31, 2020, 2019, and 2018.

Within our Chemical Solutions segment, we are currently in the process of constructing a new Mining Solutions facility in Gomez Palacio, Durango, Mexico. In connection with the facility:

In connection with our construction work at the site, we had previously entered into an agreement with a third-party services provider. In the fourth quarter of 2020, we entered into dispute resolution with the third-party services provider, resulting in a $26 million charge related to contract termination fees, as well as immediate recognition of $11 million of other related prepaid costs. At December 31, 2020, we had $146 million of long-lived assets under construction at the facility. We ultimately believe that we will be successful in obtaining our permits and will continue with our planned development of the site. While we currently believe these amounts are recoverable, an unfavorable ruling by the Mexican courts on our appeals could lead to a fixed asset impairment assessment that potentially impairs all or a portion of the facility, resulting in a non-cash charge in our results of operations at that time.

The Chemours Company

Goodwill

The excess of the purchase price over the estimated fair value of the net assets acquired in a business combination, including any identified intangible assets, is recorded as goodwill. We test our goodwill for impairment at least annually on October 1; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Goodwill is evaluated for impairment at the reporting unit level, which is defined as an operating segment, or one level below an operating segment. A reporting unit is the level at which discrete financial information is available and reviewed by business management on a regular basis. An impairment exists when the carrying value of a reporting unit exceeds its fair value. The amount of impairment loss recognized in the consolidated statements of operations is equal to the excess of a reporting unit’s carrying value over its fair value, which is limited to the total amount of goodwill allocated to the reporting unit.

The fair values of our reporting units were determined by using a combination of income-based and/or market-based valuation techniques. These valuation models incorporated a number of assumptions and judgments surrounding general market and economic conditions, short- and long-term revenue growth rates, gross margins, and prospective financial information surrounding future cash flows of the reporting units. Projections are based on internal forecasts of future business performance and are based on growth assumptions, which exclude business growth opportunities not yet fully realized. Discount rate and market multiple assumptions were determined based on relevant peer companies in the chemicals sector.

As of October 1, 2020, we performed our annual goodwill impairment tests for all reporting units. Based upon the results of our annual goodwill impairment tests, no adjustments to the carrying value of goodwill were necessary during the year ended December 31, 2020. In consideration of the results of our annual goodwill impairment tests, as well as the carrying amounts of goodwill held by each of our reporting units, further information and sensitivity analyses for certain of our reporting units have been included below.

The estimated fair value of the Advanced Performance Materials reporting unit was determined by utilizing a discount rate of 9.20% and a market multiple of 7.5 times Adjusted EBITDA, resulting in an estimated fair value 22% higher than its carrying value. Advanced Performance Materials has $56 million of goodwill. Changing the weighting of the market and income approaches used for Advanced Performance Materials could result in a maximum reduction of the excess of estimated fair value over carrying value to 11%. Assuming all other factors remain the same, a 200-basis point increase in the discount rate would decrease the excess of estimated fair value over carrying value to 6%; a 1% decrease in the long-term growth rate would decrease the excess of estimated fair value over carrying value to 15%; and, a 15% decrease in the market multiple assumption would decrease the excess of estimated fair value over carrying value to 14%. Under each of these sensitivity scenarios, the Advanced Performance Materials reporting unit's fair value exceeded its carrying value.

The estimated fair value of the Mining Solutions reporting unit was determined by utilizing a discount rate of 9.70%, resulting in an estimated fair value 49% higher than its carrying value. Mining Solutions has $51 million of goodwill. Assuming all other factors remain the same, a 200-basis point increase in the discount rate would decrease the excess of estimated fair value over carrying value to 11%; and, a 1% decrease in the long-term growth rate would decrease the excess of estimated fair value over carrying value to 34%. Under each of these sensitivity scenarios, the Mining Solutions reporting unit's fair value exceeded its carrying value.

Our determination of the fair value of the Mining Solutions reporting unit considered further delays and additional costs of construction for our new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The construction-in-process for this facility represents a significant portion of the total carrying value of Mining Solutions, and, in the event that the facility was unable to be completed, the impairment of the related long-lived assets would significantly decrease the carrying value of the reporting unit. As a result, an impairment of the reporting unit’s goodwill would become less likely. Refer to the preceding “Long-lived Assets” section within this MD&A and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further information related to this matter.

In consideration of the COVID-19 pandemic, we note that a deterioration in general market conditions, a sustained trend of weaker than anticipated Company financial performance, a decline in the Company’s share price for a sustained period of time, or an increase in the market-based weighted average cost of capital, among other factors, could significantly impact our impairment analyses and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations.

The Chemours Company

EmployeeBenefits

The amounts recognized in our consolidated financial statements related to pension and other long-term employee benefits plans are determined from actuarial valuations. Inherent in these valuations are assumptions including, but not limited to, the expected returns on plan assets, discount rates at which liabilities are expected to be settled, rates of increase in future compensation levels, and mortality rates. These assumptions are updated annually and are disclosed in “Note 27 – Long-term Employee Benefits” to the Consolidated Financial Statements. In accordance with GAAP, actual results that differed from the assumptions are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods.

We use discount rates that are developed by matching the expected cash flows of each benefit plan to various yield curves constructed from a portfolio of high-quality, fixed income instruments provided by the plan’s actuary as of the measurement date. As of December 31, 2020, the weighted-average discount rate was 1.0%.

The expected long-term rates of return on plan assets are determined by performing a detailed analysis of historical and expected returns based on the strategic asset allocation of the underlying asset class applicable to each country. We also consider our historical experience with the pension funds’ asset performance. The expected long-term rates of return on plan assets are assumptions and not what is expected to be earned in any one particular year. The weighted-average long-term rates of return on plan assets assumptions used for determining our net periodic pension cost for 2020 was 3.2%.

A 50 basis point increase in the discount rate would result in a decrease of $4 million to the net periodic benefit cost for 2021, while a 50 basis point decrease in the discount rate would result in an increase of approximately $5 million. A 50 basis point increase in the expected return on plan assets assumption would result in a decrease of approximately $3 million to the net periodic benefit cost for 2021, while a 50 basis point decrease in the expected return on plan assets assumption would result in an increase of approximately $3 million.

Litigation

We accrue for litigation matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Litigation liabilities and expenditures included in our consolidated financial statements include litigation matters that are liabilities of EID and its subsidiaries, which we may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation. Disputes between us and EID may arise with respect to indemnification of these matters, including disputes based on matters of law or contract interpretation. If, and to the extent these disputes arise, they could materially adversely affect our results of operations. Legal costs such as outside counsel fees and expenses are charged to expense in the period services are received.

Environmental Liabilities and Expenditures

We accrue for environmental remediation costs when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. Estimated liabilities are determined based on existing remediation laws and technologies and our planned remedial responses, which are derived from environmental studies, sampling, testing, and other analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies. These accruals are adjusted periodically as remediation efforts progress and as additional technology, regulatory, and legal information become available.

Environmental liabilities and expenditures include claims for matters that are liabilities of EID and its subsidiaries, which we may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation. These accrued liabilities are undiscounted and do not include claims against third parties.

Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued. Other environmental costs are also charged to expense in the period incurred, unless they increase the value of the property or reduce or prevent contamination from future operations, in which case they are capitalized and amortized.

Recent Accounting Pronouncements

Refer to “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements for a discussion about recent accounting pronouncements.

The Chemours Company

EnvironmentalMatters

Consistent with our values and our Environment, Health, Safety, and Corporate Responsibility policy, we are committed to preventing releases to the environment at our manufacturing sites to keep our people and communities safe, and to be good stewards of the environment. We are also subject to environmental laws and regulations relating to the protection of the environment. We believe that, as a general matter, our policies, standards, and procedures are properly designed to prevent unreasonable risk of harm to people and the environment, and that our handling, manufacture, use, and disposal of hazardous substances are in accordance with applicable environmental laws and regulations.

Environmental Expenditures

We incur costs for pollution abatement activities, including waste collection and disposal, installation and maintenance of air pollution controls and waste water treatment, emissions testing and monitoring, and obtaining permits. Annual expenses charged to current operations include environmental operating costs and increases in remediation accruals, if any, during the period reported.

The charges described in this section include $194 million accrued for costs associated with the Consent Order between us and the NC DEQ, which is further described in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. These accrued liabilities represent on-site remediation, off-site groundwater remediation, and toxicology studies related to Fayetteville.

Our environmental remediation expenditures are subject to considerable uncertainty and may fluctuate significantly. In the U.S., additional capital expenditures associated with ongoing operations (as described below) are expected to be required over the next decade for treatment, storage, and disposal facilities for solid and hazardous waste and for compliance with the Clean Air Act (“CAA”). Until all CAA regulatory requirements are established and known, considerable uncertainty will remain regarding estimates for our future capital and remediation expenditures.

Environmental Capital Expenditures

For the years ended December 31, 2020, 2019, and 2018, we spent $33 million, $101 million, and $57 million, respectively, on environmental capital projects that were either required by law or necessary to meet our internal environmental objectives. The decrease in our environmental capital expenditures for the year ended December 31, 2020, when compared with the same periods in 2019 and 2018, was primarily attributable to our investment in a thermal oxidizer to reduce aerial PFAS emissions from Fayetteville. Our thermal oxidizer became fully operational at the site in December 2019, and, in March 2020, we announced that testing results conducted in the first 90 days of operation show that the TO is controlling PFAS emissions at an average efficiency exceeding 99.999%. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further information regarding our environmental remediation at Fayetteville.

We expect our future capital expenditures for environmental matters will continue to vary, based on the success of our deployed solutions, changes in our operations, technological advancements, developments in environmental requirements, and stakeholder expectations.

Environmental Remediation

In large part, because of past operations, operations of predecessor companies, or past disposal practices, we, like many other similar companies, have clean-up responsibilities and associated remediation costs, and are subject to claims by other parties, including claims for matters that are liabilities of EID and its subsidiaries that we may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation.

We accrue for clean-up activities consistent with the policy described under “Critical Accounting Policies and Estimates” within this MD&A and in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements. Our environmental liabilities include estimated costs, including certain accruable costs associated with on-site capital projects, related to a number of sites for which it is probable that environmental remediation will be required, whether or not subject to enforcement activities, as well as those obligations that result from environmental laws such as the CERCLA, RCRA, and similar federal, state, local, and foreign laws. These laws require certain investigative, remediation, and restoration activities at sites where we conduct or once conducted operations or at sites where our generated waste was disposed. At December 31, 2020 and 2019, our consolidated balance sheets include environmental remediation liabilities of $390 million and $406 million, respectively, relating to these matters, which, as discussed in further detail below, include $194 million and $201 million, respectively, for Fayetteville.

The Chemours Company

ThefollowingtablesetsforththeactivitiesrelatedtoourenvironmentalremediationliabilitiesfortheyearsendedDecember31,2020and2019.

December 31,

Increase in remediation accrual 71 200

Remediation payments (87 ) (85 )

Our estimated liability for environmental remediation covered 211 sites at December 31, 2020 and 2019.

The following table sets forth our environmental remediation liabilities by site category.

Multi-party Superfund/non-owned (1) 87 72 86 79

As part of our legacy as a former subsidiary of EID, we are cleaning-up historical impacts to soil and groundwater that have occurred in the past at the 24 sites that we own. These operating and former operating sites make up approximately 82% of our environmental remediation liabilities at December 31, 2020.

We were also assigned numerous clean-up obligations from EID, which pertain to 87 sites previously owned by EID and/or us, as well as sites that we or EID never owned or operated. We are meeting our obligations to clean up those sites. The majority of these non-owned sites are multi-party Superfund sites that we, through EID, have been notified of potential liability under CERCLA, RCRA, or similar state laws and which, in some cases, may represent a small fraction of the total waste that was allegedly disposed of at a site. These sites represent approximately 18% of our environmental remediation liabilities at December 31, 2020. Included in the 87 sites are 36 inactive sites for which there has been no known investigation, clean-up, or monitoring activity, and no remediation obligation is imposed or required; as such, no remediation liabilities are recorded.

The remaining 100 sites, which are Superfund sites and other sites not owned by us, are either already closed or settled, or sites for which we do not believe we have clean-up responsibility based on current information.

With the exception of Fayetteville, our remediation portfolio is relatively mature, with many sites under active clean-up and moving towards final completion.

The Chemours Company

Thefollowinggraphsetsforththenumberofremediationsitesbysiteclean-upphaseandourenvironmentalremediationliabilitiesbysiteclean-upphaseasofDecember31,2020and2019.

(2) Dollars in millions.

As remediation efforts progress, sites move from the investigation phase (“Investigation”) to the active clean-up phase (“Active Remediation”), and as construction is completed at Active Remediation sites, those sites move to the operation, maintenance, and monitoring (“OM&M”), or closure phase. As final clean-up activities for some significant sites are completed over the next several years, we expect our annual expenses related to these active sites to decline over time. The time frame for a site to go through all phases of remediation (Investigation and Active Remediation) may take about 15 to 20 years, followed by several years of OM&M activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, and diverse regulatory requirements, as well as the presence or absence of other Potentially Responsible Parties (“PRPs”). In addition, for claims that we may be required to indemnify EID pursuant to the Separation-related agreements, we and EID may have limited available information for certain sites or are in the early stages of discussions with regulators. For these sites, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately $580 million above the amount accrued at December 31, 2020. In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans. As a result, uncertainty is reduced, and sites ultimately move into OM&M, as needed. As more sites advance from Investigation to Active Remediation to OM&M or closure, the upper end of the range of potential liability is expected to decrease over time.

Some remediation sites will achieve site closure and will require no further action to protect people and the environment and comply with laws and regulations. At certain sites, we expect that there will continue to be some level of remediation activity due to ongoing OM&M of remedial systems. In addition, portfolio changes, such as an acquisition or divestiture, or notification as a PRP for a multi-party Superfund site, could result in additional remediation activity and potentially additional accrual.

Management does not believe that any loss, in excess of amounts accrued, related to remediation activities at any individual site will have a material impact on our financial position or cash flows for any given year, as such obligation can be satisfied or settled over many years.

The Chemours Company

SignificantEnvironmentalRemediationSites

While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2020 and 2019, the following table sets forth the sites that are the most significant.

December 31,

Chambers Works, Deepwater, New Jersey $ 20 $ 20

East Chicago, Indiana 11 17

Fayetteville Works, Fayetteville, North Carolina 194 201

Pompton Lakes, New Jersey 42 43

USS Lead, East Chicago, Indiana 12 13

Total environmental remediation $ 390 $ 406

The five sites listed above represent 72% of our total accrued environmental remediation liabilities at December 31, 2020 and 2019. For these five sites, we expect to spend, in the aggregate, $118 million over the next three years. For all other sites, we expect to spend $69 million over the next three years.

Chambers Works, Deepwater, New Jersey

The Chambers Works complex is located on the eastern shore of the Delaware River in Deepwater, Salem County, New Jersey. The site comprises the former Carneys Point Works in the northern area and the Chambers Works manufacturing area in the southern area. Site operations began in 1892 when the former Carneys Point smokeless gunpowder plant was constructed at the northern end of Carneys Point. Site operations began in the manufacturing area around 1914 and included the manufacture of dyes, aromatics, elastomers, chlorofluorocarbons, and tetraethyl lead. We continue to manufacture a variety of fluoropolymers and finished products at Chambers Works. In addition, three tenants operate processes at Chambers Works including steam/electricity generation, industrial gas production, and the manufacture of intermediate chemicals. As a result of over 100 years of continuous industrial activity, site soils and groundwater have been impacted by chemical releases.

In response to identified groundwater contamination, a groundwater interceptor well system (“IWS”) was installed in 1970, which was designed to contain contaminated groundwater and restrict off-site migration. Additional remediation is being completed under a federal RCRA Corrective Action permit. The site has been studied extensively over the years, and more than 25 remedial actions have been completed to date and engineering and institutional controls put in place to ensure protection of people and the environment. In the fourth quarter of 2017, a site perimeter sheet pile barrier intended to more efficiently contain groundwater was completed.

Remaining work beyond continued operation of the IWS and groundwater monitoring includes completion of various targeted studies on site and in adjacent water bodies to close investigation data gaps, as well as selection and implementation of final remedies under RCRA Corrective Action for various solid waste management units and areas of concern not yet addressed through interim measures.

East Chicago, Indiana

East Chicago is a former manufacturing facility that we previously owned in East Chicago, Lake County, Indiana. The approximate 440-acre site is bounded to the south by the east branch of the Grand Calumet River, to the east and north by residential and commercial areas, and to the west by industrial areas, including a former lead processing facility. The inorganic chemicals unit on site produced various chloride, ammonia, and zinc products and inorganic agricultural chemicals beginning in 1892 until 1986. Organic chemical manufacturing began in 1944, consisting primarily of chlorofluorocarbons production. The remaining business was sold to W.R. Grace Company (“Grace”) in early 2000. Approximately 172 acres of the site were never developed and are managed by The Nature Conservancy for habitat preservation.

A comprehensive evaluation of soil and groundwater conditions at the site was performed as part of the RCRA Corrective Action process. Studies of historical site impacts began in 1983 in response to preliminary CERCLA actions undertaken by the U.S. Environmental Protection Agency (“EPA”). The EPA eventually issued an Administrative Order on Consent for the site in 1997. The order specified that remediation work be performed under RCRA Corrective Action authority. Work has proceeded under the RCRA Corrective Action process since that time.

The Chemours Company

Subsequentinvestigationsincludedthepreparationofinitialenvironmentalsiteassessmentsandmultiplephasesofinvestigation.In2002,asaninterimremedialmeasure,two2,000-footlongpermeablereactivebarriertreatmentwallswereinstalledalongthenorthernpropertyboundarytoaddressmigrationofchemicalsingroundwater.Sincethattime,theinvestigationprocesshasbeencompletedandapprovedbytheEPA,andthefinalremedyforthesitewasissuedbytheEPAinJuly2018.

On June 29, 2018, we sold the East Chicago, Indiana site to a third party for $1 million. In connection with the sale, the buyer agreed to assume all costs associated with environmental remediation activities at the site in excess of $21 million, which will remain our responsibility. At the time of the sale, we had accrued the full $21 million, of which $11 million remained as of December 31, 2020. We will reimburse the buyer through a series of progress payments to be made at defined intervals as certain tasks are completed.

Fayetteville Works, Fayetteville, North Carolina

Fayetteville is located southeast of the City of Fayetteville in Cumberland and Bladen counties, North Carolina. The facility encompasses approximately 2,200 acres, which were purchased by EID in 1970, and is bounded to the east by the Cape Fear River and to the west by North Carolina Highway 87. Currently, the Company manufactures fluorinated monomers, fluorinated vinyl ethers, NafionTM membranes and dispersions, and fluoropolymer processing aids at the site. A former manufacturing area, which was sold in 1992, produced nylon strapping and elastomeric tape. EID sold its Butacite® and SentryGlas® manufacturing units to Kuraray America, Inc. in September 2014. In July 2015, upon our Separation from EID, we became the owner of the Fayetteville land assets along with fluoromonomers, NafionTM membranes, and the related polymer processing aid manufacturing units. A polyvinyl fluoride resin manufacturing unit remained with EID.

Beginning in 1996, several stages of site investigation were conducted under NC DEQ oversight, as required by the facility's hazardous waste permit. In addition, the site has voluntarily agreed to agency requests for additional investigations of the potential release of “PFAS” (per- and polyfluoroalkyl substances) beginning with “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) in 2006. As a result of detection of GenX in on-site groundwater wells during our investigations in 2017, the NC DEQ issued a Notice of Violation (“NOV”) on September 6, 2017 alleging violations of North Carolina water quality statutes and requiring further response. Since that time, and in response to three additional NOVs issued by NC DEQ and pursuant to the Consent Order (as discussed below), we have worked cooperatively with the agency to investigate and address releases of PFAS to on-site and off-site groundwater and surface water.

As discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, we, along with NC DEQ and Cape Fear River Watch (“CFRW”), a non-profit organization, have filed a final Consent Order (“CO”) that comprehensively addressed various issues, NOVs, and court filings made by the NC DEQ regarding Fayetteville and resolved litigations filed by the NC DEQ and CFRW. In connection with the CO, a thermal oxidizer became fully operational at the site in December 2019 to reduce aerial PFAS emissions from Fayetteville.

In the fourth quarter of 2019, we completed and submitted our Cape Fear River PFAS Loading Reduction Plan – Supplemental Information Report and Corrective Action Plan (“CAP”) to NC DEQ. The Supplemental Information Report provided information to support the evaluation of potential interim remedial options to reduce PFAS loadings to surface waters. The CAP described potential long-term remediation activities to address PFAS in on-site groundwater and surface waters at the site, in accordance with the requirements of the CO and the North Carolina groundwater standards, and builds on the previous submissions to NC DEQ. The NC DEQ received comments on the CAP during a public comment period, and we are awaiting formal response to the CAP from NC DEQ.

In August 2020, we, along with NC DEQ and CFRW, reached agreement on the terms of an addendum to the CO (the “Addendum”). The Addendum establishes the procedure to implement specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River, including construction of a barrier wall with groundwater extraction system to be completed by March 15, 2023. After a period of public comment, the Addendum was approved by the North Carolina Superior Court for Bladen County on October 12, 2020. We are implementing measures under the Addendum, and we have commenced detailed engineering and design work for the barrier wall and groundwater extraction system with two stages of NC DEQ design approval to be completed in 2021 and 2022.

As of December 31, 2020, based on the CO, the Addendum, the CAP, and our plans, which are based on current regulations and technology, we have accrued $140 million and $54 million related to the estimated cost of on-site and off-site remediation, respectively. For the year ended December 31, 2020, we accrued an additional $42 million, of which $31 million was attributable to off-site groundwater testing and water treatment system installations at additional qualifying third-party properties in the vicinity surrounding Fayetteville. The amounts accrued during the year ended December 31, 2020 are net of $7 million of changes in estimates related to the cost of installing, maintaining, and monitoring certain water treatment systems. During most of the second quarter of 2020, testing of drinking water wells and water treatment system installations were temporarily suspended in connection with health and safety precautions taken during the COVID-19 pandemic. We resumed residential sampling and installation of water treatment systems in June 2020. Off-site installation, maintenance, and monitoring may be impacted by additional changes in estimates as actual experience may differ from management’s estimates. Specific to our on-site remediation at Fayetteville, we accrued $11 million during the year ended December 31, 2020, including an incremental $5 million in the fourth quarter of 2020 primarily related to remediation projects for which detailed engineering design was complete.

The Chemours Company

PomptonLakes,NewJersey

During the 20th century, blasting caps, fuses, and related materials were manufactured at Pompton Lakes, Passaic County, New Jersey. Operating activities at the site were ceased in the mid-1990s. The primary contaminants in the soil and sediments are lead and mercury. Groundwater contaminants include volatile organic compounds. Under the authority of the EPA and the New Jersey Department of Environmental Protection (“NJ DEP”), remedial actions at the site are focused on investigating and cleaning-up the area. Groundwater monitoring at the site is ongoing, and we have installed and continue to install vapor mitigation systems at residences within the groundwater plume. In addition, we are further assessing groundwater conditions. In September 2015, the EPA issued a modification to the site’s RCRA permit that requires us to dredge mercury contamination from a 36-acre area of the lake and remove sediment from two other areas of the lake near the shoreline. The remediation activities commenced when permits and implementation plans were approved in May 2016, and work on the lake dredging project is now complete. In April 2019, we submitted a revised Corrective Measures Study (“CMS”) proposing actions to address on-site soils impacted from past operations that exceed applicable clean-up criteria. We received comments on the CMS from the EPA and NJ DEP in March 2020, and we responded to their comments in June 2020.

U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana

The U.S. Smelter and Lead Refinery, Inc. (“USS Lead”) Superfund site is located in the Calumet neighborhood of East Chicago, Lake County, Indiana. The site includes the former USS Lead facility along with nearby commercial, municipal, and residential areas. The primary compounds of interest are lead and arsenic which may be found in soils within the impacted area. The EPA is directing and organizing remediation on this site, and we are one of a number of parties working cooperatively with the EPA on the safe and timely completion of this work. EID’s former East Chicago manufacturing facility was located adjacent to the site, and EID assigned responsibility for the site to us in the Separation Agreement.

The USS Lead Superfund site was listed on the National Priorities List in 2009. To facilitate negotiations with PRPs, the EPA divided the residential part of the USS Lead Superfund site into three zones, referred to as Zone 1, Zone 2, and Zone 3. The division into three zones resulted in Atlantic Richfield Co. (“Atlantic Richfield”) and EID entering into an agreement in 2014 with the EPA and the State of Indiana to reimburse the EPA’s costs to implement clean-up in Zone 1 and Zone 3. More recently, in March 2017, we and three other parties – Atlantic Richfield, EID, and the U.S. Metals Refining Co. (“U.S. Metals”) – entered into an administrative order on consent to reimburse the EPA’s costs to clean-up a portion of Zone 2. In March 2018, the EPA issued a Unilateral Administrative Order for the remainder of the Zone 2 work to five parties, including us, Atlantic Richfield, EID, U.S. Metals, and USS Lead Muller Group, and these parties entered into an interim allocation agreement to perform that work. As of the end of 2019, the required work in Zone 3 had been completed. The required work in Zone 2 was nearly complete by the end of 2020. The determination of a final allocation for Zone 2 and/or the other Zones is ongoing, and additional PRPs may be identified.

The environmental accrual for USS Lead continues to include completion of the remaining obligations under the 2012 Record of Decision (“ROD”) and Statement of Work, which principally encompasses completion of Zone 1. The EPA released a proposed amendment to the 2012 ROD (the “ROD Amendment”) for a portion of Zone 1 in December 2018 (following its August 2018 Feasibility Study Addendum), with its recommended option based on future residential use. The EPA’s ROD Amendment for modified Zone 1 was released in March 2020, and selects as the preferred remedy one which requires a clean-up to residential standards based on the current applicable residential zoning. The ROD Amendment for modified Zone 1 also sets forth a selected contingent remedy which requires clean-up to commercial/industrial standards if the future land use becomes commercial/industrial. In November 2019, a Letter of Intent was executed by the City of East Chicago, Indiana and Industrial Development Advantage, LLC, relating to modified Zone 1 development, and the EPA has indicated that it is “more likely” that future land use in this area will be commercial/industrial and not residential. We expect that our future costs for modified Zone 1 will be contingent on the development of this area and implementation under the ROD Amendment, as well as any final allocation between PRPs.

New Jersey Department of Environmental Protection Directives and Litigation

In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other defendants. Further discussion related to these matters is included in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

The Chemours Company

PFOA

Refer to our discussion under the heading “PFOA” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

GenX

In June 2019, the Member States Committee of the European Chemicals Agency (“ECHA”) voted to list HFPO Dimer Acid as a Substance of Very High Concern. The vote was based on Article 57(f) – equivalent level of concern having probable serious effects to the environment. This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance. On September 24, 2019, Chemours filed an application with the EU Court of Justice for the annulment of the decision of ECHA to list HFPO Dimer Acid as a Substance of Very High Concern.

PFAS

Refer to our discussion under the heading “PFAS” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

In May 2020, ECHA announced that five Member States (Germany, the Netherlands, Norway, Sweden, and Denmark) launched a call for evidence to inform a PFAS restriction proposal. Companies producing or using PFAS, as well as selling mixture or products containing PFAS, were invited to provide input. This call for evidence closed July 31, 2020. Thousands of substances meet the definition of PFAS as outlined in the call for evidence. This very broad definition covers substances with a variety of physical and chemical properties, health and environmental profiles, uses, and benefits. We submitted information on the substances covered by the call for evidence to the Member State competent authority for Germany, which is the Federal Institute for Occupational Safety and Health (“BAuA”).

Delaware Chancery Court Lawsuit

In May 2019, we filed a lawsuit in Delaware Chancery Court (“Chancery Court”) against DuPont, Corteva, and EID concerning EID’s contention that it is entitled to unlimited indemnity from us for specified liabilities that EID assigned to us in the spin-off. The lawsuit requested a declaratory judgment limiting EID’s indemnification rights against us and the transfer of liabilities to us to the actual “high-end (maximum) realistic exposures” it stated in connection with the spin-off, or, in the alternative, requiring the return of the approximate $4.0 billion dividend EID extracted from us in connection with the spin-off. In March 2020, the Chancery Court granted EID’s Motion to Dismiss, placing the matter in non-public binding arbitration. The dismissal was affirmed by the Delaware Supreme Court. In January 2021, the parties entered into a binding MOU, addressing the allegations in the lawsuit and arbitration. Pursuant to the MOU, the parties have agreed to dismiss the arbitration. Many of the potential litigation liabilities discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements are included in the MOU.

The Chemours Company

Non-GAAPFinancialMeasures

We prepare our consolidated financial statements in accordance with GAAP. To supplement our financial information presented in accordance with GAAP, we provide the following non-GAAP financial measures – Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (“EPS”), Free Cash Flows (“FCF”), Return on Invested Capital (“ROIC”), and Net Leverage Ratio – in order to clarify and provide investors with a better understanding of our performance when analyzing changes in our underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. We utilize Adjusted EBITDA as the primary measure of segment profitability used by our CODM.

Adjusted EBITDA is defined as income (loss) before income taxes, excluding the following:

• interest expense, depreciation, and amortization;

• exchange (gains) losses included in other income (expense), net;

• restructuring, asset-related, and other charges;

• (gains) losses on sales of assets and business; and,

Adjusted Net Income is defined as our net income (loss), adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts. Adjusted EPS is calculated by dividing Adjusted Net Income by the weighted-average number of our common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of our stock-based compensation awards, which includes unvested restricted shares. FCF is defined as our cash flows provided by (used for) operating activities, less purchases of property, plant, and equipment as shown in our consolidated statements of cash flows. ROIC is defined as Adjusted Earnings before Interest and Taxes (“EBIT”), divided by the average of our invested capital, which amounts to our net debt, or debt less cash and cash equivalents, plus equity. Net Leverage Ratio is defined as our total debt principal, net, or our total debt principal outstanding less cash and cash equivalents, divided by Adjusted EBITDA.

We believe the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing our operating performance and underlying prospects. This analysis should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In the future, we may incur expenses similar to those eliminated in this presentation. Our presentation of Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, FCF, ROIC, and Net Leverage Ratio should not be construed as an inference that our future results will be unaffected by unusual or infrequently occurring items. The non-GAAP financial measures we use may be defined differently from measures with the same or similar names used by other companies. This analysis, as well as the other information provided in this Annual Report on Form 10-K, should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.

The Chemours Company

ThefollowingtablesetsforthareconciliationofAdjustedEBITDA,AdjustedNetIncome,andAdjustedEPStoournetincome(loss)attributabletoChemoursfortheyearsendedDecember31,2020,2019,and2018.

Year Ended December 31,

(Dollars in millions, except per share amounts) 2020 2019 2018

Net income (loss) attributable to Chemours $ 219 $ (52 ) $ 995

Exchange losses (gains), net 26 2 (1 )

Restructuring, asset-related, and other charges (2) 80 87 49

Loss on extinguishment of debt 22 — 38

Gain on sales of assets and businesses (3) (8 ) (10 ) (45 )

Transaction costs (4) 2 3 9

Legal and environmental charges (5) 49 175 82

Other charges — — 1

Adjustments made to income taxes (6) (23 ) — (41 )

Benefit from income taxes relating to reconciling items (7) (37 ) (154 ) (26 )

Net income attributable to non-controlling interests — — 1

All remaining provision for income taxes 20 82 226

Per share data

Basic earnings (loss) per share of common stock $ 1.33 $ (0.32 ) $ 5.62

Diluted earnings (loss) per share of common stock (8) 1.32 (0.32 ) 5.45

Adjusted basic earnings per share of common stock 2.00 2.54 5.85

Adjusted diluted earnings per share of common stock (8) 1.98 2.51 5.67

The Chemours Company

ThefollowingtablesetsforthareconciliationofFCFtoourcashflowsprovidedbyoperatingactivitiesfortheyearsendedDecember31,2020,2019,and2018.

Year Ended December 31,

Cash provided by operating activities $ 807 $ 650 $ 1,140

Less: Purchases of property, plant, and equipment (267 ) (481 ) (498 )

The following table sets forth a reconciliation of ROIC to Adjusted EBIT and average invested capital, and their nearest respective GAAP measures, for the periods presented.

Year Ended December 31,

Less: Depreciation and amortization (1) (320 ) (311 ) (284 )

As of December 31,

Less: Cash and cash equivalents (1,105 ) (943 ) (1,201 )

Return on Invested Capital 14 % 17 % 39 %

The following table sets forth a reconciliation of Net Leverage Ratio to our total debt principal, cash and cash equivalents, and Adjusted EBITDA.

As of December 31,

Less: Cash and cash equivalents 1,105 943

Total debt principal, net $ 2,956 $ 3,253

Year Ended December 31,

Net Leverage Ratio 3.4x 3.2x

The Chemours Company

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to changes in foreign currency exchange rates because of our global operations. As a result, we have assets, liabilities, and cash flows denominated in a variety of foreign currencies. We also have variable rate indebtedness, which subjects us to interest rate risk. Additionally, we are exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices, which may be further exacerbated by the impacts of COVID-19 and the associated volatility in the broader financial markets, may have an impact on our future cash flows and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.

By using derivative financial instruments, we are subject to credit and market risk. The fair values of the derivative financial instruments are determined by using valuation models whose inputs are derived using market observable inputs, and reflect the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit ratings.

Our risk management programs and the underlying exposures are closely correlated, such that the potential loss in value for the risk management portfolio described above would be largely offset by the changes in the value of the underlying exposures. Refer to “Note 26 – Financial Instruments” to the Consolidated Financial Statements for further information.

Foreign Currency Risks

We enter into foreign currency forward contracts to minimize the volatility in our earnings related to foreign exchange gains and losses resulting from remeasuring our monetary assets and liabilities that are denominated in non-functional currencies, and any gains and losses from the foreign currency forward contracts are intended to be offset by any gains or losses from the remeasurement of the underlying monetary assets and liabilities. These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2020, we had 25 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $688 million, the fair value of which amounted to $3 million. At December 31, 2019, we had 16 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $530 million, the fair value of which amounted to less than $1 million. We recognized a net gain of $29 million, a net loss of $2 million, and a net gain of $3 million for the years ended December 31, 2020, 2019, and 2018, respectively, within other income (expense), net related to our non-designated foreign currency forward contracts.

We enter into certain qualifying foreign currency forward contracts under a cash flow hedge program to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of our international subsidiaries that use the euro as their functional currency. At December 31, 2020, we had 144 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $101 million, the fair value of which amounted to negative $4 million. At December 31, 2019, we had 150 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $124 million, the fair value of which amounted to $1 million. We recognized a pre-tax loss of $4 million and pre-tax gains of $6 million and $10 million for the years ended December 31, 2020, 2019, and 2018, respectively, within accumulated other comprehensive loss. For the years ended December 31, 2020, 2019, and 2018, $3 million, $10 million, and $4 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

We designated our euro-denominated debt as a hedge of our net investment in certain of our international subsidiaries that use the euro as their functional currency in order to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates of the euro with respect to the U.S. dollar. We recognized a pre-tax loss of $88 million and pre-tax gains of $20 million and $32 million for the years ended December 31, 2020, 2019, and 2018, respectively, on our net investment hedge within accumulated other comprehensive loss.

Interest Rate Risk

Beginning in the second quarter of 2020, we elected to expand our cash flow hedge program and enter into interest rate swaps, which are used to mitigate the volatility in our cash payments for interest due to fluctuations in the London Interbank Offered Rate (“LIBOR”), as is applicable to the portion of our senior secured term loan facility denominated in U.S. dollars. At December 31, 2020, we had three interest rate swaps outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $400 million, the fair value of which amounted to negative $3 million. We recognized a pre-tax loss of $4 million for the year ended December 31, 2020 within accumulated other comprehensive loss. For the year ended December 31, 2020, less than $1 million of loss was reclassified to interest expense, net from accumulated other comprehensive loss.

The Chemours Company

ConcentrationofCreditRisk

Our sales are not materially dependent on any single customer. At December 31, 2020 and 2019, one individual customer balance represented approximately 5% of our total outstanding accounts and notes receivable balance. Any credit risk associated with our accounts and notes receivable balance is representative of the geographic, industry, and customer diversity associated with our global businesses. As a result of our customer base being widely dispersed, we do not believe our exposure to credit-related losses related to our business as of December 31, 2020 and 2019 was material.

We also maintain strong credit controls in evaluating and granting customer credit. As a result, we may require that customers provide some type of financial guarantee in certain circumstances. The length of terms for customer credit varies by industry and region.

Commodities Risk

A portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with changes in the business cycle. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw materials costs through timely price increases and formula price contracts to transfer or share commodity price risk. We did not have any commodity derivative financial instruments in place as of December 31, 2020 and 2019.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item 8 – Financial Statements and Supplementary Data is incorporated by reference herein as set forth in Item 15(a)(1) – Consolidated Financial Statements.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

The Chemours Company

Item9A.CONTROLSANDPROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

As of December 31, 2020, our CEO and CFO, together with management, conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

We have completed an evaluation of our internal control over financial reporting and have concluded that our internal control over financial reporting was effective as of December 31, 2020 (refer to “Management’s Report on Internal Control over Financial Reporting” on page F-2 to the Consolidated Financial Statements).

Item 9B. OTHER INFORMATION

None.

The Chemours Company

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Except for information concerning executive officers, which is included in Part I of this Annual Report on Form 10-K under the caption “Information About Our Executive Officers”, the information about our directors required by this Item 10 – Directors, Executive Officers, and Corporate Governance is contained under the caption “Proposal 1 – Election of Directors” in the definitive proxy statement for our 2021 annual meeting of stockholders (the “2021 Proxy Statement”), which we anticipate filing with the SEC within 120 days after the end of the fiscal year to which this report relates, and is incorporated herein by reference.

Information regarding our audit committee and our code of ethics is contained in the 2021 Proxy Statement under the captions “Corporate Governance” and “Board Structure and Committee Composition” and is incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION

The information required by this Item 11 – Executive Compensation is contained in the 2021 Proxy Statement under the captions “Executive Compensation”, “Director Compensation”, and “Compensation and Leadership Development Committee” and is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and not otherwise set forth below is contained in the 2021 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

Securities authorized for issuance under equity compensation plans

(Shares in thousands) December 31, 2020

Equity compensation plans approved by security holders 9,100 $ 19.21 10,200

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 – Certain Relationships and Related Transactions, and Director Independence is contained in the 2021 Proxy Statement under the captions “Director Independence” and “Certain Relationships and Transactions” and is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 – Principal Accounting Fees and Services is contained in the 2021 Proxy Statement under the captions “Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm”, “Fees Paid to Independent Registered Public Accounting Firm”, and “Audit Committee’s Pre-Approval Policies and Procedures” and is incorporated herein by reference.

The Chemours Company

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Consolidated Financial Statements

Refer to the “Index to the Consolidated Financial Statements” commencing on page F-1 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedule

Schedules not listed herein have been omitted because they are not required, not applicable, or the required information is otherwise included.

(a)(3) Exhibits

Refer to the “Exhibit Index” beginning on page 79 of this Annual Report on Form 10-K.

Item 16. FORM 10-K SUMMARY

None.

The Chemours Company

EXHIBITINDEX

Exhibit Number Description

4.2(4) Specimen 4.000% Senior Note Due 2026 (included in Exhibit 4.2(2)).

4.3(2) Specimen 5.750% Senior Notes Due 2028 (included in Exhibit 4.3(1)).

The Chemours Company

Exhibit Number Description

The Chemours Company

Exhibit Number Description

21 Subsidiaries of the Registrant.

22 List of Guarantor Subsidiaries.

23 Consent of Independent Registered Public Accounting Firm.

95 Mine Safety Disclosures.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan or arrangement.

The Chemours Company

SIGNATURES

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, thereunto duly authorized.

THE CHEMOURS COMPANY

(Registrant)

By: /s/ Sameer Ralhan

Sameer Ralhan

Senior Vice President, Chief Financial Officer

(As Duly Authorized Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

Signature Title(s) Date

/s/ Mark P. Vergnano President, Chief Executive Officer, and February 12, 2021

Mark P. Vergnano Director

(Principal Executive Officer)

/s/ Sameer Ralhan Senior Vice President, February 12, 2021

Sameer Ralhan Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew S. Abbott Vice President and Controller February 12, 2021

Matthew S. Abbott (Principal Accounting Officer)

/s/ Richard H. Brown Chairman of the Board February 12, 2021

Richard H. Brown

/s/ Curtis V. Anastasio Director February 12, 2021

Curtis V. Anastasio

/s/ Bradley J. Bell Director February 12, 2021

Bradley J. Bell

/s/ Mary B. Cranston Director February 12, 2021

Mary B. Cranston

/s/ Curtis J. Crawford Director February 12, 2021

Curtis J. Crawford

/s/ Dawn L. Farrell Director February 12, 2021

Dawn L. Farrell

/s/ Erin N. Kane Director February 12, 2021

Erin N. Kane

/s/ Sean D. Keohane Director February 12, 2021

Sean D. Keohane

TheChemoursCompany

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page

Management’s Report on Internal Control over Financial Reporting F-2

Report of Independent Registered Public Accounting Firm F-3

Consolidated Balance Sheets at December 31, 2020 and 2019 F-8

Notes to the Consolidated Financial Statements F-11

F-1

The Chemours Company

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, as stated in its report, which is presented on the following page.

CC US Equity

CC · 10-K · period ended 2020-12-31

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item9A.CONTROLSANDPROCEDURES

Item 9B. OTHER INFORMATION

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Item 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 16. FORM 10-K SUMMARY

CC US Equity☆

CC · 10-K · period ended 2020-12-31

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item9A.CONTROLSANDPROCEDURES

Item 9B. OTHER INFORMATION

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Item 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 16. FORM 10-K SUMMARY

CC US Equity