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Item 1A. RISK FACTORS

Our operations could be affected by various risks, many of which are beyond our control. Based on current information, we believe that the following identifies the material risk factors that could affect our business, results of operations, or financial condition. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer to our “Forward-looking Statements” for more details.

Risks Related to Legal Matters, Environmental Sustainability, and Regulations

Our results of operations could be adversely affected by litigation and other commitments and contingencies.

We face risks arising from various unasserted and asserted legal claims, investigations, and litigation matters, such as product liability claims, patent infringement claims, anti-trust claims, and claims for third-party property damage or personal injury stemming from alleged environmental actions (which may concern regulated or unregulated substances) or other torts. We have noted a nationwide trend in purported mass tort and class actions against chemical manufacturers generally seeking relief, such as medical monitoring, property damages, off-site remediation, and punitive damages arising from alleged environmental actions (which may concern regulated or unregulated substances) or other torts without claiming present personal injuries. We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities, and utilities alleging harm to the general public and damages to natural resources. Various factors or developments in these nationwide trends or in the actions could result in future charges that could have a material adverse effect on us. An adverse outcome in any one or more of these matters could be material to our financial results and/or stock price, and could adversely impact the value of any of our brands that are associated with any such matters. As discussed below, we are a named defendant and/or cost-sharing and defending DuPont, Corteva, and EID (together, the “DuPont Indemnitees”) in litigation related to the production and use of perfluorooctanoic acids and its salts, including the ammonium salt (“PFOA”); hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”); Aqueous Film Forming Foam (“AFFF”); per- and polyfluoroalkyl substances (“PFAS”); and other compounds.

We have received inquiries, government investigations, directives, multiple lawsuits, and other actions related to PFOA, HFPO Dimer Acid, AFFF, and PFAS as discussed in more detail in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. These or other governmental inquiries or lawsuits could lead to us incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) or otherwise. Additional lawsuits or inquiries also could be instituted related to these or other compounds in the future. Accordingly, the existing lawsuits and inquiries, and any such additional litigation, relating to our existing operations, PFOA, HFPO Dimer Acid, AFFF, PFAS, or other compounds associated with our products or operations could result in us incurring additional costs and liabilities, which may be material to our financial position and results of operations.

In the ordinary course of business, we may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we may be required to indemnify EID with regard to liabilities allocated to, or assumed by, us under each of the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement that were executed prior to the Separation. These indemnification obligations to date have included defense costs associated with certain litigation matters, as well as certain damages awards, settlements, and penalties. In January 2021, we and the DuPont Indemnitees entered into a binding Memorandum of Understanding (the “MOU”) addressing certain PFAS matters and costs as detailed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. Disputes with the DuPont Indemnitees and others which may arise with respect to the MOU and PFAS matters, including disputes based on matters of law or contract interpretation, could materially adversely affect our results of operations, financial condition, and cash flows.

16

The Chemours Company

Wearesubjecttoextensiveenvironmentalandhealthandsafetylawsandregulationsthatmayresultinunanticipatedlossorliabilityrelatedtoourcurrentandpastoperations,andthatmayresultinsignificantadditionalcompliancecostsorobligations,whichineithercase,couldreduceourprofitability.

Our operations and production facilities are dependent upon attainment and renewal of requisite operating permits and are subject to extensive environmental and health and safety laws, regulations, and enforcements at national, international, and local levels in numerous jurisdictions, relating to pollution, protection of the environment, climate change, transporting and storing raw materials and finished products, storing and disposing of hazardous wastes, and product content and other safety concerns. Such laws include, but are not limited to:

If we are found to be in violation of these laws, regulations, or enforcements, which may be subject to change based on legislative, scientific, or other factors, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, reputational harm, loss of sales or market access, or experience interruptions in our operations. Our operations and production may also be subject to changes based on increased regulation or other changes to, or restrictions imposed by, any such additional regulations. Any operational interruptions or plant shutdowns may result in delays in production or may cause us to incur additional costs to develop redundancies in order to avoid interruptions in our production cycles. In addition, the manner in which adopted regulations (including environmental and safety regulations) are ultimately implemented may affect our products, the demand for and public perception of our products, the reputation of our brands, our market access, and our results of operations. In the event of a catastrophic incident involving any of the raw materials we use or chemicals we produce, we could incur material costs as a result of addressing the consequences of such event and future reputational costs associated with any such event.

Our costs of complying with complex environmental laws, regulations, and enforcements, as well as internal and external voluntary programs, are significant and will continue to be significant for the foreseeable future. These laws, regulations, and enforcements may change and could become more stringent over time, which could result in significant additional compliance costs, increased costs of purchased energy or other raw materials, increased transportation costs, investments in, or restrictions on, our operations, installation or modification of GHG-emitting equipment, or additional costs associated with GHG emissions. As a result of our current and historic operations, including the operations of divested businesses and certain discontinued operations, we also expect to continue to incur costs for environmental investigation and remediation activities at a number of our current or former sites and third-party disposal locations. However, the ultimate costs under environmental laws and the timing of these costs are difficult to accurately predict. While we establish accruals in accordance with U.S. generally accepted accounting principles (“GAAP”), the ultimate actual costs and liabilities may vary from the accruals because the estimates on which the accruals are based depend on a number of factors (many of which are outside of our control), including the nature of the matter and any associated third-party claims, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (“PRPs”) at multi-party sites, and the number and financial viability of other PRPs. Refer to “Environmental Matters” within Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further information. We also could incur significant additional costs as a result of additional contamination that is discovered or remedial obligations imposed in the future.

As discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, we continue to have active dialogue with the North Carolina Department of Environmental Quality (“NC DEQ”) and other stakeholders regarding potential remedies that are both economically and technologically feasible to achieve the objectives of the Consent Order (“CO”) and Addendum (“Addendum”) related to the discharge of HFPO Dimer Acid and PFAS from Fayetteville into the Cape Fear River, site surface water, groundwater, and air emissions. 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 a groundwater extraction system. The estimated liabilities of achieving the CO and Addendum objectives consist of several components, each of which may vary significantly and may exceed the recorded reserve estimates. The final cost of the on-site barrier wall and groundwater treatment system depends on receiving timely NC DEQ design and permit approvals and thus the timely finalization of certain significant design details, notably the actual barrier wall location, depth, and length, number and configuration of extraction wells, water extraction rates and estimated carbon usage. Unanticipated schedule delays or other factors beyond our control could lead to further increases in the cost of the barrier wall, which could be material. Changes in estimates are recorded in results of operations in the period that the events and circumstances giving rise to such changes occur.

17

The Chemours Company

Thereisalsoariskthatoneormoreofourmanufacturingprocesses,keyrawmaterials,orproductsmaybefoundtohave,orbecharacterizedorperceivedashaving,atoxicologicalorhealth-relatedimpactontheenvironmentoronourcustomersoremployeesorunregulatedemissions,whichcouldpotentiallyresultinusincurringliabilityinconnectionwithsuchcharacterizationandtheassociatedeffectsofanytoxicologicalorhealth-relatedimpact.Ifsuchadiscoveryorcharacterizationoccurs,wemayincurincreasedcostsinordertocomplywithnewregulatoryrequirementsorasaresultoflitigation.Inaddition,therelevantmaterialsorproducts,includingproductsofourcustomersincorporatingourmaterialsorproducts,mayberecalled,phased-out,orbanned.Changesinlaws,science,orregulations,ortheirinterpretations,andourcustomers’perceptionofsuchchangesorinterpretationsmayalsoaffectthemarketabilityofcertainofourproducts.

For example, in May 2016, the European Chemicals Agency (“ECHA”) accepted a proposal from France’s competent authority under REACH to change the classification of TiO2. ECHA’s Risk Assessment Committee (“RAC”) provided the opinion that the evidence meets the criteria under the EU’s Classification, Labeling and Packaging (“CLP”) Regulation to classify TiO2 as a Category 2 Carcinogen (suspected human carcinogen) by inhalation. To implement this opinion, the EU Commission (“EC”) presented a draft of the full 14th Adaptation to Technical Progress (“ATP”), including a proposed classification (with notes) for the powder form of TiO2 as a Category 2 Carcinogen by inhalation, as a delegated act for scrutiny by EU Council and Parliament. The act came into enforcement on October 1, 2021. The impacts of the additional regulatory measures will include increased requirements for TiO2 product labeling and importing operations, which could increase the costs associated with our TiO2 manufacturing and handling processes.

In June 2019, the Member States Committee of ECHA also 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, which could have an adverse effect on our results of operations, financial condition, and cash flows. In September 2019, we 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.

In May 2020, five European countries began an initiative to restrict the manufacture, placing on the market and use of PFAS in the EU. In this regulatory process, more than 4,000 substances, including F-gases and fluoropolymers are being considered as part of this broad regulatory action. On July 15, 2021, the countries submitted their restriction proposal, which informs ECHA of the intent to prepare a PFAS restriction dossier for fluorinated substances within a defined structural formula scope, including branched fluoroalkyl groups and substances containing ether linkages, fluoropolymers and side chain fluorinated polymers. The restriction dossier will include information on hazards and risks, available information on alternatives and an analysis of the risk management instrument for addressing the identified risks. The submitting countries indicate that they expect to submit the restriction dossier to ECHA in July 2022. As part of the preparation of the restriction dossier, stakeholders were requested to provide relevant information and, based on risk and socio-economic information, derogations from the proposed restriction may be proposed by the submitting countries. If a derogation is not proposed by the submitting countries, the relevant stakeholders may do so during a consultation process. The draft dossier will be reviewed by the ECHA committees RAC and Socio-economic Analysis Committees (“SEAC”) and proposals submitted to the EU Commission in 2023. The estimated entry into force of restrictions is 2025. The impacts of restrictions and regulatory measures could lead to adverse effects on our results of operations, financial condition, and cash flows.

On October 18, 2021, the U.S. Environmental Protection Agency (the “EPA”) released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS. The PFAS Strategic Roadmap sets timelines by which EPA plans to take specific actions through 2024, including establishing a national primary drinking water regulation for PFOA and perfluorooctanesulfonic acid (“PFOS”) and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions. As provided under its roadmap, EPA also released on the same day its National PFAS Testing Strategy, under which the agency will identify and select certain PFAS compounds for which it will require PFAS manufacturers to conduct testing pursuant to TSCA orders. EPA has indicated that we will receive orders for certain of such compounds, including seven of the testing orders will be issued for PFAS compounds alleged to be associated with Fayetteville. On October 25, 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. Under the PFAS Strategic Roadmap, EPA indicated they plan to develop non-regulatory drinking water health advisories for certain PFAS compounds that have final EPA toxicity assessments, including GenX compounds in the Spring of 2022. We are currently evaluating the impact of EPA’s final toxicity assessment, including new data and analysis utilized by the agency, and have met with the agency to discuss process-related and technical concerns about the assessment. We cannot predict the final outcome of EPA’s actions for PFAS, including the implementation of the PFAS Strategic Roadmap, and the consequences of any such actions to our Company. However, the required TSCA order testing and GenX compounds toxicity assessment or future health advisories could increase the costs associated with our manufacturing processes and related remediations at certain of our sites. Additionally, further actions to be taken under or arising from EPA’s action under its PFAS Strategic Roadmap could lead to material adverse effects on our results of operations, financial condition, and cash flows.

18

The Chemours Company

InconnectionwithourSeparation,wewererequiredtoassume,andindemnifyEIDfor,certainliabilities.Aswemayberequiredtomakepaymentspursuanttotheseindemnitiesorunderthecost-sharingprovisionsoftheMOU,wemayneedtodivertcashtomeetthoseobligations,andourfinancialresultscouldbenegativelyaffected.Inaddition,theobligationsofEIDtoindemnifyusand/ortheobligationoftheDuPontIndemniteestosharecostsforcertainliabilitiesmaynotbesufficienttoinsureusagainstthefullamountoftheapplicableliabilitiesforwhichitwillbeallocatedresponsibility,andEIDand/ortheDuPontIndemniteesmaynotbeabletosatisfytheirobligationsinthefuture.

Pursuant to the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement we entered into with EID prior to the Separation, we were required to assume, and indemnify EID for, certain liabilities. These indemnification obligations to date have included, among other items, defense costs associated with certain litigation matters, as well as certain damages awards, settlement amounts, and penalties. In January 2021, we and the DuPont Indemnitees entered into a binding MOU addressing certain PFAS matters and costs as detailed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

Disputes with the DuPont Indemnitees and others, which may arise with respect to the MOU, PFAS matters, indemnification, and/or cost-sharing matters, including disputes based on matter of law or contract interpretation, could materially adversely affect our business, financial condition, results of operations, and cash flows. As described in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, multiple lawsuits have been filed by third parties containing allegations that EID’s separation of Chemours was a fraudulent transfer.

Third parties could also seek to hold us responsible for any of the liabilities of the EID businesses. EID has agreed to indemnify us for such liabilities, but such indemnity from EID may not be sufficient to protect us against the full amount of such liabilities, and EID may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from EID any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations, and cash flows. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further information.

In connection with our Separation, we were required to enter into numerous Separation-related and commercial agreements with our former parent company, EID, which may not reflect optimal or commercially beneficial terms to us.

Commercial agreements we entered into with EID prior to the Separation were formed in the context of the Separation while we were still a wholly-owned subsidiary of EID. Accordingly, during the period in which the terms of those agreements were formed, we did not have an independent board of directors or management independent of EID. Certain commercial agreements, having long terms and commercially-advantageous cancellation and assignment rights to EID, may not include adjustments for changes in industry and market conditions. There is a risk that the pricing and other terms under these agreements may not be commercially beneficial or able to be changed in the future. The terms relate to, among other things, the allocation of assets, liabilities, rights, and obligations, including the provision of products and services and the sharing and operation of property, manufacturing, office, and laboratory sites, and other commercial rights and obligations between us and EID.

If the distribution, in connection with the Separation, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax and indemnification liability and stockholders receiving our common stock in the distribution could be subject to significant tax liability.

Generally, taxes resulting from the failure of the Separation and distribution or certain related transactions to qualify for non-recognition treatment under U.S. federal, state, and/or local tax law, and/or foreign tax law, would be imposed on EID or EID’s stockholders and, under the tax matters agreement that we entered into with EID prior to the Separation, EID is generally obligated to indemnify us against such taxes to the extent that we may be jointly, severally, or secondarily liable for such taxes. However, under the terms of the tax matters agreement, we are also generally responsible for any taxes imposed on EID that arise from the failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (“IRC”) or the failure of such related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events, or transactions relating to our or our affiliates’ stock, assets, or business, or any breach of our or our affiliates’ representations, covenants, or obligations under the tax matters agreement (or any other agreement we enter into in connection with the Separation and distribution), the materials submitted to the U.S. Internal Revenue Service (“IRS”) or other governmental authorities in connection with the request for the IRS Ruling or other tax rulings or the representation letter provided to counsel in connection with the tax opinion. Events triggering an indemnification obligation under the agreement include events occurring after the distribution that cause EID to recognize a gain under Section 355(e) of the IRC. Such tax amounts could be significant. To the extent we are responsible for any liability under the tax matters agreement, there could be a material adverse impact on our financial condition, results of operations, and cash flows in future reporting periods.

19

The Chemours Company

Ourfailuretocomplywiththeanti-corruptionlawsoftheU.S.andvariousinternationaljurisdictionscouldnegativelyimpactourreputationandresultsofoperations.

Doing business on a global basis requires us to comply with the laws and regulations of the U.S. government and those of various international and sub-national jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions, and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”), and other anti-corruption laws of the various jurisdictions in which we operate. The FCPA, the Bribery Act, and other laws prohibit us and our officers, directors, employees, and agents acting on our behalf from corruptly offering, promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. Our global operations may expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, and exclusion from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive, and damaging to our reputation. Although we have implemented anti-corruption policies and procedures, there can be no guarantee that these policies, procedures, and training will effectively prevent violations by our employees or representatives in the future. Additionally, we face a risk that our distributors and other business partners may violate the FCPA, the Bribery Act, or similar laws or regulations. Such violations could expose us to FCPA and Bribery Act liability, and/or our reputation may potentially be harmed by their violations and resulting sanctions and fines.

Risks Related to COVID-19

A pandemic, epidemic, or other outbreak of infectious disease may have a material adverse effect on our business operations, results of operations, financial condition, and cash flows.

Our operational and financial condition may be negatively impacted by the widespread outbreak of any illnesses or communicable diseases, as well as any associated public health crises that may ensue. To minimize the transmissions, social and economic restrictions have been or may be imposed in the U.S. and abroad, including travel bans, quarantines, restrictions on public gatherings, shelter-in-place orders, and/or safer-at-home orders. These restrictions, while necessary and important for public health, can have negative business-related implications for our Company and the U.S. and global economies.

Since 2020, the COVID-19 pandemic has negatively impacted the global economy, disrupting global supply chains and creating significant uncertainty and volatility in financial markets. While we experienced minimal disruption in our operations and business-related processes, we are continuously monitoring the effects of the COVID-19pandemic on all aspects of our business, including its adverse impacts on our employees, customers, suppliers, vendors, business partners, and supply and distribution channels, as well as our ability to execute our business strategies and objectives. As a multi-national corporation, we are also continuously monitoring the operational and financial impacts of evolving restrictive local and national laws and regulations, as well as recommendations set forth by public health organizations and governmental organizations to impede the spread of COVID-19.

The extent to which the COVID-19 pandemic could adversely impact our Company depends on evolving factors, as well as future developments that we are not able to predict with certainty. These factors include the duration and scope of the COVID-19 pandemic, including an increased spread of infections or new variants of the virus; the health of our employees and the workforce of certain third-party service providers or contractors; extended travel bans, quarantines, or shelter-in-place orders; changes in customer demand; increased operating costs to deal with the impacts of COVID-19; supply chain inefficiencies or ineffectiveness, including raw material shortages, driven by impacts of COVID-19 on our suppliers; prolonged weaker economic conditions; and consumer and business confidence and the resulting decreases in our customers’ demand and spending patterns, as well as their respective abilities to fulfill any existing purchase obligations.

The widespread outbreak of any illness or communicable disease could result in, and in the instance of the COVID-19 pandemic has resulted in, a significant health crisis that adversely affects local and global economies and financial markets, including the companies that operate within these conditions. Each of the above considerations related to the COVID-19 pandemic remain highly uncertain and subject to change, continue to evolve, and have the potential to have a material adverse impact on our business operations, results of operations, financial condition, and cash flows. However, we cannot predict with certainty the magnitude of such impacts at this time. The impact of COVID-19may also exacerbate our other risks, as described within this Item 1A – Risk Factors, any of which could have a material effect on us, including among other things, risks associated with our indebtedness, including available capacity, compliance with debt covenants; risks related to adequacy of our cash flow and earnings and other conditions which may affect our liquidity; and risks related to our ongoing ability to pay dividends and repurchase common stock. As the situation continues to evolve, additional impacts of which we are not currently aware may also arise.

20

The Chemours Company

RisksRelatedtoOurBusinessPerformance

Operating as a multi-national corporation presents risks associated with global and regional economic downturns and global capital market conditions, as well as risks resulting from changes to regional regulatory requirements (including environmental standards).

Our business and operating results may in the future be adversely affected by global and regional economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates, and other challenges, such as tariffs on international trade, border adjustments for certain products, and a changing financial regulatory environment that could affect the global economy. Such global and regional economic conditions may be further affected by physical risks that stem from a number of root causes, including natural disasters, climate change, and/or travel-based restrictions that may be driven by geo-political activities, military actions, terrorism, and the spread of pandemics, such as the COVID-19 pandemic.

Our customers may experience deterioration of their businesses, shortages in cash flows, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase products and may not be able to fulfill their obligations to us in a timely fashion. Further, suppliers could experience similar conditions, which could impact their ability to supply materials or otherwise fulfill their obligations to us. Because we have significant international operations, there are a large number of currency transactions that result from our international sales, purchases, investments, and borrowings. Future weakness in the global economy and failure to manage these risks could adversely affect our results of operations, financial condition, and cash flows in future periods.

In addition to the general risks associated with operating in the global economy, our revenue and profitability are largely dependent on the TiO2 pigment industry and the industries that are the end-users of our refrigerants and fluoropolymers. TiO2 pigment, refrigerants, and fluoropolymers are used in many “quality of life” products for which demand historically has been linked to global, regional, and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events, which may or may not impact all of our businesses at the same time or to the same degree, are likely to cause a decrease in the demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition. The future profitability of our operations, and cash flows generated by those operations, will also be affected by the available supply of our products in the market. Further, our future demand growth may be below average global GDP growth rates if our sales into developed markets outpace our sales into emerging markets. In addition, because demand for certain of our products is driven in part by industry needs to comply with certain environmental regulations (such as markets for refrigerants and foams with low GWP), changes in, the elimination of, or lack of enforcement of such environmental regulations in the U.S., the EU, or other jurisdictions can also negatively impact demand for such products and, as a result, our results of operations and financial condition.

The businesses in which we compete are highly competitive. If our intellectual property were compromised or copied by competitors, or if our competitors were to develop similar or superior intellectual property or technology, our results of operations could be negatively affected.

Each of the businesses in which we operate is highly competitive. Competition in the performance chemicals industry is based on a number of factors, such as price, product quality, and service. We face significant competition from major international and regional competitors. Some of our competitors in the Titanium Technologies segment have announced plans to expand their chloride capacity. Additionally, our Titanium Technologies business competes with numerous regional producers, including producers in China, who have expanded their readily available production capacity during the previous five years. The risk of substitution of these Chinese producers by our customers could increase as these Chinese producers expand their use of chloride production technology. Similarly, we compete with various producers in our Thermal & Specialized Solutions and Advanced Performance Materials businesses, and the risk of substitution of these producers by our customers could increase if these producers develop better capabilities to manufacture products similar to our specialty products.

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, and tradenames are important to our business. We endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced or used and in jurisdictions into which our products are imported. Our success depends to a significant degree upon our ability to protect and preserve our intellectual property rights. However, we may be unable to obtain protection for our intellectual property in key jurisdictions. Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights. Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised. A failure to protect, defend, or enforce our intellectual property could have an adverse effect on our financial condition and results of operations. Similarly, third parties may assert claims against us and our customers and distributors, alleging our products infringe upon third-party intellectual property rights.

21

The Chemours Company

Wealsorelyuponunpatentedproprietarytechnology,know-how,andothertradesecretstomaintainourcompetitiveposition.Whilewemaintainpoliciestoenterintoconfidentialityagreementswithouremployeesandthirdpartiestoprotectourproprietaryexpertiseandothertradesecrets,theseagreementsmaynotbeenforceableor,eveniflegallyenforceable,wemaynothaveadequateremediesforbreachesofsuchagreements.Wealsomaynotbeabletoreadilydetectbreachesofsuchagreements.Thefailureofourpatentsorconfidentialityagreementstoprotectourproprietarytechnology,know-how,ortradesecretscouldresultinsignificantlylowerrevenues,reducedprofitmargins,orlossofmarketshare.

If we must take legal action to protect, defend, or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of resources and management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend, or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.

Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant impact on our earnings.

Our manufacturing processes consume significant amounts of energy and raw materials, the costs of which may be subject to worldwide supply and demand factors, global trade regulations and tariffs, GHG emissions-based regulations, and other factors beyond our control. Variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect our operating results from period to period. Additionally, to the extent climate change regulations and restrictions are not stringently imposed in the countries in which our competitors operate, our competitors could gain cost or other competitive advantages. Consolidation in the industries providing our raw materials may also have an impact on the cost and availability of such materials. To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials, and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems.

When possible, we have purchased, and we plan to continue to purchase, raw materials, including titanium-bearing ores and fluorspar, through negotiated medium-term or long-term contracts to minimize the impact of price fluctuations. To the extent that we have been able to achieve favorable pricing in our existing negotiated long-term contracts, we may not be able to renew such contracts at the current prices, or at all, and this may adversely impact our profitability and cash flows from operations. However, to the extent that the prices of the raw materials that we utilize significantly decline, we may be bound by the terms of our existing long-term contracts and obligated to purchase such raw materials at higher prices as compared to other market participants.

We attempt to offset the effects of higher energy and raw materials costs through selling price increases, productivity improvements, and cost reduction programs. However, the outcome of these efforts is largely determined by existing competitive and economic conditions, and may be subject to a time delay between the increase in our raw materials costs and our ability to increase prices, which could vary significantly depending on the market served. If we are not able to fully offset the effects of higher energy or raw materials costs, there could be a material adverse effect on our financial results.

Our reported results and financial condition could be adversely affected by currency exchange rates and currency devaluation could impair our competitiveness.

Due to our international operations, we transact in many foreign currencies, including, but not limited to, the euro, the Mexican peso, the Chinese yuan, and the Japanese yen. As a result, we are subject to the effects of changes in foreign currency exchange rates. During times of a strengthening U.S. dollar, our reported net sales and operating income will be reduced because the local currency will be translated into fewer U.S. dollars. During periods of local economic crisis, local currencies may be devalued significantly against the U.S. dollar, potentially reducing our margin. For example, depreciation of the euro against the U.S. dollar has historically negatively impacted our results of operations. We also have certain indebtedness and payables denominated in the euro, and, during times of a strengthening euro relative to the U.S. dollar, our overall debt obligations and payables in U.S. dollars equivalent will increase.

We enter into certain of our 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 purchases for certain of our international subsidiaries. There can be no assurance that any hedging action will lessen the adverse impact of a variation in currency rates. Also, actions to recover margins may result in lower volume and a weaker competitive position, which may have an adverse effect on our profitability. For example, in our Titanium Technologies segment, a substantial portion of our manufacturing is located in the U.S. and Mexico, while our TiO2 pigment is delivered to customers around the world. Furthermore, our ore cost is principally denominated in U.S. dollars. Accordingly, in periods when the U.S. dollar or Mexican peso strengthen against other local currencies, such as the euro, our costs are higher relative to some of our competitors who operate largely outside of the U.S. and Mexico, and the benefits we realize from having lower costs associated with our manufacturing process are reduced, impacting our profitability.

22

The Chemours Company

Ifweareunabletoinnovateandsuccessfullyintroducenewproducts,ornewtechnologiesorprocessesreducethedemandforourproductsorthepriceatwhichwecansellproducts,ourprofitabilitycouldbeadverselyaffected.

Our industries and the end-use markets into which we sell our products experience periodic technological changes and product improvements, as well as changes in mandates on or regulation of products and services. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets, our ability to fund and successfully develop, manufacture, and market products in such changing end-use markets, and our ability to adapt to changing regulations. We must continue to develop lower-emission manufacturing technologies and identify, develop, and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technologies, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace with the evolving technological innovations in our end-use markets on a competitive basis, including with respect to innovation related to the development of alternative uses for, or application of, products developed that utilize such end-use products, our financial condition and results of operations could be adversely affected. We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets, customer behaviors and demands, competitive environments, and laws, regulations, or enforcements. We cannot anticipate market acceptance of new products or future products. In addition, we may not achieve the expected benefits associated with new products developed to meet new laws, regulations, or enforcements if the implementation of such laws, regulations, or enforcements is delayed, and we may face competition from illegal or counterfeit products in regulated markets.

If our long-lived assets become impaired, we may be required to record a significant charge to earnings.

We have a significant amount of long-lived assets on our consolidated balance sheets. Under GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating that the carrying value of our long-lived assets may not be recoverable, include, but are not limited to, changes in the industrial, economic, political, social, and physical landscapes in which we operate, as well as competition or other factors leading to a reduction in expected long-term sales or profitability. We may be required to record a significant non-cash charge in our financial statements during the period in which any impairment of our long-lived assets is determined, negatively impacting our results of operations.

We could be subject to changes in our tax rates and the adoption of tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations, financial condition, and cash flows.

We are subject to taxes in the U.S. and non-U.S. jurisdictions where our subsidiaries are organized. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by and may fluctuate because of changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretations, and taxes associated with the repatriation of our non-U.S. earnings. Our tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, financial condition, and cash flows could be adversely affected.

We are subject to continuing contingent tax-related liabilities of EID.

There are other significant areas where the liabilities of EID may become our obligations. For example, under the IRC and the related rules and regulations, each corporation that was a member of EID’s consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the distribution is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group for such taxable period. In connection with the Separation and distribution, we entered into a tax matters agreement with EID that allocates the responsibility for prior period taxes of EID’s consolidated tax reporting group between us and EID. If EID were unable to pay any prior period taxes for which it is responsible, however, we could be required to pay the entire amount of such taxes, and such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

23

The Chemours Company

Weareaholdingcompanythatisdependentoncashflowsfromouroperatingsubsidiariestofundourdebtobligations,PFASescrowfundingrequirements,capitalexpenditures,andongoingoperations.

All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating companies and any future subsidiaries. Consequently, our cash flows and our ability to meet our obligations, including our debt obligations, PFAS escrow funding requirements, or make cash distributions depends upon the cash flows of our operating companies and any future subsidiaries, as well as the ability of our operating companies and any future subsidiaries to transfer funds in the form of dividends or otherwise.

Our debt is generally the exclusive obligation of The Chemours Company and our guarantor subsidiaries, as described in “Note 20 – Debt” to the Consolidated Financial Statements. Because a significant portion of our operations are conducted by non-guarantor subsidiaries, our cash flows and our ability to service indebtedness, including our ability to pay the interest on our debt when due and principal of such debt at maturity, are dependent to a large extent upon cash dividends and distributions or other transfers from such non-guarantor subsidiaries. Any payment of dividends, distributions, loans, or advances by our non-guarantor subsidiaries to us could be subject to restrictions on dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, and foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate, and any restrictions imposed by the current and future debt instruments of our non-guarantor subsidiaries.

Our subsidiaries are separate legal entities and, except for our guarantor subsidiaries, have no obligation, contingent or otherwise, to pay any amounts due on our debt or to make any funds available for those amounts, whether by dividends, loans, distributions, or other payments, and do not guarantee the payment of interest on, or principal of, our debt. Any right that we have to receive any assets of any of our subsidiaries that are not guarantors upon the liquidation or reorganization of any such subsidiary, and the consequent right of holders of the outstanding notes to realize proceeds from the sale of their assets, will be structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors and holders of debt issued by that subsidiary.

The ability of our operating companies and any future subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, and legal restrictions regarding the transfer of funds.

Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business and adversely affect our stock price.

From time to time, we may announce certain key financial and non-financial targets that are expected to serve as benchmarks for our performance for a given time period, including goals for our future net sales growth, adjusted earnings before interest, taxes, depreciation, and amortization, adjusted earnings per share, free cash flows, return on invested capital, net leverage ratio, corporate responsibility commitments, and/or sustainability commitments. Our failure to meet one or more of these key targets may negatively impact our results of operations, stock price, and stockholder returns. The factors influencing our ability to meet these key targets include, but are not limited to, changes in the global economic environment, changes in our competitive landscape, including our relationships with new or existing customers, our ability to introduce new products, applications, or technologies, our undertaking of an acquisition, joint venture, or other strategic arrangement, the outcome of any new or existing litigation, our failure to comply with new or existing laws or regulations, and other factors described within this Item 1A – Risk Factors, many of which are beyond our control.

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The Chemours Company

RisksRelatedtoOurOperations

Our ability to make future strategic decisions regarding our manufacturing operationsare subject to regulatory, environmental, political, legal, and economic risks, and to a certain extent may be subject to consents or cooperation from EID under the agreements entered into between us and EID as part of the Separation. These could adversely affect our ability to execute our future strategic decisions and our results of operations and financial condition.

One of the ways we may improve our business is through the expansion or improvement of our facilities. Construction of additions or modifications to facilities involves numerous regulatory, environmental, political, legal, and economic uncertainties that are beyond our control and are subject to various start-up risks and consent to operate. Difficulties in obtaining any of the requisite licenses, permits, and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, or prevent the construction or opening of such facilities. Our expansion or improvement projects may also require the expenditure of significant amounts of capital, and financing may not be available on economically acceptable terms, or at all. As a result, these projects may not be completed on schedule, at the budgeted cost, or at all, which may adversely affect our results of operations, financial condition, and cash flows. Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project or may be negatively impacted by regulatory or other developments relating to the chemicals we use or manufacture. As a result, we may not be able to realize our expected investment return, which could also adversely affect our results of operations, financial condition, and cash flows.

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner and to minimize the potential impacts of climate-related physical risks on our operations. Based on our assessments, we may make strategic decisions regarding our manufacturing operations, such as capital improvements to modernize certain units and/or improve structural resilience, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products, or close or divest all or part of a manufacturing plant or facility, some of which have significant shared services and lease agreements with EID. These agreements may adversely impact our ability to make these strategic decisions regarding our manufacturing operations. Further, if such agreements are terminated or revised, we would have to assess and potentially adjust our manufacturing operations, the closure or divestiture of all or part of a manufacturing plant or facility that could result in future charges that could be significant.

Hazards associated with chemical manufacturing, storage, containment, and transportation could adversely affect our results of operations.

There are hazards associated with chemical manufacturing and the related storage, containment, and transportation of raw materials, products, and wastes. These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole. While we endeavor to provide adequate protection for the safe-handling of these materials, issues could be created by various events, including unforeseen accidents or defects, natural disasters, severe weather events, acts of sabotage, military actions, terrorism, and performance by third parties, including tenants at certain of our manufacturing facilities, and, as a result, we could face the following potential hazards:

• piping and storage tank leaks and ruptures;

• mechanical failure;

• employee exposure to hazardous substances;

• fires and explosions; and,

These hazards may cause personal injury and loss of life, damage to property, contamination of the environment, and damage to natural resources, which could lead to government fines and penalties, remedial obligations, work stoppage injunctions, claims and lawsuits by injured persons, damage to our public reputation and brands, loss of sales and market access, customer dissatisfaction, and diminished product acceptance. If such actions are determined adversely to us or there is an associated economic impact to our business, we may have inadequate insurance or cash flows to offset any associated costs. Such outcomes could adversely affect our financial condition and results of operations.

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The Chemours Company

Ourresultsofoperationsandfinancialconditioncouldbeseriouslyimpactedbybusinessdisruptionsandsecuritybreaches,includingcybersecurityincidents.

Business and/or supply chain disruptions, plant downtime, power outages, and/or information technology system and network disruptions, regardless of cause, including acts of sabotage, employee error or other actions, geo-political activity, military actions, and terrorism (including cyberterrorism) could seriously harm our operations, as well as the operations of our customers and suppliers. Further, the nature of our business dictates that we maintain significant concentrations of physical assets in geographic locations which may be vulnerable to the impacts of climate change, including significant changes in storm patterns and intensities, water shortages, increasing atmospheric and water temperatures, and rising sea levels. Such events could also seriously harm our operations, as well as the operations of our customers and suppliers, and accordingly, we continue to study the long-term implications of changing climate parameters on plant siting, operational issues, and water availability. Any of the aforementioned disruptions and/or events could have a negative impact on our business, results of operations, financial condition, and cash flows.

Failure to effectively prevent, detect, and recover from security breaches, including attacks on information technology and infrastructure by hackers, viruses, breaches due to employee error or other actions, or other disruptions, could result in misuse of our assets, business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales, and interference with regulatory compliance. Such risks are particularly relevant in consideration of remote working arrangements utilized by our workforce where practicable during the COVID-19 pandemic. Like most major corporations, we have been, and expect to be, the target of industrial espionage, including cyberattacks, from time to time. We have determined that these attacks have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information, and have included the obtaining of trade secrets and proprietary information related to the chloride manufacturing process for TiO2 pigment by third parties. Although we do not believe that we have experienced any material losses to date related to these breaches, there can be no assurance that we will not suffer any such losses in the future. We plan to actively manage the risks within our control that could lead to business disruptions and security breaches. As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices, and other protective measures. Despite these efforts, such events could materially adversely affect our business, financial condition, or results of operations.

Our information technology is provided by a combination of internal and external services and service providers, and we rely on information technology in many aspects of our business, including internal and external communications, and the management of our accounting, finance, and supply chain functions. Further, our business involves the use, storage, and transmission of information about customers, suppliers, and employees. As we become more dependent on information technology to conduct our business, and as the number and sophistication of cyberattacks increases, the risks associated with cybersecurity, information security, and data privacy also increases. In response to such risks, we provide our employees with cyber and information security training on a periodic and an annual basis. Failure to maintain effective internal control over our information technology and infrastructure could materially adversely affect our business, financial condition, or results of operations, and/or have a material adverse impact on our stock price.

Preparedness plans pertaining to the physical- and cyber-related aspects of our business have been developed with detailed actions needed in the event of unforeseen events or severe weather. We also engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions. These measures have historically been in place, and such activities and associated costs are driven by normal operational preparedness. However, there can be no assurance that such measures will be effective for a particular event that we may experience.

Our operations could be materially impacted in the event of a failure of our information technology infrastructure.

We currently use an enterprise resource planning (“ERP”) software platform that is no longer supported; however, we are able to pay for extended, customer-specific support, which can be costly. We are currently evaluating our options to upgrade or switch this platform. Any systems failure, accident, or security breach could result in significant costs or disruptions to our operations, which could have a material adverse effect on our business. Further, such improvements and upgrades are often complex, costly, and time-consuming. We may experience challenges integrating any new ERP software platform with our existing technology systems, or may uncover problems with our existing technology systems. Any unsuccessful attempt to upgrade or switch our ERP software platform could result in outages, a disruption to our operations and our ability to serve our customers, and/or damage to our reputation.

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The Chemours Company

RisksRelatedtoOurIndebtedness

Our current level of indebtedness could adversely affect our financial condition, and we could have difficulty fulfilling our obligations under our indebtedness, which may have a material adverse effect on us.

As of December 31, 2021, we had approximately $3.8 billion of indebtedness. At December 31, 2021, together with the guarantors, we had approximately $1.2 billion of indebtedness outstanding under our senior secured credit facilities, and a $900 million revolving credit facility (“Revolving Credit Facility”) capacity, which would be senior secured indebtedness, if drawn (collectively, the “Senior Secured Credit Facilities”). Our current level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. The level of our indebtedness could have other important consequences on our business, including:

• restricting us from capitalizing on business opportunities;

The occurrence of any one or more of these circumstances could have a material adverse effect on us.

Our ability to make scheduled payments on and to refinance our indebtedness, including on our outstanding notes, depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business, and other factors (many of which are beyond our control), including the availability of financing in the international banking and capital markets. We cannot be certain that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, including the outstanding notes, to refinance our debt, or to fund our other liquidity needs.

If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, including the outstanding notes. Failure to successfully restructure or refinance our debt could cause us to default on our debt obligations and would impair our liquidity. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations.

Moreover, in the event of a default of our debt service obligations, if not cured or waived, the holders of the applicable indebtedness, including holders of our outstanding notes and the Senior Secured Credit Facilities, could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. We cannot be certain that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. First, a default in our debt service obligations in respect of the outstanding notes would result in a cross-default under the Senior Secured Credit Facilities. The foregoing would permit the lenders under the Revolving Credit Facility to terminate their commitments thereunder and cease making further loans, and would allow the lenders under the Senior Secured Credit Facilities to declare all loans immediately due and payable and to institute foreclosure proceedings against their collateral. Second, any event of default or declaration of acceleration under the Senior Secured Credit Facilities or certain other agreements relating to our outstanding indebtedness could also result in an event of default under the indenture governing the outstanding notes, and any event of default or declaration of acceleration under any other of our outstanding indebtedness may also contain a cross-default provision. Any such default, event of default if not cured or waived, or declaration of acceleration could force us into bankruptcy, reorganization, insolvency, or liquidation.

Refer to “Note 20 – Debt” to the Consolidated Financial Statements for further discussion related to our indebtedness.

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The Chemours Company

Despiteourcurrentlevelofindebtedness,wemayincursubstantiallymoredebtandenterintoothertransactions,whichcouldfurtherexacerbatetheriskstoourfinancialconditiondescribedabove.

Notwithstanding our current level of indebtedness, we may incur significant additional indebtedness in the future, including additional secured indebtedness (including the $900 million maximum capacity under the Revolving Credit Facility) that would be effectively senior to our outstanding notes. Although the indenture that governs the outstanding notes and the credit agreement that governs the Senior Secured Credit Facilities contain restrictions on our ability to incur additional indebtedness and to enter into certain types of other transactions, these restrictions are subject to a number of significant qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions, including additional secured indebtedness, could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. To the extent such new debt is added to our current debt levels, the substantial leverage risks described in the immediately preceding risk factor would increase.

We may need additional capital in the future and may not be able to obtain it on favorable terms.

Our industry is capital intensive, and we may require additional capital in the future to finance our growth and development, implement further marketing and sales activities, fund ongoing R&D activities, make investments driven by environmental compliance, and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance of and demand for our products, the extent to which we invest in new technology and R&D projects, and the status and timing of these developments, as well as the general availability of capital from debt and/or equity markets. However, debt or equity financing may not be available to us on terms we find acceptable, if at all. If we are unable to raise additional capital when needed, our financial condition could be materially and adversely affected.

Additionally, our failure to maintain the credit ratings on our debt securities, including the outstanding notes, could negatively affect our ability to access capital and could increase our interest expense on future indebtedness. We expect the credit rating agencies to periodically review our capital structure and the quality and stability of our earnings. Deterioration in our capital structure or the quality and stability of our earnings could result in a downgrade of our overall credit ratings and our debt securities. Any negative rating agency actions could constrain the capital available to us, reduce or eliminate available borrowing to us, and could limit our access to and/or increase the cost of funding our operations. If, as a result, our ability to access capital when needed becomes constrained, our interest costs could increase, which could have material adverse effect on our results of operations, financial condition, and cash flows.

The agreements governing our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The agreements governing our indebtedness, including the outstanding notes, contain, and the agreements governing future indebtedness and future debt securities may contain, significant restrictive covenants and, in the case of the Revolving Credit Facility, financial maintenance and negative covenants that will limit our operations, including our ability to engage in activities that may be in our long-term best interests. These restrictive covenants may limit us, and our restricted subsidiaries, from taking, or give rights to the holders of our indebtedness in the event of, the following actions:

• making acquisitions or other investments;

• prepaying, redeeming, or repurchasing certain indebtedness;

• selling or otherwise disposing of assets;

• selling stock of our subsidiaries;

• incurring liens;

• entering into transactions with affiliates;

• entering into transactions that result in a change of control of us; and,

• consolidating, merging, or selling all or substantially all of our assets.

Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of some or all of our indebtedness, which could lead us to bankruptcy, reorganization, or insolvency.

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The Chemours Company

Ourvariablerateindebtednesssubjectsustointerestraterisk,whichcouldcauseourindebtednessserviceobligationstoincreasesignificantly.

Our borrowings under the Senior Secured Credit Facilities are at variable rates and expose us to interest rate risk. As a result, if interest rates increase, our debt service obligations under the Senior Secured Credit Facilities or other variable rate debt would increase, even though the amount borrowed would remain the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. We may use, from time to time, derivative instruments to mitigate interest rate risk. However, there is no guarantee that derivative contracts may be available to us and/or if such contracts will provide the desired results. As of December 31, 2021, we had approximately $1.2 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates.

Refer to “Note 26 – Financial Instruments” to the Consolidated Financial Statements for further details regarding our interest rate swaps designated as a cash flow hedge.

General Risk Factors

Our stock price could become more volatile and investments could lose value.

The market price for our common stock may be affected by a number of factors, including, but not limited to:

• our quarterly or annual earnings, or those of other companies in our industry;

• actual or anticipated fluctuations in our operating results;

• anticipated or actual outcomes or resolutions of legal or other contingencies;

• the operating and stock price performance of other comparable companies;

• a change in our dividend or stock repurchase activities;

• the announcement of new products by us or our competitors;

A significant drop or rise in our stock price could expose us to costly and time-consuming litigation, which could result in substantial costs and divert management’s attention and resources, resulting in an adverse effect on our business. As further described in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, lawsuits have been filed alleging that Chemours and certain of its officers have violated the Exchange Act of 1934.

We cannot guarantee the timing or amount of our dividends and/or our share repurchases, which are subject to a number of uncertainties that may affect the price of our common stock.

The declaration, payment, and amount of any dividends, and/or the decision to purchase common stock under our share repurchase programs, are subject to the sole discretion of our board of directors and, in the context of our financial policy and capital allocation strategy, will depend upon many factors, including our financial condition, operating results, cash flows, and relevant prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements, and other factors that our board of directors may deem relevant, and there can be no assurances that we will continue to pay a dividend or repurchase our common shares in the future.

The reduction or elimination of our dividends or share repurchase programs could adversely affect the price of our common stock. Additionally, any repurchases of our common stock will reduce the amount of our common stock outstanding. There can be no assurances that any share repurchase activity will increase stockholder value due to market fluctuations in the price of our common stock, which may reduce the price of our common stock to levels below the repurchase price. Although our share repurchase programs are designed to enhance long-term shareholder value, short-term fluctuations in the market price of our common stock could reduce the program’s overall effectiveness.

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The Chemours Company

Astockholder’spercentageofownershipinusmaybedilutedinthefuture.

A stockholder’s percentage ownership in our common stock may be diluted because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers, and employees. Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock.

In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative participating, optional, and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of our common stock.

Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of the common stock.

Our amended and restated certificate of incorporation and amended and restated by-laws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

• the inability of our stockholders to act by written consent;

• the limited ability of our stockholders to call a special meeting;

In addition, we are subject to Section 203 of the Delaware General Corporations Law (“DGCL”). Section 203 of the DGCL provides that, subject to limited exceptions, persons that (without prior board of directors approval) acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation, or acquisitions of additional shares, for a three-year period following the date on which that person or its affiliate becomes the holder of more than 15% of the corporation’s outstanding voting stock.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if an acquisition proposal or offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and/or our stockholders’ best interests. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Several of the agreements that we have entered into with EID require EID’s consent to any assignment by us of our rights and obligations, or a change of control of us, under the agreements. The consent rights set forth in these agreements might discourage, delay, or prevent a change of control that a stockholder may consider favorable.

Our success depends on our ability to attract and retain key employees, and to identify and develop talented personnel to succeed our senior management and other key employees.

Our success depends on the performance of our key employees, including our senior management team. If we are unable to attract, retain, identify, and develop a talented, diverse set of leaders, whether due to technical, geographical, social, or other differences, our results of operations, financial condition, and cash flows could be adversely affected. Further, if we are unable to effectively plan for the succession of our senior management team, our results of operations, financial condition, and cash flows could be adversely affected, as we may be unable to realize our business strategy. While our ongoing personnel practices identify a succession process for our key employees, we cannot guarantee the effectiveness of this process, the continuity of highly-qualified individuals serving in all of our key positions at particular moments in time, and/or the completeness of any knowledge transfer at the time of succession, including its impacts on our general operations and on our internal controls over our financial reporting.

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The Chemours Company

Item1B.UNRESOLVEDSTAFFCOMMENTS

None.

Item 2. PROPERTIES

Our Production Facilities and Technical Centers

Our corporate headquarters is located in Wilmington, Delaware, and we maintain a global network of production facilities and technical centers located in cost-effective and strategic locations. We also use contract manufacturing and joint venture partners in order to provide regional access or to lower manufacturing costs, as appropriate.

The following chart sets forth our production facilities at December 31, 2021.

Production Facilities

(1) Site is leased from a third party.

(2) Site with joint venture equity affiliates.

We have technical centers and R&D facilities located at a number of our production facilities. We also maintain stand-alone technical centers to serve our customers and provide technical support.

The following chart sets forth our stand-alone technical centers at December 31, 2021.

Technical Centers

North America Newark, Delaware (1,3) Wilmington, Delaware (1,2)

Europe, the Middle East, and Africa Kallo, Belgium (1) Meyrin, Switzerland (1,2)

Latin America Mexico City, Mexico (1)

Asia Pacific Shanghai, China (1,3)

(1) Site is leased from a third party.

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The Chemours Company

Ourplantsandequipmentaremaintainedingoodoperatingcondition.Webelievethatwehavesufficientproductioncapacityforourprimaryproductstomeetdemandin2022.Ourpropertiesareprimarilyownedbyus;however,certainpropertiesareleased,asnotedintheprecedingtables.

We recognize that the security and safety of our operations are critical to our employees and communities, as well as our future. Physical security measures have been combined with process safety measures, administrative procedures, and emergency response preparedness into an integrated security plan. We conduct vulnerability assessments at our operating facilities in the U.S., as well as high-priority sites worldwide, and as a result, identify and implement the appropriate measures to protect these facilities from physical and cyberattacks. We also maintain preparedness plans that detail actions needed to recover from acute severe weather events, natural disasters, or other events that could disrupt our business. We engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions. These measures have historically been in place, and these activities and associated costs are driven by normal operational preparedness.

Item 3. LEGAL PROCEEDINGS

Legal Proceedings

We are subject to various legal proceedings, including, but not limited to, product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental and regulatory, anti-trust, and other such matters that arise in the ordinary course of business. In addition, we, by virtue of our status as a subsidiary of EID prior to the Separation, are subject to or required under the Separation-related agreements executed prior to the Separation to indemnify EID against various pending legal proceedings. Information regarding certain of these matters is set forth below and in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. In the foregoing, we have excluded matters that we expect to result in sanctions of less than $1 million, if any.

Litigation

PFOA and PFAS: Environmental and Litigation Proceedings

For purposes of this report, the term “PFOA” means, collectively, perfluorooctanoic acid and its salts, including the ammonium salt, and does not distinguish between the two forms. The term “PFAS” means per- and polyfluoroalkyl substances. Information related to these and other litigation matters is included in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

Fayetteville, North Carolina

Actions related to Fayetteville, other than those by the State of North Carolina, as discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, are shown below.

In the U.S. District Court for the Eastern District of North Carolina:

• Dew et al. vs. E. I. DuPont de Nemours and Company et al. (17:18-cv-00030-D);

• Priselac vs. The Chemours Company et al. (20-CVS-499).

In Bladen County, North Carolina:

• Kinlaw et al. vs. The Chemours Company et al. (20-CVS-497); and,

• Lohr et al. vs. The Chemours Company et al. (20-CVS-498).

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EnvironmentalProceedings

Dordrecht, Netherlands

In May 2020, we were notified of an alleged criminal offense related to the Netherlands’ Environmental Management Act and the Working Conditions Decree, regarding the use of PFOA during the pre-spin time period of June 1, 2008 to December 31, 2012. The investigation was initiated in the first quarter of 2016 by a public prosecutor. We believe that the Company has complied with all relevant laws, and we are in contact with the prosecutor.

Fayetteville, North Carolina

In February 2019, we received a Notice of Violation (“NOV”) from the EPA alleging certain TSCA violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. For this NOV, we responded to EPA in March 2019 and at this time management does not believe that a loss is probable related to this NOV. We have also received NOVs from NC DEQ following entry of the CO, including in April 2020, January 2021, and August 2021, alleging violations relating to Fayetteville. We have responded to these matters and are presently appealing the penalty from the August 2021 NOV, for which a loss is reasonably possible. We do not believe that a loss is probable related to the matters in the other NOVs. Further discussion related to these matters is included under the heading “Fayetteville Works, Fayetteville, North Carolina” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

Item 4. MINE SAFETY DISCLOSURES

Information regarding mine safety and other regulatory actions at our surface mines and/or mineral sands separation facilities in Starke, Florida, Jesup, Georgia, Nahunta, Georgia, and Offerman, Georgia, are included in Exhibit 95 to this Annual Report on Form 10-K.

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INFORMATIONABOUTOUREXECUTIVEOFFICERS

The following list sets forth our executive officers and a summary of their professional experience.

Mark E. Newman, age 58, serves as our President and CEO. Mr. Newman was appointed President and CEO in July 2021, prior to which time he had served as our Senior Vice President and Chief Operating Officer (“COO”) since June 2019 and our Senior Vice President and Chief Financial Officer (“CFO”) from November 2014 to June 2019. Mr. Newman joined Chemours in November 2014 from SunCoke Energy, Inc. (“SunCoke”), where he was SunCoke’s Senior Vice President and CFO and led its financial, strategy, business development, and information technology functions. Mr. Newman joined SunCoke’s leadership team in March 2011 to help drive SunCoke’s separation from its parent company, Sunoco, Inc. He led SunCoke through an initial public offering and championed a major restructuring of SunCoke, which resulted in the initial public offering of SunCoke Energy Partners, L.P. in January 2013, creating the first coke-manufacturing master limited partnership. Prior to joining SunCoke, Mr. Newman served as Vice President – Remarketing and Managing Director of SmartAuction, Ally Financial Inc. (previously, the General Motors Acceptance Corporation). Mr. Newman began his career at the General Motors Company in 1986 as an Industrial Engineer and progressed through several financial and operational leadership roles within the global automaker, including Vice President and CFO of Shanghai General Motors Limited; Assistant Treasurer of General Motors Corporation; and, Vice President – North America and CFO. Mr. Newman served on the board of Altria Group, Inc. from February 2018 through January 2022.

Sameer Ralhan, age 48, serves as our Senior Vice President and CFO. Mr. Ralhan was appointed Senior Vice President and CFO in June 2019. Mr. Ralhan joined Chemours in November 2014 and has held several positions of increasing responsibility in strategy, mergers and acquisitions (“M&A”), finance, and treasury. He served as Vice President, Business Finance and Treasurer from 2018 to 2019, retaining his responsibilities as Treasurer until August 2020, and Vice President, Business Finance and Head of M&A from 2016 to 2018. He also served as Treasurer and Head of M&A from 2015 to 2016, and Head of M&A from 2014 to 2015. Prior to joining Chemours, Mr. Ralhan served as a Managing Director in the Global Natural Resources Group of Goldman Sachs & Co. During his tenure at Goldman Sachs and Co., from 2007 to 2014, he advised companies in the chemicals, industrials, and basic materials sectors on M&A, portfolio transformations, corporate finance matters, and capital markets transactions. Mr. Ralhan also served as an associate in the investment banking group of Bank of America Securities, LLC from 2004 to 2007. Mr. Ralhan began his career as a Chemical Engineer and brings chemicals industry operating experience from his time (1998 – 2002) at Aspen Technology, Inc., where, as an advanced process control engineer, he executed manufacturing process improvement and operational enhancement initiatives for several global chemical and petrochemical companies.

Edwin C. Sparks, age 48, serves as our President – Titanium Technologies and President – Chemical Solutions. Mr. Sparks was appointed to these roles in March 2021 and April 2018, respectively. Previously, he served as President – Fluoroproducts (comprised of Thermal & Specialized Solutions and Advanced Performance Materials) from October 2019 to March 2021. Additionally, Mr. Sparks served as Director of Corporate Strategy from 2017 to 2018 and Global Planning Director – Titanium Technologies from 2016 to 2017. He also served as the Asia Pacific Regional Business Director – Titanium Technologies from 2015 to 2016, based in Singapore. Prior to joining Chemours, he held leadership positions of increasing scope in the EID Titanium Technologies business, with responsibilities including sales, marketing, operations, strategy, and technology. Mr. Sparks joined EID in 1994 as a process engineer.

Alisha Bellezza, age 46, serves as our President – Thermal & Specialized Solutions. Ms. Bellezza was appointed to this role in March 2021, having led the business since July 2020. Ms. Bellezza joined Chemours in 2015 to launch the investor relations function, before becoming our Vice President, Treasurer and Head of Investor Relations from 2016 to 2018. More recently, she held the position of Vice President, Global Sales, Commercial Operations & Supply Chain in the Titanium Technologies segment from 2018 to 2020. Prior to Chemours, Ms. Bellezza held positions with increasing responsibility in Investor Relations, Corporate Strategy & Development, and Finance at FMC Corporation in the Agricultural Products Group and at the Corporate level from 2006 to 2015. She began her career as a financial analyst in banking at Bank One corporation and First Bank & Trust, holding progressive leadership positions before joining Verizon Communications in 2003 to 2006.

Denise Dignam, age 56, serves as our President – Advanced Performance Materials Ms. Dignam was appointed to this role in March 2021. Ms. Dignam joined Chemours in 2015 and has served as our Vice President of Global Operations – Fluoroproducts, from 2019 to 2021; Global Senior Business Director – Fluoropolymers, from 2016 to 2019; and North American Business Director – Diversified Technologies and Industrial Resins, from 2015 to 2016. Previously, she worked at EID in various roles, including Director of Global Supply Chain – Fluoroproducts, from 2013 to 2014; Global Business Manager of Sulfur Products, from 2009 to 2013; and Global Sales Manager of Clean Technologies from 2007 to 2009. Ms. Dignam joined EID in 1988 as a design engineer.

David C. Shelton, age 58, serves as our Senior Vice President, General Counsel and Corporate Secretary. Prior to Chemours, Mr. Shelton was appointed Associate General Counsel for EID in 2011 and was responsible for the U.S. Commercial team, which included the business lawyers and paralegals counseling all EID business units, with the exception of Agriculture. Mr. Shelton also served as the Commercial Attorney to a variety of EID businesses including the Performance Materials platform, which he advised on international assignment in Geneva, and the businesses now comprising Chemours. Prior to that, Mr. Shelton advised the company on environmental and remediation matters as part of the environmental legal team. Mr. Shelton joined EID in 1996, after seven years in private practice as a litigator in Pennsylvania and New Jersey.

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SusanM.Kelliher,age55,servesasourSeniorVicePresident,HumanResourcesandHealthServices.Ms.KelliherjoinedChemoursin2017fromAlbemarleCorporation(“Albemarle”),wheresheservedasSeniorVicePresident–HumanResourcesfortheglobalspecialtychemicalcompany.PriortoAlbemarle,sheservedasVicePresident–HumanResourcesatHewlettPackard,wheresheheldanumberofleadershippositionsonglobalteamsincludingImagingandPrintingandGlobalSales&EnterpriseMarketingfrom2007to2012.BeforejoiningHewlettPackard,Ms.KelliherservedasVicePresident–HumanResourcesforCymer,Inc.(“Cymer”),wheresheledthepeoplefunction.ShejoinedCymerfromTheHomeDepotwhere,from2004to2007,shewastheVicePresident–HumanResourcesforthegrowthenginesofthecompany–BusinessDevelopment,andHomeServicesincludingresponsibilityforduediligenceandintegrationforthecompany’sacquisitions.From2000to2004,Ms.KelliherservedasSeniorDirectorofHumanResourcesforCorporateBusinessDevelopmentandInternationalOperationsfortheRaytheonCompany(“Raytheon”).PriortoRaytheon,sheservedastheDirectorofHumanResources–WesternRegionforYUM!Brands,PizzaHutdivisionfrom1995to2000.Ms.KelliherstartedhercareeratMobilOil,wherehercareerprogressedthroughavarietyofassignmentsincludingsupportfornewventuresinEurope,Russia,andAfricafrom1990to1995.

Alvenia Scarborough, age 48, serves as our Senior Vice President, Corporate Communications and Chief Brand Officer. Ms. Scarborough was appointed to this role in October 2020, after serving as Senior Director of Corporate Communications and Brand Marketing since July 2015. Prior to Chemours, Ms. Scarborough held a variety of corporate communications and marketing communications positions with increasing responsibility across brand development, corporate reputation, media relations, employee communications, and digital marketing. Ms. Scarborough brings over two decades of communications experience with leading multinational companies, including: EID, where she served as the Corporate Leader, Brand Management, Protection and Licensing from 2013 to 2015 and Global Director, Business Communications and Brand Marketing from 2011 to 2013; Newell Rubbermaid, where she served as the Director, Business Communications and Brand Marketing, Global Technology Brands from 2009 to 2010; and Kodak Alaris, where she served as Director of Marketing & Communications, Consumer Imaging from 2000 to 2009, where she spent several years as a product management commercial leader. Ms. Scarborough’s unique experience and modern approach to communications have resulted in multiple industry awards and recognition for breakthrough social media and advertising campaigns.

Jonathan S. Lock, age 41, serves as our Senior Vice President and Chief Development Officer. Mr. Lock leads our Corporate Strategy, M&A, Investor Relations, Sustainability and Regulatory Affairs functions. Mr. Lock was appointed to this role in November 2021. Mr. Lock joined Chemours in April 2018 as Vice President, Corporate Development and Investor Relations with oversight for Corporate Strategy, M&A, and Investor Relations. Prior to Chemours, Mr. Lock led corporate strategy and investor relations for SunCoke Energy and its Master Limited Partnership, SunCoke Energy Partners, from 2013 to 2018, where he helped the company expand and grow following its spin-out from Sunoco. Prior to SunCoke, Mr. Lock was a leader in the industrials practice at Marakon Associates where he advised Global 500 companies on growth and portfolio issues first from 2004 to 2008 and again from 2011 to 2013. From 2001 to 2004 Jonathan was a member of the Technology Labs group at Accenture.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity and Related Stockholder Matters

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol, “CC”. The number of record holders of our common stock was 40,500 at February 7, 2022. Holders of our common stock are entitled to receive dividends when they are declared by our board of directors, and dividends are generally declared and paid on a quarterly basis. Our stock transfer agent and registrar is Computershare Trust Company, N.A.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

2018 Share Repurchase Program

On August 1, 2018, our board of directors approved a share repurchase program authorizing the purchase of shares of our issued and outstanding common stock in an aggregate amount not to exceed $750 million, plus any associated fees or costs in connection with our share repurchase activity (the “2018 Share Repurchase Program”). On February 13, 2019, our board of directors increased the authorization amount of the 2018 Share Repurchase Program from $750 million to $1.0 billion. Under the 2018 Share Repurchase Program, shares of our common stock can be purchased in the open market from time to time, subject to management’s discretion, as well as general business and market conditions. Our 2018 Share Repurchase Program became effective on August 1, 2018 and was originally scheduled to continue through the earlier of its expiration on December 31, 2020 or the completion of repurchases up to the approved amount. On December 8, 2020, our board of directors approved the extension of the 2018 Share Repurchase Program through December 31, 2022. The program may be suspended or discontinued at any time. All common shares purchased under the 2018 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method.

Through December 31, 2021, under the 2018 Share Repurchase Program, we have purchased a cumulative 20,779,745 shares of our issued and outstanding common stock, which amounted to $749 million at an average share price of $36.05 per share. The aggregate amount of our common stock that remained available for purchase under the 2018 Share Repurchase Program at December 31, 2021 was $251 million.

The following table sets forth the purchases of our issued and outstanding common stock under the 2018 Share Repurchase Program for the three months ended December 31, 2021.

(Dollars in millions, except per share amounts) Approximate Dollar

Total Number Value of Shares

Total Number of Shares That May Yet be

of Shares Average Price Purchased as Part of Purchased Under the

Purchased Paid per Share Publicly Announced Plans or Programs

Period (1) (2) Plans or Programs (2)

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StockPerformanceGraph

The following graph presents the five-year cumulative total stockholder returns for our common stock compared with the Standard & Poor’s (“S&P”) MidCap 400 and the S&P MidCap 400 Chemical indices.

The graph assumes that the values of our common stock, the S&P MidCap 400 index, and the S&P MidCap 400 Chemical index were each $100 on December 31, 2016, and that all dividends were reinvested.

Item 6. RESERVED

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

Pursuant to the reporting requirements under the Exchange Act, we are required to and have previously filed reports and information with the SEC, including reports on the following forms: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports and information have been filed or furnished with the SEC and are available electronically, both with the SEC and on our company website, as referenced under the caption “Available Information” within this Part I of our Annual Report on Form 10-K.

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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. For the year ended December 31, 2019, and changes from the year ended December 31, 2019 to the year ended December 31, 2020, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and the results of our operations have been omitted from this MD&A and may be found in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual report on Form 10-K for the year ended December 31, 2020. 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, and oil and gas. Our principal products include TiO2 pigment, refrigerants, industrial fluoropolymer resins, sodium cyanide (prior to the Mining Solutions business sale), 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, thermal management solutions, 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 was a leading provider of industrial chemicals used in gold production prior to the Mining Solutions business sale and continues to be a leading provider of chemicals used in industrial, and consumer applications in the Americas.

Recent Developments

Coronavirus Disease 2019 (“COVID-19”)

The COVID-19 pandemic continues to spread throughout the world. More contagious COVID-19 variants continue to emerge driving up infection rates globally, particularly in jurisdictions where vaccination rates have lagged. 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, Europe and Asia Pacific, we continue to experience minimal disruption in our operations and business-related processes. Where necessary, based on COVID-19 infection rates and local regulations, we continue to take 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 laboratories. 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. Refer to the “Segment Reviews”, “2022 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.

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Despitethehealthandsafety,businesscontinuity,andmacroeconomicchallengesassociatedwithconductingbusinessinthecurrentenvironment,weremaincommittedtoanticipatingandmeetingthedemandsofourcustomers,asthey,likeus,continuetonavigateunchartedterritory.In 2020, we electedtoaccepttaxreliefprovidedbyvarioustaxingjurisdictions,resultinginthedeferralofapproximately$80millionintaxpayments,ofwhichapproximately$35millionwaspaidin2020 and $35 million was paid in 2021, the remainder of which will be paid in 2022.In addition, in2021, we recorded approximately $15 million of benefit related to the Employee Retention Credit (“ERC”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which we expect to receive in 2022.Wecontinuetoanticipatethatourcashgeneratedfromoperations,availablecash,receivablessecuritization,andexistingdebtfinancingarrangementswillprovideuswithsufficientliquiditythroughatleastFebruary2023.

Winter Storm Uri

Over several days in mid-February 2021, a major winter storm impacted a significant portion of the United States. In Texas, especially, snow, ice, and record-low temperatures drove higher-than-normal energy and heating demand, leaving millions of residents and businesses without power. Impacts from the storm to our operations were principally at our sites in Corpus Christi, El Dorado and LaPorte in our Thermal & Specialized Solutions segment which experienced physical damage resulting in plant downtime along with significant increases in utility costs during and immediately following the storm. Our sites at DeLisle and New Johnsonville in our Titanium Technologies segment and at Memphis in our Chemical Solutions segment were affected to a lesser degree than those in Thermal & Specialized Solutions. Our Advanced Performance Materials plant sites were not directly impacted by the storm, but the segment did face some challenges in the broader supply chain. The total cost of plant repairs and utility charges in excess of historical averages amount to approximately $21 million. In addition, storm-related downtime resulted in under absorption of plant fixed costs, impacting cost of goods sold by $9 million. We do not expect to receive any storm-related insurance recoveries.

Sale of Mining Solutions Business

In March 2021, we announced the initiation of a strategic review to assess the potential sale of the Mining Solutions business. On July 26, 2021, we entered into a definitive agreement with Manchester Acquisition Sub LLC, a Delaware limited liability company and a subsidiary of Draslovka Holding a.s., (“Draslovka”) to sell the Mining Solutions business of our Chemical Solutions segment (the “Mining Solutions Transaction”). The sale was completed on December 1, 2021 for net cash proceeds of $508 million, net of $13 million cash divested. Upon completion of the sale, we also recorded a net pre-tax gain on sale of $112 million, inclusive of $21 million of transaction costs.

Senior Unsecured Notes Due November 2029

In August 2021, we issued a $650 million aggregate principal amount of 4.625% senior unsecured notes due November 2029 (the “2029 Notes”). We received proceeds of $642 million, net of underwriting fees and other related expenses of $8 million, which are deferred and amortized to interest expense over the term of the 2029 Notes. The net proceeds from the 2029 Notes were used, together with cash on hand, to purchase or redeem, as applicable, the $750 million 7.000% senior notes due May 2025, denominated in U.S. dollars (the “2025 Notes”). In connection with the purchase and redemption of the 2025 Notes, we incurred a loss on extinguishment of $20 million for the year ended December 31, 2021.

Revolving Credit Facility

Our credit agreement, as amended and restated on April 3, 2018 (“Credit Agreement”), provides for a seven-year, senior secured term loan facility and a five-year, $800 million senior secured revolving credit facility (“Revolving Credit Facility”). On October 7, 2021, we entered into an amendment to the credit agreement (“Credit Agreement Amendment”) to, among other things, increase the aggregate commitment under our Revolving Credit Facility to $900 million and extend the maturity date to October 7, 2026.

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ResultsofOperationsandBusinessHighlights

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2021 and 2020.

Year Ended December 31,

Selling, general, and administrative expense 592 527

Research and development expense 107 93

Restructuring, asset-related, and other charges 6 80

Total other operating expenses 705 700

Equity in earnings of affiliates 43 23

Interest expense, net (185 ) (210 )

Loss on extinguishment of debt (21 ) (22 )

Income before income taxes 676 179

Provision for (benefit from) income taxes 68 (40 )

Net income attributable to Chemours $ 608 $ 219

Net Sales

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the year ended December 31, 2021.

Change in net sales from prior period Year Ended December 31, 2021

Price 7 %

Volume 21 %

Currency 2 %

Portfolio (2 )%

Total change in net sales 28 %

Our net sales increased by $1.4 billion (or 28%) to $6.3 billion for the year ended December 31, 2021, compared with net sales of $5.0 billion for the same period in 2020. The increase in our net sales for the year ended December 31, 2021 was primarily attributable to an increase in volume of 21% and an increase in price of 7%, partially offset by portfolio change of 2% driven by our Chemical Solutions segment. Volume and price increases in net sales were driven by increases in volume and price across all segments. Favorable currency movements in our Titanium Technologies, Thermal and Specialized Solutions, and Advanced Performance Materials segments added a tailwind of 2% to our net sales.

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

Cost of Goods Sold

Our cost of goods sold (“COGS”) increased by $1.1 billion (or 27%) to $5.0 billion for the year ended December 31, 2021, compared with COGS of $3.9 billion for the same period in 2020. The increases in our COGS for the year ended December 31, 2021 were primarily attributable to higher net sales, as well as higher raw material costs, higher distribution, freight, and logistics expenses driven by the overall increase in net sales, raw material inflation and supply chain constraints. The increase was also due to plant fixed costs expensed in conjunction with plant downtime at certain of our facilities and under absorption of plant fixed costs due to operational issues and supply chain disruptions related to inclement weather from Winter Storm Uri during the first quarter of 2021, partially offset by a payroll tax credit recognized under the ERC of the CARES Act. The increase in COGS was also driven by $193 million of on-site environmental remediation costs at our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) during 2021, partially offset by Qualified Spend recovery from DuPont and Corteva.

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Selling,General,andAdministrativeExpense

Our selling, general, and administrative (“SG&A”) expense increased by $65 million (or 12%) to $592 million for the year ended December 31, 2021, compared with SG&A expense of $527 million for the same period in 2020. The increase in our SG&A expense for the year ended December 31, 2021 was primarily attributable to higher performance-based compensation expenses in the current year, $25 million incurred for settlement with the State of Delaware, and cost deferral activities in the prior year related to COVID-19, partially offset by Qualified Spend recovery from DuPont and Corteva.

Research and Development Expense

Our research and development (“R&D”) expense increased by $14 million (or 15%) to $107 million for the year ended December 31, 2021, compared with R&D expense of $93 million for the same period in 2020. The increase in our R&D expense for the year ended December 31, 2021 was primarily attributable to R&D project activities returning to a normalized level following the deferral of activities in 2020 due to COVID-19, growth initiatives in the current year, and our increased focus on product development in our Advanced Performance Materials segment.

Restructuring, Asset-related, and Other Charges

Our restructuring, asset-related, and other charges decreased by $74 million (or 93%) to $6 million for the year ended December 31, 2021, compared with $80 million for the same period in 2020.

For the year ended December 31, 2021, our restructuring, asset-related, and other charges were primarily attributable to $12 million of decommissioning and dismantling related charges in connection with our decision to exit the Aniline business and stop production at our Pascagoula, Mississippi manufacturing plant, partially offset by a net $9 million gain from contract termination with a third-party services provider at our previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. This facility was sold as part of the Mining Solutions Transaction.

For the year ended December 31, 2020, our restructuring, asset-related, and other charges were primarily attributable to $37 million in contract termination fees and immediate recognition of prepaid costs in connection with our entry into dispute resolution with a third-party services provider at our previously owned Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The facility was sold as part of the Mining Solutions Transaction. We also incurred $15 million of employee-related separation liabilities under various restructuring programs and $10 million of asset-related impairment charges in our Advanced Performance Materials segment, as well as $12 million of charges in connection with our decision to exit the Aniline business and stop production at our Pascagoula, Mississippi manufacturing plant.

Equity in Earnings of Affiliates

Our equity in earnings of affiliates increased by $20 million (or 87%) to $43 million for the year ended December 31, 2021, compared with equity in earnings of affiliates of $23 million for the same period in 2020. The increase in our equity in earnings of affiliates for the year ended December 31, 2021 was primarily attributable to increased demand for our investees’ products, primarily from Chemours-Mitsui Fluorochemicals Company, Ltd.

Interest Expense, Net

Our interest expense, net decreased by $25 million (or 12%) to $185 million for the year ended December 31, 2021, compared with interest expense, net of $210 million for the same period in 2020. The decrease in our interest expense, net for the year ended December 31, 2021 was primarily attributable to a reduction in our outstanding debt obligations and associated rates following the refinancing of our 6.625% senior unsecured notes due May 2021, denominated in U.S. dollars (“2023 Dollar Notes”) in the fourth quarter of 2020, as well as the refinancing of our 2025 Notes in the third quarter of 2021 and lower variable interest rates on our senior secured term loans.

Loss on Extinguishment of Debt

For the year ended December 31, 2021, we recognized a loss on extinguishment of debt of $21 million primarily in connection with our tender offer and make-whole call to purchase any and all of our 2025 Notes.

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 2023 Dollar Notes.

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OtherIncome(Expense),Net

Our other income (expense), net increased by $142 million (or over 100%) to $163 million for the year ended December 31, 2021, compared with other income, net of $21 million for the same period in 2020. The increase in our other income, net for the year ended December 31, 2021 was primarily attributable to a net pre-tax gain on sale of $112 million associated with the sale of the Mining Solutions business of our Chemical Solutions segment and favorable changes in net exchange gains and losses of $29 million, driven by the favorable movements in several foreign currencies.

Provision for (Benefit from) Income Taxes

Our provision for (benefit from) income taxes amounted to a provision for income taxes of $68 million and a benefit from income taxes of $40 million for the years ended December 31, 2021 and 2020, respectively. Our provision for (benefit from) income taxes represented effective tax rates of 10% and negative 22% for the years ended December 31, 2021 and 2020, respectively.

The $108 million increase in our provision for income taxes for the year ended December 31, 2021, when compared with the same period in 2020, was primarily attributable to increased profitability, changes to our geographical mix of earnings, and $21 million of income tax expense related to the gain realized from the sale of our Mining Solutions business. In addition, we recorded income tax benefits in 2020 of $18 million related to the U.S. IRS acceptance of a non-automatic method change that allows for the recovery of tax basis for depreciation, which had been previously disallowed, and $11 million related to favorable impacts of certain elections and accounting method changes in connection with the filing of our 2019 U.S. federal income tax return, both of which did not reoccur in 2021. These increases were partially offset by income tax benefits in 2021 of $41 million associated with non-recurring accrued environmental remediation liabilities recorded in 2021, $11 million associated with a 2012 income tax refund received in a foreign subsidiary, and $16 million associated with a reversal of a valuation allowance on a certain foreign subsidiary’s deferred tax assets in relation to the sale of our Mining Solutions business on December 1, 2021.

Segment Reviews

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is the primary measure of segment profitability used by our Chief Operating Decision Maker (“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 net income (loss) attributable to Chemours to Adjusted EBITDA for the years ended December 31, 2021 and 2020 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, 2021 and 2020.

Year Ended December 31,

Titanium Technologies $ 809 $ 510

Thermal & Specialized Solutions 412 354

Advanced Performance Materials 261 126

Chemical Solutions 51 73

Corporate and Other (220 ) (184 )

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The Chemours Company

Titanium Technologies

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, 2021 and 2020.

Year Ended December 31,

Adjusted EBITDA margin 24 % 21 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the year ended December 31, 2021.

Change in segment net sales from prior period Year Ended December 31, 2021

Volume 28 %

Currency 2 %

Portfolio — %

Total change in segment net sales 40 %

Segment Net Sales

Our Titanium Technologies segment’s net sales increased by $953 million (or 40%) to $3.4 billion for the year ended December 31, 2021, compared with segment net sales of $2.4 billion for the same period in 2020. The increase in segment net sales for the year ended December 31, 2021 was primarily attributable to an increase in volume of 28% and an increase in price of 10%. Volume increases were driven by steady demand and market share recovery for our products across all end-markets and regions. Price increases were due to contracted price changes, as well as spot price increases in our Flex and Distribution channels. Favorable currency movements added a 2% tailwind to the segment’s net sales during the year ended December 31, 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA increased by $299 million (or 59%) to $809 million and segment Adjusted EBITDA margin increased by approximately 300 basis points to 24% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $510 million and segment Adjusted EBITDA margin of 21% for the same period in 2020. The increase in Adjusted EBITDA and segment Adjusted EBITDA margin was primarily attributable to the aforementioned increase in volume and price of the segment’s net sales, partially offset by higher raw material and energy costs, and fixed cost headwinds to support the increase in demand.

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The Chemours Company

Thermal & Specialized Solutions

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, 2021 and 2020.

Year Ended December 31,

Adjusted EBITDA margin 33 % 32 %

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 year ended December 31, 2021.

Change in segment net sales from prior period Year Ended December 31, 2021

Price 4 %

Volume 9 %

Currency 1 %

Portfolio — %

Total change in segment net sales 14 %

Segment Net Sales

Our Thermal & Specialized Solutions segment’s net sales increased by $152 million (or 14%) to $1.3 billion for the year ended December 31, 2021, compared with segment net sales of $1.1 billion for the same period in 2020. The increase in segment net sales for the year ended December 31, 2021 was primarily attributable to increases in volume and price of 9% and 4%, respectively. Volumes increased due to higher global customer demand for our refrigerants driven by global market recovery, partially offset by demand headwinds from automotive original equipment manufacturer (“OEM”) related to semiconductor shortages. Overall, prices increased due to actions implemented to offset inflationary headwinds. Favorable currency movements added a 1% tailwind to the segment’s net sales during the year ended December 31, 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA increased by $58 million (or 16%) to $412 million and segment Adjusted EBITDA margin increased by approximately 100 basis points to 33% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $354 million and segment Adjusted EBITDA margin of 32% for the same period in 2020. The increase in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2021 was primarily attributable to the increase in stationary pricing in 2021, partially offset by higher raw material costs and plant fixed costs incurred in conjunction with the temporary idling of certain of our facilities due to inclement weather from Winter Storm Uri early in the year.

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The Chemours Company

Advanced Performance Materials

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, 2021 and 2020.

Year Ended December 31,

Adjusted EBITDA margin 19 % 11 %

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 year ended December 31, 2021.

Change in segment net sales from prior period Year Ended December 31, 2021

Price 4 %

Volume 20 %

Currency 3 %

Portfolio — %

Total change in segment net sales 27 %

Segment Net Sales

Our Advanced Performance Materials segment’s net sales increased by $293 million (or 27%) to $1.4 billion for the year ended December 31, 2021, compared with segment net sales of $1.1 billion for the same period in 2020. The increase in segment net sales for the year ended December 31, 2021 was primarily attributable to a 20% increase in volume and a 4% increase in price. Volumes increased due to higher global customer demand across nearly all regions and markets. Global average selling price increased due to customer level pricing actions partially offset by our composition of product and customer mix. Favorable currency movements added a 3% tailwind to the segment’s net sales during the year ended December 31, 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA increased by $135 million (or over 100%) to $261 million and segment Adjusted EBITDA margin increased by approximately 800 basis points to 19% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $126 million and segment Adjusted EBITDA margin of 11% for the same period in 2020. The increases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2021 were primarily attributable to the aforementioned increases in volumes and price, partially offset by growth investments, higher raw material costs and higher fixed costs related to performance-based compensation.

The segment’s operating results for the years ended December 31, 2021 and 2020 included $15 million and $19 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 North Carolina Department of Environmental Quality (the “NC DEQ”) to resolve the suspension of our National Pollutant Discharge Elimination System (“NPDES”) permit.

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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, 2021 and 2020.

Year Ended December 31,

Adjusted EBITDA 51 73

Adjusted EBITDA margin 15 % 20 %

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Chemical Solutions segment’s net sales for the year ended December 31, 2021.

Change in segment net sales from prior period Year Ended December 31, 2021

Price 7 %

Volume 13 %

Currency — %

Portfolio (26 )%

Total change in segment net sales (6 )%

Segment Net Sales

Our Chemical Solutions segment’s net sales decreased by $22 million (or 6%) to $336 million for the year ended December 31, 2021, compared with segment net sales of $358 million for the same period in 2020. The decrease in segment net sales for the year ended December 31, 2021 was primarily attributable to portfolio change, which drove a 26% decline in net sales following our exit of the Aniline business at ourPascagoula, Mississippi production facility at the end of 2020 and the sale of our Mining Solutions business on December 1, 2021. The decrease in our net sales was partially offset by an increase in volume of 13% and an increase in price of 7%. Volumes increased due to increased customer demand in our Mining Solutions business prior to the sale on December 1, 2021. Average prices increased primarily due to higher contractual raw material cost pass-through in our Mining Solutions business prior to the sale on December 1, 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

Segment Adjusted EBITDA decreased by $22 million (or 30%) to $51 million and segment Adjusted EBITDA margin decreased by approximately 500 basis points to 15% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $73 million and segment Adjusted EBITDA margin of 20% for the same period in 2020. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2021 were primarily attributable to plant fixed costs incurred in conjunction with the temporary idling of certain of our facilities due to inclement weather from Winter Storm Uri during the first quarter as well as higher raw material and plant fixed costs. Furthermore, the aforementioned exit of the Aniline business at our Pascagoula, Mississippi production facility and the sale of our Mining Solutions business further decreased segment Adjusted EBITDA and segment Adjusted EBITDA margin.

Corporate and Other

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 $36 million (or 20%) to $220 million for the year ended December 31, 2021, compared with Corporate and Other costs of $184 million for the same period in 2020. The increase in Corporate and Other costs for the year ended December 31, 2021 was primarily attributable to higher costs associated with legacy environmental remediation matters and higher performance-based compensation expenses.

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The Chemours Company

2022 Outlook

Our 2022 results will be driven by the following expectations in each of our reportable segments:

We expect that our capital expenditures will be approximately $400 million.

Our outlook for 2022 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.

Uncertainty continues to exist concerning both the magnitude and the duration of the impacts to our financial results and condition caused by the ongoing COVID-19 pandemic. Regardless of size and duration, the evolving challenges have had and could again, in the future, have an adverse impact on our operating cash flows. We anticipate that our cash generated from operations, available cash, receivables securitization, and existing debt financing arrangements will provide us with sufficient liquidity through at least February 2023. If the macroeconomic situation deteriorates or the duration of the pandemic is further extended, we will evaluate additional cost actions, as necessary, as the operational and financial impacts to our Company continue to evolve.

At December 31, 2021, we had total cash and cash equivalents of $1.5 billion, of which $924 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, 2021, we received approximately $326 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 2023, which includes borrowing capacity under our revolving credit facility.

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The Chemours Company

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 existingdebtfinancingarrangements. Such obligations include:

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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 2023. 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 9, 2022, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2022. 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 $251 million of our outstanding common stock. On December 1, 2021, we completed the sale of the Mining Solutions business of our Chemical Solutions segment to Draslovka and received net cash proceeds of $508 million, net of $13 million cash divested. We expect to use the proceeds from the sale for general corporate purposes as permitted under our Credit Agreement. 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.

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The Chemours Company

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, 2021 and 2020.

Year Ended December 31,

Cash provided by operating activities $ 820 $ 807

Cash provided by (used for) investing activities 220 (234 )

Cash used for financing activities (560 ) (449 )

Operating Activities

We generated $820 million and $807 million in cash flows from our operating activities during the years ended December 31, 2021 and 2020. The increase in our operating cash inflows for the year ended December 31, 2021 was primarily attributable to higher net earnings from operations, collections during the year and timing of payments to vendors, partially offset by payments of taxes previously deferred. The increase was further offset by $125 million of accounts receivables sold to the bank, under our Securitization Facility during the year ended December 31, 2020, compared to $25 million of additional accounts receivables sold during the year ended December 31, 2021. Sale of accounts receivable under our Securitization Facility were pursuant to the Amended Purchase Agreement, dated March 9, 2020 and further amended in 2021. For further information refer to “Note 20 – Debt” to the Consolidated Financial Statements.

Investing Activities

We generated $220 million in cash flows from our investing activities during the year ended December 31, 2021. Our investing cash inflows were primarily attributable to $508 million of cash proceeds, which are net of $13 million cash divested, from the Mining Solutions Transaction. Our investing cash inflows were partially offset by purchases of property, plant, and equipment, amounting to $277 million and $12 million of cash used for the settlement of certain foreign currency contracts. For further information related to the capital projects driving our year-over-year increase in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A.

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. 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.

Financing Activities

We used $560 million in cash flows for our financing activities during the year ended December 31, 2021. Our financing cash outflows were primarily attributable to $854 million in debt repayments, comprised of the $750 million 2025 notes refinancing and $104 million Senior Secured Term Loan repurchases and repayments. These debt repayments were partially offset by $650 million of proceeds from the issuance of the 2029 Notes, which was used, together with cash on hand to repay the 2025 notes and related fees. Financing cash outflows also include $173 million in purchases of our issued and outstanding common stock under our 2018 Share Repurchase Program, $164 million returned to shareholders in the form of cash dividends paid, and $18 million in premium payments to purchase and redeem the 2025 Notes.

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, partially offset by $800 million of proceeds received 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 debt 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 2020, which was associated with our previous acquisition of Southern Ionics Minerals, LLC (“SIM”) in 2019.

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The Chemours Company

Current Assets

The following table sets forth the components of our current assets at December 31, 2021 and 2020.

December 31,

Cash and cash equivalents $ 1,451 $ 1,105

Accounts and notes receivable, net 720 511

Prepaid expenses and other 75 78

Our accounts and notes receivable, net increased by $209 million (or 41%) to $720 million at December 31, 2021, compared with accounts and notes receivable, net of $511 million at December 31, 2020. The increase in our accounts and notes receivable, net at December 31, 2021 was primarily attributable to higher net sales and the timing of collections from our customers. The increase in our accounts and notes receivable, net was partially offset by the increased utilization of our Securitization Facility and transfers of certain accounts and notes receivable, net in connection with the Mining Solutions Transaction.

Our inventories increased by $160 million (or 17%) to $1.1 billion at December 31, 2021, compared with inventories of $939 million at December 31, 2020. The increase in our inventories at December 31, 2021 was primarily attributable to an increase in our finished product and raw materials inventories, which was due to ramp-up in production and higher raw material costs.

Our prepaid expenses and other assets decreased by $3 million (or 4%) to $75 million at December 31, 2021, compared with prepaid expenses and other assets of $78 million at December 31, 2020. The decrease in our prepaid expenses and other assets at December 31, 2021 was primarily attributable to a decrease in our income taxes receivable.

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The Chemours Company

Current Liabilities

The following table sets forth the components of our current liabilities at December 31, 2021 and 2020.

December 31,

Compensation and other employee-related costs 173 107

Short-term and current maturities of long-term debt 25 21

Current environmental remediation 173 95

Other accrued liabilities 325 375

Total current liabilities $ 1,858 $ 1,442

Our accounts payable increased by $318 million (or 38%) to $1.2 billion at December 31, 2021, compared with accounts payable of $844 million at December 31, 2020. The increase in our accounts payable at December 31, 2021 was primarily attributable to higher raw material purchases in line with higher production levels, higher raw material costs and the timing of payments to our vendors.

Our compensation and other employee-related costs increased by $66 million (or 62%) to $173 million at December 31, 2021 compared with compensation and other employee-related costs of $107 million at December 31, 2020. The increase in our compensation and other employee-related costs at December 31, 2021 was primarily attributable to increased accruals for employee benefits and performance-based compensation.

Our short-term and current maturities of long-term debt increased by $4 million (or 19%) to $25 million at December 31, 2021, compared with short-term and current maturities of long-term debt of $21 million at December 31, 2020. The increase in our short-term and current maturities of long-term debt at December 31, 2021 was primarily attributable to an increase in our finance lease liabilities.

Our current environmental remediation increased by $78 million (or 82%) to $173 million at December 31, 2021, compared with current environmental remediation of $95 million at December 31, 2020. The increase in our current environmental remediation at December 31, 2021 was primarily attributable to liabilities recorded under the Consent Order and Addendum with the NC DEQ, which includes construction of the barrier wall and operation of the groundwater extraction and treatment system at Fayetteville that we expect to spend in 2022. The increase also relates to a $9 million accrual recorded to resolve the claims asserted by the U.S. Environmental Protection Agency (the “EPA”) related to past indirect costs associated with the 2012 Record of Decision (“ROD”), as amended, and the 2014 agreement entered into with the EPA and the State of Indiana. For more information regarding this matter, refer to “U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana” under the “Significant Environmental Remediation Sites” within this MD&A.

Our other accrued liabilities decreased by $50 million (or 13%) to $325 million at December 31, 2021, compared with other accrued liabilities of $375 million at December 31, 2020. The decrease in our other accrued liabilities at December 31, 2021 was primarily attributable to the payment of legal fees, the payment of contract termination fees in connection with construction work at our Mining Solutions facility in Gomez Palacio, Durango, Mexico, the payment of $29 million for the Ohio multi-district litigation settlement, and the payment of certain previously deferred income tax liabilities. The decrease in our other accrued liabilities was partially offset by increased accrued customer rebates and the $25 million accrual associated with our portion of the costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of Delaware’s agreement to settle and fully resolve claims alleged against the companies.

Credit Facilities and Notes

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

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The Chemours Company

Guarantor Financial Information

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 4.000% senior unsecured notes due May 2026, which are denominated in euros and the 5.375% senior unsecured notes due May 2027 (collectively, the “Registered Notes”), which are registered under the Securities Act of 1933, as amended. Each series of the Registered 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 existing and future domestic subsidiaries of the Parent Issuer (together, the “Guarantor Subsidiaries”), subject to certain conditions 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 Registered Notes (together, the “Non-Guarantor Subsidiaries”). Pursuant to the indentures governing the Registered 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, 2021

Gross profit 542