What changed in Chemours Co's 2023 10-K compared to 2022?

Across the narrative sections we track, Chemours Co (CC) added 536 paragraphs, removed 544, and edited 351 between the 2022 and 2023 10-K filings. The biggest movers are Item 1. Business (+272/−272), Item 7. Management's Discussion & Analysis (+259/−263), Item 5. Market for Registrant's Common Equity (+5/−9).

What changed in Chemours Co's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 259 new/edited paragraphs and 263 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this CC 10-K diff come from?

The source filings are Chemours Co's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Chemours Co's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Chemours Co's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+536 added−544 removedSource: 10-K (2024-03-27) vs 10-K (2023-02-10)

Top changes in Chemours Co's 2023 10-K

536 paragraphs added · 544 removed · 351 edited across 3 sections

Item 1. Business+272 / −272 · 179 edited
Item 7. Management's Discussion & Analysis+259 / −263 · 167 edited
Item 5. Market for Registrant's Common Equity+5 / −9 · 5 edited

Item 1. Business

Business — how the company describes what it does

179 edited+93 added−93 removed230 unchanged

2022 filing

2023 filing

Biggest changeRisks Related to Legal Matters, Environmental Sustainability, and Regulations Our results of operations could be adversely affected by litigation and other commitments and contingencies.

Biggest changeRisks Related to Legal Matters, Environmental Sustainability, and Regulations • Our results of operations could be adversely affected by litigation and other commitments and contingencies; • We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity; • In connection with our Separation, we were required to assume, and indemnify EID for, certain liabilities.

Seasonality Thermal & Specialized Solutions’ refrigerant sales fluctuate by season, as sales in the first half of the year are generally higher than sales in the second half of the year due to increased demand for residential, commercial, and automotive air conditioning in the spring, which peaks in the summer months, and then declines in the fall and winter in the northern hemisphere.

Seasonality Thermal & Specialized Solutions’ refrigerant sales fluctuate by season, as sales in the first half of the year are generally higher than sales in the second half of the year due to increased demand in the northern hemisphere for residential, commercial, and automotive air conditioning in the spring, which peaks in the summer months, and then declines in the fall and winter.

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.

We also could incur significant additional costs as a result of additional contamination that is discovered or remedial obligations imposed in the future. 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.

Our proprietary process technology can be a source of incremental income through licensing arrangements. 10 The Chemours Company Environmental and Regulatory Matters Information related to environmental matters is included in several areas of this Annual Report on Form 10-K, including: (i) Item 1A – Risk Factors ; (ii) Item 3 – Legal Proceedings , under the heading “Environmental Proceedings”; (iii) Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ; and, (iv) “Note 3 – Summary of Significant Accounting Policies” and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements .

Our proprietary process technology can be a source of incremental income through licensing arrangements. 11 The Chemours Company Environmental and Regulatory Matters Information related to environmental matters is included in several areas of this Annual Report on Form 10-K, including: (i) Item 1A – Risk Factors ; (ii) Item 3 – Legal Proceedings , under the heading “Environmental Proceedings”; (iii) Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ; and, (iv) “Note 3 – Summary of Significant Accounting Policies” and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements .

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 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 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.

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.

From time to time, we may announce certain key financial and non-financial targets that are expected to serve as benchmarks for our performance or for our liquidity 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.

Today, our Opteon TM -branded portfolio of products is used in a broad range of applications, including automotive, air conditioning, commercial refrigeration, and foam blowing agents. This patented technology offers similar functionality to current HFC products, but meets or betters currently-mandated environmental standards and, in some cases, provides energy efficiency benefits.

Today, our Opteon TM -branded portfolio of products is used in a broad range of applications, including automotive, air conditioning, commercial refrigeration, and foam blowing agents. This patented technology offers similar functionality to current HFC products, and meets or betters currently mandated environmental standards and, in some cases, provides energy efficiency benefits.

We deliver customized solutions with a wide range of industrial and specialty chemicals 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 titanium dioxide (“TiO 2 ”) pigment, refrigerants, industrial fluoropolymer resins, and performance chemicals and intermediates.

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 titanium dioxide (“TiO 2 ”) pigment, refrigerants, industrial fluoropolymer resins, and performance chemicals and intermediates.

Our TVS strategy establishes a commercial framework that allows us to focus on enhancing durable, value-oriented customer relationships, while providing customers access to a predictable and reliable supply of high-quality TiO 2 . Customers can purchase Ti-Pure TM TiO 2 either through long-term contracts or through Ti-Pure TM Flex.

Our strategy establishes a commercial framework that allows us to focus on enhancing durable, value-oriented customer relationships, while providing customers access to a predictable and reliable supply of high-quality TiO 2 . Customers can purchase Ti-Pure TM TiO 2 either through long-term contracts or through Ti-Pure TM Flex.

We source calcined petroleum coke from well-established suppliers in North America and China, typically under contracts that run multiple years to facilitate materials and logistics planning through the supply chain. Raw materials distribution efficiency is enhanced through the use of bulk ocean, barge, and rail transportation modes.

We source calcined petroleum coke from well-established suppliers in North America typically under contracts that run multiple years to facilitate materials and logistics planning through the supply chain. Raw materials distribution efficiency is enhanced through the use of bulk ocean, barge, and rail transportation modes.

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.

The PFAS Strategic Roadmap sets timelines by which EPA plans to take specific actions through 2024, including establishing a national primary drinking water regulation ("NPDWR") for PFOA and perfluorooctanesulfonic acid (“PFOS”) and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions.

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.

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 actively manage the risks within our control that could lead to business disruptions and security breaches.

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, • chemical spills and other discharges or releases of toxic or hazardous substances or gases.

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, among others: • piping and storage tank leaks and ruptures; • mechanical failure; • employee exposure to hazardous substances; • fires and explosions; and, • chemical spills and other discharges or releases of toxic or hazardous substances or gases.

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.

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 expire or be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised.

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.

Due to our international operations, we transact in many foreign currencies, including, but not limited to, the euro, the Mexican peso, the Chinese yuan, the Japanese yen, and the Argentine peso. As a result, we are subject to the effects of changes in foreign currency exchange rates.

Within this segment, we hold significant intellectual property in the form of trade secrets, and, while we believe that no single trade secret is material in relation to our combined business as a whole, we believe that our trade secrets are material in the aggregate.

Within this segment, we hold significant intellectual property in the form of trade secrets and patents, and, while we believe that no single trade secret is material in relation to our combined business as a whole, we believe that our trade secrets are material in the aggregate.

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. 19 The Chemours Company The businesses in which we compete are highly competitive.

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. 23 The Chemours Company The businesses in which we compete are highly competitive.

Refer to "Note 22 - Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 15 The Chemours Company We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity.

Refer to "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 18 The Chemours Company We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity.

On March 18, 2022, we filed a petition to EPA requesting it withdraw and correct its toxicity assessment for GenX compounds, and this petition was denied by EPA on June 14, 2022.

On March 18, 2022, we filed a petition to EPA requesting to withdraw and correct its toxicity assessment for GenX compounds, and this petition was denied by EPA on June 14, 2022.

A dedicated logistics team, along with external partners, works to optimize the assignment of our transportation equipment for each product line and geographic region to maximize utilization and flexibility of the supply chain. Customers Our Advanced Performance Materials segment serves approximately 1,300 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades.

A dedicated logistics team, along with external partners, works to optimize the assignment of our transportation equipment for each product line and geographic region to maximize utilization and flexibility of the supply chain. Customers Our Advanced Performance Materials segment serves approximately 1,100 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades.

We value collaboration to drive change and commit to continue working with policymakers, our value chain, and other organizations to encourage collective action to reduce GHG emissions and encourage lower-carbon forms of energy. 3 The Chemours Company Corporate History We began operating as an independent company on July 1, 2015 (the “Separation Date”) after separating from EID (the “Separation”).

We value collaboration to drive change and commit to continue working with policymakers, our value chain, and other organizations to encourage collective action to reduce GHG emissions and encourage lower-carbon forms of energy. 4 The Chemours Company Corporate History We began operating as an independent company on July 1, 2015 (the “Separation Date”) after separating from EID (the “Separation”).

Co-products of our mining operations, which comprised less than 5% of our total net sales in Titanium Technologies during 2022, include zircon (zirconium silicate) and staurolite minerals. We are a major supplier of high-quality calcined zircon in North America, primarily focused on the precision investment casting industry, foundry, specialty applications, and ceramics.

Co-products of our mining operations, which comprised less than 5% of our total net sales in Titanium Technologies during 2023, include zircon (zirconium silicate) and staurolite minerals. We are a major supplier of high-quality calcined zircon in North America, primarily focused on the precision investment casting industry, foundry, specialty applications, and ceramics.

These reports are made available, without charge, as soon as it is reasonably practicable after we file or furnish them electronically with the SEC at http://www.sec.gov. 14 The Chemours Company I tem 1A. RISK FACTORS Our operations could be affected by various risks, many of which are beyond our control.

These reports are made available, without charge, as soon as it is reasonably practicable after we file or furnish them electronically with the SEC at http://www.sec.gov. 15 The Chemours Company I tem 1A. RISK FACTORS Our operations could be affected by various risks, many of which are beyond our control.

Our global workforce, renowned for its deep and unmatched expertise, brings our chemistry to life, guided by five core values that form the bedrock foundation for how we operate: (i) Customer Centricity – driving customer growth, and our own, by understanding our customers’ needs and building long-lasting relationships with them; (ii) Refreshing Simplicity – cutting complexity by investing in what matters, and getting results faster; (iii) Collective Entrepreneurship – empowering our employees to act like they own our business, while embracing the power of inclusion and teamwork; (iv) Safety Obsession – living our steadfast belief that a safe workplace is a profitable workplace; and, (v) Unshakable Integrity – doing what’s right for our customers, colleagues, and communities – always.

Our global workforce, renowned for its deep and unmatched expertise, bring our chemistry to life, guided by five core values that form the bedrock foundation for how we operate: (i) Customer Centered – driving customer growth, and our own, by understanding our customers’ needs and building long-lasting relationships with them; (ii) Refreshing Simplicity – cutting complexity by investing in what matters, and getting results faster; (iii) Collective Entrepreneurship – empowering our employees to act like they own our business, while embracing the power of inclusion and teamwork; (iv) Safety Obsession – living our steadfast belief that a safe workplace is a profitable workplace; and, (v) Unshakable Integrity – doing what’s right for our customers, colleagues, and communities – always.

That combination of excellence and diversity is essential to continuing our strong track record of uncovering and delivering the innovative solutions society needs. Diverse and Inclusive Leadership and Workforce Our board of directors is comprised of nine individuals with diverse experience and credentials, selected for their acumen and ability to challenge and add value to management.

That combination of excellence and diversity is essential to continuing our strong track record of uncovering and delivering the innovative solutions society needs. Diverse and Inclusive Leadership and Workforce Our board of directors is comprised of ten individuals with diverse experience and credentials, selected for their acumen and ability to challenge and add value to management.

We have a leadership position in fluorine chemistry and materials science, a broad scope and scale of operations, a strong applications development competency, and deep customer knowledge. Key competitors for this segment include Daikin Industries, Ltd., 3M Company, Solvay, S.A., AGC Inc., and Dongyue Group Co., Ltd.

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.

For the year ended December 31, 2022, our voluntary attrition percentage was approximately 7%. Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934 (the “Exchange Act”). Consequently, we are required to file reports and information with the U.S.

For the year ended December 31, 2023, our voluntary attrition percentage was approximately 7%. Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934 (the “Exchange Act”). Consequently, we are required to file reports and information with the U.S.

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. We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, MOU escrow funding requirements, capital expenditures, and ongoing operations.

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. 26 The Chemours Company We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, MOU escrow funding requirements, capital expenditures, and ongoing operations.

Employee Attraction and Retention We believe that our workplace culture, as reinforced by our CRC, corporate values, professional development opportunities, and competitive employee compensation, is critical in attaining a high offer acceptance rate and maintaining low levels of attrition, thereby enabling us to attract talented employees and retain and recognize the benefits of our investments in our employees’ technical manufacturing capabilities, safety acumen, and professional development.

Employee Attraction and Retention We believe that our workplace culture, as reinforced by our commitment to sustainability, corporate values, professional development opportunities, and competitive employee compensation, is critical in attaining a high offer acceptance rate and maintaining low levels of attrition, thereby enabling us to attract talented employees and retain and recognize the benefits of our investments in our employees’ technical manufacturing capabilities, safety acumen, and professional development.

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, 2022, we had approximately $1.1 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates.

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, 2023, we had approximately $1.5 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates.

Depending on the ultimate outcome of EPA’s actions, our estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on our results of operations, financial condition, and cash flows. 17 The Chemours Company In connection with our Separation, we were required to assume, and indemnify EID for, certain liabilities.

Depending on the ultimate outcome of EPA’s actions, our estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on our results of operations, financial condition, and cash flows. In connection with our Separation, we were required to assume, and indemnify EID for, certain liabilities.

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. 23 The Chemours Company 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.

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.

Our mines provide us with low-cost, high-quality domestic ilmenite ore feedstock and currently supply less than 10% of our ore feedstock needs, with expansion options that could further increase our in-sourced raw material base.

Our mines provide us with low-cost, high-quality domestic ilmenite ore feedstock and currently supply less than 15% of our ore feedstock needs, with expansion options that could further increase our in-sourced raw material base.

We have a leading position in HFC refrigerants under the brand name Freon, and we are a leader in the development of sustainable technologies like Opteon, a line of low GWP hydrofluoroolefin (“HFO”) refrigerants, which also have a near-zero ozone-depletion footprint. Opteon was initially developed in response to the European Union’s (“EU”) Mobile Air Conditioning Directive.

We have a leading position in HFC refrigerants under the brand name Freon, and we are a leader in the development of more sustainable technologies like Opteon, a line of low GWP hydrofluoroolefin (“HFO”) refrigerants and specialty fluids, which also have a near-zero ozone-depletion footprint. Opteon was initially developed in response to the European Union’s (“EU”) Mobile Air Conditioning Directive.

As a multi-national corporation, we are also continuously monitoring the operational and financial impacts of evolving restrictive local and national laws and regulations. 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.

As a multi-national corporation, we are also continuously monitoring the operational and financial impacts of evolving restrictive local and national laws and regulations. 27 The Chemours Company 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.

Ultimately, we believe that our efforts towards achieving each of these goals result in a company culture that views our individual differences, safety-focused mentality, and talent development initiatives as sources of competitive strength. Safety Obsession Responsible chemistry begins with our focus on the safety and health of people all along our value chain, including our own workforce.

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.

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

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.

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

The effects of 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, and may 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, such as available capacity and compliance with debt covenants, risks related to the adequacy of our cash flows and earnings or other conditions which may affect our liquidity, and risks related to our ongoing ability to pay dividends and repurchase common stock.

The effects of the COVID-19 pandemic 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, and may 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, such as available capacity and compliance with debt covenants, risks related to the adequacy of our cash flows and earnings or other conditions which may affect our liquidity, and risks related to our ongoing ability to pay dividends and repurchase common stock.

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

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.

We sell our products through direct and indirect channels, and the duration of our selling agreements vary by product line and markets served. Our Advanced Performance Materials segment maintains a limited fleet of railcars, tank trucks, containers, and totes to deliver our products and support our supply chain needs.

We sell our products through direct and indirect channels, and the duration of our selling agreements vary by product line and markets served. 10 The Chemours Company Our Advanced Performance Materials segment maintains a limited fleet of railcars, tank trucks, containers, and totes to deliver our products and support our supply chain needs.

Our Opteon portfolio has been developed to meet global reg ulations while maintaining or improving performance compared to the products they replace in refrigeration and cooling applications, such as food transportation, food and pharmaceutical/medical storage, food manufacturing and retail, automotive air conditioning, and residential and commercial building air conditioning.

Our Opteon portfolio has been developed to meet global regulations while maintaining or improving performance compared to the products they replace in refrigeration and cooling applications, such as food transportation, food and pharmaceutical/medical storage, food manufacturing and retail, automotive air conditioning, and residential and commercial building air conditioning.

In support of our goals and commitment to foster a diverse and inclusive environment where all employees can contribute, thrive and grow, we have several Employee Resource Groups (“ERGs”): Chemours Asian Group, Chemours Black Employee Network, Chemours Latin American Resource Organization, Chemours Pride Network, Chemours Women’s Network, Early Career Network, and VetNet.

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.

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. 28 The Chemours Company A stockholder’s percentage of ownership in us may be diluted in the future.

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. A stockholder’s percentage of ownership in us may be diluted in the future.

We serve our small-size and mid-size customers through a combination of our direct sales and distribution network. Our direct customers in the Titanium Technologies segment are producers of decorative coatings, automotive and industrial coatings, polyolefin masterbatches, PVC, engineering polymers, laminate paper, coatings paper, and coated paperboard.

We serve our small-size and mid-size customers through a combination of our direct sales and distribution network. Our direct customers in the Titanium Technologies segment are producers of decorative coatings, automotive and industrial coatings, polyolefin master batches, PVC, engineering polymers, laminate paper, coatings paper, and coated paperboard.

With this focus, we invest in research and development (“R&D”) in order to develop safer, cleaner, and more efficient products and processes that enable our operations, customers, and consumers to reduce both their GHG emissions, carbon footprint, and overall environmental footprint.

With this focus, we invest in research and development (“R&D”) in order to develop safer, cleaner, and more efficient products and processes that enable our operations, customers, and consumers to reduce their greenhouse gas ("GHG") emissions, carbon footprint, and overall environmental footprint.

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.

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, proceedings or other actions 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 or human rights concerns.

In our Thermal and Specialized Solutions segment, global regulations driving the phase-down of HFCs, including the EU’s Fluorinated-Gas ("F-Gas") Directive, the EU’s Mobile Air Conditioning Directive, and the recently enacted AIM Act, promote the adoption and sale of our high performing Opteon products, which have lower GWP and zero ozone-depletion footprint.

In our Thermal & Specialized Solutions segment, global regulations driving the phase-down of HFCs, including the EU’s F-Gas Directive, the EU’s Mobile Air Conditioning Directive, and the AIM Act in the US, promote the adoption and sale of our high performing Opteon products, which have lower GWP and zero ozone-depletion footprint.

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, including ESG-related impacts.

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.

We operate four TiO 2 pigment production facilities: two in the U.S., one in Mexico, and one in Taiwan. In total, we have a TiO 2 pigment nameplate capacity of approximately 1.25 million metric tons per year. In addition, we have a large-scale repackaging and distribution facility in Belgium.

We operate three TiO 2 pigment production facilities: two in the U.S. and one in Mexico. In total, we have a TiO 2 pigment nameplate capacity of approximately 1.1 million metric tons per year. In addition, we have a large-scale repackaging and distribution facility in Belgium.

TiO 2 pigment represents a significant raw material cost for our direct customers, and as a result, purchasing decisions are often made by our customers’ senior management teams.

TiO 2 pigment represents a significant raw material cost for many of our customers, and as a result, purchasing decisions are often made by our customers’ senior management teams.

Advanced Performance Materials will benefit long-term from secular growth in clean energy and advanced electronics. 8 The Chemours Company Industry Overview and Competitors Our Advanced Performance Materials segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific.

Advanced Performance Materials will benefit long-term from secular growth in clean energy and advanced electronics. Industry Overview and Competitors Our Advanced Performance Materials segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific.

We manage and report our operating results through three reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, durability, efficiency, and protection across a variety of applications.

We manage and report our operating results through three principal reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications.

As of December 31, 2022, no one individual customer represented more than 10% of our consolidated net sales, and one customer represented approximately 8% of our total outstanding accounts and notes receivables balance. We are a different kind of chemistry company, driven by our vision to create a better world through the power of our chemistry.

As of December 31, 2023, no one individual customer represented more than 10% of our consolidated net sales, and no one individual customer balance represented more than 5% of our total outstanding accounts and notes receivables balance. We are a different kind of chemistry company, driven by our vision to create a better world through the power of our chemistry.

We also operate mineral sands mining and/or separation operations in Starke, Florida, Nahunta, Georgia, Jesup, Georgia and Offerman, Georgia. We are one of a limited number of manufacturers operating a chloride process to produce TiO 2 pigment.

We also operate mineral sands mining and/or separation operations in Starke, Florida, Nahunta, Georgia, Jesup, Georgia and Offerman, Georgia. 5 The Chemours Company We are one of a limited number of manufacturers operating a chloride process to produce TiO 2 pigment.

No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2022.

No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2023.

Our directors have held significant leadership positions and bring a depth of experience across a wide variety of industries, providing the company with unique insights and fresh perspectives. The demographics of our board of directors include 44% women and 33% ethnically diverse individuals.

Our costs of complying with complex environmental laws and regulations, as well as internal and external voluntary programs, are significant and will continue to be significant for the foreseeable future.

Our costs to comply with complex environmental laws and regulations, as well as internal and external voluntary programs, are significant and will continue to be significant for the foreseeable future.

We have a leadership position in fluorine chemistry and materials science, a broad scope and scale of operations, market-driven applications development capabilities, and deep customer knowledge. Key competitors for the Thermal & Specialized Solutions segment include Honeywell International, Inc., Arkema S.A., Orbia, and Daikin Industries, Ltd, and, to a certain extent, other industrial gasses could add to competition.

Lastly, we have taken steps to optimize routes for ore distribution within our manufacturing asset base and increase storage capacity at our production facilities. 5 The Chemours Company Chlorine is also a key raw material input to our process. Price and availability of chlorine are subject to cyclicality and regional market dynamics. In addition, transporting chlorine can be costly.

Lastly, we have taken steps to optimize routes for ore distribution within our manufacturing asset base and increased storage capacity at our production facilities. Chlorine is also a key raw material input to our process. Price and availability of chlorine are subject to cyclicality and regional market dynamics. In addition, transporting chlorine can be costly.

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 February 2022, the General Court dismissed the annulment action and we have appealed such decision.

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 our ability to attract, retain and motivate key employees, and to identify and develop high-performing talented personnel to succeed our senior management and other key employees.

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.

Our assets or cash flows may not 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.

In April 2021, we announced an update to our climate goals to better align our climate commitment with the Paris Accord and set us on a path to achieve net zero greenhouse gas emissions from our operations by 2050.

In 2021, we updated our climate goals to better align our climate commitment with the Paris Accord and set us on a path to achieve net zero greenhouse gas emissions from our operations by 2050.

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.

In the event of a catastrophic incident involving any of the raw materials we use or chemicals we produce, we could incur material costs to address the consequences of such event and future reputational costs associated with any such event.

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; • changes in earnings estimates by securities analysts or our ability to meet those estimates or our earnings guidance; • 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; • changes in applicable rules and regulations and the reputation of our business; • the announcement of new products by us or our competitors; • overall market fluctuations and domestic and worldwide economic conditions; and, • other factors described within this Item 1A – Risk Factors , and elsewhere within this Annual Report on Form 10-K.

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; • changes in earnings estimates by securities analysts or our ability to meet those estimates or our earnings guidance; • anticipated or actual outcomes or resolutions of legal or other contingencies; • internal factors, such as the Audit Committee Internal Review, unplanned changes in senior management, and material weaknesses in internal control over financial reporting; • the operating and stock price performance of other comparable companies; • a change in our dividend or stock repurchase activities; • changes in applicable rules and regulations and the reputation of our business; • the announcement of new products by us or our competitors; • overall market fluctuations and domestic and worldwide economic conditions; and, • other factors described within this Item 1A – Risk Factors , and elsewhere within this Annual Report on Form 10-K.

In 2021, we announced the implementation of an improvement project to significantly reduce emissions of HFC-23 at our Louisville, Kentucky manufacturing site. The project includes the design, custom-build and installation of proprietary technology to capture at least 99% of HFC-23 process emissions from the site.

We successfully completed an improvement project to significantly reduce emissions of HFC-23 at our Louisville, Kentucky manufacturing site. The project includes the design, custom-build and installation of proprietary technology to capture at least 99% of HFC-23 process emissions from the site.

At December 31, 2022, we had approximately 74% of our employees in the Americas (66% of whom are in the United States), 15% in Europe, and 11% in Asia Pacific (4% are in China). Approximately 11% of our employees are represented by unions or works councils. Management believes that its relations with employees and labor organizations are good.

At December 31, 2023, we had approximately 76% of our employees in the Americas (67% of whom are in the United States), 15% in Europe, and 9% in Asia Pacific (4% are in China). Approximately 15% of our employees are represented by unions or works councils. Management believes that its relations with employees and labor organizations are good.

Growth in our Thermal & Specialized Solutions segment is supported in part by the adoption of the American Innovation and Manufacturing Act ("AIM Act") in the US.

Growth in our Thermal & Specialized Solutions segment is supported in part by the adoption of the American Innovation and Manufacturing Act ("AIM Act") in the US and the EU’s Fluorinated-Gas ("F-Gas") Directive.

Our employees’ global demographics consisted of approximately 77% male employees and approximately 23% female employees, and, in the U.S., approximately 23% of our employees were considered to be ethnically diverse.

Our employees’ global demographics consisted of approximately 76% male employees and approximately 24% female employees, and, in the U.S., approximately 21% of our employees were considered to be ethnically diverse.

Guided by decades of innovation, we are one of the largest global producers of TiO 2 pigment, using our proprietary chloride technology, our low-cost network of manufacturing facilities allows us to efficiently and cost-effectively serve our global customer base. We believe we are well-positioned to remain one of the lowest-cost, high-quality TiO 2 pigment producers.

Guided by decades of innovation, we are one of the largest global producers of TiO 2 pigment, using our proprietary chloride technology, our network of manufacturing facilities allows us to efficiently and cost-effectively serve our global customer base.

Effective January 1, 2023, E.I. du Pont de Nemours changed its name to EIDP, Inc. Segments In our Titanium Technologies segment, we are a leading, global provider of TiO 2 pigment, and aspire to be the most sustainable TiO 2 enterprise in the world.

Effective January 1, 2023, E.I. du Pont de Nemours changed its name to EIDP, Inc. Segments In our Titanium Technologies segment, we are a leading, global provider of TiO 2 pigment.

Customers Globally, we serve approximately 500 customers through our Titanium Technologies segment. In 2022, our 10 largest Titanium Technologies customers accounted for approximately 39% of the segment’s net sales, and one Titanium Technologies customer represented more than 10% of the segment’s net sales. Our larger customers are typically served through direct sales and tend to have medium-term to long-term contracts.

In 2023, our 10 largest Titanium Technologies customers accounted for approximately 43% of the segment’s net sales, and one Titanium Technologies customer represented more than 10% of the segment’s net sales. Our larger customers are typically served through direct sales and tend to have medium-term to long-term contracts.

This technology, which is in use at all of our production facilities, provides us with one of the industry’s lowest manufacturing cost positions.

We believe this technology, which is in use at all of our production facilities, provides us with the asset structure to deliver one of the industry’s lowest manufacturing cost positions.

Our patents, in the aggregate, are believed to be of material importance to our business. However, although certain proprietary intellectual property rights are important to our success, we do not believe that we are materially dependent on any single patent (or group of related patents) or trademark.

However, although certain proprietary intellectual property rights are important to our success, we do not believe that we are materially dependent on any single patent (or group of related patents) or trademark.

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.

Factors that may be considered a change in circumstances, indicating that the carrying value of our long-lived assets and goodwill may not be recoverable, include, but are not limited to, changes in the industrial, economic, political, social, and physical landscapes in which we operate, a decline in our stock price and market capitalization, reduced future cash flow estimates, changes in discount rate, as well as competition or other factors leading to a reduction in expected long-term sales or profitability.

We actively support our employees in their professional development, providing multiple learning opportunities and trainings. We encourage and support employee participation in industry associations, professional organizations and other external resources to develop their skills and experience.

Professional Development We encourage and support our employees to own their careers by taking the lead in their respective professional development journeys. We actively support our employees in their professional development, providing multiple learning opportunities and trainings. We encourage and support employee participation in industry associations, professional organizations and other external resources to develop their skills and experience.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2023 filing

Biggest change(2) The average price paid per share and approximate dollar value of shares that may yet be purchased under the share repurchase program exclude fees, commissions, and other charges for the related transactions. 35 The Chemours Company Stock Performance Graph 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.

Biggest changeThe aggregate amount of our common stock that remained available for purchase under the 2022 Share Repurchase Program at December 31, 2023 was $441 million. 42 The Chemours Company Stock Performance Graph The following graph presents the five-year cumulative total stockholder returns for our common stock through December 31, 2023 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, 2017, and that all dividends were reinvested. I tem 6. RESERVED 36 The Chemours Company

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, 2018, and that all dividends were reinvested. I tem 6. RESERVED 43 The Chemours Company

Issuer Purchases of Equity Securities 2018 Share Repurchase Program In August 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”).

Issuer Purchases of Equity Securities 2022 Share Repurchase Program On April 27, 2022, 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 “2022 Share Repurchase Program”).

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 38,680 at February 6, 2023.

Through December 31, 2022, we purchased a cumulative 8,234,314 shares of our issued and outstanding common stock under the 2022 Share Repurchase Program, which amounted to $241 million at an average share price of $29.24 per share.

Through December 31, 2023, we purchased a cumulative 10,342,722 shares of our issued and outstanding common stock under the 2022 Share Repurchase Program, which amounted to $309 million at an average share price of $29.90 per share. There were no share repurchases under the 2022 Share Repurchase Program for the three months ended December 31, 2023.

Removed

In February 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.

Removed

On May 19, 2022, we completed the aggregate $1.0 billion in authorized purchases of our issued and outstanding common stock under the 2018 Share Repurchase Program, which amounted to a cumulative 28,603,784 shares purchased at an average price of $34.96 per share. 2022 Share Repurchase Program On April 27, 2022, 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 “2022 Share Repurchase Program”).

Removed

The aggregate amount of our common stock that remained available for purchase under the 2022 Share Repurchase Program at December 31, 2022 was $509 million. The following table sets forth the purchases of our issued and outstanding common stock under the programs for the three months ended December 31, 2022.

Removed

(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) Month ended October 31, 2022 3,750,977 $ 27.87 3,750,977 $ 540 Month ended November 30, 2022 727,634 29.52 727,634 518 Month ended December 31, 2022 293,522 30.66 293,522 509 Total 4,772,133 $ 28.29 4,772,133 $ 509 (1) The total number of shares purchased under the share repurchase program is determined using trade dates for the related transactions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2023 filing

Biggest changePursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will be shared until the earlier to occur of: (i) December 31, 2040; (ii) the day on which the aggregate amount of Qualified Spend is equal to $4.0 billion; or, (iii) a termination in accordance with the terms of the MOU.

Biggest changePursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.1 billion is available after consideration of the funding of the qualified settlement fund per the terms of the U.S. public water system settlement agreement, payment to the State of Ohio, and supplemental payment to the State of Delaware (discussed below).

Our principal products include titanium dioxide ("TiO 2 ") 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 three reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials.

Our principal products include titanium dioxide ("TiO 2 ") 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 three principal reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials.

Estimated liabilities are determined based on existing remediation laws and technologies and our planned remedial responses, which are derived from environmental studies, sampling, testing, and other analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies.

Estimated liabilities are determined based on existing remediation laws and technologies and our planned remedial responses, which are derived from environmental studies, sampling, testing, and analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies.

Our capital requirements have consisted, and are expected to continue to consist, primarily of: • ongoing capital expenditures, such as those required to maintain equipment reliability, maintain the integrity and safety of our manufacturing sites, comply with environmental regulations, and meet our Corporate Responsibility Commitments; • investments in our existing facilities to help support the introduction of new products and de-bottleneck to expand capacity and grow our business; and, • investments in projects to reduce future operating costs and enhance productivity.

Our capital requirements have consisted, and are expected to continue to consist, primarily of: • investments in our existing facilities to help support the introduction of new products, expand capacity, and grow our business; • ongoing capital expenditures, such as those required to maintain equipment reliability, maintain the integrity and safety of our manufacturing sites, comply with environmental regulations, and meet our Corporate Responsibility Commitments; and, • investments in projects to reduce future operating costs and enhance productivity.

Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, we currently estimate the potential liabilities may range up to approximately $730 million above the amount accrued at December 31, 2022. This estimate is not intended to reflect an assessment of our maximum potential liability.

Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, we currently estimate the potential liabilities may range up to approximately $730 million above the amount accrued at December 31, 2023. This estimate is not intended to reflect an assessment of our maximum potential liability.

Discussions are ongoing with the EPA and the New Jersey Department of Environmental Protection (the “NJ DEP”) relating to such remaining work as well as the scope of remedial programs and investigation relating to the Chambers Works site historic industrial activity as well as ongoing remedial programs. 59 The Chemours Company Fayetteville Works, Fayetteville, North Carolina Fayetteville is located southeast of the City of Fayetteville in Cumberland and Bladen counties, North Carolina.

Discussions are ongoing with the EPA and the New Jersey Department of Environmental Protection (the “NJ DEP”) relating to such remaining work as well as the scope of remedial programs and investigation relating to the Chambers Works site historic industrial activity as well as ongoing remedial programs. 70 The Chemours Company Fayetteville Works, Fayetteville, North Carolina Fayetteville is located southeast of the City of Fayetteville in Cumberland and Bladen counties, North Carolina.

While the Non-Guarantor Subsidiaries do not guarantee the Parent Issuer’s obligations under our debt financing arrangements, we may, from time to time, repatriate post-2017 earnings from certain of these subsidiaries to meet our financing obligations, as well. 51 The Chemours Company Supplier Financing We maintain supply chain finance programs with several financial institutions.

While the Non-Guarantor Subsidiaries do not guarantee the Parent Issuer’s obligations under our debt financing arrangements, we may, from time to time, repatriate post-2017 earnings from certain of these subsidiaries to meet our financing obligations, as well. 62 The Chemours Company Supplier Financing We maintain supply chain finance programs with several financial institutions.

This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance. On September 24, 2019, Chemours filed an application with the EU Court of Justice for the annulment of the decision of ECHA to list HFPO Dimer Acid as a Substance of Very High Concern.

This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance. On September 24, 2019, 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.

For the year ended December 31, 2020, and changes from the year ended December 31, 2020 to the year ended December 31, 2021, 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, 2021.

For the year ended December 31, 2021, and changes from the year ended December 31, 2021 to the year ended December 31, 2022, 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, 2022.

Under our 2022 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 $509 million of our outstanding common stock.

Depreciation and amortization are ceased for a disposal group upon it being classified as held for sale. 53 The Chemours Company The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time.

Depreciation and amortization are ceased for a disposal group upon it being classified as held for sale. 64 The Chemours Company The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time.

In August 2020, we, along with NC DEQ and CFRW, reached agreement on the terms of an addendum to the CO (the “Addendum”).

In 2020, we, along with NC DEQ and CFRW, reached agreement on the terms of an addendum to the CO (the “Addendum”).

Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years. • Environmental remediation – We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off.

Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years. 56 The Chemours Company • Environmental remediation – We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off.

We received comments on the CMS from EPA and NJ DEP in March 2020, and we responded to their comments in June 2020 and continue to seek resolution with EPA. 60 The Chemours Company U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana The U.S. Smelter and Lead Refinery, Inc.

We received comments on the CMS from EPA and NJ DEP in March 2020, and we responded to their comments in June 2020 and continue to seek resolution with EPA. 71 The Chemours Company U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana The U.S. Smelter and Lead Refinery, Inc.

In September 2022, EPA confirmed the selection of remedial actions for modified Zone 1 and provided notice to all relevant parties, including IDA, to cause the agreements between EPA, DOJ, the State of Indiana, Chemours and other PRPs to become effective.

A former manufacturing area, which was sold in 1992, produced nylon strapping and elastomeric tape. EID sold its Butacite® and SentryGlas® manufacturing units to Kuraray America, Inc. in September 2014. In July 2015, upon our Separation from EID, we became the owner of the Fayetteville land assets along with fluoromonomers, Nafion membranes, and the related polymer processing aid manufacturing units.

We were also assigned numerous clean-up obligations from EID, which pertain to 88 sites previously owned by EID and/or us, as well as sites that we or EID never owned or operated. We are meeting our obligations to clean up those sites.

We were also assigned numerous clean-up obligations from EID, which pertain to 87 sites previously owned by EID and/or us, as well as sites that we or EID never owned or operated. We are meeting our obligations to clean up those sites.

We use discount rates that are developed by matching the expected cash flows of each benefit plan to various yield curves constructed from a portfolio of high-quality, fixed income instruments provided by the plan’s actuary as of the measurement date. As of December 31, 2022, the weighted-average discount rate was 3.6%.

For the year ended December 31, 2022, legal charges primarily include proceeds from a settlement in a patent infringement matter relating to certain copolymer patents associated with our Advanced Performance Materials segment and $20 million associated with our portion of the potential loss in the single matter not included in the Leach settlement.

For the year ended December 31, 2022, litigation-related charges primarily include proceeds from a settlement in a patent infringement matter relating to certain copolymer patents associated with our Advanced Performance Materials segment and $20 million associated with our portion of the potential loss in the single matter not included in the Leach settlement.

We will continue to evaluate as new or additional information becomes available in the determination of our environmental remediation liability. In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans.

We will continue to evaluate as new or additional information becomes available in the determination of our environmental remediation liability. 69 The Chemours Company In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans.

We account for the tax impacts of new provisions based on interpretation of existing statutory law, including proposed regulations issued by the U.S. Treasury and the IRS.

We account for the tax impacts of new provisions based on interpretation of existing statutory law, including proposed regulations issued by the U.S. Treasury, the IRS, and other authorities.

Landfill post closure care include systems to treat surface water, leachate or groundwater, landfill cover or cap maintenance, monitoring and reporting. Additionally, upgrades to the Local landfill cover are being developed.

Landfill post closure care includes systems to treat surface water, leachate or groundwater, landfill cover or cap maintenance, monitoring and reporting. Additionally, upgrades to the Local landfill cover are being developed.

Adjusted EBITDA is the primary measure of segment profitability used by our CODM and is defined as income (loss) before income taxes, excluding the following: • interest expense, depreciation, and amortization; • non-operating pension and other post-retirement employee benefit costs, which represents the non-service component of net periodic pension (income) costs; • exchange (gains) losses included in other income (expense), net; • restructuring, asset-related, and other charges; • (gains) losses on sales of assets and businesses; and, • other items not considered indicative of our ongoing operational performance and expected to occur infrequently, including Qualified Spend reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the Memorandum of Understanding (“MOU”) that were previously excluded from Adjusted EBITDA.

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; • non-operating pension and other post-retirement employee benefit costs, which represents the non-service component of net periodic pension (income) costs; • exchange (gains) losses included in other income, net; • restructuring, asset-related, and other charges; • (gains) losses on sales of assets and businesses; and, • other items not considered indicative of our ongoing operational performance and expected to occur infrequently, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the Memorandum of Understanding (“MOU”) that were previously excluded from Adjusted EBITDA.

Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend. 46 The Chemours Company • PFAS escrow funding requirements – Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future PFAS liabilities.

Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend. • PFAS escrow funding requirements – Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities.

These actions were memorialized in a RCRA final remedy implementation plan approved by the agencies in 2018 and integrated into the updated RCRA permit in August 2020. The remedial actions required by the RCRA final remedy implementation plan have been completed or are part of routine operations, maintenance and monitoring.

These actions were memorialized in a RCRA final remedy implementation plan approved by the agencies in 2018 and integrated into the updated RCRA permit in August 2020. 72 The Chemours Company The remedial actions required by the RCRA final remedy implementation plan have been completed or are part of routine operations, maintenance and monitoring.

The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, 2022 and 2021.

The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, 2023 and 2022.

Pursuant to an Order on Consent ("OC"), entered into by EID with EPA since 2006, Chemours provides alternate drinking water supplies, via granular activated carbon ("GAC") treatment or other approved supply, to residential well owners and local public drinking water systems near the Washington Works complex whose PFOA concentration exceeds 70 parts per trillion.

Further, pursuant to an Order on Consent ("OC"), entered into by EID with EPA since 2006, we provide alternate drinking water supplies, via granular activated carbon ("GAC") treatment or other approved supply, to residential well owners and local public drinking water systems near the Washington Works complex whose PFOA concentration exceeds 70 parts per trillion.

As part of our legacy as a former subsidiary of EID, we are cleaning-up historical impacts to soil and groundwater that have occurred in the past at the 21 sites that we own. These Chemours-owned sites make up approximately 88% of our environmental remediation liabilities at December 31, 2022.

As part of our legacy as a former subsidiary of EID, we are cleaning-up historical impacts to soil and groundwater that have occurred in the past at the 21 sites that we own. These Chemours-owned sites make up approximately 87% of our environmental remediation liabilities at December 31, 2023.

For these five sites, we expect to spend, in the aggregate, $246 million over the next three years. For all other sites, we expect to spend $99 million over the next three years. Chambers Works, Deepwater, New Jersey (“Chambers Works”) The Chambers Works complex is located on the eastern shore of the Delaware River in Deepwater, Salem County, New Jersey.

For these five sites, we expect to spend, in the aggregate, $178 million over the next three years. For all other sites, we expect to spend $66 million over the next three years. Chambers Works, Deepwater, New Jersey (“Chambers Works”) The Chambers Works complex is located on the eastern shore of the Delaware River in Deepwater, Salem County, New Jersey.

Metals, and USS Lead Muller Group, and these parties entered into an interim allocation agreement to perform that work. As of the end of 2019, the required work in Zone 3 had been completed, and Zone 2 was nearly complete by the end of 2020.

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.

Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, 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. 47 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, 2022 and 2021.

Such charges could have a material adverse impact on our financial position, results of operations, or cash flows. 58 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, 2023 and 2022.

A 50 basis point increase in the discount rate would result in a decrease of $3 million to the net periodic benefit cost for 2023, while a 50 basis point decrease in the discount rate would result in an increase of approximately $3 million.

A 50 basis point increase in the discount rate would result in a decrease of $3 million to the net periodic benefit cost for 2024, while a 50 basis point decrease in the discount rate would result in an increase of approximately $4 million.

The remaining 102 sites, which are Superfund sites and other sites not owned by us, are either already closed or settled, or sites for which we do not believe we have clean-up responsibility based on current information. 57 The Chemours Company The following graph sets forth the number of remediation sites by site clean-up phase and our environmental remediation liabilities by site clean-up phase as of December 31, 2022 and 2021.

The remaining 104 sites, which are Superfund sites and other sites not owned by us, are either already closed or settled, or sites for which we do not believe we have clean-up responsibility based on current information. 68 The Chemours Company The following graph sets forth the number of remediation sites by site clean-up phase and our environmental remediation liabilities by site clean-up phase as of December 31, 2023 and 2022.

The expected long-term rates of return on plan assets are assumptions and not what is expected to be earned in any one particular year. The weighted-average long-term rates of return on plan assets assumptions used for determining our net periodic pension cost for 2022 was 1%.

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 generated $220 million in cash flows from our investing activities during the year ended December 31, 2021.

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 $284 million in cash flows from our investing activities during the year ended December 31, 2022.

These sites represent approximately 12% of our environmental remediation liabilities at December 31, 2022. Included in the 88 sites are 37 inactive sites for which there has been no known investigation, clean-up, or monitoring activity, and no remediation obligation is imposed or required; as such, no remediation liabilities are recorded.

These sites represent approximately 13% of our environmental remediation liabilities at December 31, 2023. Included in the 87 sites are 37 inactive sites for which there has been no known investigation, clean-up, or monitoring activity, and no remediation obligation is imposed or required; as such, no remediation liabilities are recorded.

For the years ended December 31, 2022, 2021, and 2020, $19 million of gain, $2 million of loss, and $3 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss., respectively.

For the years ended December 31, 2023, 2022 and 2021, $5 million of gain, $19 million of gain and $2 million of loss was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

For the years ended December 31, 2022, 2021 and 2020, gain of $5 million, loss of $2 million and loss of less than $1 million were reclassified to interest expense, net from accumulated other comprehensive loss, respectively. Concentration of Credit Risk Our sales are not materially dependent on any single customer.

For the years ended December 31, 2023, 2022 and 2021, $4 million of gain, $5 million of gain and $2 million of loss were reclassified to interest expense, net from accumulated other comprehensive loss, respectively. Concentration of Credit Risk Our sales are not materially dependent on any single customer.

We recognized a net gain of $2 million, a net loss of $15 million, and a net gain of $29 million for the years ended December 31, 2022, 2021 and 2020, respectively, within other income (expense), net related to our non-designated foreign currency forward contracts.

We recognized a net loss of $7 million, a net gain of $2 million and a net loss of $15 million for the years ended December 31, 2023, 2022 and 2021, respectively, within other income, net related to our non-designated foreign currency forward contracts.

In 1949, fluoropolymer manufacturing began, and in 1959, Delrin production was started. Landfill operations occurred from the 1960’s through the early 2000’s when all three were closed according to WV DEP approved closure plans. Through 2014, EID used PFOA as a processing aid to manufacture some fluoropolymer resins at Washington Works.

In 1949, fluoropolymer manufacturing began, and in 1959, polyoxymethylene production was started. Landfill operations occurred from the 1960’s through the early 2000’s when all three were closed according to WV DEP approved closure plans. Beginning in 2014, EID no longer used PFOA as a polymerization aid to manufacture some fluoropolymer resins at Washington Works.

The lower cash dividends paid in 2022, when compared to prior year, was due to the decrease in our outstanding common stock following the share repurchases completed throughout the year. 48 The Chemours Company Current Assets The following table sets forth the components of our current assets at December 31, 2022 and 2021.

The lower cash dividends paid in 2023, when compared to prior year, were due to the decrease in our outstanding common stock following the share repurchases completed throughout the year. 59 The Chemours Company Current Assets The following table sets forth the components of our current assets at December 31, 2023 and 2022.

Our financing cash outflows were primarily attributable to our capital allocation activities, resulting in $495 million in purchases of our issued and outstanding common stock under our 2022 Share Repurchase Program and our 2018 Share Repurchase Program, $154 million of cash dividends, $68 million in debt repayments including open market repurchases, partially offset by $51 million of cash received from stock option exercises.

Our financing cash outflows were primarily attributable to our capital allocation activities, resulting in $495 million in purchases of our issued and outstanding common stock under our 2022 Share Repurchase Program and our 2018 Share Repurchase Program, $154 million of cash dividends, $68 million in debt repayments including open market repurchases, and $1 million of net payments in connection with one of our supplier financing programs, partially offset by $51 million of cash received from stock option exercises.

These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2022, we had 9 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $180 million, the fair value of which amounted to negative $1 million.

These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2023, we had 12 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $252 million, the fair value of which amounted to less than negative $1 million.

The facility encompasses approximately 2,200 acres, which were purchased by EID in 1970, and are bounded to the east by the Cape Fear River and to the west by North Carolina Highway 87. Currently, the Company manufactures fluorinated monomers, fluorinated vinyl ethers, Nafion TM membranes and dispersions, and fluoropolymer processing aids at the site.

The facility encompasses approximately 2,200 acres, which were purchased by EID in 1970, and are bounded to the east by the Cape Fear River and to the west by North Carolina Highway 87. Currently, we manufacture fluorinated monomers, fluorinated vinyl ethers, Nafion TM membranes and dispersions, and polymerization aids at the site.

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 $155 million per year, and, on February 6, 2023, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2023.

Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced quarterly dividends of $0.25 per share, amounting to approximately $150 million per year, and, on February 13, 2024, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2024.

Our estimated liability for environmental remediation covered 211 sites at December 31, 2022 and 2021. The following table sets forth our environmental remediation liabilities by site category.

Our estimated liability for environmental remediation covered 212 sites at December 31, 2023 and 2022. The following table sets forth our environmental remediation liabilities by site category.

At December 31, 2022 and 2021, our consolidated balance sheets include environmental remediation liabilities of $668 million and $562 million, respectively, relating to these matters, which, as discussed in further detail below, include $465 million and $359 million, respectively, for Fayetteville. 56 The Chemours Company The following table sets forth the activities related to our environmental remediation liabilities for the years ended December 31, 2022 and 2021.

At December 31, 2023 and 2022, our consolidated balance sheets include environmental remediation liabilities of $590 million and $668 million, respectively, relating to these matters, which, as discussed in further detail below, include $383 million and $465 million, respectively, for Fayetteville. 67 The Chemours Company The following table sets forth the activities related to our environmental remediation liabilities for the years ended December 31, 2023 and 2022.

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.

December 31, (Dollars in millions) 2022 2021 Balance at January 1, $ 562 $ 390 Increase in remediation accrual 269 269 Remediation payments (1) (159 ) (97 ) Divestitures (4 ) — Balance at December 31, $ 668 $ 562 (1) Remediation payments do not include Qualified Spend that we have been reimbursed for by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU.

December 31, (Dollars in millions) 2023 2022 Balance at January 1, $ 668 $ 562 Increase in remediation accruals 66 269 Remediation payments (1) (144 ) (159 ) Divestitures — (4 ) Balance at December 31, $ 590 $ 668 (1) Remediation payments do not include Qualified Spend that we have been reimbursed for by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU.

Change in segment net sales from prior period Year Ended December 31, 2022 Price 28 % Volume 8 % Currency (2 )% Portfolio — % Total change in segment net sales 34 % Segment Net Sales Our Thermal & Specialized Solutions segment’s net sales increased by $423 million (or 34%) to $1.7 billion for the year ended December 31, 2022, compared with segment net sales of $1.3 billion for the same period in 2021.

Change in segment net sales from prior period Year Ended December 31, 2023 Price 2 % Volume 6 % Currency — % Portfolio — % Total change in segment net sales 8 % Segment Net Sales Our Thermal & Specialized Solutions segment’s net sales increased by $139 million (or 8%) to $1.8 billion for the year ended December 31, 2023, compared with segment net sales of $1.7 billion for the same period in 2022.

Year Ended December 31, (Dollars in millions) 2022 2021 Segment net sales $ 1,680 $ 1,257 Adjusted EBITDA 603 401 Adjusted EBITDA margin 36 % 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, 2022.

Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 1,819 $ 1,680 Adjusted EBITDA 685 603 Adjusted EBITDA margin 38 % 36 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the year ended December 31, 2023.

Year Ended December 31, (Dollars in millions) 2022 2021 Segment net sales $ 1,618 $ 1,397 Adjusted EBITDA 367 284 Adjusted EBITDA margin 23 % 20 % 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, 2022.

Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 1,443 $ 1,618 Adjusted EBITDA 273 367 Adjusted EBITDA margin 19 % 23 % 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, 2023.

Significant Environmental Remediation Sites While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2022 and 2021, the following table sets forth the liabilities of the five sites that are deemed the most significant and together with the aggregate liabilities of the 67 other sites represent the 72 sites with environmental remediation.

Significant Environmental Remediation Sites While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2023 and 2022, the following table sets forth the liabilities of the five sites that are deemed the most significant, together with the aggregate liabilities for all other sites.

Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $307 million, partially offset by cash proceeds of $17 million related to the Beaumont Transaction and $16 million related to the Pascagoula Transaction during the year ended December 31, 2022.

The drivers of these changes for each of our reportable segments are discussed further under the “Segment Reviews” section within this MD&A. 38 The Chemours Company Cost of Goods Sold Our cost of goods sold (“COGS”) increased by $214 million (or 4%) to $5.2 billion for the year ended December 31, 2022, compared with COGS of $5 billion for the same period in 2021.

The drivers of these changes for each of our reportable segments are discussed further under the “Segment Reviews” section within this MD&A. 46 The Chemours Company Cost of Goods Sold Our cost of goods sold (“COGS”) decreased by $457 million (or 9%) to $4.7 billion for the year ended December 31, 2023, compared with COGS of $5.2 billion for the same period in 2022.

Restructuring, Asset-related, and Other Charges Our restructuring, asset-related, and other charges increased by $10 million (or over 100%) to $16 million for the year ended December 31, 2022, compared with $6 million for the same period in 2021.

Restructuring, Asset-related, and Other Charges Our restructuring, asset-related, and other charges increased by $137 million (or over 100%) to $153 million for the year ended December 31, 2023, compared with $16 million for the same period in 2022.

The decrease in our other income, net for the year ended December 31, 2022 was primarily attributable to a net pre-tax gain on sale of $112 million associated with the sale of the Mining Solutions business in 2021, compared to net pre-tax gain on sale recorded in 2022 of $5 million and $18 million associated with the sale of our land related to the Beaumont former operating site (the “Beaumont Transaction”) and the stock sale of certain of our wholly-owned subsidiaries and the remaining assets at our former Aniline business facilities in Pascagoula, Mississippi (the “Pascagoula Transaction”), respectively.

The increase in our other income, net for the year ended December 31, 2023 was primarily attributable to a net pre-tax gain on sale of $106 million associated with the sale of the Glycolic Acid business in 2023, compared to net pre-tax gain on sale recorded in 2022 of $21 million, consisting of $5 million and $18 million associated with the sale of our land related to the Beaumont former operating site (the “Beaumont Transaction”) and the stock sale of certain of our wholly-owned subsidiaries and the remaining assets at our former Aniline business facilities in Pascagoula, Mississippi (the “Pascagoula Transaction”), respectively.

Change in segment net sales from prior period Year Ended December 31, 2022 Price 18 % Volume 2 % Currency (4 )% Portfolio — % Total change in segment net sales 16 % Segment Net Sales Our Advanced Performance Materials segment’s net sales increased by $221 million (or 16%) to $1.6 billion for the year ended December 31, 2022, compared with segment net sales of $1.4 billion for the same period in 2021.

Change in segment net sales from prior period Year Ended December 31, 2023 Price 6 % Volume (16 )% Currency (1 )% Portfolio — % Total change in segment net sales (11 )% Segment Net Sales Our Advanced Performance Materials segment’s net sales decreased by $175 million (or 11%) to $1.4 billion for the year ended December 31, 2023, compared with segment net sales of $1.6 billion for the same period in 2022.

Year Ended December 31, (Dollars in millions) 2022 2021 Segment net sales $ 3,380 $ 3,355 Adjusted EBITDA 601 799 Adjusted EBITDA margin 18 % 24 % 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, 2022.

Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 2,680 $ 3,380 Adjusted EBITDA 290 601 Adjusted EBITDA margin 11 % 18 % 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, 2023.

We also provide regular sampling and GAC change outs activities as per OC requirements. Accruals related to this matter were $15 million and $14 million as of December 31, 2022 and 2021, respectively, and were included in Accrued Litigation liability in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

We also provide regular sampling and GAC change outs activities as per OC requirements. Accruals related to this matter were $16 million and $15 million as of December 31, 2023 and 2022, respectively, and were included in Accrued Litigation liability (see additional discussions under "Leach Settlement" in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements).

Investing Activities We used $284 million in cash flows from our investing activities during the year ended December 31, 2022.

Investing Activities We used $229 million in cash flows from our investing activities during the year ended December 31, 2023.

These valuation models incorporated a number of assumptions and judgments surrounding general market and economic conditions, short- and long-term revenue growth rates, gross margins, and prospective financial information surrounding future cash flows of the reporting units.

These accruals are adjusted periodically as remediation efforts progress and as additional technology, regulatory, and legal information become available. Environmental liabilities and expenditures include claims for matters that are liabilities of EID and its subsidiaries, which we may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation.

These liabilities are adjusted periodically as remediation efforts progress and as additional technology, regulatory, and legal information become available. Environmental liabilities and expenditures include claims for matters that are liabilities of EID and its subsidiaries, which we may be required to indemnify pursuant to the Separation-related agreements. These accrued liabilities are undiscounted and do not include claims against third parties.

At December 31, 2022, our consolidated balance sheets include $668 million for environmental remediation liabilities, of which $194 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental remediation liabilities of $194 million, $139 million relates to Fayetteville.

At December 31, 2023, our consolidated balance sheets include $590 million for environmental remediation liabilities, of which $129 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental remediation liabilities of $129 million, $76 million relates to Fayetteville.

(Dollars in millions) December 31, 2022 December 31, 2021 Site Category Number of Sites Remediation Accrual Number of Sites Remediation Accrual Chemours-owned 21 $ 589 23 $ 486 Multi-party Superfund/non-owned (1) 88 79 86 76 Closed or settled 102 — 102 — Total sites 211 $ 668 211 $ 562 (1) Sites not owned by Chemours, including sites previously owned by EID or Chemours, where remediation obligations are imposed by environmental remediation laws, such as CERCLA, RCRA, or similar state laws.

(Dollars in millions) December 31, 2023 December 31, 2022 Site Category Number of Sites Remediation Accrual Number of Sites Remediation Accrual Chemours-owned 21 $ 512 21 $ 589 Multi-party Superfund/non-owned (1) 87 78 88 79 Closed or settled 104 — 102 — Total sites 212 $ 590 211 $ 668 (1) Sites not owned by Chemours, including sites previously owned by EID or Chemours, where remediation obligations are imposed by environmental remediation laws, such as CERCLA, RCRA, or similar state laws.

At December 31, 2021, we had 12 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $254 million, the fair value of which amounted to less than negative $1 million.

At December 31, 2022, we had 9 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $180 million, the fair value of which amounted to negative $1 million.

We recognized a pre-tax gain of $53 million, a pre-tax gain of $73 million, and a pre-tax loss of $88 million for the years ended December 31, 2022, 2021 and 2020, respectively, on our net investment hedge within accumulated other comprehensive loss. 67 The Chemours Company Interest Rate Risk We entered into interest rate swaps, to mitigate the volatility in our cash payments for interest due to fluctuations in the London Interbank Offered Rate (“LIBOR”), as is applicable to the portion of our senior secured term loan facility denominated in U.S. dollars.

We recognized a pre-tax loss of $27 million for the year ended December 31, 2023 and pre-tax gains $53 million and $73 million for the years ended December 31, 2022 and 2021, respectively, on our net investment hedge within accumulated other comprehensive loss. 75 The Chemours Company Interest Rate Risk We entered into interest rate swaps, to mitigate the volatility in our cash payments for interest due to fluctuations in the Secured Overnight Financing Rate ("SOFR"), as is applicable to the portion of our senior secured term loan facility denominated in U.S. dollars.

In February 2022, the General Court dismissed the annulment action and we have appealed such decision. 62 The Chemours Company PFAS Refer to our discussion under the heading “PFAS” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements .

In February 2022, the General Court dismissed the annulment action and we have appealed such decision. In November 2023, the EU Court of Justice dismissed our appeal. 73 The Chemours Company PFAS Refer to our discussion under the heading "PFAS" in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements .

At December 31, 2021, we had 175 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $195 million, the fair value of which amounted to $5 million.

At December 31, 2023, we had 176 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $203 million, the fair value of which amounted to negative $2 million.

(5) Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU which is discussed in further detail in "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements .

(3) Qualified spend recovery represents costs and expenses that were previously excluded from the determination of segment Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of the our cost-sharing agreement under the terms of the MOU. Terms of the MOU are discussed in further detail in "Note 22 – Commitments and Contingent Liabilities".

We recognized a pre-tax gain of $17 million, a pre-tax gain of $10 million, and a pre-tax loss of $4 million for the years ended December 31, 2022, 2021 and 2020, respectively, within accumulated other comprehensive loss.

We recognized a pre-tax loss of $2 million for the year ended December 31, 2023, and pre-tax gains of $17 million and $10 million for the years ended December 31, 2022 and 2021, respectively, within accumulated other comprehensive loss.

We recognized a pre-tax gain of $8 million, a pre-tax gain of $2 million and a pre-tax loss of $4 million for the years ended December 31, 2022, 2021 and 2020 within accumulated other comprehensive loss, respectively.

We recognized a pre-tax loss of $6 million for the year ended December 31, 2023 and pre-tax gains of $8 million and $2 million for the years ended December 31, 2022 and 2021 within accumulated other comprehensive loss, respectively.

December 31, (Dollars in millions) 2022 2021 Chambers Works, Deepwater, New Jersey $ 30 $ 27 Fayetteville Works, Fayetteville, North Carolina 465 359 Pompton Lakes, New Jersey 41 42 USS Lead, East Chicago, Indiana 17 24 Washington Works, West Virginia 17 11 All other sites 98 99 Total environmental remediation $ 668 $ 562 The five sites listed above represent 85% and 82% of our total accrued environmental remediation liabilities at December 31, 2022 and 2021, respectively.

December 31, (Dollars in millions) 2023 2022 Chambers Works, Deepwater, New Jersey $ 30 $ 30 Fayetteville Works, Fayetteville, North Carolina 383 465 Pompton Lakes, New Jersey 41 41 USS Lead, East Chicago, Indiana 12 17 Washington Works, West Virginia 22 17 All other sites 102 98 Total environmental remediation $ 590 $ 668 The five sites listed above represent 83% and 85% of our total accrued environmental remediation liabilities at December 31, 2023 and 2022, respectively.

The increase in our capital expenditures for the year ended December 31, 2022 was primarily attributable to higher capital investment in Titanium Technologies related to mining operations in Florida, investments in Advanced Performance Materials segment related to growth in performance solutions business, partially offset by decrease in capital expenditures in Other Segment due to the divestiture of the Mining Solutions business. 52 The Chemours Company Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements .

The increase in our capital expenditures for the year ended December 31, 2023 was primarily attributable to higher investments in Advanced Performance Materials segment related to PFA capacity increase and Nafion expansion and Thermal & Specialized Solutions related to Opteon capacity expansion, partially offset by a decrease in capital expenditures in Titanium Technologies due to the completion of capital investments related to mining operations in 2022. 63 The Chemours Company Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements .

Selling, General, and Administrative Expense Our selling, general, and administrative (“SG&A”) expense increased by $118 million (or 20%) to $710 million for the year ended December 31, 2022, compared with SG&A expense of $592 million for the same period in 2021.

Selling, General, and Administrative Expense Our selling, general, and administrative (“SG&A”) expense increased by $580 million (or 82%) to $1.3 billion for the year ended December 31, 2023, compared with SG&A expense of $710 million for the same period in 2022.

Year Ended December 31, (Dollars in millions) 2022 2021 Titanium Technologies $ 149 $ 104 Thermal & Specialized Solutions 30 26 Advanced Performance Materials 115 103 Other Segment 6 39 Corporate and Other 7 5 Total purchases of property, plant, and equipment $ 307 $ 277 Our capital expenditures increased by $30 million (or 11%) to $307 million for the year ended December 31, 2022, compared with capital expenditures of $277 million for the same period in 2021.

Year Ended December 31, (Dollars in millions) 2023 2022 Titanium Technologies $ 83 $ 149 Thermal & Specialized Solutions 75 30 Advanced Performance Materials 193 115 Other Segment 7 6 Corporate 12 7 Total purchases of property, plant, and equipment $ 370 $ 307 Our capital expenditures increased by $63 million (or 21%) to $370 million for the year ended December 31, 2023, compared with capital expenditures of $307 million for the same period in 2022.

Our interest obligations under our Senior Secured Credit Facilities may be paid monthly or quarterly, and our interest obligations in connection with the Notes are paid semi-annually in arrears on May 15 and November 15 of each year.

For additional detail, refer to “Note 20 – Debt” to the Consolidated Financial Statements . Our interest obligations under our Senior Secured Credit Facilities may be paid monthly or quarterly, and our interest obligations in connection with the Notes are paid semi-annually in arrears on May 15 and November 15 of each year.

Year Ended December 31, (Dollars in millions, except per share amounts) 2022 2021 Net sales $ 6,794 $ 6,345 Cost of goods sold 5,178 4,964 Gross profit 1,616 1,381 Selling, general, and administrative expense 710 592 Research and development expense 118 107 Restructuring, asset-related, and other charges 16 6 Total other operating expenses 844 705 Equity in earnings of affiliates 55 43 Interest expense, net (163 ) (185 ) Gain (loss) on extinguishment of debt 7 (21 ) Other income, net 70 163 Income before income taxes 741 676 Provision for income taxes 163 68 Net income 578 608 Net income attributable to Chemours $ 578 $ 608 Per share data Basic earnings per share of common stock $ 3.72 $ 3.69 Diluted earnings per share of common stock 3.65 3.60 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, 2022.

Year Ended December 31, (Dollars in millions, except per share amounts) 2023 2022 Net sales $ 6,027 $ 6,794 Cost of goods sold 4,721 5,178 Gross profit 1,306 1,616 Selling, general, and administrative expense 1,290 710 Research and development expense 108 118 Restructuring, asset-related, and other charges 153 16 Total other operating expenses 1,551 844 Equity in earnings of affiliates 45 55 Interest expense, net (208 ) (163 ) (Loss) gain on extinguishment of debt (1 ) 7 Other income, net 91 70 (Loss) income before income taxes (318 ) 741 (Benefit from) provision for before income taxes (81 ) 163 Net (loss) income (237 ) 578 Less: Net income attributable to non-controlling interests 1 — Net (loss) income attributable to Chemours $ (238 ) $ 578 Per share data Basic (loss) earnings per share of common stock $ (1.60 ) $ 3.72 Diluted (loss) earnings per share of common stock (1.60 ) 3.65 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, 2023.

December 31, (Dollars in millions) 2022 2021 Assets Current assets (1,2,3) $ 1,553 $ 1,554 Long-term assets (4) 3,485 3,720 Liabilities Current liabilities (2) $ 1,554 $ 1,504 Long-term liabilities 4,528 4,497 (1) Current assets includes $514 million and $525 million of cash and cash equivalents at December 31, 2022 and 2021, respectively.

December 31, (Dollars in millions) 2023 2022 Assets Current assets (1,2,3) $ 2,013 $ 1,553 Long-term assets (4) 3,302 3,485 Liabilities Current liabilities (2) $ 2,121 $ 1,554 Long-term liabilities 4,931 4,528 (1) Current assets includes $395 million and $514 million of cash and cash equivalents at December 31, 2023 and 2022, respectively.

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Top changes in Chemours Co's 2023 10-K

Item 1. Business

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other CC 10-K year-over-year comparisons