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What changed in Chemours Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Chemours Co's 2024 and 2025 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 2025 report.

+582 added−556 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-18)

Top changes in Chemours Co's 2025 10-K

582 paragraphs added · 556 removed · 419 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

189 edited+81 added−65 removed268 unchanged
Biggest changeIn addition, the obligations of EID to indemnify us and/or the obligation of the DuPont Indemnitees to share costs for certain liabilities may not be sufficient to fund us against the full amount of the applicable liabilities for which it will be allocated responsibility, and EID and/or the DuPont Indemnitees may not be able to satisfy their obligations in the future; • In connection with our Separation, we were required to enter into numerous Separation-related and commercial agreements with our former parent company, EID, which may not reflect optimal or commercially beneficial terms to us; • If the distribution, in connection with the Separation, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax and indemnification liability and stockholders receiving our common stock in the distribution could be subject to significant tax liability; • As a result of the Audit Committee Internal Review that commenced in 2024, we may be exposed to civil or criminal litigation from investors and/or regulatory entities, which may adversely affect our reputation, results of operations, financial condition, and cash flows; and, • Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact our reputation and results of operations, financial condition and cash flows.
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, or our ability to place our products on the market, 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 enter into numerous Separation-related and commercial agreements with our former parent company, EID, which may not reflect optimal or commercially beneficial terms to us; • If the distribution, in connection with the Separation, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax and indemnification liability and stockholders receiving our common stock in the distribution could be subject to significant tax liability; • As a result of the audit committee internal review that commenced in 2024, we may be exposed to civil or criminal litigation from investors and/or regulatory entities, and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows; • Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations, financial condition, and cash flows; and, • The current geopolitical environment has led to rapidly changing economic sanctions issued by the United States against individuals, entities and countries and resulted in countermeasures imposed by other jurisdictions.
Risks Related to Our Operations Our ability to make future strategic decisions regarding our manufacturing operations are subject to regulatory, environmental, political, legal, and economic risks, and to a certain extent may be subject to consents or cooperation from EID under the agreements entered into between us and EID as part of the Separation.
Risks Related to Our Operations Our ability to make future strategic decisions regarding our manufacturing operations are subject to regulatory, environmental, political, legal, and economic risks, and to a certain extent may be subject to consents or cooperation from EID under the agreements entered into between us and EID as part of the Separation.
The nature of our business dictates that we maintain significant concentrations of physical assets, many of which are large users of water, in geographic locations which may be vulnerable to the impacts of climate change, including weather or geological events or natural disasters, such as, but not limited to, hurricanes, earthquakes, flood, prolonged droughts or wild fires (whether as a result of climate change or otherwise), significant changes in storm patterns and intensities, water shortages, increasing atmospheric and water temperatures, and rising sea levels.
The nature of our business dictates that we maintain significant concentrations of physical assets, many of which are large users of water, in geographic locations that may be vulnerable to the impacts of climate change, including weather or geological events or natural disasters, such as, but not limited to, hurricanes, earthquakes, flood, prolonged droughts or wild fires (whether as a result of climate change or otherwise), significant changes in storm patterns and intensities, water shortages, increasing atmospheric and water temperatures, and rising sea levels.
Moreover, in the event of a default of our debt service obligations, if not cured or waived, the holders of the applicable indebtedness, including holders of our outstanding notes and the Senior Secured Credit Facilities, could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest.
Moreover, in the event of a default of our debt service obligations, if not cured or waived, the holders of the applicable indebtedness, including holders of our outstanding notes and the Senior Secured Credit Facilities, could elect to declare all the borrowed funds outstanding to be due and payable, together with accrued and unpaid interest.
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.
Our assets or cash flows may not be sufficient to fully repay outstanding borrowings under our 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.
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.
Employee Attraction and Retention We believe that our workplace culture, as reinforced by our commitment to 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.
If we are found to be in violation of these laws, regulations, or enforcements, which may be subject to change based on legislative, scientific, or other factors, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, reputational harm, loss of sales or market access, or experience interruptions in our operations.
If we are found to be in violation of these laws or regulations, which may be subject to change based on legislative, scientific, or other factors, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, reputational harm, loss of sales or market access, or experience interruptions in our operations.
Effective January 1, 2023, E.I. du Pont de Nemours changed its name to EIDP, Inc. Segments In our Thermal & Specialized Solutions segment, we are a leading, global provider of refrigerants, thermal management solutions, propellants, foam blowing agents, and specialty solvents.
Effective January 1, 2023, E.I. du Pont de Nemours and Company changed its name to EIDP, Inc. Segments In our Thermal & Specialized Solutions segment, we are a leading, global provider of refrigerants, thermal management solutions, propellants, foam blowing agents, and specialty solvents.
The segment's diversified portfolio includes various specialty product solutions, membranes, industrial resins, and coatings. These product offerings position the business to serve a broad range of markets, including consumer electronics, semiconductors, digital communications, transportation, energy, oil and gas, and medical, among others.
The segment's diversified portfolio includes various specialty product solutions, membranes, industrial resins, and coatings. These product offerings position the business to serve a broad range of markets, including consumer electronics, semiconductors, digital communications, transportation, energy, oil and gas, defense, and medical, among others.
Our performance solutions portfolio includes differentiated offerings such as those that are critical to many emerging technology areas, including hydrogen production and fuel cells, emerging battery technologies, advanced semi-conductor infrastructure, 5G data delivery, and connected electronic devices.
Our performance solutions portfolio includes differentiated offerings such as those that are critical to many emerging technology areas, including hydrogen production and fuel cells, emerging battery technologies, advanced semi-conductor infrastructure, 5G data delivery, data centers, and connected electronic devices.
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 Thermal & Specialized Solutions segment serves approximately 900 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 Thermal & Specialized Solutions segment serves approximately 800 customers and distributors globally, and, in many instances, these commercial relationships have been in place for decades.
Co-products of our mining operations, which comprised less than 5% of our total net sales in Titanium Technologies during 2024, include zircon (zirconium silicate), staurolite minerals, and monazite. 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 2025, include zircon (zirconium silicate), staurolite minerals, and monazite. 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.
However, under the terms of the tax matters agreement, we are also generally responsible for any taxes imposed on EID that arise from the failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (“IRC”) or the failure of such related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events, or transactions relating to our or our affiliates’ stock, assets, or business, or any breach of our or our affiliates’ representations, covenants, or obligations under the tax matters agreement (or any other agreement we enter into in connection with the Separation and distribution), the materials submitted to the U.S.
However, under the terms of the tax matters agreement, we are also generally responsible 22 The Chemours Company for any taxes imposed on EID that arise from the failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (“IRC”) or the failure of such related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events, or transactions relating to our or our affiliates’ stock, assets, or business, or any breach of our or our affiliates’ representations, covenants, or obligations under the tax matters agreement (or any other agreement we enter into in connection with the Separation and distribution), the materials submitted to the U.S.
Our R&D efforts focus on improving production processes to further improve our cost position, developing TiO 2 pigment grades that help our customers achieve optimal cost and product performance to enhance total end-user value and meeting our sustainability goals. We sell over 20 different grades of TiO 2 pigment, with each grade tailored for targeted applications.
Our R&D efforts focus on improving production processes to further improve our cost position, developing TiO 2 pigment grades that help our customers achieve optimal cost and product performance to enhance total end-user value and meeting our sustainability goals. We sell approximately 20 different grades of TiO 2 pigment, with each grade tailored for targeted applications.
Such laws include, but are not limited to: • U.S.-based regulations, such as the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”, often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”) and similar state and global laws for management and remediation of hazardous materials, the Clean Air Act (“CAA”) and Clean Water Act (“CWA”) and similar state and global laws for the protection of air and water resources, and the Toxic Substances Control Act (“TSCA”); • Foreign-based chemical control regulations, such as the Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) in the EU, the Chemical Substances Control Law (“CSCL”) in Japan, MEP Order No. 7 in China, and the Toxic Chemical Substance Control Act (“TCSCA”) in Taiwan for the production and distribution of chemicals in commerce and reporting of potential adverse effects; • The EU Emissions Trading System and similar local and global laws for regulating GHG emissions; and, • Numerous local, state, federal, and foreign laws, regulations, and enforcements governing materials transport and packaging.
Such laws include, but are not limited to: • U.S.-based regulations, such as the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”, often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”) and similar state and global laws for management and remediation of hazardous materials, the Clean Air Act (“CAA”) and Clean Water Act (“CWA”) and similar state and global laws for the protection of air and water resources, and the Toxic Substances Control Act (“TSCA”); • Foreign-based chemical control regulations, such as the Registration, Evaluation, Authorization, and Restriction of Chemicals (“REACH”) in the EU, the Chemical Substances Control Law (“CSCL”) in Japan, MEE Order No. 12 in China, and the Toxic Chemical Substance Control Act (“TCSCA”) in Taiwan for the production and distribution of chemicals in commerce and reporting of potential adverse effects; • The EU Emissions Trading System and similar local and global laws for regulating GHG emissions; and, • Numerous local, state, federal, and foreign laws, regulations, and enforcements governing materials transport and packaging.
We operate 28 major production facilities located in eight countries and serve approximately 2,500 customers across a wide range of end-markets in approximately 110 countries. Many of our commercial and industrial relationships span decades. Our customer base includes a diverse set of companies, many of which are leaders in their respective industries.
We operate 28 major production facilities located in eight countries and serve approximately 2,400 customers across a wide range of end-markets in approximately 110 countries. Many of our commercial and industrial relationships span decades. Our customer base includes a diverse set of companies, many of which are leaders in their respective industries.
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 global warming potential ("GWP") and near-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 near-zero ozone-depletion footprint.
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.
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, security incidents and data breaches.
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.
Our operations, products 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 19 The Chemours Company 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.
The level of our indebtedness could have other important consequences on our business, including: • making it more difficult for us to satisfy our obligations with respect to indebtedness; • increasing our vulnerability to adverse changes in general economic, industry, and competitive conditions; • requiring us to dedicate a significant portion of our cash flows from operations to make principal and interest payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restricting us from capitalizing on business opportunities; • placing us at a competitive disadvantage compared to our competitors that have less debt; • limiting our ability to borrow additional funds for working capital, acquisitions, debt service requirements, execution of our business strategy, or other general corporate purposes; • requiring us to provide additional credit support, such as letters of credit or other financial guarantees, to our customers, suppliers, or regulators, thereby limiting our availability of funds under our Revolving Credit Facility; • limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; and, • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors that have less debt.
The level of our indebtedness could have other important consequences on our business, including: • making it more difficult for us to satisfy our obligations with respect to indebtedness; • increasing our vulnerability to adverse changes in general economic, industry, and competitive conditions; • requiring us to dedicate a significant portion of our cash flows from operations to make principal and interest payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • limiting our flexibility in refinancing and increasing our financing costs in connection with any refinancing of existing indebtedness; • restricting us from capitalizing on business opportunities; • placing us at a competitive disadvantage compared to our competitors that have less debt; • limiting our ability to borrow additional funds for working capital, acquisitions, debt service requirements, execution of our business strategy, or other general corporate purposes; • requiring us to provide additional credit support, such as letters of credit or other financial guarantees, to our customers, suppliers, or regulators, thereby limiting our availability of funds under our Revolving Credit Facility; • limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; and, • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors that have less debt.
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. 27 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.
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.
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.
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 obligations arising from resolution of legal or other contingencies, 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.
A stockholder’s percentage ownership in our common stock may be diluted because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers, and employees.
A stockholder’s percentage ownership in our common stock may be diluted because of equity issuances for acquisitions, capital market transactions, refinancing activities or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers, and employees.
Developed markets serve as the predominant consumers of fluorochemicals, with global middle-class growth and rising demands for automobiles, refrigeration, and air conditioning acting as pivotal drivers for increased demand across various fluorochemical applications. Raw Materials The primary raw materials required to support the Thermal & Specialized Solutions segment are fluorspar, sulfur, ethylene, chlorinated organics, chlorine, and hydrogen fluoride.
Developed markets serve as the predominant consumers of fluorochemicals, with global middle-class growth and rising demands for automobiles, refrigeration, and air conditioning acting as pivotal drivers for increased demand across various fluorochemical applications. 6 The Chemours Company Raw Materials The primary raw materials required to support the Thermal & Specialized Solutions segment are fluorspar, sulfur, ethylene, chlorinated organics, chlorine, and hydrogen fluoride.
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 1,000 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 900 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades.
The businesses in which we compete are highly competitive. If our intellectual property were compromised or copied by competitors, or if our competitors were to develop similar or superior intellectual property or technology, our results of operations could be negatively affected. Each of the businesses in which we operate is highly competitive.
If our intellectual property were compromised or copied by competitors, or if our competitors were to develop similar or superior intellectual property or technology, our results of operations could be negatively affected. Each of the businesses in which we operate is highly competitive.
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.
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; • changes in our credit ratings or our ability to access financing on acceptable terms; • 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.
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. 34 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.
In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO-DA and PFBS . The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date.
In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date.
Our mines provide us with 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.
Our mines provide us with 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 business and operating results may in the future be adversely affected by global and regional economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates, and other challenges, such as tariffs on international trade, border adjustments for certain products, strikes or labor disruptions, and a changing financial regulatory environment that could affect the global economy.
Our business and operating results have in the past, and may in the future, be adversely affected by global and regional economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates, and other challenges, such as tariffs on international trade, border adjustments for certain products, economic sanctions or embargoes, strikes or labor disruptions, and a changing financial regulatory environment that could affect the global economy.
We diversify our sourcing through multiple geographic regions and suppliers to ensure a diversified and cost competitive supply. 6 The Chemours Company Sales, Marketing, and Distribution With approximately 90 years of innovation and development in fluorine science, our technical, marketing, and sales teams around the world have deep expertise in our products and their end-uses.
We diversify our sourcing through multiple geographic regions and suppliers to ensure a diversified and cost competitive supply. Sales, Marketing, and Distribution With approximately 90 years of innovation and development in fluorine science, our technical, marketing, and sales teams around the world have deep expertise in our products and their end-uses.
Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, results of operations, financial condition, and cash flows. 34 The Chemours Company General Risk Factors Our stock price could become more volatile and investments could lose value.
Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, results of operations, financial condition, and cash flows. General Risk Factors Our stock price could become more volatile and investments could lose value.
The products manufactured on this global capacity base are not fully substitutable due to pigment quality consistency and pigment product design. As future customer demand grows, we have the ability to incrementally increase our production capacity by approximately 15% through technology-enabled de-bottlenecking processes.
The products manufactured on this global capacity base are not fully substitutable due to pigment quality consistency and pigment product design. As future customer demand grows, we have the ability to incrementally increase our production capacity through technology-enabled de-bottlenecking processes.
Teflon™ coatings, resins, additives, and films serve as the key underpinning for a variety of industrial and commercial applications, including semiconductor infrastructure. Viton™ fluoroelastomers are used in automotive, consumer electronics, chemical processing, oil and gas, petroleum refining and transportation, and aircraft and aerospace applications.
Teflon™ coatings, resins, additives, and films serve as the key underpinning for a variety of industrial and commercial applications, including semiconductor infrastructure, defense, and data centers. Viton™ fluoroelastomers are used in automotive, consumer electronics, chemical processing, oil and gas, petroleum refining and transportation, and aircraft and aerospace applications.
Our fluoropolymer technology supports growing market demand for clean hydrogen generation using water electrolyzers, energy storage in flow batteries, and hydrogen conversion to power fuel cell vehicles.
Our fluoropolymer technology also supports market demand for clean hydrogen generation using water electrolyzers, energy storage in flow batteries, and hydrogen conversion to power fuel cell vehicles.
The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO-DA at 10ppt.
The proposed PFAS NPDWR was subject to public comment through May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO Dimer Acid at 10ppt.
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.
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. 36 The Chemours Company A stockholder’s percentage of ownership in us may be diluted in the future.
As of December 31, 2024, we had approximately $1.5 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates, which resulted in interest expense of $127 million. Refer to “Note 26 – Financial Instruments” to the Consolidated Financial Statements for further details regarding our interest rate swaps designated as a cash flow hedge.
As of December 31, 2025, we had approximately $1.5 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates, which resulted in interest expense of $104 million. Refer to “Note 26 – Financial Instruments” to the Consolidated Financial Statements for further details regarding our interest rate swaps designated as a cash flow hedge.
In July 2024, the Third Circuit dismissed the Company’s petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.
In July 2024, the Third Circuit dismissed our petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.
Our current level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness.
Our current level of indebtedness and the maturities of our indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness.
We are also subject to requests for information, including those described below under “ As a result of the Audit Committee Internal Review, we may be exposed to litigation from investors and/or regulatory entities, which may adversely affect our reputation, results of operations, financial condition, and cash flows. ” An adverse outcome in any one or more of these matters could be material to our financial results, liquidity, and/or stock price, and could adversely impact the value of any of our brands that are associated with any such matters.
We are also subject to requests for information, including those described below under “ As a result of the audit committee internal review in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows." An adverse outcome in any one or more of these matters could be material to our financial results, liquidity, and/or stock price, and could adversely impact the value of any of our brands that are associated with any such matters.
We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets, customer behaviors and demands, competitive environments, and laws, regulations, or enforcements.
We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets, customer behaviors and demands, competitive environments, and laws or regulations (including enforcement thereof).
Such global and regional economic and political conditions may be further affected by physical risks that stem from a number of root causes, including natural disasters, climate change, and/or travel-based restrictions that may be driven by geo-political activities, military actions, terrorism, and the spread of pandemics, such as the COVID-19 pandemic.
Such global and regional economic and political conditions may be further affected by physical risks that stem from a number of root causes, including natural disasters, climate change, and/or travel-based restrictions that may be driven by geo-political activities, military actions, terrorism, and the spread of pandemics.
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.
Today, our Opteon TM -branded portfolio of products is used in a broad range of applications, including automotive, air conditioning for residential and commercial spaces, including data centers, 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.
In 2024, we announced that the PCC Group plans to build and operate a chlor-alkali facility on the grounds of our TiO 2 plant in DeLisle, Mississippi and that the PCC Group and Chemours have entered into a chlorine supply agreement which is subject to certain customary conditions precedent.
In 2024, we announced that the PCC Group planned to build and operate a chlor-alkali facility on the grounds of our TiO 2 plant in DeLisle, Mississippi and that the PCC Group and Chemours entered into a chlorine supply agreement which is subject to certain conditions precedent.
In the longer-term, we expect global TiO 2 pigment demand to continue its historical correlation with global GDP growth rates. We estimate that the worldwide demand for TiO 2 pigment in 2024 was approximately 7.3 million metric tons. Worldwide nameplate capacity in 2024 was estimated to be approximately 9.9 million metric tons.
In the longer-term, we expect global TiO 2 pigment demand to continue its historical correlation with global GDP growth rates. We estimate that the worldwide demand for TiO 2 pigment in 2025 was approximately 7.3 million metric tons. Worldwide nameplate capacity in 2025 was estimated to be approximately 10 million metric tons.
Notwithstanding our current level of indebtedness, we may incur significant additional indebtedness and related interest expense in the future, including additional secured indebtedness (including the $900 million maximum capacity under the Revolving Credit Facility) that would be effectively senior to our outstanding notes.
Notwithstanding our current level of indebtedness, we may incur significant additional indebtedness and related interest expense in the future, including additional secured indebtedness (including the $1 billion maximum capacity under the Revolving Credit Facility) that would be effectively senior to our outstanding notes.
Failure to effectively prevent, detect, and recover from security breaches, including attacks on information technology and infrastructure by hackers, viruses, breaches due to employee error or other actions, or other disruptions, could result in misuse of our assets, business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales, and interference with regulatory compliance.
Failure to effectively prevent, detect, and recover from security incidents or data breaches, including attacks on information technology and infrastructure by hackers, viruses, breaches, or other disruptions, could result in misuse of our assets, business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales, and interference with regulatory compliance.
No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2024.
No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2025.
No single Advanced Performance Materials customer represented more than 10% of the segment’s net sales in 2024.
No single Advanced Performance Materials customer represented more than 10% of the segment’s net sales in 2025.
Further, if we are unable to effectively plan for the succession of our senior management team, our results of operations, financial condition, and cash flows could be adversely affected, as we may be unable to realize our business strategy.
Further, if we are unable to effectively plan for the succession of our senior management team or members of our board of directors, our results of operations, financial condition, and cash flows could be adversely affected, as we may be unable to realize our business strategy.
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, Syensqo, S.A., AGC Inc., and Dongyue Group Co., Ltd.
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., Syensqo, S.A., AGC Inc., Guajarat Fluorochemicals Limited, and Dongyue Group Co., Ltd.
If our intellectual property were compromised or copied by competitors, or if our competitors were to develop similar or superior intellectual property or technology, our results of operations could be negatively affected; • Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant negative impact on our earnings; • Our reported results and financial condition could be adversely affected by currency exchange rates and currency devaluation could impair our competitiveness; • If we are unable to innovate and successfully introduce new products, or new technologies or processes reduce the demand for our products or the price at which we can sell products, our profitability could be adversely affected; • If our long-lived assets, including goodwill, become impaired, we may be required to record significant charges to earnings; • We could be subject to changes in our tax rates and the adoption of tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations, financial condition, and cash flows; • We are subject to continuing contingent tax-related liabilities of EID; • 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; • Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business and adversely affect our stock price; and 17 The Chemours Company • A pandemic, epidemic, or other outbreak of infectious disease may have a material adverse effect on our business operations, results of operations, financial condition, and cash flows.
If our intellectual property were compromised or copied by competitors, or if our competitors were to develop similar or superior intellectual property or technology, our results of operations could be negatively affected; • Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant negative impact on our operating results; • Our reported results and financial condition could be adversely affected by currency exchange rates and currency devaluation could impair our competitiveness; • If our long-lived assets, including goodwill, become impaired, we may be required to record significant charges to earnings; • We could be subject to changes in our tax rates and the adoption of tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations, financial condition, and cash flows; • We are subject to continuing contingent tax-related liabilities of EID; • 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; 17 The Chemours Company • Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business and adversely affect our stock price; and • A pandemic, epidemic, or other outbreak of infectious disease may have a material adverse effect on our business operations, results of operations, financial condition, and cash flows.
However, with growing demand for cleaner and faster technologies, demand for products in the performance solutions portfolio is expected to grow at a rate faster than GDP, driven by global middle-class growth and alignment between our market-driven product technology development process and emerging market technologies, such as 5G, fuel cells and electrolyzers, electronics, communications, and transportation.
However, with growing demand for cleaner and faster technologies, demand for products in the performance solutions portfolio is expected to grow at a rate faster than GDP, driven by global middle-class growth and alignment between our market-driven product technology development process and emerging market technologies, such as data centers, electronics, communications, and transportation.
If further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and our results of operations could be negatively affected.
While we actively monitor changes and adjust our operations accordingly, if further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and our results of operations could be negatively affected.
As a result of the Audit Committee Internal Review that commenced in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities, which may adversely affect our reputation, results of operations, financial condition, and cash flows.
As a result of the audit committee internal review in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows.
Comments were submitted from individuals and organizations during the consultation period in 2023 and the restriction dossier will be reviewed by the ECHA Risk Assessment Committee ("RAC") and Socio-economic Analysis Committees (“SEAC”). RAC and SEAC will focus on the different sectors that are affected and elements of the proposal, and further meetings will be held in 2025.
Comments were submitted from individuals and organizations during the consultation period in 2023 and the restriction dossier is being reviewed by the ECHA Risk Assessment Committee ("RAC") and Socio-economic Analysis Committees (“SEAC”). RAC and SEAC are focusing on the different sectors that are affected and elements of the proposal, and further meetings were held in 2025.
We and certain of our customers and suppliers have experienced business and/or supply chain disruptions, plant downtime, power outages, and other disruptions, caused by, among other things, environmental and natural disaster incidents.
We and certain of our customers and suppliers have experienced business and/or supply chain disruptions, plant downtime, power outages, and other disruptions, caused by events outside of our control, including, among other things, environmental and natural disaster incidents.
Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.
Political tensions as a result of these and other trade measures could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in an adverse effect on global economic conditions and the stability of global financial markets.
See also “ As a result of the Audit Committee Internal Review, we may be exposed to litigation from investors and/or regulatory entities, which may adversely affect our reputation, results of operations, financial condition, and cash flows ” for a discussion of recent requests for information and potential private litigation.
See also “ As a result of the audit committee internal review in 2024, we may be exposed to civil and criminal litigation from investors and/or regulatory entities and significant financial and operational costs, which may adversely affect our reputation, results of operations, financial condition, and cash flows" for a discussion of recent requests for information and potential private litigation.
At December 31, 2024, together with the guarantors, we had approximately $1.5 billion of indebtedness outstanding under our senior secured credit facilities, and a net $640 million of revolving credit facility (“Revolving Credit Facility”) availability after letters of credit, which would be senior secured indebtedness, if drawn (collectively, the “Senior Secured Credit Facilities”).
At December 31, 2025, together with the guarantors, we had approximately $1.5 billion of indebtedness outstanding under our senior secured credit facilities, and a net $955 million of revolving credit facility (“Revolving Credit Facility”) unused commitment after letters of credit, which would be senior secured indebtedness, if drawn (collectively, the “Senior Secured Credit Facilities”).
The impacts of these various restrictions and regulatory measures in the EU as noted above, individually and in the aggregate, could lead to material adverse effects on our results of operations, financial condition, and cash flows. In October 2021, the U.S. Environmental Protection Agency (“EPA”) released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS.
The impacts of these various restrictions and regulatory measures in the EU as noted above, individually and in the aggregate, could lead to material adverse effects on our results of operations, financial condition, and cash flows. 21 The Chemours Company In October 2021, the U.S. EPA released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS.
As part of these efforts, in July 2023, we announced our decision to shut down our TiO 2 manufacturing facility in Kuan Yin, Taiwan. We fully completed the shut down in the fourth quarter of 2023 and completed decommissioning activities in the second quarter of 2024.
As part of these efforts, in July 2023, we announced our decision to shut down our TiO 2 manufacturing facility in Kuan Yin, Taiwan. We fully completed the shutdown in the fourth quarter of 2023 and completed decommissioning activities in the second quarter of 2024. Dismantling and removal activities were completed in the first quarter of 2025.
In 2024, our 10 largest Titanium Technologies customers accounted for approximately 41% of the segment’s net sales, and one Titanium Technologies customer represented over 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 2025, our 10 largest Titanium Technologies customers accounted for over 44% of the segment’s net sales, and one Titanium Technologies customer represented over 20% 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.
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 gas producers. Thermal & Specialized Solutions' historical demand growth has maintained alignment with broader economic trends.
Key competitors for the Thermal & Specialized Solutions segment include Solstice Advanced Materials, Inc., Arkema S.A., Orbia, and Daikin Industries, Ltd, Chinese Fgas producers, and, to a certain extent, other industrial gas producers. Thermal & Specialized Solutions' historical demand growth has maintained alignment with broader economic trends.
These types of disruptions may be caused by, among other things, acts of sabotage, employee error or other actions, geo-political activity, military actions, and terrorism (including cyberterrorism).
These types of disruptions may be caused by, among other things, acts of sabotage, employee and vendor error or other actions, geo-political activity, military actions, cybersecurity incidents, data breaches and terrorism (including cyberterrorism).
As a result of efforts taken under the Titanium Technologies Transformation Plan, we achieved approximately $190 million in cost savings, of which $140 million and $50 million related to 2024 and 2023, respectively.
As a result of efforts taken under the Titanium Technologies Transformation Plan, we achieved cost savings of $50 million related to 2023 and $140 million related to 2024.
Hazards associated with chemical manufacturing, storage, containment, and transportation could adversely affect our results of operations. There are hazards associated with chemical manufacturing and the related storage, containment, and transportation of raw materials, products, and wastes, and the safety of our employees and communities.
There are hazards associated with chemical manufacturing and the related storage, containment, and transportation of raw materials, products, and wastes, and the safety of our employees and communities.
After above-GDP trend TiO 2 demand growth in 2016 and 2017, the TiO 2 pigment market contracted below the GDP trend in 2018 and 2019. In 2020, the TiO 2 pigment market expanded, while global GDP contracted during the novel coronavirus disease (“COVID-19”) pandemic. In 2021, the TiO 2 pigment market again grew at greater-than-global GDP growth rates.
After above-GDP trend TiO 2 demand growth in 2016 and 2017, the TiO 2 pigment market contracted below the GDP trend in 2018 and 2019. In 2020, the TiO 2 pigment market expanded, while global GDP contracted, and in 2021, the TiO 2 pigment market again grew at greater-than-global GDP growth rates.
Driven by the emerging megatrends of climate change, decarbonization, and energy efficiency, together with environmental legislation being enacted across the U.S., Europe, Latin America, and Japan, we commercialized Opteon™ in 2016. In 2023, we announced the initial commercialization of Opteon™ 2P50 which is targeted for the first half of 2026, pending appropriate regulatory approvals.
Driven by the emerging megatrends of climate change, decarbonization, and energy efficiency, together with environmental legislation being enacted across the U.S., Europe, Latin America, and Japan, we commercialized Opteon™ in 2012. In 2023, we announced the initial commercialization of Opteon™ 2P50, pending appropriate regulatory approvals.
While we do not foresee any concerns around our liquidity, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or the financial services industry generally, or concerns about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Although we currently believe we have adequate liquidity, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or the financial services industry generally, or concerns about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Our sales are not materially dependent on any single customer. As of December 31, 2024, no one individual customer represented more than 10% of our consolidated net sales, and one individual customer balance represented approximately 7% of our total outstanding accounts and notes receivables balance. We are a different kind of chemistry company.
Our sales are not materially dependent on any single customer. As of December 31, 2025, no one individual customer represented more than 10% of our consolidated net sales, and one individual customer balance represented approximately 7% of our total outstanding accounts and notes receivables balance.
Our fluoropolymers are critical to delivering high performance over a wide range of harsh operating conditions, enhancing passenger safety, improving emission controls and fuel economy, enabling vehicle electrification and the shift to hydrogen-powered vehicles, and improving the sustainability footprint and performance of hybrid and electric car batteries.
Further, our fluoropolymers are critical to delivering high performance over a wide range of harsh operating conditions, enhancing passenger safety, improving emission controls and fuel economy, enabling vehicle electrification by improving performance of batteries while enabling cost-reductions, and improving the sustainability footprint and performance of hybrid and electric car batteries.
The most critical areas are resolving legacy litigation matters, fulfilling our commitment to responsible manufacturing, and mounting successful advocacy efforts that create awareness and inform regulations and policies globally that recognize the criticality of our chemistries. 4 The Chemours Company Sustainability At Chemours, our approach to Sustainability begins with our vision to deliver Trusted Chemistry that helps people live better lives and communities to thrive.
The most critical areas are resolving legacy litigation matters, fulfilling our commitment to responsible manufacturing, and mounting successful advocacy efforts that create awareness and inform regulations and policies globally that recognize the criticality of our chemistries. 4 The Chemours Company Sustainability At Chemours, our sustainability approach is grounded in our vision to deliver Trusted Chemistry that improves lives and helps communities to thrive and is tightly integrated with our Pathway to Thrive strategy.
General Risk Factors • Our stock price could become more volatile and investments could lose value; • We cannot guarantee the timing or amount of our dividends, if any, and/or our share repurchases, which are subject to a number of uncertainties that may affect the price of our common stock; • A stockholder’s percentage of ownership in us may be diluted in the future; • Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of the common stock; • Our 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; and • We may experience a disruption of our business activities and our business could be adversely affected due to senior management transitions. 18 The Chemours Company Risks Related to Legal Matters, Environmental Sustainability, and Regulations Our results of operations could be adversely affected by litigation and other commitments and contingencies.
General Risk Factors • Our stock price could become more volatile and investments could lose value; • We cannot guarantee the timing or amount of our dividends, if any, and/or our share repurchases, which are subject to a number of uncertainties that may affect the price of our common stock; • A stockholder’s percentage of ownership in us may be diluted in the future; • Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of the common stock; 18 The Chemours Company Risks Related to Legal Matters, Environmental Sustainability, and Regulations Our results of operations could be adversely affected by litigation and other commitments and contingencies.
GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment on October 1 of each year, or more frequently if required.
We have a significant amount of long-lived assets on our consolidated balance sheets. Under U.S. GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment on October 1 of each year, or more frequently if required.
Our full portfolio of premium performance TiO 2 pigment grades provide end-users with benefits beyond opacity, such as brighter colors, increased product durability and lifespan, improved efficiency for direct and downstream customers, and the brilliant whites achievable only through chloride-manufactured pigment. 7 The Chemours Company We have operated a titanium mine in Starke, Florida since 1949.
Our full portfolio of premium performance TiO 2 pigment grades provide end-users with benefits beyond opacity, such as brighter colors, increased product durability and lifespan, improved efficiency for direct and downstream customers, and the brilliant whites achievable only through chloride-manufactured pigment. 7 The Chemours Company Our mining operations in Florida date back to 1949.
Investigations of alleged violations can be very expensive, disruptive, and damaging to our reputation. Although we have implemented anti-corruption policies and procedures, there can be no guarantee that these policies, procedures, and training will effectively prevent violations by our employees or representatives in the future. In February 2025, the U.S. presidential administration issued an executive order pausing the U.S.
Investigations of alleged violations can be very expensive, disruptive, and damaging to our reputation. Although we have implemented anti-corruption policies, procedures and training, there can be no guarantee that these policies, procedures, and training will effectively prevent violations by our employees or representatives in the future.
Deterioration in our capital structure or the quality and stability of our earnings could result in a downgrade of our overall credit ratings and our debt securities. On June 3, 2024, Moody’s affirmed our Ba3 rating with stable outlook. On April 17, 2024, S&P Global affirmed our BB- credit rating with negative outlook.
Deterioration in our capital structure or the quality and stability of our earnings could result in a downgrade of our overall credit ratings and our debt securities. On August 22, 2025, Moody's affirmed our Ba3 rating with a revised negative outlook. On April 16, 2025, S&P Global affirmed our BB- credit rating with negative outlook.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

22 edited+2 added−12 removed22 unchanged
Biggest changeThe CISO manages and is supported by a global team of risk managers, cyber defenders, architects, and engineers with the knowledge and experience to carry out day-to-day cybersecurity operations. They are also supported by third parties who provide threat intelligence, global infrastructure monitoring, and threat detection and response to cyber events.
Biggest changeThe current CISO has more than 25 years of information technology, cyber and information security experience with multiple companies in the manufacturing and critical infrastructure sectors. The CISO manages and is supported by a global team of risk managers, cyber defenders, architects, and engineers with the knowledge and experience to carry out day-to-day cybersecurity operations.
MINE SAFETY DISCLOSURES Information regarding mine safety and other regulatory actions at our surface mines and/or mineral sands separation facilities in Starke, Florida, Jesup, Georgia, Nahunta, Georgia, and Offerman, Georgia, are included in Exhibit 95 to this Annual Report on Form 10-K. 39 The Chemours Company INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following list sets forth our executive officers and a summary of their professional experience.
MINE SAFETY DISCLOSURES Information regarding mine safety and other regulatory actions at our surface mines and/or mineral sands separation facilities in Starke, Florida, Jesup, Georgia, Nahunta, Georgia, and Offerman, Georgia, are included in Exhibit 95 to this Annual Report on Form 10-K. 40 The Chemours Company INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following list sets forth our executive officers and a summary of their professional experience.
We believe that we have sufficient production capacity for our primary products to meet demand in 2025. Our properties are primarily owned by us; however, certain properties are leased, as noted in the preceding tables. We recognize that the security and safety of our operations are critical to our employees and communities, as well as our future.
We believe that we have sufficient production capacity for our primary products to meet demand in 2026. Our properties are primarily owned by us; however, certain properties are leased, as noted in the preceding tables. We recognize that the security and safety of our operations are critical to our employees and communities, as well as our future.
Hostetter held several financial leadership roles at Pulse Electronics Corporation. Mr. Hostetter began his career at PricewaterhouseCoopers LLP ("PwC") within the assurance practice. Joseph T. Martinko , age 57, serves as our President – Thermal & Specialized Solutions. Mr. Martinko was appointed to this role in July 2023. Mr.
Hostetter held several financial leadership roles at Pulse Electronics Corporation. Mr. Hostetter began his career at PricewaterhouseCoopers LLP ("PwC") within the assurance practice. Joseph T. Martinko , age 58, serves as our President – Thermal & Specialized Solutions. Mr. Martinko was appointed to this role in July 2023. Mr.
Shane Hostetter , age 43, serves as our Chief Financial Officer. Mr. Hostetter was appointed to this role in July 2024. Prior to joining Chemours, Mr. Hostetter served as Executive Vice President, Chief Financial Officer of Quaker Chemical Corporation ("Quaker Houghton") since March 2023, and also served as Chief Accounting Officer from October 2023 to January 2024. Mr.
Shane Hostetter , age 44, serves as our Chief Financial Officer. Mr. Hostetter was appointed to this role in July 2024. Prior to joining Chemours, Mr. Hostetter served as Executive Vice President, Chief Financial Officer of Quaker Chemical Corporation ("Quaker Houghton") since March 2023, and also served as Chief Accounting Officer from October 2023 to January 2024. Mr.
Martinko joined EID in 1995 and had Safety, Health and Environmental and Operations responsibility for several manufacturing units at EID's Chambers Works Facility. Gerardo Familiar , age 49, serves as our President – Advanced Performance Materials. Mr. Familiar was appointed to this role in March 2023. Mr.
Martinko joined EID in 1995 and had Safety, Health and Environmental and Operations responsibility for several manufacturing units at EID's Chambers Works Facility. Gerardo Familiar , age 50, serves as our President – Advanced Performance Materials. Mr. Familiar was appointed to this role in March 2023. Mr.
We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. Ite m 2.
We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. 38 The Chemours Company Ite m 2.
We also maintain preparedness plans that detail actions needed to recover from acute severe weather events, natural disasters, or other events that could disrupt our business. We engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions.
We also maintain preparedness plans that detail actions needed to recover from acute severe weather events, natural disasters, or other events that could disrupt our business. We engineer our 39 The Chemours Company facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions.
Denise Dignam , age 59, serves as our President and Chief Executive Officer. Ms. Dignam was appointed Chief Executive Officer in March 2024. Ms.
Denise Dignam , age 60, serves as our President and Chief Executive Officer. Ms. Dignam was appointed Chief Executive Officer in March 2024. Ms.
The goals of our Program are: • identifying, preventing, and mitigating cybersecurity threats to the Company; • preserving the confidentiality, security, and availability of the information that we collect and store to use in our business; • protecting our intellectual property; • maintaining the confidence of our customers, business partners and other stakeholders; and • providing appropriate public disclosure of cybersecurity risks and incidents, when required.
The goals of our Program are: • identifying, preventing, and mitigating cybersecurity threats to the Company; • preserving the confidentiality, security, and availability of the information that we collect and store to use in our business; • protecting our intellectual property; • Maintaining compliance with applicable global regulatory requirements; • maintaining the confidence of our customers, business partners and other stakeholders; and • providing appropriate public disclosure of cybersecurity risks and incidents, when required.
The following chart sets forth our production facilities at December 31, 2024.
The following chart sets forth our production facilities at December 31, 2025.
(3) Shared site between the Thermal & Specialized Solutions and Other segments. (4) Shared site between the Thermal & Specialized Solutions and Advanced Performance Materials segments. We have technical centers and R&D facilities located at a number of our production facilities.
(3) Shared site between the Thermal & Specialized Solutions and Other segments. (4) Shared site between the Thermal & Specialized Solutions and Advanced Performance Materials segments. We have technical centers and R&D facilities located at a number of our production facilities. We also maintain stand-alone technical centers to serve our customers and provide technical support.
In 1995, Ms. Wellman began her legal career in private practice focusing on M&A, corporate and securities law, and corporate governance. 40 The Chemours Company Damián Gumpel , age 50, has been appointed to join Chemours and will serve as the President - Titanium Technologies, with an effective date of March 3, 2025.
In 1995, Ms. Wellman began her legal career in private practice focusing on M&A, corporate and securities law, and corporate governance. Michael Foley , age 54, has been appointed to join Chemours and will serve as the President - Titanium Technologies, with an effective date of February 4, 2026. Mr.
The Board has also delegated oversight of the cybersecurity and information security programs and processes for assessing, identifying and managing material risks from cybersecurity threats to the Audit Committee.
The board of directors is responsible for oversight of our Enterprise Risk Management process ("ERM") and is informed of the risks associated with cybersecurity through periodic ERM updates. The Board has also delegated oversight of the cybersecurity and information security programs and processes for assessing, identifying and managing material risks from cybersecurity threats to the Audit Committee.
Wellman served as Vice President, Advanced Performance Materials, Sustainability. She next was appointed to Vice President, Strategic Planning until September 30, 2022. Prior to joining Chemours, Ms.
Wellman joined business operations for the Fluoroproducts business in March 2019, serving as Plant Manager, Chambers Works, from March 2019 through November 2020. From December 2020 through November 2021, Ms. Wellman served as Vice President, Advanced Performance Materials, Sustainability. She next was appointed to Vice President, Strategic Planning until September 30, 2022. Prior to joining Chemours, Ms.
Familiar was a Senior Consultant at PwC from 2000 to 2002; and a Business Consultant at Decide MX from 1995 to 1999. Diane I. Picho , age 64, serves as our Interim President - Titanium Technologies. Ms. Picho was appointed to this role in March 2024. Ms.
Familiar was a Senior Consultant at PwC from 2000 to 2002; and a Business Consultant at Decide MX from 1995 to 1999. Kristine Wellman , age 56, serves as our Senior Vice President, General Counsel and Corporate Secretary. Ms. Wellman was appointed Senior Vice President, General Counsel & Corporate Secretary in October 2022. Ms.
A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, threat modeling, and other exercises focused on evaluating the effectiveness of the Program. 37 The Chemours Company The board of directors is responsible for oversight of our Enterprise Risk Management process ("ERM") and is informed of the risks associated with cybersecurity through periodic ERM updates.
The plan also includes implementing long-term strategies for recovery and prevention of future incidents. A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, threat modeling, and other exercises focused on evaluating the effectiveness of the Program.
Kristine Wellman , age 55, serves as our Senior Vice President, General Counsel and Corporate Secretary. Ms. Wellman was appointed Senior Vice President, General Counsel & Corporate Secretary in October 2022. Ms. Wellman joined Chemours in December 2014 and has held several positions within the Company throughout her tenure. Ms.
Wellman joined Chemours in December 2014 and has held several positions within the Company throughout her tenure. Ms. Wellman served as Associate General Counsel and Assistant Corporate Secretary from July 2015 through February 2019, and a Vice President from March 2018 through February 2019. Ms.
In addition, our Corporate Security team, a part of the Legal organization, has open lines of communication with various Federal, State and International law enforcement agencies to gain access to the latest cyber situational awareness. We assess third-party cybersecurity controls through a cybersecurity questionnaire and include information security and privacy addendums to our contracts, where applicable.
They are also supported by third parties who provide threat intelligence, global infrastructure monitoring, and threat detection and response to cyber events. In addition, our Corporate Security team, a part of the Legal organization, has open lines of communication with various Federal, State and International law enforcement agencies to gain access to the latest cyber situational awareness.
The CISO has an incident response plan designed to address potential cybersecurity incidents and notify appropriate leadership while determining the material impact through a cyber sub-committee of management’s Disclosure Committee. The plan also includes implementing long-term strategies for recovery and prevention of future incidents.
We educate our employees and contractors annually on cyber risks and prevention, monthly using online situational awareness training, active employee engagement, and ongoing phishing simulations. The CISO has an incident response plan designed to address potential cybersecurity incidents and notify appropriate leadership while determining the material impact through a cyber sub-committee of management’s Disclosure Committee.
We also maintain stand-alone technical centers to serve our customers and provide technical support. 38 The Chemours Company The following chart sets forth our stand-alone technical centers at December 31, 2024.
The following chart sets forth our stand-alone technical centers at December 31, 2025.
We also require that our vendors and other third parties report cybersecurity incidents to us so that we can assess the impact of the incident on us. We educate our employees and contractors annually on cyber risks and prevention, monthly using online situational awareness training, active employee engagement, and ongoing phishing simulations.
We assess third-party cybersecurity controls through a cybersecurity questionnaire and include information security and privacy addendums to our contracts, where applicable. We also require that our vendors and other third parties report cybersecurity incidents to us so that we can assess the impact of the incident on us.
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The current CISO has more than seven years with Chemours and over 25 years of total cyber and information security experience with multiple companies across both the private and public sector in CISO and other information security roles.
Added
Foley joins Chemours with extensive leadership experience in the chemical industry. Most recently, he served as President & General Manager of the Formulated Specialties Business at Momentive Performance Materials, overseeing a $1 billion portfolio across five business units, eight manufacturing sites, and 2,000 employees worldwide.
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Picho has been appointed to serve as our Chief Enterprise Enablement Officer, with an effective date of March 3, 2025. Ms.
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His career includes transformative roles in portfolio optimization, organizational restructuring, and operational excellence at Momentive, as well as leadership positions at General Electric, where he was recognized for expertise in Lean and Six Sigma methodologies. Mr. Foley holds a Bachelor of Science in Environmental Engineering and an MBA from Rensselaer Polytechnic Institute. 41 The Chemours Company PART II
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Picho joined Chemours in 2015 and has served as Vice President of Human Resources and Chief of Staff for Titanium Technologies from 2023 to 2024; Vice President of Commercial Operations for the Chemours Advanced Performance Materials business from 2022 to 2023; Senior Director of Commercial Operations for the Chemours Advanced Performance Materials business from 2020-2021; Senior Director of Global Strategy & Business Operating Systems for Chemours Fluoroproducts from 2017 to 2019; and Global Business Productivity Director for Chemours Fluoroproducts from 2015 to 2016.
Removed
Prior to joining Chemours, Ms. Picho worked at EID in various roles including, North America Regional Business & Market Director for DuPont Chemicals & Fluoroproducts from 2013 to 2015; and Global Business Manager for Fluorochemicals Refrigerants from 2007 to 2012. Ms. Picho joined EID in 1983 as an R&D Engineer.
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Wellman served as Associate General Counsel and Assistant Corporate Secretary from July 2015 through February 2019, and a Vice President from March 2018 through February 2019. Ms. Wellman joined business operations for the Fluoroproducts business in March 2019, serving as Plant Manager, Chambers Works, from March 2019 through November 2020. From December 2020 through November 2021, Ms.
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Previously, he worked at Olin Corporation from 2015 to 2025, where he most recently served as Vice President, Corporate Strategy, helping define new corporate strategy and executing several M&A transactions. Mr. Gumpel previously held positions as President of Olin’s Epoxy and Chlor Alkali Products & Vinyls divisions. Mr.
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Gumpel also worked at The Dow Chemical Company from 2009 to 2015, where he held several commercial positions, and Accenture from 1998 to 2007. Brian Shay , age 52 serves as our Interim Chief Human Resources Officer. Mr. Shay was appointed to this role in September 2024. Mr.
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Shay joined Chemours in 2020 and has served in several Human Resources leadership roles including Vice President, Total Rewards, Human Resources Business Partner, and Human Resources Vice President with responsibility for Compensation & Benefits, Operations, and Talent & Culture. Prior to joining Chemours, Mr.
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Shay worked at PwC from 1997 to 2003, and SAP from 2003 to 2020, where he held positions of increasing responsibility within human resources. Alvenia Scarborough , age 51, serves as our Senior Vice President, Corporate Communications and Chief Brand Officer. Ms.
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Scarborough was appointed to this role in October 2020, after serving as Senior Director of Corporate Communications and Brand Marketing since July 2015. Prior to Chemours, Ms. Scarborough held a variety of corporate communications and marketing communications positions with increasing responsibility across brand development, corporate reputation, media relations, employee communications, and digital marketing. Ms.
Removed
Scarborough brings over two decades of communications experience with leading multinational companies, including: EID, where she served as the Corporate Leader, Brand Management, Protection and Licensing from 2013 to 2015 and Global Director, Business Communications from 2011 to 2013; Newell Rubbermaid, where she served as the Director, Business Communications and Brand Marketing, Global Technology Brands from 2009 to 2010; and Kodak Alaris, where she served as Director of Marketing & Communications, Consumer Imaging from 2000 to 2009, where she spent several years as a product management commercial leader.
Removed
Ms. Scarborough’s unique experience and modern approach to communications have resulted in multiple industry awards and recognition for breakthrough social media and advertising campaigns. 41 The Chemours Company PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed4 unchanged
Biggest changeItem 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 34,180 at February 12, 2025.
Biggest changeItem 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 32,027 at February 18, 2026.
The aggregate amount of our common stock that remained available for purchase under the 2022 Share Repurchase Program at December 31, 2024 was $441 million, though we do not anticipate repurchases under the 2022 Share Repurchase Program. 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, 2024 compared with the Standard & Poor’s (“S&P”) MidCap 400 and the S&P MidCap 400 Chemical indices.
The aggregate amount of our common stock that remained available for purchase under the 2022 Share Repurchase Program at December 31, 2025 was $441 million, though we do not anticipate repurchases under the 2022 Share Repurchase Program. 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, 2025 compared with the Standard & Poor’s (“S&P”) MidCap 400 and the S&P MidCap 400 Chemical indices.
Through December 31, 2024, 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 and year ended December 31, 2024.
Through December 31, 2025, 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 and year ended December 31, 2025.
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, 2019, and that all dividends were reinvested. I tem 6. RESERVED 43 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, 2020, and that all dividends were reinvested. I tem 6. RESERVED 43 The Chemours Company

Item 7. Management's Discussion & Analysis

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

204 edited+80 added−60 removed161 unchanged
Biggest changeYear Ended December 31, (Dollars in millions) 2024 2023 Corporate expenses $ (255 ) $ (212 ) Unallocated items: Interest expense, net (264 ) (208 ) Depreciation and amortization (301 ) (307 ) Non-operating pension and other post-retirement employee benefit income 3 — Exchange losses, net (Note 8 to the Consolidated Financial Statements ) (9 ) (38 ) Restructuring, asset-related, and other charges (Note 7 to the Consolidated Financial Statements ) (58 ) (153 ) Goodwill impairment charge (Note 15 to the Consolidated Financial Statements ) (56 ) — Inventory write-offs (1) — (40 ) Loss on extinguishment of debt (1 ) (1 ) Gain on sales of assets and businesses, net (Note 4 to the Consolidated Financial Statements ) 3 110 Transaction costs (2) (18 ) (16 ) Qualified spend recovery (3) 26 54 Litigation-related charges (4) 15 (764 ) Environmental charges (5) (15 ) (9 ) Corporate expenses and unallocated items $ (930 ) $ (1,584 ) (1) Inventory write-offs for the year ended December 31, 2023 represents write-off of certain raw materials and stores inventories from the Kuan Yin, Taiwan plant closure, which was not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.
Biggest changeYear Ended December 31, (Dollars in millions) 2025 2024 Corporate expenses $ (181 ) $ (256 ) Unallocated items: Interest expense, net (269 ) (263 ) Depreciation and amortization (340 ) (292 ) Non-operating pension and other post-retirement employee benefit income 10 3 Exchange losses, net (Note 8 to the Consolidated Financial Statements ) (11 ) (9 ) Restructuring, asset-related, and other charges (Note 7 to the Consolidated Financial Statements ) (1) (35 ) (58 ) Goodwill impairment charge (Note 15 to the Consolidated Financial Statements ) — (56 ) Inventory write-offs (2) (7 ) — Loss on extinguishment of debt (5 ) (1 ) Gain on sales of assets and businesses, net (Note 4 to the Consolidated Financial Statements ) 8 3 Transaction costs (3) (7 ) (18 ) Qualified spend recovery (4) 42 26 Litigation-related charges (5) (320 ) 2 Environmental charges (6) (93 ) (15 ) Corporate expenses and unallocated items $ (1,208 ) $ (934 ) (1) As part of our decision to exit our SPS Capstone TM business, we incurred accelerated depreciation charges of $23 million during the year ended December 31, 2025, which are included within the "Depreciation and amortization" caption above, and therefore are not included as separate adjustment within this caption.
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 polymerization aid manufacturing units.
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 TM membranes, and the related polymerization aid manufacturing units.
Since that time, and in response to three additional NOVs issued by NC DEQ and pursuant to the Consent Order ("CO"), (as discussed below), we have worked cooperatively with the agency to investigate and address releases of PFAS to on-site and off-site groundwater and surface water.
Since that time, and in response to three additional NOVs issued by NC DEQ and pursuant to the Consent Order (as discussed below), we have worked cooperatively with the agency to investigate and address releases of PFAS to on-site and off-site groundwater and surface water.
Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits.
If on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits.
We submitted information on the substances covered by the call for evidence to the Member State competent authority for Germany, which is the Federal Institute for Occupational Safety and Health (“BAuA”).
We submitted information on the substances covered by the call for evidence to the Member State competent authority for Germany, which is the Federal Institute for Occupational Safety and Health.
The $41 million provision for income taxes for the year ended December 31, 2024 was primarily attributable to our geographic mix of earnings, a $10 million income tax expense associated with the filing of the US Tax return partially offset by a $7 million income tax benefit for the generation of U.S. research and development tax credits and by $9 million of income tax benefit related to the 2024 Restructuring Program.
The $37 million provision for income taxes for the year ended December 31, 2024 was primarily attributable to our geographic mix of earnings, a $10 million income tax expense associated with the filing of the US Tax return partially offset by a $7 million income tax benefit for the generation of U.S. research and development tax credits and by $9 million of income tax benefit related to the 2024 Restructuring Program.
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. 60 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. 61 The Chemours Company Supplier Financing We maintain supply chain finance programs with several financial institutions.
These include provisions in sales contracts allowing us to pass on higher raw materials costs through timely price increases and formula price contracts to transfer or share commodity price risk. We did not have any commodity derivative financial instruments in place as of December 31, 2024 and 2023. Ite m 8.
These include provisions in sales contracts allowing us to pass on higher raw materials costs through timely price increases and formula price contracts to transfer or share commodity price risk. We did not have any commodity derivative financial instruments in place as of December 31, 2025 and 2024. Ite m 8.
(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 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".
(4) 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 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".
Any credit risk associated with our accounts and notes receivable balance is representative of the geographic, industry, and customer diversity associated with our global businesses. As a result of our customer base being widely dispersed, we do not believe our exposure to credit-related losses related to our business as of December 31, 2024 and 2023 was material.
Any credit risk associated with our accounts and notes receivable balance is representative of the geographic, industry, and customer diversity associated with our global businesses. As a result of our customer base being widely dispersed, we do not believe our exposure to credit-related losses related to our business as of December 31, 2025 and 2024 was material.
For the year ended December 31, 2022, and changes from the year ended December 31, 2022 to the year ended December 31, 2023, 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, 2023.
For the year ended December 31, 2023, and changes from the year ended December 31, 2023 to the year ended December 31, 2024, 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, 2024.
We will continue to evaluate as new or additional information becomes available in the determination of our environmental remediation liability. 67 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 will continue to evaluate as new or additional information becomes available in the determination of our environmental remediation liability. 68 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 currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least February 2026. Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity.
We currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least February 2027. Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity.
Depreciation and amortization are ceased for a disposal group upon it being classified as held for sale. 62 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. 63 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.
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 and in "Note 23 – Equity" in this Annual Report on Form 10-K, we have remaining authority to repurchase $441 million of our outstanding common stock, though we do not anticipate additional repurchases under the 2022 Share Repurchase Plan. 56 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, 2024 and 2023.
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 and in "Note 23 – Equity" in this Annual Report on Form 10-K, we have remaining authority to repurchase $441 million of our outstanding common stock, though we do not anticipate additional repurchases under the 2022 Share Repurchase Plan. 57 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, 2025 and 2024.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item 8 – Financial Statements and Supplementary Data is incorporated by reference herein as set forth in Item 15(a)(1) – Consolidated Financial Statements . Ite m 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 75 The Chemours Company
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item 8 – Financial Statements and Supplementary Data is incorporated by reference herein as set forth in Item 15(a)(1) – Consolidated Financial Statements . Ite m 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 76 The Chemours Company
Significant Environmental Remediation Sites While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2024 and 2023, the following table sets forth the liabilities of the six sites that are deemed the most significant, together with the aggregate liabilities for all other sites.
Significant Environmental Remediation Sites While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2025 and 2024, the following table sets forth the liabilities of the six sites that are deemed the most significant, together with the aggregate liabilities for all other sites.
We expect working capital outflows in the first half of 2025 for the same historical reasons, as well as the settlement of higher levels of accounts payable as of December 31, 2024, due principally to the timing of higher purchases in the fourth quarter of 2024 for plant maintenance activity.
We expect working capital outflows in the first half of 2026 for the same historical reasons, as well as the settlement of higher levels of accounts payable as of December 31, 2025, due principally to the timing of higher purchases in the fourth quarter of 2025 for plant maintenance activity.
As of December 31, 2024, such obligations include: • Principal and interest obligations on long-term debt – We are required to make quarterly principal payments related to our Dollar Term Loan, with the balance due at maturity.
As of December 31, 2025, such obligations include: • Principal and interest obligations on long-term debt – We are required to make quarterly principal payments related to our Dollar Term Loan, with the balance due at maturity.
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 86 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 continue to believe our sources of liquidity are sufficient to fund our planned operations and to meet our principal, interest, dividend, income taxes, and contractual obligations through at least the end of February 2026.
We continue to believe our sources of liquidity are sufficient to fund our planned operations and to meet our principal, interest, dividend, income taxes, and contractual obligations through at least the end of February 2027.
We do not believe the above matter will have a material impact on our financial position, results of operation or cash flows. In addition, in March 2022, the public prosecutor in The Netherlands has raised a matter related to an alleged infraction of Regulation (EU) 517/2014.
We do not believe the above matter will have a material impact on our financial position, results of operation or cash flows. 70 The Chemours Company In addition, in March 2022, the public prosecutor in The Netherlands has raised a matter related to an alleged infraction of Regulation (EU) 517/2014.
Further discussion related to Fayetteville is included under the heading “Fayetteville Works, Fayetteville, North Carolina” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements . Pompton Lakes, New Jersey During the 20th century, blasting caps, fuses, and related materials were manufactured at Pompton Lakes, Passaic County, New Jersey.
Further discussion related to Fayetteville is included under the heading “Fayetteville Works, Fayetteville, North Carolina” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements . 71 The Chemours Company Pompton Lakes, New Jersey During the 20th century, blasting caps, fuses, and related materials were manufactured at Pompton Lakes, Passaic County, New Jersey.
No amount was reclassified from accumulated other comprehensive loss for our cross-currency swap for the year ended December 31, 2024. 74 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.
No amount was reclassified from accumulated other comprehensive loss for our cross-currency swap for the year ended December 31, 2025. 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.
Research and Development Expense Our research and development (“R&D”) expense was relatively flat at $109 million for the year ended December 31, 2024, compared with R&D expense of $108 million for the year ended December 31, 2023.
Research and Development Expense Our research and development (“R&D”) expense was relatively flat at $108 million for the year ended December 31, 2025, compared with R&D expense of $109 million for the year ended December 31, 2024.
We recognized a pre-tax gain of $7 million, a pre-tax loss of $2 million, and a pre-tax gain of $17 million for the years ended December 31, 2024, 2023, and 2022, respectively, within accumulated other comprehensive loss.
We recognized a pre-tax loss of $17 million, a pre-tax gain of $7 million, and a pre-tax loss of $2 million for the years ended December 31, 2025, 2024, and 2023, respectively, within accumulated other comprehensive loss.
For the years ended December 31, 2024, 2023 and 2022, $1 million, $4 million and $5 million of gain was 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, 2025, 2024 and 2023, $1 million of loss, $1 million and $4 million of gain was 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.
In February 2025, the Company received an intention for the ILT to collect a penalty of €1 million based on the consideration that HFC-23 imported or acquired on the market and added to the production process rather than directly sent for destruction is quota consuming. The Company is reviewing the ILT intention.
In February 2025, we received an intention for the ILT to collect a penalty of €1 million based on the consideration that HFC-23 imported or acquired on the market and added to the production process rather than directly sent for destruction is quota consuming.
We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the year ended December 31, 2024, we received approximately $500 million of net cash in the U.S. through intercompany loans and dividends.
We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the year ended December 31, 2025, we received approximately $137 million of net cash in the U.S. through intercompany loans and dividends.
After this impairment charge, as of December 31, 2024, goodwill for the Advanced Performance Materials reporting unit was $0 million. 63 The Chemours Company As of October 1, 2024, we performed our annual goodwill impairment tests for the Thermal & Specialized Solutions and Titanium Technologies reporting units.
After this impairment charge, as of December 31, 2024, goodwill for the Advanced Performance Materials reporting unit was $0 million. 64 The Chemours Company As of October 1, 2025, we performed our annual goodwill impairment tests for the Thermal & Specialized Solutions and Titanium Technologies reporting units.
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. 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 .
Based upon the results of our annual goodwill impairment tests, no further impairments to the carrying value of goodwill were necessary during the year ended December 31, 2024.
Based upon the results of our annual goodwill impairment tests, no further impairments to the carrying value of goodwill were necessary during the year ended December 31, 2025.
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 $720 million above the amount accrued at December 31, 2024. 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 $620 million above the amount accrued at December 31, 2025. This estimate is not intended to reflect an assessment of our maximum potential liability.
A reconciliation of Segment Adjusted EBITDA to our consolidated income (loss) before income taxes for the years ended December 31, 2024 and 2023 is included in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements . 48 The Chemours Company Thermal & Specialized Solutions The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the years ended December 31, 2024 and 2023.
A reconciliation of Segment Adjusted EBITDA to our consolidated income (loss) before income taxes for the years ended December 31, 2025 and 2024 is included in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements . 49 The Chemours Company Thermal & Specialized Solutions The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the years ended December 31, 2025 and 2024.
During 2024, we have begun taking actions aimed at improving near-term liquidity through targeted spending control measures. We have also focused on improving working capital through agreeing with vendors on longer standard accounts payable payment terms. We expect these measures will have a positive impact on operating cash flow and working capital levels during 2025.
During 2025, we have been taking actions aimed at improving near-term liquidity through targeted spending control measures. We have also focused on improving working capital through agreeing with vendors on longer standard accounts payable payment terms. We expect these measures will have a positive impact on operating cash flow and working capital levels during 2026.
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, 2024, the weighted-average discount rate was 3.3%.
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, 2025, the weighted-average discount rate was 4%.
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.
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 CRC goals; and, • investments in projects to reduce future operating costs and enhance productivity.
Accruals related to this matter were $17 million and $16 million as of December 31, 2024 and 2023, 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). 72 The Chemours Company New Jersey Department of Environmental Protection Directives and Litigation In March 2019, NJ DEP issued two Directives, one being a state-wide PFAS Directive, and filed four lawsuits against us and other defendants, including allegations relating to clean-up and removal costs at four sites including Chambers Works.
Accruals related to this matter were $16 million and $17 million as of December 31, 2025 and December 31, 2024, 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 .) New Jersey Department of Environmental Protection Directives and Litigation In March 2019, NJ DEP issued two Directives, one being a state-wide PFAS Directive, and filed four lawsuits against us and other defendants, including allegations relating to clean-up and removal costs at four sites including Chambers Works.
For further information related to the capital projects driving our year-over-year decrease in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A. We used $229 million in cash flows from our investing activities during the year ended December 31, 2023.
For further information related to the capital projects driving our year-over-year decrease in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A. We used $353 million in cash flows from our investing activities during the year ended December 31, 2024.
The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, 2024 and 2023.
The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, 2025 and 2024.
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 89% of our environmental remediation liabilities at December 31, 2024.
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, 2025.
In January 2025, we submitted a revised permit application. We will continue to engage with the regulatory authorities on this matter. In December 2024, DCMR indicated an intention to impose a conditional fine of up to €3.7 million per violation for one of the compounds for which we have objected.
In February 2025, we submitted a revised permit application. We will continue to engage with the regulatory authorities on this matter. In December 2024, DCMR indicated an intention to impose a conditional fine of up to €3.7 million for one of the compounds for which we have objected.
The following table sets forth the activities related to our environmental remediation liabilities for the years ended December 31, 2024 and 2023.
The following table sets forth the activities related to our environmental remediation liabilities for the years ended December 31, 2025 and 2024.
Concurrently with the offering of the senior unsecured notes due January 2033, we entered into a cross-currency swap to effectively convert $600 million of the senior unsecured notes due January 2033 into a euro-denominated borrowing of €567 million at prevailing euro interest rates, the fair value of which amounted to $5 million at December 31, 2024.
Concurrently with the offering of the senior unsecured notes due January 2033, we entered into a cross-currency swap to effectively convert $600 million of the senior unsecured notes due January 2033 into a euro-denominated borrowing of €567 million at prevailing euro interest rates, the fair value of which amounted to $59 million at December 31, 2025.
As discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements , we, along with NC DEQ and Cape Fear River Watch (“CFRW”), a non-profit organization, have filed a final CO that comprehensively addressed various issues, NOVs, and court filings made by NC DEQ regarding Fayetteville and resolved litigations filed by NC DEQ and CFRW.
As discussed in “Note 22 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements , we, along with NC DEQ and Cape Fear River Watch (“CFRW”), a non-profit organization, have filed a final Consent Order (“CO”) that comprehensively addressed various issues, NOVs, and court filings made by NC DEQ regarding Fayetteville and resolved litigations filed by NC DEQ and CFRW.
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 2024 was 4.9%.
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 2025 was 4.7%.
We have not recorded a liability for this matter at December 31, 2024 as the conditional fine is not effective at this time and will only be imposed after the two-month grace period, if, at that time, we fail to comply with the discharge limits for the compound.
We have not recorded a liability for this matter at December 31, 2025 as the conditional fine is not effective at this time and will only be imposed after the grace period, if at that time, we fail to comply with the discharge limits for the compound.
For the years ended December 31, 2024, 2023 and 2022, $1 million, $5 million and $19 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.
For the years ended December 31, 2025, 2024 and 2023, $1 million of loss, $1 million and $5 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.
At December 31, 2023, we had two interest rate swaps outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $300 million, the fair value of which amounted to negative $7 million.
At December 31, 2025, we had two interest rate swaps outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $300 million, the fair value of which amounted to negative $3 million.
The foreign currency swap qualifies and has been designated as a net investment hedge of our foreign currency exchange rate exposure of the net investments of certain of our euro-denominated subsidiaries. We recognized pre-tax gain of $5 million for the year ended December 31, 2024 on its cross-currency swap within accumulated other comprehensive loss.
The foreign currency swap qualifies and has been designated as a net investment hedge of our foreign currency exchange rate exposure of the net investments of certain of our euro-denominated subsidiaries. We recognized pre-tax loss of $64 million for the year ended December 31, 2025 on its cross-currency swap within accumulated other comprehensive loss.
Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion. • Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond.
Refer to “Note 22 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further discussion. 56 The Chemours Company • Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond.
The following table sets forth our corporate and unallocated items for the years ended December 31, 2024 and 2023.
The following table sets forth our corporate and unallocated items for the years ended December 31, 2025 and 2024.
For the years ended December 31, 2024 and 2023, our purchases of property, plant, and equipment amounted to $360 million and $370 million, respectively. For the year ending December 31, 2025, we expect that our capital expenditures will be between $250 million and $300 million.
For the years ended December 31, 2025 and 2024, our purchases of property, plant, and equipment amounted to $213 million and $360 million, respectively. For the year ending December 31, 2026, we expect that our capital expenditures will be between $250 million and $300 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 2025, 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 $1 million to the net periodic benefit cost for 2026, while a 50 basis point decrease in the discount rate would result in an increase of approximately $3 million.
The availability under our Revolving Credit Facility as of December 31, 2024 was $640 million, net of $56 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement.
The availability under our Revolving Credit Facility as of December 31, 2025 was $955 million, net of $45 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement.
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. 66 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, 2024 and 2023.
The remaining 106 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. 67 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, 2025 and 2024.
These actions included the acceleration of collection of $169 million and $156 million of our accounts receivable during the fourth quarter of 2024 and 2023, respectively, which based on contractual terms would have otherwise been collected in the first quarter of 2025 and 2024, respectively.
These actions included the acceleration of collection of $149 million and $169 million of our accounts receivable during the fourth quarter of 2025 and 2024, respectively, which based on contractual terms would have otherwise been collected in the first quarter of 2026 and 2025, respectively.
These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2024, we had 11 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $196 million, the fair value of which amounted to less than $1 million.
These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2025, we had 9 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $170 million, the fair value of which amounted to less than $1 million.
We recognized a pre-tax gain of $47 million, a pre-tax loss $27 million, and pre-tax gain of $53 million for the years ended December 31, 2024, 2023 and 2022, respectively, on our net investment hedge within accumulated other comprehensive loss.
We recognized a pre-tax loss of $56 million, a pre-tax gain of $47 million, and pre-tax loss of $27 million for the years ended December 31, 2025, 2024 and 2023, respectively, on our net investment hedge within accumulated other comprehensive loss.
At December 31, 2024, one individual customer balance represented approximately 7% of our total outstanding accounts and notes receivable balance. At December 31, 2023, no one individual customer balance represented more than 5% of our total outstanding accounts and notes receivable balance.
At December 31, 2025, one individual customer balance represented approximately 7% of our total outstanding accounts and notes receivable balance. At December 31, 2024, no one individual customer balance represented more than 7% of our total outstanding accounts and notes receivable balance.
Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend. 55 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 legacy PFAS liabilities.
Refer to “Note 22 – Commitments and Contingent Liabilities” to the Interim Cons olidated 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.
Considerable uncertainty remains regarding estimates for our future capital and remediation expenditures as regulatory requirements across various jurisdictions where we operate continue to evolve. For the years ended December 31, 2024 and 2023, we spent $18 million and $30 million, respectively, on environmental capital projects that were either required by law or necessary to meet our internal environmental objectives.
Considerable uncertainty remains regarding estimates for our future capital and remediation expenditures as regulatory requirements across various jurisdictions where we operate continue to evolve. 66 The Chemours Company For the years ended December 31, 2025 and 2024, we spent $11 million and $18 million, respectively, on environmental capital projects that were either required by law or necessary to meet our internal environmental objectives.
A 50 basis point increase in the expected return on plan assets assumption would result in a decrease of approximately $2 million to the net periodic benefit cost for 2025, while a 50 basis point decrease in the expected return on plan assets assumption would result in an increase of approximately $2 million.
A 50 basis point increase in the expected return on plan assets assumption would result in a decrease of approximately $3 million to the net periodic benefit cost for 2026, while a 50 basis point decrease in the expected return on plan assets assumption would result in an increase of approximately $3 million.
Currency was flat for the year ended December 31, 2024 when compared to the prior year.
Currency was flat for the year ended December 31, 2025 when compared to the prior year.
The increase in our operating cash outflows for the year ended December 31, 2024 was primarily attributable to the release of the $592 million of restricted cash and cash equivalents deposited in the qualified settlement fund per the terms of the U.S. public water settlement agreement following Final Judgment, as defined in the U.S. public water settlement agreement, the unwinding of 2023 year end net working capital actions (discussed further in the "Liquidity and Capital Resources" section above) and lower earnings in 2024.
The increase in our operating cash inflows for the year ended December 31, 2025 was primarily attributable to the release of the $592 million of restricted cash and restricted cash equivalents deposited in the qualified settlement fund per the terms of the U.S. public water settlement agreement following Final Judgment, as defined in the U.S. public water settlement agreement, along with the unwinding of year-end 2023 net working capital actions (discussed further in the "Liquidity and Capital Resources" section above).
Change in segment net sales from prior period Year Ended December 31, 2024 Price (5 )% Volume 1 % Currency — % Portfolio — % Total change in segment net sales (4 )% Segment Net Sales Our Titanium Technologies segment’s net sales decreased by $108 million (or 4%) to $2.6 billion for the year ended December 31, 2024, compared with segment net sales of $2.7 billion for the same period in 2023.
Change in segment net sales from prior period Year Ended December 31, 2025 Price (6 )% Volume (1 )% Currency 1 % Portfolio — % Total change in segment net sales (6 )% Segment Net Sales Our Titanium Technologies segment’s net sales decreased by $143 million (or 6%) to $2.4 billion for the year ended December 31, 2025, compared with segment net sales of $2.6 billion for the same period in 2024.
Change in segment net sales from prior period Year Ended December 31, 2024 Price (5 )% Volume (3 )% Currency (1 )% Portfolio — % Total change in segment net sales (9 )% Segment Net Sales Our Advanced Performance Materials segment’s net sales decreased by $136 million (or 9%) to $1.3 billion for the year ended December 31, 2024, compared with segment net sales of $1.5 billion for the same period in 2023.
Change in segment net sales from prior period Year Ended December 31, 2025 Price 3 % Volume (8 )% Currency — % Portfolio — % Total change in segment net sales (5 )% Segment Net Sales Our Advanced Performance Materials segment’s net sales decreased by $63 million (or 5%) to $1.3 billion for the year ended December 31, 2025, compared with segment net sales of $1.3 billion for the same period in 2024.
Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements . Our Revolving Credit Facility matures in October 2026. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt.
Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements . Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt.
Investing Activities We used $353 million in cash flows from our investing activities during the year ended December 31, 2024. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $360 million.
Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $360 million. Financing Activities We used $126 million in cash flows from our financing activities during the year ended December 31, 2025.
Based upon our currently executed agreements, we anticipate that our contractually obligated cash payments for raw materials and utilities will be approximately $459 million, $345 million, $208 million, $131 million and $131 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively.
Based upon our currently executed agreements, we anticipate that our contractually obligated cash payments for raw materials and utilities will be approximately $356 million, $213 million, $131 million, $131 million and $113 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively.
December 31, (Dollars in millions) 2024 2023 Balance at January 1, $ 590 $ 668 Increase in remediation accruals 70 66 Remediation payments (1) (89 ) (144 ) Balance at December 31, $ 571 $ 590 (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) 2025 2024 Balance at January 1, $ 571 $ 590 Increase in remediation accruals 123 70 Remediation payments (1) (76 ) (89 ) Balance at December 31, $ 618 $ 571 (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.
We recognized a net gain of $5 million, a net loss of $7 million and a net gain of $2 million for the years ended December 31, 2024, 2023 and 2022, respectively, within other income, net related to our non-designated foreign currency forward contracts.
We recognized a net loss of less than $1 million, a net gain of $5 million and a net loss of $7 million for the years ended December 31, 2025, 2024 and 2023, respectively, within other income, net related to our non-designated foreign currency forward contracts.
Much of this liability results from Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), Resource Conservation and Recovery Act ("RCRA"), and similar federal, state, local, and foreign laws.
Much of this liability results from Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and foreign laws.
The increase in our interest expense, net for the year ended December 31, 2024 was primarily attributable to higher interest rates on our variable rate debt, higher debt principal following issuance of new term loans in August 2023 and the 2033 Notes in November 2024.
The increase in our interest expense, net for the year ended December 31, 2025 was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following the issuance of the 2033 Notes in November 2024.
At December 31, 2024 and 2023, our consolidated balance sheets include environmental remediation liabilities of $571 million and $590 million, respectively, relating to these matters, which, as discussed in further detail below, include $351 million and $383 million, respectively, for Fayetteville.
At December 31, 2025 and 2024, our consolidated balance sheets include environmental remediation liabilities of $618 million and $571 million, respectively, relating to these matters, which, as discussed in further detail below, include $320 million and $351 million, respectively, for Fayetteville.
(3) As of December 31, 2024 and 2023, Active Remediation included $351 million and $383 million, respectively, for on-site remediation and off-site groundwater remediation at Fayetteville.
(3) As of December 31, 2025 and 2024, Active Remediation included $320 million and $351 million, respectively, for on-site remediation and off-site groundwater remediation at Fayetteville.
The next escrow payment of $50 million is expected to be made on or before September 30, 2025 and on or before September 30 of each subsequent year through and including 2028.
The next escrow payment of $50 million was expected to be made on or before September 30, 2025 and the following payments are expected on or before September 30 of each subsequent year through and including 2028.
These sites represent approximately 11% of our environmental remediation liabilities at December 31, 2024. Included in the 88 sites are 38 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 12% of our environmental remediation liabilities at December 31, 2025. Included in the 86 sites are 48 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.
(1) Number of sites does not include the 38 and 37 inactive sites for which there has been no known investigation, clean-up, or monitoring activities as of December 31, 2024 and 2023, respectively. (2) Dollars in millions.
(1) Number of sites does not include the 48 inactive sites for which there has been no known investigation, clean-up, or monitoring activities as of both December 31, 2025 and 2024. (2) Dollars in millions.
Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued. Other environmental costs are also charged to expense in the period incurred, unless they increase the value of the property or reduce or prevent contamination from future operations, in which case they are capitalized and amortized.
Other environmental costs are also charged to expense in the period incurred, unless they increase the value of the property or reduce or prevent contamination from future operations, in which case they are capitalized and amortized.

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