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What changed in Chemours Co's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Chemours Co's 2023 and 2024 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 2024 report.

+591 added−536 removedSource: 10-K (2025-02-18) vs 10-K (2024-03-27)

Top changes in Chemours Co's 2024 10-K

591 paragraphs added · 536 removed · 403 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

193 edited+72 added−52 removed257 unchanged
Biggest changeThese could adversely affect our ability to execute our future strategic decisions and our results of operations and financial condition; • Hazards associated with chemical manufacturing, storage, containment, and transportation could adversely affect our results of operations; • Our results of operations and financial condition could be seriously impacted by business disruptions and security breaches, including cybersecurity incidents; • Our operations could be materially impacted in the event of a failure of our information technology infrastructure; • The ineffectiveness of our internal control over financial reporting and disclosure controls and procedures, the existence of material weaknesses as described in Part II, Item 9A of this Annual Report on Form 10-K, and the potential for additional material weaknesses in our internal control over financial reporting in the future could result in material misstatements in our financial statements; and • We have incurred and expect to continue to incur significant expenses related to the Audit Committee Internal Review and the remediation of the material weaknesses in our internal control over financial reporting, and any resulting litigation.
Biggest changeThese could adversely affect our ability to execute our future strategic decisions and our results of operations, financial condition and cash flows; • Hazards associated with chemical manufacturing, storage, containment, and transportation could adversely affect our results of operations; • Our results of operations and financial condition could be seriously impacted by business disruptions, including environmental, weather, and natural disasters. • We participate in certain business relationships where we may be adversely impacted by the actions of the joint venture, its participants, or other partners; • Our results of operations and financial condition could be seriously impacted by business disruptions and security breaches, including cybersecurity incidents; • Our operations could be materially impacted in the event of a failure of our information technology infrastructure; • If we identify a material weakness in internal control over financial reporting, or if we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud, either of which could have a material effect on us; and • We have incurred and expect to continue to incur significant expenses related to the Audit Committee Internal Review, and any resulting litigation.
Guided by decades of innovation, we are one of the largest global producers of TiO 2 pigment, using our proprietary chloride technology, our network of manufacturing facilities allows us to efficiently and cost-effectively serve our global customer base.
Guided by decades of innovation, we are one of the largest global producers of TiO 2 pigment, using our proprietary chloride technology, and our network of manufacturing facilities allows us to efficiently and cost-effectively serve our global customer base.
As we may be required to make payments pursuant to these indemnities or under the cost-sharing provisions of the MOU, we may need to divert cash to meet those obligations, and our liquidity or financial results could be negatively affected.
As we may be required to make payments pursuant to these indemnities or under the cost-sharing provisions of the MOU, we may need to divert cash to meet those obligations, and our liquidity or financial results could be negatively affected.
Such global and regional economic conditions may be further affected by physical risks that stem from a number of root causes, including natural disasters, climate change, and/or travel-based restrictions that may be driven by geo-political activities, military actions, terrorism, and the spread of pandemics, such as the COVID-19 pandemic.
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.
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 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; • 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.
Our strategy establishes a commercial framework that allows us to focus on enhancing durable, value-oriented customer relationships, while providing customers access to a predictable and reliable supply of high-quality TiO 2 . Customers can purchase Ti-Pure TM TiO 2 either through long-term contracts or through Ti-Pure TM Flex.
Our strategy establishes a commercial framework that allows us to focus on enhancing durable, value-oriented customer relationships, while providing customers access to a predictable and reliable supply of high-quality TiO 2 . Customers can purchase Ti-Pure TM TiO 2 either through medium- to long-term contracts or through Ti-Pure TM Flex.
Our business segments conduct market trend impact assessments, continuously evaluate opportunities for existing and new products and are well-positioned to take advantage of opportunities that may arise from increased consumer demand for and/or legislation mandating or incentivizing the use of products and technologies necessary to achieve a low-carbon economy.
Our business segments conduct market trend impact assessments, continuously evaluate opportunities for existing and new products and are well-positioned to take advantage of opportunities that may arise from increased market demand for and/or legislation mandating or incentivizing the use of products and technologies necessary to achieve a low-carbon economy.
Preparedness plans pertaining to the physical- and cyber-related aspects of our business have been developed with detailed actions needed in the event of unforeseen events or severe weather. We also engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions.
Preparedness plans pertaining to the physical aspects of our business have been developed with detailed actions needed in the event of unforeseen events or severe weather. We also engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and related business interruptions.
Each of our three business segments leverage our state-of-the-art R&D facility at the Chemours Discovery Hub, a 312,000-square-foot R&D center located on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware to drive faster product development on a global scale.
Each of our three business segments leverage our state-of-the-art R&D facility, the Chemours Discovery Hub, a 312,000-square-foot R&D center located on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware to drive faster product development on a global scale.
In support of our goals and commitment to foster a diverse and inclusive environment where all employees can contribute, thrive and grow, we have several Employee Resource Groups (“ERGs”): Chemours Asian Group, Chemours Black Employee Network, Chemours Latin American Resource Organization, Chemours Pride Network, Chemours Women’s Network, Early Career Network, Veterans' Network and Chemours Native American Employee Network.
In support of our commitment to foster a diverse and inclusive environment where all employees can contribute, thrive and grow, we have several Employee Resource Groups (“ERGs”): Chemours Asian Group, Chemours Black Employee Network, Chemours Latin American Resource Organization, Chemours Pride Network, Chemours Women’s Network, Early Career Network, Chemours Veterans' Network and Chemours Native American Employee Network.
A failure to protect, defend, or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations. Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant impact on our earnings.
A failure to protect, defend, or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations. Effects of price fluctuations in energy and raw materials, our raw materials contracts, and our inability to renew such contracts, could have a significant negative impact on our earnings.
The estimated liabilities of achieving the CO and Addendum objectives consist of several components, each of which may vary significantly and may exceed the recorded reserve estimates, which could be material. 19 The Chemours Company There is also a risk that one or more of our manufacturing processes, key raw materials, or products may be found to have, or be characterized or perceived as having, a toxicological or health-related impact on the environment or on our customers or employees or unregulated emissions, which could potentially result in us incurring liability in connection with such characterization and the associated effects of any toxicological or health-related impact.
The estimated liabilities of achieving the CO and Addendum objectives consist of several components, each of which may vary significantly and may exceed the recorded reserve estimates, which could be material. 20 The Chemours Company There is also a risk that one or more of our manufacturing processes, key raw materials, or products may be found to have, or be characterized or perceived as having, a toxicological or health-related impact on the environment or on our customers or employees or unregulated emissions, which could potentially result in us incurring liability in connection with such characterization and the associated effects of any toxicological or health-related impact.
In March 2024, two putative class actions were filed in Delaware federal court against the Company and former officers of the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.
In March 2024, two putative class actions were filed in Delaware federal court against us and former officers of the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.
The terms relate to, among other things, the allocation of assets, liabilities, rights, and obligations, including the provision of products and services and the sharing and operation of property, manufacturing, office, and laboratory sites, and other commercial rights and obligations between us and EID. 21 The Chemours Company 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.
The terms relate to, among other things, the allocation of assets, liabilities, rights, and obligations, including the provision of products and services and the sharing and operation of property, manufacturing, office, and laboratory sites, and other commercial rights and obligations between us and EID. 22 The Chemours Company 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.
While our ongoing personnel practices identify a succession process for our key employees, we cannot guarantee the effectiveness of this process, the continuity of highly-qualified individuals serving in all of our key positions at particular moments in time, and/or the completeness of any knowledge transfer at the time of succession, including its impacts on our general operations and on our internal control over our financial reporting. 35 The Chemours Company We may experience a disruption of our business activities and our business could be adversely affected due to senior management transitions.
While our ongoing personnel practices identify a succession process for our key employees, we cannot guarantee the effectiveness of this process, the continuity of highly-qualified individuals serving in all of our key positions at particular moments in time, and/or the completeness of any knowledge transfer at the time of succession, including its impacts on our general operations and on our internal control over our financial reporting. 36 The Chemours Company We may experience a disruption of our business activities and our business could be adversely affected due to senior management transitions.
To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials, and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. 24 The Chemours Company When possible, we have purchased, and we plan to continue to purchase, raw materials, including titanium-bearing ores and fluorspar, through negotiated medium-term or long-term contracts to minimize the impact of price fluctuations.
To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials, and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. 25 The Chemours Company When possible, we have purchased, and we plan to continue to purchase, raw materials, including titanium-bearing ores and fluorspar, through negotiated medium-term or long-term contracts to minimize the impact of price fluctuations.
We have had several unplanned senior management changes recently, including our then-Chief Executive Officer, then-Chief Financial Officer, and then-Controller being placed on administrative leave in February 2024, and the appointment of our current Chief Executive Officer and Interim Chief Financial Officer.
We have had several unplanned senior management changes recently, including our then-Chief Executive Officer, then-Chief Financial Officer, and then-Controller being placed on administrative leave in February 2024, and the appointment of our current Chief Executive Officer and Chief Financial Officer.
Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities. 26 The Chemours Company We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, MOU escrow funding requirements, capital expenditures, and ongoing operations.
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.
Refer to "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 18 The Chemours Company We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity.
Refer to "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 19 The Chemours Company We are subject to extensive environmental and health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, and that may result in significant additional compliance costs or obligations, which in either case, could reduce our profitability or liquidity.
While we endeavor to provide adequate protection for the safe-handling of these materials, issues could be created by various events, including unforeseen accidents or defects, natural disasters, severe weather events, acts of sabotage, military actions, terrorism, and performance by third parties, including tenants at certain of our manufacturing facilities, and, as a result, we could face the following potential hazards, among others: • piping and storage tank leaks and ruptures; • mechanical failure; • employee exposure to hazardous substances; • fires and explosions; and, • chemical spills and other discharges or releases of toxic or hazardous substances or gases.
While we endeavor to provide adequate protection for the safety of our employees and the safe-handling of these materials, issues could be created by various events, including unforeseen accidents or defects, natural disasters, severe weather events, acts of sabotage, employees malfeasance, military actions, terrorism, and performance by third parties, including tenants at certain of our manufacturing facilities, and, as a result, we could face the following potential hazards, among others: • piping and storage tank leaks and ruptures; • mechanical failure; • employee exposure to hazardous substances; • fires and explosions; and, • chemical spills and other discharges or releases of toxic or hazardous substances or gases.
A dedicated logistics team, along with external partners, works to optimize the assignment of our transportation equipment for each product line and geographic region to maximize utilization and flexibility of the supply chain. Customers Our Advanced Performance Materials segment serves approximately 1,100 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades.
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.
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 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. 17 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; • 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.
These reports are made available, without charge, as soon as it is reasonably practicable after we file or furnish them electronically with the SEC at http://www.sec.gov. 15 The Chemours Company I tem 1A. RISK FACTORS Our operations could be affected by various risks, many of which are beyond our control.
These reports are made available, without charge, as soon as it is reasonably practicable after we file or furnish them electronically with the SEC at http://www.sec.gov. 16 The Chemours Company I tem 1A. RISK FACTORS Our operations could be affected by various risks, many of which are beyond our control.
A dedicated logistics team along with external partners continually assess and optimize the assignment of our transportation equipment for each product line and geographic region to maximize utilization and maintain an efficient supply chain. 7 The Chemours Company Customers Globally, we serve approximately 500 customers through our Titanium Technologies segment.
A dedicated logistics team along with external partners continually assess and optimize the assignment of our transportation equipment for each product line and geographic region to maximize utilization and maintain an efficient supply chain. 9 The Chemours Company Customers Globally, we serve approximately 500 customers through our Titanium Technologies segment.
Our success depends on our ability to attract, retain and motivate key employees, and to identify and develop high-performing talented personnel to succeed our senior management and other key employees.
Our success depends on our ability to attract, retain and motivate employees, and to identify and develop high-performing talented personnel to succeed our senior management and other key roles.
The scope of the review included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company’s practices for managing working capital, including the related impact on metrics within the Company’s incentive plans, certain non-GAAP metrics included in filings made with the SEC or otherwise publicly released, and related disclosures.
The scope of the review included the processes for reviewing reports made to the Chemours Ethics Hotline, our practices for managing working capital, including the related impact on metrics within our incentive plans, certain non-GAAP metrics included in filings made with the SEC or otherwise publicly released, and related disclosures.
In 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 insure 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 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.
Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets, our ability to fund and successfully develop, manufacture, and market products in such changing end-use markets, and our ability to adapt to changing regulations including climate change related regulations.
Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets, our ability to fund and successfully develop, manufacture, and market products in such changing end-use markets, and our ability to adapt to changing regulations including climate change or environmental related regulations.
The EU Emission Trading System applies to our operating sites in that region. Furthermore, U.S. political administration could lead to additional federal regulation with respect to GHG emissions limits and/or other legislation that could impact our operations.
The EU Emission Trading System applies to our operating sites in that region. Furthermore, U.S. political administration could lead to changes to federal regulation with respect to GHG emissions limits and/or other legislation that could impact our operations.
In 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 insure 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, 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; 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.
In 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.
On March 13, 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels (MCL’s) for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds.
In March 2023, EPA proposed a NPDWR to establish Maximum Contaminant Levels (MCL’s) for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion – (“ppt”)) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds.
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 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.
Co-products of our mining operations, which comprised less than 5% of our total net sales in Titanium Technologies during 2023, include zircon (zirconium silicate) and staurolite minerals. We are a major supplier of high-quality calcined zircon in North America, primarily focused on the precision investment casting industry, foundry, specialty applications, and ceramics.
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.
Risks Related to Our Business Performance Operating as a multi-national corporation presents risks associated with global and regional economic downturns and global capital market conditions, as well as risks resulting from changes to regional regulatory requirements (including environmental standards).
Risks Related to Our Business Performance Operating as a multi-national corporation presents risks associated with global and regional economic, political and global capital market conditions, as well as risks resulting from changes to regional regulatory requirements (including environmental standards).
Our mines provide us with low-cost, high-quality domestic ilmenite ore feedstock and currently supply less than 15% of our ore feedstock needs, with expansion options that could further increase our in-sourced raw material base.
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.
The Company issued Current Reports on Form 8-K related to the Audit Committee Internal Review, including announcing the administrative leave determinations, announcing the appointment of a new CEO and Interim CFO, and providing a general update on the review.
We issued Current Reports on Form 8-K related to the Audit Committee Internal Review, including announcing the administrative leave determinations, announcing the appointment of a new CEO and Interim CFO, and providing a general update on the review.
In addition to the general risks associated with operating in the global economy, our revenue and profitability are largely dependent on the TiO 2 pigment industry and the industries that are the end-users of our refrigerants and fluoropolymers.
In addition to the general risks associated with operating in the global economy and political conditions, our revenue and profitability are largely dependent on the TiO 2 pigment industry and the industries that are the end-users of our refrigerants and fluoropolymers.
These could adversely affect our ability to execute our future strategic decisions and our results of operations and financial condition. One of the ways we may improve our business is through the expansion or improvement of our facilities.
These could adversely affect our ability to execute our future strategic decisions and our results of operations, financial condition and cash flows. One of the ways we may improve our business is through the expansion or improvement of our facilities.
These measures have historically been in place, and such activities and associated costs are driven by normal operational preparedness. However, there can be no assurance that such measures will be effective for a particular event that we may experience. 29 The Chemours Company Our operations could be materially impacted in the event of a failure of our information technology infrastructure.
These measures have historically been in place, and such activities and associated costs are driven by normal operational preparedness. However, there can be no assurance that such measures will be effective for a particular event that we may experience. Our operations could be materially impacted in the event of a failure of our information technology infrastructure.
If, as a result, our ability to access capital when needed becomes constrained, our interest costs could increase, which could have material adverse effect on our results of operations, financial condition, and cash flows. 32 The Chemours Company The agreements governing our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
If, as a result, our ability to access capital when needed becomes constrained, our interest costs could increase, which could have material adverse effect on our results of operations, financial condition, and cash flows. The agreements governing our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
The Audit Committee completed its planned procedures with respect to its review and its findings determined that the Company’s then-Chief Executive Officer ("CEO"), then-Chief Financial Officer ("CFO"), and then-Controller engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors and accelerate the collection of receivables, in part to meet free cash flow targets that the Company had communicated publicly, and which also would be part of a key metric for determining incentive compensation applicable to executive officers.
The Audit Committee completed its planned procedures with respect to its review and its findings determined that our then-Chief Executive Officer ("CEO"), then-Chief Financial Officer ("CFO"), and then-Controller engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors and accelerate the collection of receivables, in part to meet free cash flow targets that we had communicated publicly, and which also would be part of a key metric for determining incentive compensation applicable to executive officers.
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.
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.
In our Thermal & Specialized Solutions segment, global regulations driving the phase-down of HFCs, including the EU’s F-Gas Directive, the EU’s Mobile Air Conditioning Directive, and the AIM Act in the US, promote the adoption and sale of our high performing Opteon™ products, which have lower GWP and zero ozone-depletion footprint.
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.
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.
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.
Refer to Part II , Item 9A of this Annual Report on Form 10-K and "Note 2 – Basis of Presentation" and "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 22 The Chemours Company 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.
Refer to Part II , Item 9A of this Annual Report on Form 10-K and "Note 2 – Basis of Presentation" and "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements for further details related to these matters. 23 The Chemours Company 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.
Risks Related to Our Indebtedness • Our current level of indebtedness could adversely affect our financial condition or liquidity, and we could have difficulty fulfilling our obligations under our indebtedness, which may have a material adverse effect on us; • Despite our current level of indebtedness, we may incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above; • We may need additional capital in the future and may not be able to obtain it on favorable terms; • The agreements governing our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions; • Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly; and • Adverse developments affecting the financial markets, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition, or results of operations.
Risks Related to Our Indebtedness • Our current level of indebtedness could adversely affect our financial condition or liquidity, and we could have difficulty fulfilling our obligations under our indebtedness, which may have a material adverse effect on us; • Despite our current level of indebtedness, we may incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above; • We may need additional capital in the future and may not be able to obtain it on favorable terms, or at all; • The agreements governing our indebtedness restrict our current and future operations, particularly our ability to respond to changes or to take certain actions; • Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly; and • Adverse developments affecting the financial markets and currency exchange rates, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition, results of operations, or cash flows.
We cannot guarantee the timing or amount of our dividends and/or our share repurchases, which are subject to a number of uncertainties that may affect the price of our common stock.
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.
We operate three TiO 2 pigment production facilities: two in the U.S. and one in Mexico. In total, we have a TiO 2 pigment nameplate capacity of approximately 1.1 million metric tons per year. In addition, we have a large-scale repackaging and distribution facility in Belgium.
We operate three TiO 2 pigment production facilities: two in the U.S. and one in Mexico. In total, we have a TiO 2 pigment nameplate capacity of approximately 1.1 million metric tons per year. In addition, our network includes a large-scale repackaging and distribution facility in Belgium.
The demand for products in the economically sensitive advanced materials portfolio is tied to the cyclicality of key end markets, such as industrial, chemical processing, consumer goods, and transportation, and is expected to grow in line with GDP.
The demand for products in the economically sensitive advanced materials portfolio is tied to regulatory developments, as well as the cyclicality of key end markets, such as industrial, chemical processing, consumer goods, and transportation, and is expected to grow in line with GDP.
We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include titanium dioxide (“TiO 2 ”) pigment, refrigerants, industrial fluoropolymer resins, and performance chemicals and intermediates.
We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including refrigeration and air conditioning, paints and coatings, plastics, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include refrigerants, titanium dioxide (“TiO 2 ”) pigment and industrial fluoropolymer resins.
At December 31, 2023, together with the guarantors, we had approximately $1.5 billion of indebtedness outstanding under our senior secured credit facilities, and a net $852 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, 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”).
In connection with the Audit Committee Internal Review, we have received requests from former members of senior management under such indemnification agreements and our bylaws to provide advances of funds for legal fees and other expenses, and we expect additional requests in connection with the Audit Committee Internal Review and any future related litigation.
In connection with the Audit Committee Internal Review, we have received requests from former members of senior management under such indemnification agreements and our bylaws to provide advances of funds for legal fees and other expenses, and we expect additional requests in connection with the Audit Committee Internal Review and any future related litigation, which could be significant.
In addition, we may not achieve the expected benefits associated with new products developed to meet new laws, regulations, or enforcements if the implementation of such laws, regulations, or enforcements is delayed, and we may face competition from illegal or counterfeit products in regulated markets. 25 The Chemours Company If our long-lived assets, including goodwill, become impaired, we may be required to record a significant charge to earnings.
In addition, we may not achieve the expected benefits associated with new products developed to meet new laws, regulations, or enforcements if the implementation of such laws, regulations, or enforcements is delayed, and we may face competition from illegal or counterfeit products in regulated markets. 26 The Chemours Company If our long-lived assets, including goodwill, become impaired, we may be required to record significant charges to earnings.
We sell our products through direct and indirect channels, and the duration of our selling agreements vary by product line and markets served. 10 The Chemours Company Our Advanced Performance Materials segment maintains a limited fleet of railcars, tank trucks, containers, and totes to deliver our products and support our supply chain needs.
We sell our products through direct and indirect channels, and the duration of our selling agreements vary by product line and markets served. Our Advanced Performance Materials segment maintains a fleet of railcars, tank trucks, containers, and totes to deliver our products and support our supply chain needs.
As discussed below, we are a named defendant and/or cost-sharing and defending DuPont, Corteva, and EID (together, the “DuPont Indemnitees”) in litigation related to the production and use of perfluorooctanoic acids and its salts, including the ammonium salt (“PFOA”); hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”); Aqueous Film Forming Foam (“AFFF”); per- and polyfluoroalkyl substances (“PFAS”); and other compounds.
As discussed below, we are a named defendant and/or cost-sharing and defending DuPont, Corteva, and EID (together, the “DuPont Indemnitees”) in litigation related to the production and use of per- and polyfluoroalkyl substances ("PFAS"), including perfluorooctanoic acids and its salts, including the ammonium salt (“PFOA”); hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”) and other compounds; and products that are manufactured or use such compounds, including Aqueous Film Forming Foam (“AFFF”).
For the year ended December 31, 2023, our voluntary attrition percentage was approximately 7%. Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934 (the “Exchange Act”). Consequently, we are required to file reports and information with the U.S.
For the year ended December 31, 2024, our voluntary attrition percentage was approximately 8%. Available Information We are subject to the reporting requirements under the Securities Exchange Act of 1934 (the “Exchange Act”). Consequently, we are required to file reports and information with the U.S.
Advanced Performance Materials will benefit long-term from secular growth in clean energy and advanced electronics. Industry Overview and Competitors Our Advanced Performance Materials segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific.
Advanced Performance Materials will benefit long-term from secular growth in clean energy and advanced electronics. 10 The Chemours Company Industry Overview and Competitors Our Advanced Performance Materials segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific.
We also operate mineral sands mining and/or separation operations in Starke, Florida, Nahunta, Georgia, Jesup, Georgia and Offerman, Georgia. 5 The Chemours Company We are one of a limited number of manufacturers operating a chloride process to produce TiO 2 pigment.
We also operate mineral sands mining and/or separation operations in Starke, Florida, Nahunta, Georgia, Jesup, Georgia and Offerman, Georgia. We are one of a limited number of manufacturers operating a chloride process to produce TiO 2 pigment.
No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2023.
No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2024.
The effects of the COVID-19 pandemic continue to evolve, and have the potential to have a material adverse impact on our business operations, results of operations, financial condition, and cash flows, and may also exacerbate our other risks, as described within this Item 1A – Risk Factors , any of which could have a material effect on us, including among other things, risks associated with our indebtedness, such as available capacity and compliance with debt covenants, risks related to the adequacy of our cash flows and earnings or other conditions which may affect our liquidity, and risks related to our ongoing ability to pay dividends and repurchase common stock.
The effects of any significant health crisis have the potential to have a material adverse impact on our business operations, results of operations, financial condition, and cash flows, and may also exacerbate our other risks, as described within this Item 1A – Risk Factors , any of which could have a material effect on us, including among other things, risks associated with our indebtedness, such as available capacity and compliance with debt covenants, risks related to the adequacy of our cash flows and earnings or other conditions which may affect our liquidity, and risks related to our ongoing ability to pay dividends and repurchase common stock.
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.
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.
Notwithstanding our current level of indebtedness, we may incur significant additional indebtedness in the future, including additional secured indebtedness (including the $900 million maximum capacity under the Revolving Credit Facility) that would be effectively senior to our outstanding notes.
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.
These or other governmental inquiries or lawsuits could lead to us incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our sites, such as the Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) or otherwise.
These or other governmental inquiries or lawsuits could lead to us incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our sites, such as Fayetteville, Dordrecht Works in Dordrecht, Netherlands or otherwise.
Seasonality The demand for TiO 2 pigment is subject to seasonality due to the influence of weather conditions and holiday seasons on some of our applications, such as decorative coatings. As a result, our TiO 2 pigment sales volume is typically lowest in the first quarter, highest in the second and third quarters, and moderate in the fourth quarter.
Seasonality The demand for TiO 2 pigment is subject to seasonality due to the influence of weather conditions and holiday seasons on some of our applications, such as decorative coatings. As a result, our TiO 2 pigment sales volume is typically highest in the second and third quarters.
We believe that our proprietary chloride technology enables us to design and operate plants at a much higher capacity than other chloride technology-based TiO 2 pigment producers and, uniquely utilize a broad spectrum of titanium-bearing ore feedstocks.
We believe that our proprietary chloride technology enables us to design and operate plants at a much higher capacity than other chloride technology-based TiO 2 pigment producers, uniquely utilize a broad spectrum of titanium-bearing ore feedstocks, and deliver industry-leading batch-to-batch consistency.
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, and enabling vehicle electrification and the shift to hydrogen-powered vehicles.
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.
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.
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.
Our Krytox™-branded lubricants are used in a broad range of industrial applications, including bearings, automotive friction management, and electric motors. Nafion™ membranes are critical components in chlor-alkali processing and flow batteries, as well as the hydrogen electrolyzers and fuel cells which underpin the hydrogen economy.
Our Krytox™-branded lubricants are used in a broad range of industrial applications, including bearings, automotive friction management, and electric motors. Nafion™ membranes are critical components in chlor-alkali processing and flow batteries, as well as the hydrogen electrolyzers and fuel cells which underpin the hydrogen economy. In 2023, we launched operations at THE Mobility F.C.
We are currently a leader in the development of sustainable technologies like Opteon TM , one of the world’s lowest global warming potential (“GWP”) refrigerant brands, as governments around the world pass laws and regulations that make the use of low GWP refrigerants a requirement.
We are currently a leader in the development of sustainable technologies like Opteon TM , one of the world’s lowest global warming potential (“GWP”) refrigerant brands, as governments around the world pass laws and regulations that make the use of low GWP refrigerants a requirement. In our Titanium Technologies segment, we are a leading, global provider of TiO 2 pigment.
In 2023, our 10 largest Titanium Technologies customers accounted for approximately 43% of the segment’s net sales, and one Titanium Technologies customer represented more than 10% of the segment’s net sales. Our larger customers are typically served through direct sales and tend to have medium-term to long-term contracts.
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 2022, we announced our plan to expand our Opteon™ YF capacity at our Corpus Christi, Texas facility by approximately 40% to help meet customer needs as they continue to transition to lower GWP refrigerants. Mechanical completion of this expansion plan is expected in late 2024.
In 2022, we announced our plan to expand our Opteon™ YF capacity at our Corpus Christi, Texas facility by approximately 40% to help meet customer needs as they continue to transition to lower GWP refrigerants. Mechanical completion of this expansion plan was completed in the fourth quarter of 2024.
We have a significant amount of long-lived assets on our consolidated balance sheets. Under GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment on October 1 of each year, or more frequently if required.
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.
Industry Overview and Competitors Overall demand for TiO 2 pigment is highly correlated to growth in the global residential housing, commercial construction, and packaging markets. In the long-run, industry demand for TiO 2 pigment is generally expected to grow proportionately with global GDP growth. We continue to experience customers’ preference for high-quality Ti-Pure TM offerings.
Industry Overview and Competitors Overall demand for TiO 2 pigment is highly correlated to growth in the global residential housing, commercial construction, and packaging markets. We continue to experience customers’ preference for high-quality Ti-Pure TM offerings.
These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole.
These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole, which could result in potential impairments of assets.
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 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 a significant charge 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 • 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. 16 The Chemours Company 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.
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.
We believe, with our Titanium Technologies Transformation Plan (further described below), we are well positioned as one of the lowest-cost high-quality TiO 2 pigment producers. At the same time, our unique go-to-market strategy provides our customers with three differentiated channels to buy Ti-Pure™ TiO 2 .
We believe our Titanium Technologies Transformation Plan (further described below), which supports our Pathway to Thrive corporate strategy, positions us as one of the lowest-cost high-quality TiO 2 pigment producers. At the same time, our unique go-to-market strategy provides our customers with three differentiated channels to buy Ti-Pure™ TiO 2 .
The Audit Committee Internal Review determined that there was a lack of transparency with the Company's board of directors by the members of senior management who were engaging in these actions, and that these actions violated the Chemours Code of Ethics for the CEO, CFO, and the Controller. As a result, these individuals were placed on administrative leave.
The Audit Committee Internal Review determined that there was a lack of transparency with our board of directors by the members of senior management who were engaging in these actions, and that these actions violated the Chemours Code of Ethics for the CEO, CFO, and the Controller. As a result, these individuals are no longer with the Company.
Chemours is cooperating with requests for information by the SEC and the United States Attorney’s Office for the Southern District of New York concerning the results of the Audit Committee Internal Review and the Company’s SEC filings in respect of that review.
Chemours is cooperating with requests for information by the SEC and the United States Attorney’s Office for the Southern District of New York concerning the results of the Audit Committee Internal Review and our SEC filings and in June 2024 received a subpoena from the SEC in respect of that review.
We saw robust demand in the first half of 2022, followed by a rapid market decline in the second half of 2022 as pigment demand declined below the long-term GDP trend. This low demand environment continued through 2023 as global economic uncertainties persisted. We anticipate 2024 global demand for TiO 2 pigment to increase modestly relative to 2023 levels.
We saw robust demand in the first half of 2022, followed by a rapid market decline in the second half of 2022 as pigment demand declined below the long-term GDP trend. This low demand environment continued through 2023 and 2024 as global economic uncertainties persisted.
Our Advanced Performance Materials products are sold under the brand names Teflon™, Viton™, Krytox™, and Nafion™, 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. Viton™ fluoroelastomers are used in automotive, consumer electronics, chemical processing, oil and gas, petroleum refining and transportation, and aircraft and aerospace applications.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeMartinko , age 56, serves as our President – Thermal & Specialized Solutions. Mr. Martinko was appointed to this role in July, 2023. Mr. Martinko joined Chemours in 2015 and served as Global Business and Marketing Director – Opteon™ products from 2015 to 2019 and Senior Business Director, Americas, from 2019 to 2023. Previously, Mr.
Biggest changeMartinko joined Chemours in 2015 and served as Global Business and Marketing Director – Opteon™ products from 2015 to 2019 and Senior Business Director, Americas, from 2019 to 2023. Previously, Mr. Martinko worked at EID in various roles in the fluorochemicals business including North America General Manager and various Global sales, business and marketing roles in Fluoroproducts. Mr.
Production Facilities Region Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Shared Locations North America DeLisle, Mississippi New Johnsonville, Tennessee Jesup, Georgia (Mine) (1) Nahunta, Georgia (Mine) (1) Offerman, Georgia (Mineral Separation) Starke, Florida (Mine & Mineral Separation) Corpus Christi, Texas El Dorado, Arkansas (1) LaPorte, Texas (1) Louisville, Kentucky (1) Deepwater, New Jersey Elkton, Maryland (1) Fayetteville, North Carolina Louisville, Kentucky Parlin, New Jersey (1) Washington, West Virginia Belle, West Virginia (3) Europe, the Middle East, and Africa Mechelen, Belgium Villers St.
Production Facilities Region Thermal & Specialized Solutions Titanium Technologies Advanced Performance Materials Shared Locations North America Corpus Christi, Texas El Dorado, Arkansas (1) LaPorte, Texas (1) Louisville, Kentucky (1) DeLisle, Mississippi New Johnsonville, Tennessee Jesup, Georgia (Mine) (1) Nahunta, Georgia (Mine) (1) Offerman, Georgia (Mineral Separation) Starke, Florida (Mine & Mineral Separation) Deepwater, New Jersey Elkton, Maryland (1) Fayetteville, North Carolina Louisville, Kentucky Parlin, New Jersey (1) Washington, West Virginia Belle, West Virginia (3) Europe, the Middle East, and Africa Mechelen, Belgium Villers St.
Technical Centers Region Titanium Technologies Thermal & Specialized Solutions Advanced Performance Materials Shared Locations North America Newark, Delaware (1) (4) Wilmington, Delaware (1) (3) Europe, the Middle East, and Africa Kallo, Belgium (1) Meyrin, Switzerland (1) (3) Latin America Mexico City, Mexico (1) Asia Pacific Shimizu, Japan (2) Shanghai, China (1) (4) (1) Site is leased from a third party.
Technical Centers Region Thermal & Specialized Solutions Titanium Technologies Advanced Performance Materials Shared Locations North America Newark, Delaware (1) (4) Wilmington, Delaware (1) (3) Europe, the Middle East, and Africa Kallo, Belgium (1) Meyrin, Switzerland (1) (3) Latin America Mexico City, Mexico (1) Asia Pacific Shimizu, Japan (2) Shanghai, China (1) (4) (1) Site is leased from a third party.
(2) Site with joint venture equity affiliates. (3) Shared site between the Thermal & Specialized Solutions and Advanced Performance Materials segments. (4) Shared site between the Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials segments. Our plants and equipment are maintained in good operating condition.
(2) Site with joint venture equity affiliates. (3) Shared site between the Thermal & Specialized Solutions and Advanced Performance Materials segments. (4) Shared site between the Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials segments. Our plants and equipment are maintained in good operating condition.
LEGAL PROCEEDINGS Legal Proceedings We are subject to various legal proceedings, including, but not limited to, product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental and regulatory, anti-trust, and other such matters that arise in the ordinary course of business.
LEGAL PROCEEDINGS We are subject to various legal proceedings, including, but not limited to, product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental and regulatory, anti-trust, and other such matters that arise in the ordinary course of business.
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 the Company’s 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 the confidence of our customers, business partners and other stakeholders; and • providing appropriate public disclosure of cybersecurity risks and incidents, when required.
Paul, France (1) Dordrecht, Netherlands (4) Latin America Altamira, Mexico Barueri, Brazil (1) Manaus, Brazil (1) Monterrey, Mexico (1) Asia Pacific (5) Chiba, Japan (2) Shimizu, Japan (2) Sichuan, China (2) Changshu, China (2) (4) (1) Site is leased from a third party. (2) Site with joint venture equity affiliates.
Paul, France (1) Dordrecht, Netherlands (4) Latin America Barueri, Brazil (1) Manaus, Brazil (1) Monterrey, Mexico (1) Altamira, Mexico Asia Pacific Chiba, Japan (2) Shimizu, Japan (2) Sichuan, China (2) Changshu, China (2) (4) (1) Site is leased from a third party. (2) Site with joint venture equity affiliates.
We believe that we have sufficient production capacity for our primary products to meet demand in 2024. 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 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.
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. Joseph T.
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.
Previously, she worked at EID in various roles, including Director of Global Supply Chain – Fluoroproducts, from 2013 to 2014; Global Business Manager of Sulfur Products, from 2009 to 2013; and Global Sales Manager of Clean Technologies from 2007 to 2009. Ms. Dignam joined EID in 1988 as a design engineer. Matthew S.
Previously, she worked at EID in various roles, including Director of Global Supply Chain – Fluoroproducts, from 2013 to 2014; Global Business Manager of Sulfur Products, from 2009 to 2013; and Global Sales Manager of Clean Technologies from 2007 to 2009. Ms. Dignam joined EID in 1988 as a design engineer.
The current CISO has more than six 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.
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.
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. Chemours educates its employees and contractors annually on cyber risks and prevention, monthly using online situational awareness training, active employee engagement, and ongoing phishing simulations.
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.
The Chief Information Security Officer (“CISO”) is the Chemours executive principally responsible for managing and maintaining the Program, is accountable for managing risk, ensuring that the organization’s security posture is aligned with its business objectives, and providing timely updates to senior management on such efforts. The CISO reports to the Interim Enterprise Transformation Leader.
The Chief Information Security Officer (“CISO”) is the Chemours executive principally responsible for managing and maintaining the Program , is accountable for managing risk, ensuring that the organization’s security posture is aligned with its business objectives, and providing timely updates to senior management on such efforts. The CISO reports to the Chief Information Officer.
Denise Dignam , age 58, serves as our President and Chief Executive Officer. Ms. Dignam was appointed Chief Executive Officer in March 2024. Ms.
Denise Dignam , age 59, serves as our President and Chief Executive Officer. Ms. Dignam was appointed Chief Executive Officer in March 2024. Ms.
We also maintain stand-alone technical centers to serve our customers and provide technical support. 37 The Chemours Company The following chart sets forth our stand-alone technical centers at December 31, 2023.
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 production facilities at December 31, 2023.
The following chart sets forth our production facilities at December 31, 2024.
These measures have historically been in place, and these activities and associated costs are driven by normal operational preparedness. 38 The Chemours Company It em 3.
These measures have historically been in place, and these activities and associated costs are driven by normal operational preparedness. It em 3.
The results of any cyber risk assessments, audits, and reviews are reported to the Audit Committee and the board of directors, and the Company adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by the assessments, audits and reviews.
The results of any cyber risk assessments, audits, and reviews are reported to the Audit Committee and, ultimately, the board of directors, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by the assessments, audits and reviews.
(3) Shared site between the Thermal & Specialized Solutions and Other segments. (4) Shared site between the Thermal & Specialized Solutions and Advanced Performance Materials segments. (5) Excludes the Kuan Yin, Taiwan production facility that was fully shut-down during the fourth quarter of 2023. 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.
Item 1C. CYBERSECURITY Chemours recognizes the critical importance of maintaining a cybersecurity program to provide a secure and reliable computing environment protecting the Company’s information, systems and assets and to enable our digital transformation goals.
Item 1C. CYBERSECURITY Chemours recognizes the critical importance of maintaining a cybersecurity program to provide a secure and reliable computing environment protecting our information, systems and assets and to enable our digital transformation goals. Our cyber and information security program (the “Program”) is based upon standards published by the National Institute of Standards and Technology (“NIST”) in their Cybersecurity Framework.
Scarborough held a variety of corporate communications and marketing communications positions with increasing responsibility across brand development, corporate reputation, media relations, employee communications, and digital marketing. Ms.
Scarborough 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.
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.
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. Kristine Wellman , age 54, 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.
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.
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.
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.
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, and other exercises focused on evaluating the effectiveness of the Program. 36 The Chemours Company The Audit Committee is central to the board of directors' oversight of cybersecurity and regularly meets with the CISO to review and discuss cybersecurity risks, the status of ongoing cyber initiatives and strategies, incident reports and learnings, as well as key performance indicators.
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.
Gerardo Familiar , age 48, 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 49, serves as our President – Advanced Performance Materials. Mr. Familiar was appointed to this role in March 2023. Mr.
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 Ron Charles , age 54, serves as our Senior Vice President, People and Environmental and Health & Safety and was appointed to the role in October 2023. Mr.
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.
Removed
Our cyber and information security program (the “Program”) is based upon standards published by the National Institute of Standards and Technology (“NIST”) in their Cybersecurity Framework.
Added
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.
Removed
We manage the cybersecurity risk under our Enterprise Risk Management (“ERM”) program, where we assess key risks within the Company. The board of directors is responsible for oversight of the Company’s enterprise risk management and is informed of the risks associated with cybersecurity through periodic ERM updates.
Added
The Audit Committee regularly meets with the CISO to review and discuss cybersecurity risks, the status of ongoing cyber initiatives and strategies, incident reports and learnings, as well as key performance indicators.
Removed
Information regarding certain of these matters is set forth below and in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements . In the foregoing, we have excluded matters that we expect to result in sanctions of less than $1 million, if any.
Added
Discussion of all legal and environmental proceedings is incorporated by reference from Part II, Item 8, "Note 22 - Commitments and Contingent Liabilities” of this document, and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” It em 4.
Removed
Litigation PFOA and PFAS: Environmental and Litigation Proceedings For purposes of this report, the term “PFOA” means, collectively, perfluorooctanoic acid and its salts, including the ammonium salt, and does not distinguish between the two forms. The term “PFAS” means per- and polyfluoroalkyl substances.
Added
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.
Removed
Information related to these and other litigation matters, including actions related to Fayetteville, is included in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements .
Added
Hostetter previously served as Quaker Houghton's Senior Vice President, Chief Financial Officer from April 2021 through February 2023. Prior to that role, he served as Vice President, Finance and Chief Accounting Officer from August 2019 until April 2021, and Global Controller and Principal Accounting Officer from September 2014 until July 2019. Prior to Quaker Houghton, Mr.
Removed
Environmental Proceedings Dordrecht, Netherlands In May 2020, we were notified of an alleged criminal offense related to the Netherlands’ Environmental Management Act and the Working Conditions Decree, regarding the use of PFOA during the pre-spin time period of June 1, 2008 to December 31, 2012. The investigation was initiated in the first quarter of 2016 by a public prosecutor.
Added
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.
Removed
We believe that we have complied with all relevant laws, and we are in contact with the prosecutor. 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.
Added
Picho has been appointed to serve as our Chief Enterprise Enablement Officer, with an effective date of March 3, 2025. Ms.
Removed
Due to a reporting error, our Dordrecht Works facility exceeded its allocated or transferred quota of hydrofluorocarbons within the European market over several years. We implemented improvements to our reporting procedures and operated within the allocated quota. We paid a fine in the fourth quarter of 2022.
Added
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.
Removed
Fayetteville, North Carolina In February 2019, we received a Notice of Violation (“NOV”) from EPA alleging certain TSCA violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. For this NOV, we responded to EPA in March 2019.
Added
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.
Removed
We are in discussion with EPA regarding PFAS-related allegations at our sites, including the February 2019 NOV, and at this time management believes that a loss is possible but not estimable. We have also received NOVs from the NC DEQ following entry of the CO, including in April 2020, January 2021, and August 2021, alleging violations relating to Fayetteville.
Added
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.
Removed
We have responded to these matters and in April 2022 entered into a settlement agreement with NC DEQ with respect to the August 2021 NOV. We do not believe that a loss is probable related to the matters in the other NOVs.
Added
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.
Removed
Further discussion related to these matters is included under the heading “Fayetteville Works, Fayetteville, North Carolina” in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements . It em 4.
Added
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.
Removed
Abbott , age 48, serves as our Interim Chief Financial Officer and Senior Vice President, Chief Enterprise Transformation Officer, with responsibility for Finance, Enterprise Capital Projects and Engineering Technology, Information Technology, Cyber Security, Digital and Data Analytics and Procurement. Mr.
Removed
Abbott was appointed as Interim Chief Financial Officer in February 2024 and has served as Chief Enterprise Transformation Officer since June 2023. Mr.
Removed
Abbott joined Chemours in 2017 and has served as Chemours' Vice President, Digital and Data Analytics Leader from 2021 to 2023 where he was central to designing digital strategies to accelerate Chemours’ journey to becoming a data-driven organization.
Removed
Past roles included Vice President, Chief Accounting Officer and Controller from 2019 to 2021; and Vice President and Chief Audit Executive from 2017 to 2019. Prior to joining Chemours, Mr. Abbott was a Partner at PricewaterhouseCoopers LLP ("PwC") for five years, with nearly twenty total years of experience serving PwC's industrial products and high-technology clients. Diane I.
Removed
Picho , age 63, serves as our Interim President – Titanium Technologies. Ms. Picho was appointed to this role in March 2024. Ms.
Removed
Martinko worked at EID in various roles in the fluorochemicals business including North America General Manager and various Global sales, business and marketing roles in Fluoroproducts. 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.
Removed
Charles joined Chemours in October 2017 and has held several positions within the company throughout his tenure. From 2022 to 2023, Mr. Charles served as Vice President – Talent & Culture and Global Human Resources Business Partner (HRBP) for Advance Performance Materials.
Removed
Additionally, he served as Vice President – Global Labor Relations and Global HRBP for Titanium Technologies from 2017 to 2022 where he led the people aspects of mergers and divestitures. Mr. Charles joined Chemours from Phillips 66, where he served as a Human Resources Manager for the multinational energy company from 2014 to 2017.
Removed
Prior to Phillips 66, he served as Human Resources Vice President, Global Catalysts Solutions & U.S. Labor Relations at Albemarle Corporation, where he also held a number of Human Resources leadership roles with increasing responsibility including labor relations and compensation strategies from 2005 to 2014. From 2003 to 2005, Mr.
Removed
Charles served as Human Resources Manager for Armstrong World Industries where he managed employee and union relations. Prior to Armstrong World Industries, Mr. Charles served as Human Resources Manager for Frito Lay from 2002 to 2003, and Human Resources Generalist for Texas Instruments from 2000 to 2002, with responsibilities including manufacturing talent acquisition, performance management, benefits, rewards, and compensation. Mr.
Removed
Charles started his career at JCPenney as a Performance Improvement Facilitator from 1999 to 2000. Alvenia Scarborough , age 50, serves as our Senior Vice President, Corporate Communications and Chief Brand Officer. Ms. Scarborough was appointed to this role in October 2020, after serving as Senior Director of Corporate Communications and Brand Marketing since July 2015. Prior to Chemours, Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed4 unchanged
Biggest changeThe aggregate amount of our common stock that remained available for purchase under the 2022 Share Repurchase Program at December 31, 2023 was $441 million. 42 The Chemours Company Stock Performance Graph The following graph presents the five-year cumulative total stockholder returns for our common stock through December 31, 2023 compared with the Standard & Poor’s (“S&P”) MidCap 400 and the S&P MidCap 400 Chemical indices.
Biggest changeThe 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 graph assumes that the values of our common stock, the S&P MidCap 400 index, and the S&P MidCap 400 Chemical index were each $100 on December 31, 2018, and that all dividends were reinvested. I tem 6. RESERVED 43 The Chemours Company
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
Through December 31, 2023, we purchased a cumulative 10,342,722 shares of our issued and outstanding common stock under the 2022 Share Repurchase Program, which amounted to $309 million at an average share price of $29.90 per share. There were no share repurchases under the 2022 Share Repurchase Program for the three months ended December 31, 2023.
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.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Registrant’s Common Equity and Related Stockholder Matters Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol, “CC”. The number of record holders of our common stock was 36,164 at March 22, 2024.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Registrant’s Common Equity and Related Stockholder Matters Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol, “CC”. The number of record holders of our common stock was 34,180 at February 12, 2025.

Item 7. Management's Discussion & Analysis

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

179 edited+104 added−58 removed142 unchanged
Biggest changeThe increase in our SG&A expense was primarily attributable to $764 million in litigation-related charges during the year ended December 31, 2023, which includes $592 million of charges related to our portion of the U.S. public water system settlement agreement plus $24 million of third-party legal fees directly related to that settlement, $55 million of charges related to our portion of the settlement agreement with the State of Ohio entered into in November 2023 to resolve PFAS-related claims, and $13 million related to our portion of the supplemental payment to the State of Delaware related to the 2021 settlement, $76 million for other PFAS litigation matters, and $4 million of other litigation matters.
Biggest changeThe decrease in our SG&A expense was primarily attributable to the litigation-related charges of $592 million recorded in the year ended December 31, 2023 related to our portion of the U.S. public water system settlement agreement, along with the benefits recorded for insurance recoveries of $20 million during the year ended December 31, 2024.
(3) Qualified spend recovery represents costs and expenses that were previously excluded from the determination of segment Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of the our cost-sharing agreement under the terms of the MOU. Terms of the MOU are discussed in further detail in "Note 22 – Commitments and Contingent Liabilities".
(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".
These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where waste generated by us or EID was disposed.
These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where waste generated by us was disposed.
In April 2023, we agreed to an Administrative Order on Consent with EPA that includes additional sampling as well as a compliance analysis and implementation of actions to address PFOA and hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”) discharge exceedances that occurred following the outfall limits for these compounds that came into effect in January 2022.
In April 2023, we agreed to an Administrative Order on Consent ("AOC") with EPA that includes additional sampling as well as a compliance analysis and implementation of actions to address PFOA and hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”) discharge exceedances that occurred following the outfall limits for these compounds that came into effect in January 2022.
Much of this liability results from the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the 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.
While the Non-Guarantor Subsidiaries do not guarantee the Parent Issuer’s obligations under our debt financing arrangements, we may, from time to time, repatriate post-2017 earnings from certain of these subsidiaries to meet our financing obligations, as well. 62 The Chemours Company Supplier Financing We maintain supply chain finance programs with several financial institutions.
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.
Also for the year ended December 31, 2023, we recorded a pre-tax asset-related impairment of $8 million resulting from the shutdown of a production line at our El Dorado site. Refer to “Note 7 – Restructuring, Asset-related, and Other Charges” to the Consolidated Financial Statements for further details related to these charges.
Additionally, for the year ended December 31, 2023 we recorded a pre-tax asset-related impairment of $8 million resulting from the shutdown of a production line at our El Dorado site. Refer to “Note 7 – Restructuring, Asset-related, and Other Charges” to the Consolidated Financial Statements for further details related to these charges.
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, 2023, 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, 2024, the weighted-average discount rate was 3.3%.
Environmental Expenditures We incur costs for pollution abatement activities, including waste collection and disposal, installation and maintenance of air pollution controls and waste water treatment, emissions testing and monitoring, and obtaining permits. Annual expenses charged to current operations include environmental operating costs and increases in remediation accruals, if any, during the period reported.
Environmental Expenditures We incur costs for pollution abatement activities, including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring, and obtaining permits. Annual expenses charged to current operations include environmental operating costs and increases in remediation accruals, if any, during the period reported.
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, 2023 and 2022. 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, 2024 and 2023. Ite m 8.
We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, share repurchases, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements.
We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements.
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, 2023 and 2022 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, 2024 and 2023 was material.
For the year ended December 31, 2021, and changes from the year ended December 31, 2021 to the year ended December 31, 2022, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and the results of our operations have been omitted from this MD&A and may be found in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual Report on Form 10-K for the year ended December 31, 2022.
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.
We will continue to evaluate as new or additional information becomes available in the determination of our environmental remediation liability. 69 The Chemours Company In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans.
We 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.
Depreciation and amortization are ceased for a disposal group upon it being classified as held for sale. 64 The Chemours Company The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time.
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.
Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years. 56 The Chemours Company • Environmental remediation – We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off.
Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years. • Environmental remediation – We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off.
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, 2022, we had no interest rate swaps outstanding under our cash flow hedge program.
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.
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
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
Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend. • PFAS escrow funding requirements – Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities.
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.
(2) In 2023, transaction costs includes $7 million of costs associated with the New Senior Secured Credit Facilities, which is discussed in further detail in "Note 20 – Debt", and $9 million of third-party costs related to the Titanium Technologies Transformation Plan .
In 2023, transaction costs includes $7 million of costs associated with the Senior Secured Credit Facilities, which is discussed in further detail in "Note 20 – Debt", and $9 million of third-party costs related to the Titanium Technologies Transformation Plan .
Financing Activities We generated $172 million in cash flows for our financing activities during the year ended December 31, 2023, which were primarily attributable to $367 million of net proceeds received in connection with the issuance of the New Term Loans.
We generated $172 million in cash for our financing activities during the year ended December 31, 2023, which were primarily attributable to $367 million of net proceeds received in connection with the issuance of the Term Loans.
We expect that our future costs relating to the USS Lead site will be contingent on implementation of these agreements, resolution of EPA’s costs as well as any final allocation between PRPs. Washington Works, Parkersburg, West Virginia (“Washington Works”) The Washington Works complex is located on the eastern shore of the Ohio River south of Parkersburg, West Virginia.
We expect that our future costs relating to the USS Lead site will be contingent on implementation of these agreements, resolution of EPA’s costs as well as any final allocation between PRPs. 71 The Chemours Company Washington Works, Parkersburg, West Virginia (“Washington Works”) The Washington Works complex is located on the eastern shore of the Ohio River south of Parkersburg, West Virginia.
The $81 million benefit from income taxes for the year ended December 31, 2023 was primarily attributable to the net pre-tax loss during the year driven by decreased profitability and certain discrete items in 2023.
For the year ended December 31, 2023, the benefit from income taxes was primarily attributable to the net pre-tax loss during the year driven by decreased profitability and certain discrete items in 2023.
We were also assigned numerous clean-up obligations from EID, which pertain to 87 sites previously owned by EID and/or us, as well as sites that we or EID never owned or operated. We are meeting our obligations to clean up those sites.
We 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.
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 2024, 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 $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.
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, 2023, we received approximately $395 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, 2024, we received approximately $500 million of net cash in the U.S. through intercompany loans and dividends.
We diversify our cash and cash equivalents among counterparties to minimize exposure to any one of these entities. 55 The Chemours Company Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including restricted cash), receivables securitization, and our existing debt financing arrangements.
We diversify our cash and cash equivalents among counterparties to minimize exposure to any one of these entities. 54 The Chemours Company Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including the current portion of restricted cash), receivables securitization, and our existing debt financing arrangements.
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, 2023 and 2022, we spent $30 million and $43 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. 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.
The remaining 104 sites, which are Superfund sites and other sites not owned by us, are either already closed or settled, or sites for which we do not believe we have clean-up responsibility based on current information. 68 The Chemours Company The following graph sets forth the number of remediation sites by site clean-up phase and our environmental remediation liabilities by site clean-up phase as of December 31, 2023 and 2022.
The 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.
These actions were memorialized in a RCRA final remedy implementation plan approved by the agencies in 2018 and integrated into the updated RCRA permit in August 2020. 72 The Chemours Company The remedial actions required by the RCRA final remedy implementation plan have been completed or are part of routine operations, maintenance and monitoring.
These actions were memorialized in a RCRA final remedy implementation plan approved by the agencies in 2018 and integrated into the updated RCRA permit in August 2020. The remedial actions required by the RCRA final remedy implementation plan have been completed or are part of routine operations, maintenance and monitoring.
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 .
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 .
Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, we currently estimate the potential liabilities may range up to approximately $730 million above the amount accrued at December 31, 2023. This estimate is not intended to reflect an assessment of our maximum potential liability.
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.
This agreement is not based on any allegations of non-compliance and it builds on the significant research Chemours and its predecessor have already done to advance knowledge of older legacy compounds around the site. Accruals related to these remedial actions were $22 million and $17 million as of December 31, 2023 and 2022, respectively.
This agreement is not based on any allegations of non-compliance and it builds on the significant research Chemours and its predecessor have already done to advance knowledge of older legacy compounds around the site. Accruals related to these remedial actions were $25 million and $22 million as of December 31, 2024 and 2023, respectively.
We received comments on the CMS from EPA and NJ DEP in March 2020, and we responded to their comments in June 2020 and continue to seek resolution with EPA. 71 The Chemours Company U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana The U.S. Smelter and Lead Refinery, Inc.
We received comments on the CMS from EPA and NJ DEP in March 2020, and we responded to their comments in June 2020 and continue to seek resolution with EPA. U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana The U.S. Smelter and Lead Refinery, Inc.
Current assets at December 31, 2023 also includes $603 million of restricted cash and restricted cash equivalents related to qualified settlement funds under the U.S. public water system class action suit settlement. (2) Current assets includes $256 million and $326 million of intercompany accounts receivable from the Non-Guarantor Subsidiaries at December 31, 2023 and 2022, respectively.
Current assets at December 31, 2023 also includes $603 million of restricted cash and restricted cash equivalents related to qualified settlement funds under the U.S. public water system class action suit settlement. (2) Current assets includes $365 million and $256 million of intercompany accounts receivable from the Non-Guarantor Subsidiaries at December 31, 2024 and 2023, respectively.
The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, 2023 and 2022.
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.
As part of our legacy as a former subsidiary of EID, we are cleaning-up historical impacts to soil and groundwater that have occurred in the past at the 21 sites that we own. These Chemours-owned sites make up approximately 87% of our environmental remediation liabilities at December 31, 2023.
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.
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 2023 was 4.6%.
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%.
Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced quarterly dividends of $0.25 per share, amounting to approximately $150 million per year, and, on February 13, 2024, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2024.
Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced quarterly dividends of $0.25 per share, amounting to approximately $150 million per year, and, on February 14, 2025, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2025.
Significant Environmental Remediation Sites While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, 2023 and 2022, the following table sets forth the liabilities of the five sites that are deemed the most significant, together with the aggregate liabilities for all other sites.
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.
The following table sets forth our corporate and unallocated items for the years ended December 31, 2023 and 2022.
The following table sets forth our corporate and unallocated items for the years ended December 31, 2024 and 2023.
A 50 basis point increase in the discount rate would result in a decrease of $3 million to the net periodic benefit cost for 2024, while a 50 basis point decrease in the discount rate would result in an increase of approximately $4 million.
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.
We recognized a net loss of $7 million, a net gain of $2 million and a net loss of $15 million for the years ended December 31, 2023, 2022 and 2021, respectively, within other income, net related to our non-designated foreign currency forward contracts.
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.
The availability under our Revolving Credit Facility as of December 31, 2023 was $852 million, net of $48 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 Restated Credit Agreement.
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.
These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, 2023, we had 12 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $252 million, the fair value of which amounted to less than negative $1 million.
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.
For further information related to the capital projects driving our year-over-year increase in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A. We used $284 million in cash flows from our investing activities during the year ended December 31, 2022.
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 the years ended December 31, 2023, 2022 and 2021, $5 million of gain, $19 million of gain and $2 million of loss was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.
For the years ended December 31, 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, 2023, 2022 and 2021, $4 million of gain, $5 million of gain and $2 million of loss were reclassified to interest expense, net from accumulated other comprehensive loss, respectively. Concentration of Credit Risk Our sales are not materially dependent on any single customer.
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.
Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion of the supplemental payment to the State of Delaware for $13 million. We expect to pay these amounts in 2024.
Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion, $13 million, of a supplemental payment owed to the State of Delaware and expect to pay these amounts in 2025.
Year Ended December 31, (Dollars in millions) 2023 2022 Corporate expenses $ (212 ) $ (212 ) Unallocated items: Interest expense, net (208 ) (163 ) Depreciation and amortization (307 ) (291 ) Non-operating pension and other post-retirement employee benefit income — 5 Exchange losses, net (Note 8 to the Consolidated Financial Statements ) (38 ) (15 ) Restructuring, asset-related, and other charges (Note 7 to the Consolidated Financial Statements ) (153 ) (15 ) Inventory write-offs (1) (40 ) — (Loss) gain on extinguishment of debt (1 ) 7 Gain on sales of assets and businesses, net (Note 4 to the Consolidated Financial Statements ) 110 21 Transaction costs (2) (16 ) — Qualified spend recovery (3) 54 58 Litigation-related charges (4) (764 ) (23 ) Environmental charges (5) (9 ) (204 ) Corporate expenses and unallocated items $ (1,584 ) $ (832 ) (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.
Year 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.
Current liabilities includes $285 million and $318 million of intercompany accounts payable to the Non-Guarantor Subsidiaries at December 31, 2023 and 2022, respectively. (3) As of December 31, 2023 and 2022, $87 million and $46 million of accounts receivable generated by the Obligor Group, respectively, remained outstanding with one of the Non-Guarantor Subsidiaries under the Securitization Facility.
Current liabilities includes $367 million and $285 million of intercompany accounts payable to the Non-Guarantor Subsidiaries at December 31, 2024 and 2023, respectively. (3) As of December 31, 2024 and 2023, $112 million and $87 million of accounts receivable generated by the Obligor Group, respectively, remained outstanding with one of the Non-Guarantor Subsidiaries under the Securitization Facility.
In addition, the site has voluntarily agreed to agency requests for additional investigations of the potential release of “PFAS” (perfluoroalkyl and polyfluoroalkyl substances) beginning with “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) in 2006.
In addition, the site has voluntarily agreed to agency requests for additional investigations of the potential release of PFAS beginning with “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) in 2006.
Our foreign subsidiaries held $807 million of unrestricted cash and cash equivalents at December 31, 2023, a substantial majority of which is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar.
A substantial majority of the $404 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at December 31, 2024, is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar.
(4) Long-term assets includes $144 million and $303 million of intercompany notes receivable from the Non-Guarantor Subsidiaries at December 31, 2023 and 2022, respectively. Long-term assets at December 31, 2022 also includes $202 million of restricted cash and restricted cash equivalents related to an escrow account as per the terms of the MOU.
(4) Long-term assets at December 31, 2024 includes $50 million of restricted cash and restricted cash equivalents related to an escrow account as per the terms of the MOU. Long-term assets at December 31, 2023 also includes $144 million of intercompany notes receivable from the Non-Guarantor Subsidiaries.
We currently anticipate that we will remain in compliance with applicable covenants under the Restated Credit Agreement through at least the first quarter of 2025. 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 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.
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, 2022, one individual customer balance represented approximately 8% of our total outstanding accounts and notes receivable balance.
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.
Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.1 billion is available after consideration of the funding of the qualified settlement fund per the terms of the U.S. public water system settlement agreement, payment to the State of Ohio, and supplemental payment to the State of Delaware (discussed below).
Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.0 billion is available after consideration of the funding of the payment to the State of Ohio and supplemental payment to the State of Delaware (discussed below).
Our judgments are subjective based on the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. Because of uncertainties related to these matters, accruals are based on the best information available at the time.
Our judgments are subjective based on the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. Because of uncertainties related to these matters, accruals are based on the best information available at the time of the filing of this Annual Report on Form 10-K.
In August 2021, WV DEP issued a NPDES permit modification to provide for the start-up of an abatement unit at the facility and to extend compliance dates for certain limits to December 2021 due to delays from the COVID-19 pandemic.
In August 2021, WV DEP issued a National Pollutant Discharge Elimination System ("NPDES") permits modification to provide for the start-up of an abatement unit at the facility and to extend compliance dates for certain limits to December 2021 due to delays from the COVID-19 pandemic.
These sites represent approximately 13% of our environmental remediation liabilities at December 31, 2023. Included in the 87 sites are 37 inactive sites for which there has been no known investigation, clean-up, or monitoring activity, and no remediation obligation is imposed or required; as such, no remediation liabilities are recorded.
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.
December 31, (Dollars in millions) 2023 2022 Balance at January 1, $ 668 $ 562 Increase in remediation accruals 66 269 Remediation payments (1) (144 ) (159 ) Divestitures — (4 ) Balance at December 31, $ 590 $ 668 (1) Remediation payments do not include Qualified Spend that we have been reimbursed for by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU.
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.
(Dollars in millions) December 31, 2023 December 31, 2022 Site Category Number of Sites Remediation Accrual Number of Sites Remediation Accrual Chemours-owned 21 $ 512 21 $ 589 Multi-party Superfund/non-owned (1) 87 78 88 79 Closed or settled 104 — 102 — Total sites 212 $ 590 211 $ 668 (1) Sites not owned by Chemours, including sites previously owned by EID or Chemours, where remediation obligations are imposed by environmental remediation laws, such as CERCLA, RCRA, or similar state laws.
(Dollars in millions) December 31, 2024 December 31, 2023 Site Category Number of Sites Remediation Accrual Number of Sites Remediation Accrual Chemours-owned 21 $ 507 21 $ 512 Multi-party Superfund/non-owned (1) 88 64 87 78 Closed or settled 104 — 104 — Total sites 213 $ 571 212 $ 590 (1) Sites not owned by Chemours, including sites previously owned by EID or Chemours, where remediation obligations are imposed by environmental remediation laws, such as CERCLA, RCRA, or similar state laws.
(Benefit From) Provision for Income Taxes We recognized a benefit from income taxes of $81 million and a provision of $163 million for the years ended December 31, 2023 and 2022, respectively. Our (benefit from) provision for income taxes represented effective tax rates of 25% and 22% for the years ended December 31, 2023 and 2022, respectively.
Provision for (Benefit from) Income Taxes We recognized a provision for income taxes of $41 million and a benefit from income taxes of $81 million for the years ended December 31, 2024 and 2023, respectively. Our provision for (benefit from) income taxes represented effective tax rates of 32% and 25% for the years ended December 31, 2024 and 2023, respectively.
Change in segment net sales from prior period Year Ended December 31, 2023 Price (1 )% Volume (20 )% Currency — % Portfolio — % Total change in segment net sales (21 )% Segment Net Sales Our Titanium Technologies segment’s net sales decreased by $700 million (or 21%) to $2.7 billion for the year ended December 31, 2023, compared with segment net sales of $3.4 billion for the same period in 2022.
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.
Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 2,680 $ 3,380 Adjusted EBITDA 290 601 Adjusted EBITDA margin 11 % 18 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the year ended December 31, 2023.
Year Ended December 31, (Dollars in millions) 2024 2023 Segment net sales $ 2,572 $ 2,680 Adjusted EBITDA 312 290 Adjusted EBITDA margin 12 % 11 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the year ended December 31, 2024.
A reconciliation of Segment Adjusted EBITDA to the Company's consolidated (loss) income before income taxes for the years ended December 31, 2023 and 2022 is included in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements . 49 The Chemours Company Titanium Technologies The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the years ended December 31, 2023 and 2022.
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.
For our Thermal & Specialized Solutions reporting unit, a qualitative assessment was performed, that indicated it is not more likely than not that the fair value of the reporting unit was less than the carrying value. For our Titanium Technologies reporting unit, the estimated fair value was 67% higher than the carrying value of the reporting unit.
For our Thermal & Specialized Solutions and Titanium Technologies reporting units, a qualitative assessment was performed in 2024, that indicated it is not more likely than not that the fair value of the reporting unit was less than the carrying value.
At December 31, 2023, our consolidated balance sheets include $590 million for environmental remediation liabilities, of which $129 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental remediation liabilities of $129 million, $76 million relates to Fayetteville.
At December 31, 2024, our consolidated balance sheets include $571 million for environmental remediation liabilities, of which $115 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $115 million, $68 million relates to Fayetteville.
Change in segment net sales from prior period Year Ended December 31, 2023 Price 2 % Volume 6 % Currency — % Portfolio — % Total change in segment net sales 8 % Segment Net Sales Our Thermal & Specialized Solutions segment’s net sales increased by $139 million (or 8%) to $1.8 billion for the year ended December 31, 2023, compared with segment net sales of $1.7 billion for the same period in 2022.
Change in segment net sales from prior period Year Ended December 31, 2024 Price (3 )% Volume 2 % Currency — % Portfolio — % Total change in segment net sales (1 )% Segment Net Sales Our Thermal & Specialized Solutions segment’s net sales decreased by $21 million (or 1%) to $1.8 billion for the year ended December 31, 2024, compared with segment net sales of $1.9 billion for the same period in 2023.
Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 1,443 $ 1,618 Adjusted EBITDA 273 367 Adjusted EBITDA margin 19 % 23 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the year ended December 31, 2023.
Year Ended December 31, (Dollars in millions) 2024 2023 Segment net sales $ 1,326 $ 1,462 Adjusted EBITDA 161 273 Adjusted EBITDA margin 12 % 19 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Advanced Performance Materials segment’s net sales for the year ended December 31, 2024.
At December 31, 2022, we had 9 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $180 million, the fair value of which amounted to negative $1 million.
At December 31, 2023, we had 12 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $252 million, the fair value of which amounted to less than negative $1 million.
At December 31, 2022, we had 153 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $180 million, the fair value of which amounted to negative $2 million.
At December 31, 2024, we had 173 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $178 million, the fair value of which amounted to $7 million.
We anticipate that our scheduled interest payments will be approximately $260 million, $250 million, $240 million, $215 million and $155 million for the years ended December 31, 2024, 2025, 2026, 2027, and 2028, respectively, subject to changes in variable interest rates. • Operating and finance leases – We lease certain office space, laboratory space, equipment, railcars, tanks, barges and warehouses.
We anticipate that our scheduled interest payments will be approximately $232 million, $242 million, $227 million, $175 million and $65 million for the years ended December 31, 2025, 2026, 2027, 2028, and 2029, respectively, subject to changes in variable interest rates. • Operating and finance leases – We lease certain office space, laboratory space, equipment, railcars, tanks, barges and warehouses.
The drivers of these changes for each of our reportable segments are discussed further under the “Segment Reviews” section within this MD&A. 46 The Chemours Company Cost of Goods Sold Our cost of goods sold (“COGS”) decreased by $457 million (or 9%) to $4.7 billion for the year ended December 31, 2023, compared with COGS of $5.2 billion for the same period in 2022.
The drivers of these changes for each of our reportable segments are discussed further under the “Segment Reviews” section within this MD&A. 45 The Chemours Company Cost of Goods Sold Our cost of goods sold (“COGS”) decreased by $141 million (or 3%) to $4.6 billion for the year ended December 31, 2024, compared with COGS of $4.8 billion for the same period in 2023.
We recognized a pre-tax loss of $2 million for the year ended December 31, 2023, and pre-tax gains of $17 million and $10 million for the years ended December 31, 2022 and 2021, respectively, within accumulated other comprehensive loss.
We recognized a pre-tax gain of $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 $6 million for the year ended December 31, 2023 and pre-tax gains of $8 million and $2 million for the years ended December 31, 2022 and 2021 within accumulated other comprehensive loss, respectively.
We recognized a pre-tax gain of $9 million, a pre-tax loss of $6 million, and a pre-tax gain of $8 million for the years ended December 31, 2024, 2023 and 2022 within accumulated other comprehensive loss, respectively.
Remaining work beyond continued operation of the IWS and groundwater monitoring includes completion of various targeted studies on site and in adjacent water bodies to close investigation data gaps, as well as selection and implementation of final remedies under RCRA Corrective Action for various solid waste management units and areas of concern not yet addressed through interim measures.
In 2017, a site perimeter sheet pile barrier intended to more efficiently contain groundwater was completed. 68 The Chemours Company Remaining work beyond continued operation of the IWS and groundwater monitoring includes completion of various targeted studies on site and in adjacent water bodies to close investigation data gaps, as well as selection and implementation of final remedies under RCRA Corrective Action for various solid waste management units and areas of concern not yet addressed through interim measures.
The increase in our capital expenditures for the year ended December 31, 2023 was primarily attributable to higher investments in Advanced Performance Materials segment related to PFA capacity increase and Nafion™ expansion and Thermal & Specialized Solutions related to Opteon™ capacity expansion, partially offset by a decrease in capital expenditures in Titanium Technologies due to the completion of capital investments related to mining operations in 2022. 63 The Chemours Company Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements .
The decrease in our capital expenditures for the year ended December 31, 2024 was primarily attributable to a decrease in capital expenditures in Advanced Performance Materials following completion of capital investments related to PFA capacity expansion, partially offset by an increase in capital expenditures in Thermal & Specialized Solutions related to Opteon TM capacity expansion. 61 The Chemours Company Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements .
Year Ended December 31, (Dollars in millions) 2023 2022 Segment net sales $ 1,819 $ 1,680 Adjusted EBITDA 685 603 Adjusted EBITDA margin 38 % 36 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the year ended December 31, 2023.
Year Ended December 31, (Dollars in millions) 2024 2023 Segment net sales $ 1,830 $ 1,851 Adjusted EBITDA 576 685 Adjusted EBITDA margin 31 % 37 % The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Thermal & Specialized Solutions segment’s net sales for the year ended December 31, 2024.
Change in segment net sales from prior period Year Ended December 31, 2023 Price 6 % Volume (16 )% Currency (1 )% Portfolio — % Total change in segment net sales (11 )% Segment Net Sales Our Advanced Performance Materials segment’s net sales decreased by $175 million (or 11%) to $1.4 billion for the year ended December 31, 2023, compared with segment net sales of $1.6 billion for the same period in 2022.
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.

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