The aggregate market value of common stock held by non-affiliates of the registrant as of June ~~28, 2019,~~30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately ~~$3.9~~$5.7 billion. As of February ~~10, 2020, 164,006,272~~7, 2022, 160,018,312 shares of the company’s common stock, $0.01 par value, were outstanding.

Portions of the registrant’s definitive proxy statement relating to its ~~2020~~2022 annual meeting of shareholders (the ~~“2020~~“2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The ~~2020~~2022 Proxy Statement will be filed with the U. S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

This section and other parts of this Annual Report on Form 10-K contain forward-looking statements, within the meaning of the federal securities ~~law~~laws, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. The words ~~“believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,”~~“believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, and similar expressions, among others, generally identify “forward-looking ~~statements,”~~statements”, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements. Factors that could cause or contribute to these differences include, ~~those~~but are not limited to, the risks, uncertainties, and other factors discussed below and within Item 1A – Risk Factors.in this Annual Report on Form 10-K.

Forward-looking statements are based on certain assumptions and expectations of future events ~~which~~that may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Important factors that may materially affect such forward-looking statements and projections include:

Additionally, there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on our business. We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

Unless the context otherwise requires, references herein to “The Chemours ~~Company,” “Chemours,”~~Company”, “Chemours”, “the ~~Company,”~~Company”, “our ~~company,” “we,” “us,”~~company”, “we”, “us”, and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to ~~“DuPont”~~“EID” refer to E. I. du Pont de Nemours and Company, which is our former parent company and is now a subsidiary of Corteva, Inc. (“Corteva”), a Delaware corporation, unless the context otherwise requires.

References herein to “DuPont” refer to DuPont de Nemours, Inc., a Delaware Corporation.

The Chemours Company (herein referred to as ~~“us,” “we,”~~“we”, “us”, or “our”) is a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, ~~and coatings,~~ refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, ~~electronics, mining,~~ and oil ~~refining.~~and gas. Our principal products include titanium dioxide (“TiO₂”) pigment, refrigerants, industrial fluoropolymer resins, sodium cyanide (prior to the Mining Solutions business sale), and performance chemicals and ~~intermediates, and titanium dioxide (“TiO~~₂~~”) pigment.~~intermediates. We manage and report our operating results through ~~three~~four reportable segments: ~~Fluoroproducts,~~Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions, and Titanium Technologies. Our Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. Our Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications.Solutions. Our Titanium Technologies segment is a leading, global provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Chemical Solutions segment was a leading provider of industrial chemicals used in gold production prior to the Mining Solutions business sale and continues to be a leading provider of chemicals used in industrial, and consumer applications in the Americas.

We operate 3029 major production facilities located in nine countries and serve approximately ~~3,700~~3,200 customers across a wide range of end-markets in ~~over~~approximately 120 countries.

We are committed to creating value for our customers and stakeholders through the reliable delivery of high-quality products and services around the world. To achieve this goal, we have a global team dedicated to upholding our five values: (i) ~~customer centricity~~ ~~– driving customer growth, and our own, by understanding our customers’ needs and building long-lasting relationships with them; (ii)~~ ~~refreshing simplicity~~ ~~– cutting complexity by investing in what matters, and getting results faster; (iii)~~ ~~collective entrepreneurship~~ ~~– empowering our employees to act like they own our business, while embracing the power of inclusion and teamwork; (iv)~~ ~~safety obsession~~ ~~– living our steadfast belief that a safe workplace is a profitable workplace; and, (v)~~ ~~unshakable integrity~~ ~~– doing what’s right for our customers, colleagues, and communities – always.~~

We also have a forward-looking Corporate Responsibility commitment, which focuses on three key principles – inspired people, a shared planet, and an evolved portfolio – in an effort to achieve, among other goals, increased diversity and inclusion in our global workforce, increased sustainability of our products, and becoming carbon positive. We call this responsible chemistry – it is rooted in who we are, and we expect that our Corporate Responsibility commitment will drive sustainable, long-term earnings growth.

Many of our commercial and industrial relationships span decades. Our customer base includes a diverse set of companies, many of which are leaders in their respective industries. Our sales are not materially dependent on any single customer. As of December 31, ~~2019, no one individual customer balance represented more than 5% of our total outstanding receivables balance, and~~2021, no one individual customer represented more than 10% of our consolidated net ~~sales.~~sales, and one customer represented approximately 6% of our total outstanding accounts and notes receivables balance.

We are a different kind of chemistry company, driven by our vision to create a better world through the power of our chemistry. Our world-class product portfolio brings everyday convenience to virtually everything people touch in their daily lives, making our products and the solutions they enable both vital and essential. We are committed to creating value for our customers and stakeholders around the world through innovative and sustainable solutions, environmental leadership, community impact and making Chemours the greatest place to work for every employee. Our global workforce, renowned for its deep and unmatched expertise, bring our chemistry to life, guided by five core values that form the bedrock foundation for how we operate: (i) Customer Centricity – driving customer growth, and our own, by understanding our customers’ needs and building long-lasting relationships with them; (ii) Refreshing Simplicity – cutting complexity by investing in what matters, and getting results faster; (iii) Collective Entrepreneurship – empowering our employees to act like they own our business, while embracing the power of inclusion and teamwork; (iv) Safety Obsession – living our steadfast belief that a safe workplace is a profitable workplace; and, (v) Unshakable Integrity – doing what’s right for our customers, colleagues, and communities – always.

Our core values, together with our company purpose and vision, underpin our commitment to our stakeholders to make chemistry as responsible as it is essential. Our Corporate Responsibility Commitment (“CRC”) is embedded within our growth strategy as a company. In 2018, we issued our inaugural CRC Report, which included 10 ambitious goals targeted for completion by 2030, built on the pillars of Inspired People, Shared Planet, and an Evolved Portfolio. In April 2021, we announced an update to our climate goals to better align our climate commitment with the Paris Accord and set us on a path to achieve net zero greenhouse gas emissions from our operations by 2050. These goals are designed to promote accountability to our commitment and position us for sustainable, long-term earnings growth. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. With this focus, we invest in research and development (“R&D”) in order to develop safer, cleaner, and more efficient products and processes that enable our operations, customers, and consumers to reduce both their greenhouse gas (“GHG”) emissions, carbon footprint, and overall environmental footprint. We value collaboration to drive change and commit to working with policymakers, our value chain, and other organizations to encourage collective action to reduce GHG emissions and encourage lower-carbon forms of energy.

We began operating as an independent company on July 1, 2015 (the “Separation Date”) after separating from ~~E.I. du Pont de Nemours and Company (“DuPont”)~~EID (the “Separation”). The Separation was completed pursuant to a separation agreement and other agreements with ~~DuPont,~~EID, including an employee matters agreement, a tax matters agreement, a transition services agreement, and an intellectual property cross-license agreement. These agreements govern the relationship between us and ~~DuPont~~EID following the Separation and provided for the allocation of various assets, liabilities, rights, and obligations at the Separation Date. On August 31, 2017, ~~DuPont~~EID completed a merger with The Dow Chemical Company (“Dow”). Following their merger, ~~DuPont~~EID and Dow engaged in a series of reorganization steps and, in 2019, separated into three publicly-traded companies named Dow Inc., DuPont, ~~de Nemours, Inc.,~~ and ~~Corteva, Inc. (“Corteva”). DuPont~~Corteva. EID is now a subsidiary of Corteva, and, at this time, any agreements related to our Separation ~~remain~~are between us and EID, Corteva, and DuPont.

In our Fluoroproducts segment, we are a globally-integrated producer making both fluorochemicals and fluoropolymers. In our Fluorochemicals business, there is increased adoption of Opteon™, one of the world’s lowest global warming potential (“GWP”) refrigerant brands, as governments around the world pass legislation that makes the use of low GWP refrigerants a requirement. Our Fluoropolymers offerings provide customers with tailored products that have unique properties, including very high temperature resistance, high chemical resistance, resistivity, and selective permeability. We will continue to invest in research and development (“R&D”) to remain a leader in these areas and ensure that we are able to meet our customers’ needs.

In our Chemical Solutions segment, our Mining Solutions and Performance Chemicals and Intermediates businesses produce industrial chemicals used in various applications by our customers, which are primarily located in the Americas. As one of the largest North American producers of solid sodium cyanide, our Mining Solutions business is recognized for its high quality product offering, reliability of supply, and commitment to the safe production, storage, and use of our products. Global demand growth over the next three years is expected to remain healthy, driven by growth in gold ore processing volumes. In our Mining Solutions business, particularly in the Americas region, the demand for sodium cyanide is expected to exceed global demand growth rates. In our Performance Chemicals and Intermediates business, growth in demand for our products is expected to generally grow in line with growth in global gross domestic product (“GDP”).

In our Titanium Technologies segment, we have a long-standing history of delivering high-quality TiO₂ pigment using our proprietary chloride technology. We are one of the largest global producers of TiO₂pigment, and our low-cost network of manufacturing facilities allows us to efficiently and cost-effectively serve our global customer base. We believe we are well-positioned to remain one of the lowest-cost, high-quality TiO₂ pigment ~~producers,~~producers. At the same time, our unique go-to-market strategy, Ti-Pure™ Value Stabilization (“TVS”), provides our customers with three differentiated channels to buy Ti-Pure™. This combination of technology, strength, and ~~we will~~commercial innovation allows us to continue to meet our customers’ needs around the world.

In our Thermal & Specialized Solutions segment, we are a leading, global provider of refrigerants, thermal management solutions, propellants, foam blowing agents, and specialty solvents. Our Thermal & Specialized Solutions segment has held a leading position in the refrigerants market since the commercial introduction of Freon^TM in 1930. We ~~will maintain~~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 ~~commitment~~Advanced Performance Materials segment, we are a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including chemical inertness, thermal stability, low friction, weather and corrosion resistance, extreme temperature stability, and unique di-electric properties. Our Advanced Performance Materials segment has a diversified offering of products that includes various industrial resins, specialty products, and coatings. These product offerings position the business to ~~responsible stewardship~~serve a breadth of markets, segments, and ~~safety for~~applications, including electronics, communications, transportation, wire and cable, energy, oil and gas, and medical, among others, and our ~~employees,~~product offerings are fundamental to the future of clean energy and advanced electronics.

In our Chemical Solutions segment, we completed the sale of our Mining Solutions business during 2021. Our Performance Chemicals and Intermediates business produces industrial chemicals used in various applications by our customers, ~~and~~which are primarily located in the communities in which we operate. Meeting and exceeding our customers’ expectations while conducting business in accordance with our high ethical standards will continue to be a primary focus for us as we continue to operate as a higher-value chemistry company.Americas.

Additional information on our segments can be found in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 2829 – Geographic and Segment Information” to the Consolidated Financial Statements.

Our Fluoroproducts segment is a leading, global provider of fluorine-based, advanced materials solutions, such as refrigerants and industrial resins and derivatives. The segment creates products that have unique properties, such as high temperature resistance, high chemical resistance, and unique di-electric properties, for applications across a broad array of industries and applications. We have an industry-leading safety culture and apply world-class R&D and technical expertise to ensure that our operations run safely and reliably, and to improve our process technology. We sell fluoroproducts through two primary product groups: Fluorochemicals and Fluoropolymers.

Fluorochemicals products include refrigerants, foam blowing agents, and propellants. We have held a leading position in the fluorochemicals market since the commercial introduction of Freon™ in 1930. Since the original chlorofluorocarbons (“CFC”)-based product was introduced, we have been at the forefront of new technology research for lower GWP and lesser ozone-depleting potential products, leading to the development of hydrochlorofluorocarbons (“HCFC”) and hydrofluorocarbons (“HFC”). We have a leading position in HFC refrigerants under the brand name Freon™, and we are a leader in the development of sustainable technologies like Opteon™, a line of low GWP hydrofluoroolefin (“HFO”) refrigerants, which also have a zero ozone-depletion footprint. Opteon™ was initially developed in response to the European Union’s (“EU”) Mobile Air Conditioning Directive. Today, our Opteon^TM-branded portfolio of products are used in a broad range of applications, including automotive, air conditioning, commercial refrigeration, and foam blowing agents. This patented technology offers similar functionality to current HFC products, but meets or betters currently-mandated environmental standards and, in some cases, provides energy efficiency benefits.

We led the industry in the Montreal Protocol-driven transition in 1987 from CFCs to the lesser ozone-depleting HCFCs and non-ozone-depleting HFCs. In 1988, we committed to cease production of CFCs and started manufacturing non-ozone-depleting HFCs in the early 1990s. Driven by new and emerging environmental legislation being enacted across the U.S., Europe, Latin America, and Japan, we have commercialized Opteon™. Over the years, regulations have pushed the industry to evolve and respond to environmental concerns. We will continue to invest in R&D to remain a leader and meet our customers’ needs as regulations change.

Fluoropolymers products include various industrial resins, specialty products, and coatings. We serve a wide range of essential industrial and end-user applications, including electronics, communications, automotive, wire and cable, energy, oil and gas, and aerospace, among others. Our products’ unique properties include chemical inertness, thermal stability, non-stick adhesion, low friction, weather and corrosion resistance, extreme temperature resistance, and unique di-electric properties. Our Fluoropolymers products are sold under the brand names Teflon™, Viton™, Krytox™, and Nafion™. Teflon™ coatings, resins, additives, and films are used in a wide range of industrial products. Our fluoroelastomer products, sold under the Viton™ brand name, are used in automotive, consumer electronics, chemical processing, oil and gas, petroleum refining and transportation, and aircraft and aerospace applications. Our Krytox™-branded lubricants are used in a broad range of industrial applications, including bearings, electric motors, and gearboxes. Under the brand name Nafion™, we sell membranes, which are used in fuel cells, energy flow battery storage, transportation, stationary power, and medical tubing.

Our Fluoroproducts segment competes against a broad variety of global manufacturers, as well as regional Chinese and Indian manufacturers. We have a leadership position in fluorine chemistry and materials science, a broad scope and scale of operations, market-driven applications development, and deep customer knowledge. Key competitors in Fluorochemicals include: Honeywell International, Inc., Arkema S.A., Orbia, Dongyue Group Co., Ltd. (“Dongyue”), and Juhua Group Corporation. Key competitors in Fluoropolymers include: Daikin Industries, Ltd., 3M Company, Solvay, S.A., Asahi Glass Co., Ltd., Dongyue, and Chenguang Group.

Fluoroproducts demand growth is generally in line with global GDP growth. Within Fluorochemicals, growth may be higher than GDP in situations where, for environmental reasons, regulatory drivers constrain the market or drive the market toward lower GWP alternatives. In Fluoropolymers, overall market growth is expected to be in line with GDP over the next few years, but may be influenced by increased competition and pricing pressure in some businesses. There are certain emerging technologies, such as 5G, along with our focus on application development, that may drive our growth at a rate faster than GDP. Developed markets represent the largest consumers of fluoroproducts today. Global middle class growth and the increasing demand for expanding infrastructure, alternative energy, consumer electronics, telecommunications, automobiles, refrigeration, and air conditioning are all key drivers of increased demand for various fluoroproducts.

The primary raw materials required to support the Fluoroproducts segment are fluorspar, chlorinated organics, chlorinated inorganics, hydrofluoric acid, and vinylidene fluoride. These are available in many countries and are not concentrated in any particular region. We pursue maximum competitiveness in our global supply chains through favorable sourcing of key raw materials. Our contracts typically include terms that span from two to 10 years, except for select resale purchases that are negotiated on a monthly basis. Qualified fluorspar sources have fixed contract prices or freely-negotiated, market-based pricing. We diversify our sourcing through multiple geographic regions and suppliers to ensure a stable and cost competitive supply. Our current supply agreements are generally in effect for the next five years.

With more than 85 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 work with customers to select the appropriate fluoroproducts to meet their technical performance needs. We sell our products through direct channels and through resellers. Selling agreements vary by product line and markets served and include both spot-pricing arrangements and contracts with a typical duration of one year.

We maintain a large fleet of railcars, tank trucks, and containers to deliver our products and support our supply chain needs. For the portion of the fleet that is leased, the related lease terms are usually staggered, which provides us with a competitive cost position, as well as the ability to adjust the size of our fleet in response to changes in market conditions. A dedicated logistics team, along with external partners, continually optimizes the assignment of our transportation equipment to product lines and geographic regions in order to maximize utilization and flexibility of the supply chain.

The Fluoroproducts segment serves approximately 2,800 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades. No single Fluoroproducts customer represented more than 10% of the segment’s net sales in 2019.

Fluorochemicals’ refrigerant sales fluctuate by season, as sales in the first half of the year are generally higher than sales in the second half of the year due to increased demand for residential, commercial, and automotive air conditioning in the spring, which peaks in the summer months, and then declines in the fall and winter in the northern hemisphere. Mobile air conditioning demand is slightly higher in the first half of the year due to the timing of automotive production shutdowns in the second half of the year. There is no significant seasonality for Fluoropolymers, as demand is relatively consistent throughout the year.

Our Chemical Solutions segment is comprised of a portfolio of industrial chemical businesses, primarily operating in the Americas. The segment’s products are used as important raw materials and catalysts for a diverse group of industries including, among others, gold production, oil and gas, water treatment, electronics, and automotive. Chemical Solutions generates value through the use of market-leading manufacturing technology, safety performance, product stewardship, and differentiated logistics capabilities.

The Chemical Solutions segment has operations at three production facilities in North America, which sell products and solutions through two primary product groups: Mining Solutions and Performance Chemicals and Intermediates. The Mining Solutions product group includes our sodium cyanide and hydrogen cyanide product lines. We are a market leader in solid sodium cyanide production in the Americas, which is used primarily by the mining industry for gold and silver production. We are also investing in a new sodium cyanide production facility in Mexico, for which construction is currently suspended as discussed further in “Note 22 – Commitments and Contingent Liabilities” to the ~~Consolidated Financial Statements~~. For our Mining Solutions product group, we expect global demand growth to remain healthy over the next few years. In the Performance Chemicals and Intermediates product group, we manufacture a wide variety of chemicals used in many different applications. Performance Chemicals and Intermediates is now primarily comprised of our Glycolic Acid, Vazo™, and Aniline product lines, following our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility. Our plans to exit the business were announced in the third quarter of 2019, culminating in our completed exit and sale of the business to Belle Chemical Company, a subsidiary of Cornerstone Chemical Company, in the fourth quarter of 2019. Our remaining Performance Chemicals and Intermediates business is expected to generally grow in line with growth in global GDP.

The industrial and specialty chemicals produced by our Chemical Solutions segment are important raw materials for a wide range of industries and end-markets. We hold a long-standing reputation for high quality, and the safe-handling of hazardous products, such as sodium cyanide, Aniline, and Vazo™. Our positions in these products are the result of our process technology, manufacturing scale, efficient supply chain, and proximity to large customers. Our Chemical Solutions segment holds what we believe to be leading process technologies for the production of hydrogen and sodium cyanide, which are used in industrial polymers and gold production. The segment occasionally licenses these process technologies, as well as its process technology for the production of acrylonitrile. Key competitors for the Chemicals Solutions segment include Cyanco Corp., Hebei Chengxin Group Co. Ltd., CyPlus GmbH, Orica Ltd., and Tongsuh Petrochemical Corp., Ltd.

Key raw materials for our Chemical Solutions segment include ammonia, methanol, natural gas, hydrogen, and caustic soda. We source raw materials from global and regional suppliers, where possible, and maintain multiple supplier relationships to protect against supply disruptions and potential price increases. To further mitigate the risk of raw materials availability and cost fluctuations, our Chemical Solutions segment has also taken steps to optimize routes for distribution, lock in long-term contracts with key suppliers, and increase the number of customer contracts with raw materials price pass-through terms. We do not believe that the loss of any particular supplier would be material to our business.

Our technical, marketing, and sales teams around the world have deep expertise with our products and their end-markets. We predominantly sell directly to end-customers, although we also use a network of distributors for specific product lines and geographies. Sales may take place through either spot transactions or via long-term contracts.

Most of Chemical Solutions’ raw materials and products can be delivered by efficient bulk transportation. As such, we maintain a large fleet of railcars, tank trucks, and containers to support our supply chain needs. For the portion of the fleet that is leased, the related lease terms are usually staggered, which provides us with a competitive cost position as well as the ability to adjust the size of our container fleet in response to changes in market conditions. A dedicated logistics team, along with external partners, continually optimizes the assignment of our transportation equipment to product lines and geographic regions in order to maximize utilization and flexibility of the supply chain. The strategic placement of our production facilities in locations designed to serve our key customer base in the Americas gives us robust distribution capabilities.

Our Chemical Solutions segment focuses on developing long-term partnerships with key market participants. Many of our commercial and industrial relationships have been in place for decades and are based on our proven value proposition of safely and reliably supplying our customers with the materials needed for their operations. Our reputation and long-term track record are key competitive advantages, as several of the products’ end-users demand the highest level of excellence in safe manufacturing, distribution, handling, and storage. Our Chemical Solutions segment has U.S. Department of Transportation Special Permits and Approvals in place for the distribution of various materials associated with each of our business lines, as required. Our Chemical Solutions segment serves approximately 500 customers globally. No single Chemical Solutions customer represented more than 10% of the segment’s net sales in 2019.

~~Our Chemical Solutions segment’s sales are subject to minimal seasonality.~~

Our Titanium Technologies segment is a leading, global manufacturer of high-quality TiO₂ pigment. TiO₂ pigment is used to deliver whiteness, brightness, opacity, and ultra-violet light protection in applications such as architectural and industrial coatings, flexible and rigid plastic packaging, polyvinylchloride (“PVC”), laminate papers used for furniture and building materials, coated paper, and coated paperboard used for packaging. We sell our TiO₂ pigment under the Ti-Pure™ brand name. We also sell a chloride-based TiO₂ pigment under the BaiMax^TM brand name, which is exclusively produced for customers in Greater China. We operate four TiO₂ pigment production facilities: two in the U.S., one in Mexico, and one in Taiwan. In total, we have a TiO₂ pigment nameplate capacity of approximately 1.25 million metric tons per year. In addition, we have a large-scale repackaging and distribution facility in Belgium. We also operate mineral sands mining ~~and~~and/or separation operations in Starke, Florida, ~~as well as mineral sands mining operations in Folkston,~~Nahunta, Georgia, Jesup, Georgia and ~~mineral sands separation operations in~~ Offerman, Georgia. ~~In total, we have a TiO~~₂ ~~pigment nameplate capacity of approximately 1.25 million metric tons per year.~~

We are one of a limited number of manufacturers operating a chloride process ~~for the production of~~to produce TiO₂ pigment. We believe that our proprietary chloride technology enables us to operate plants at a much higher capacity than other chloride technology-based TiO₂ pigment producers, as we uniquely utilize a broad spectrum of titanium-bearing ore feedstocks to achieve one of the highest TiO₂ pigment unit margins in our industry. This technology, which is in use at all of our production facilities, provides us with one of the industry’s lowest manufacturing cost positions. Our R&D efforts focus on improving production processes and developing TiO₂ pigment grades that help our customers achieve optimal cost and product performance to enhance total end-user ~~total~~ value.

We sell over 20 different grades of TiO₂ pigment, with each grade tailored for targeted applications. Our portfolio of premium performance TiO₂ pigment grades provides end-users with benefits beyond opacity, such as longer-lasting performance, brighter colors, and the brilliant whites achievable only through chloride-manufactured pigment.

We have operated a titanium mine in Starke, Florida since 1949. Additionally, in 2019, we acquired a titanium mine in ~~Folkston,~~Nahunta, Georgia, from which we source ore feedstock to be processed at its associated mineral sands separation facility in Offerman, Georgia. The ~~recently added~~titanium mine and mineral sands separation facility in Georgia were ~~attained~~acquired in the third quarter of 2019 as part of our acquisition of Southern Ionics Minerals, LLC (“SIM”)~~, which expands~~. This acquisition expanded our flexibility and scalability to internally source ~~ore. These~~ore and enabled the commencement of mining operations at our surface mine in Jesup, Georgia in August 2020. Our mines provide us with ~~access to~~ low-cost, ~~sources of~~high-quality domestic ~~high-quality~~ ilmenite ore feedstock and currently supply less than 10% of our ore feedstock ~~consumption~~ needs, with expansion options that could ~~effectively double~~further increase our in-sourced raw material base. Co-products of our mining operations, which comprised less than 5% of our total net sales in Titanium Technologies during ~~2019, are~~2021, 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. Our staurolite blasting abrasives are used in a variety of surface preparation applications, including steel preparation and maintenance and paint removal.

The overall demand for TiO₂ pigment is highly correlated to growth in the global residential housing, commercial construction, and packaging markets. In the long-run, industry demand for TiO₂ pigment is generally expected to grow proportionately with global GDP growth. We continue to experience customers’ preference for high-quality Ti-Pure^TM offerings. After above-GDP trend TiO₂ demand growth in 2016 and 2017, ~~demand in the TiO~~₂ ~~pigment market above GDP growth,~~ the TiO₂ pigment market contracted below the GDP trend in 2018 and 2019. In 2020, the TiO₂ pigment market expanded, while global GDP contracted during the novel coronavirus disease (“COVID-19”) pandemic. In 2021, the TiO₂ pigment market again grew at greater-than-global GDP growth rates. In the longer-term, we expect global TiO₂ pigment demand to resume its historical correlation with global GDP growth rates.

We estimate that the worldwide demand for TiO₂ pigment in ~~2019~~2021 was approximately ~~6.1~~7.3 million metric tons, a second consecutive year above-GDP growth; of which approximately 60% was for premium performance pigments. Worldwide nameplate capacity in ~~2019~~2021 was estimated to be approximately ~~8.0~~8.6 million metric tons. The products manufactured on this global capacity base are not fully substitutable due to pigment quality consistency and pigment product design. We believe that the utilization of the premium performance manufacturing base is considerably higher than that for general purpose, lower-performance production. ~~Over the next few years, as~~As future customer demand grows, we ~~will be able~~have the ability to incrementally increase our production capacity by approximately 10% through technology-enabled de-bottlenecking processes. We believe that unlocking this additional 10% of capacity is in line with our stated intention to grow with our customers’ needs over the ~~anticipated needs of our customers during this time.~~long-term. This new capacity is expected to provide the equivalent of a new production line, while requiring a fraction of the capital investment. Our increased pigment production capacity will be supported by investments to extend our ilmenite mines and through long-term ore feedstock contracts with our suppliers.

Competition in the TiO₂ pigment market is based primarily on product performance (both product design and quality consistency), supply capability, ~~price,~~technical service, and ~~technical service.~~price. Our major competitors within higher-performance pigments ~~include:~~include Tronox Holdings plc, LB Group Co.Ltd., Venator Materials plc, Kronos Worldwide, Inc., and INEOS AG. ~~Beyond multi-national suppliers, the only other large producer of TiO~~₂ ~~pigment is the Chinese producer, the Lomon-Billions Group. The other TiO~~₂ pigment producers are fragmented, mostly utilizing the sulfate production process, and competing in the general purpose, lower-performance pigment market. Over the next few years, we believe that the announced added effective capacity in China is expected to be somewhat offset by capacity shutdowns at marginal producers.

The primary raw materials used in the manufacture of TiO₂ pigment are titanium-bearing ores, chlorine, calcined petroleum coke, and energy. We source titanium-bearing ores from a number of suppliers around the globe, who are primarily located in Australia and Africa. To ensure proper supply volume and to minimize pricing volatility, we generally enter into contracts in which volume is requirement-based and pricing is determined by a range of mechanisms structured to help us achieve competitive cost. We typically enter into a combination of long-term and medium-term supply contracts and source our raw materials from multiple suppliers across different regions and from multiple sites per supplier. Furthermore, we typically purchase multiple grades of ore from each supplier to limit our exposure to any single supplier for any single grade of ore in any given time period. Historically, we have not experienced any problems renewing such contracts for raw materials or securing our supply of titanium-bearing ores.

We play an active role in ore source development around the globe, especially for those ores which can only be used by us, given the capability of our unique process technology. Supply chain flexibility allows for ore purchase and use optimization to manage short-term demand fluctuations and ~~provides~~provide a long-term competitive advantage. Our process technology and ability to use lower-grade ilmenite ore gives us the flexibility to alter our ore mix to low-cost configuration based on sales, demand, and projected ore pricing. Lastly, we have taken steps to optimize routes for distribution and increase storage capacity at our production facilities.

Transporting chlorine, one of our primary raw materials, can be costly. To reduce our need to transport chlorine, we have a chlor-alkali production facility run by a third party that is co-located at our New Johnsonville, Tennessee site. Calcined petroleum coke is an important raw material input to our process. We source calcined petroleum coke from well-established suppliers in North America and China, typically under contracts that run multiple years to facilitate materials and logistics planning through the supply chain. ~~Distribution~~Raw materials distribution efficiency is enhanced through the use of bulk ocean, barge, and rail transportation modes. Energy is another key input cost in the TiO₂ pigment manufacturing process, representing approximately 10% of the production cost. We have access to natural gas-based energy at our U.S. and Mexico TiO₂ pigment production facilities and our Florida and Georgia minerals plants, supporting advantaged energy costs given the low cost of shale gas in the U.S.

We sell the majority of our products through a direct sales force. In 2018, we launched our ~~Ti-Pure™ Value Stabilization (“TVS”)~~TVS strategy, which we believe to be foundational to ~~maintain~~maintaining and ~~grow~~growing our Titanium Technologies business. Our TVS strategy establishes a commercial framework that allows us to focus on enhancing durable, value-oriented customer relationships, while providing customers access to a predictable and reliable supply of high-quality TiO₂. Customers can purchase Ti-Pure^TM TiO₂either through ~~our Chemours Assured Value Agreements (“AVA”). As an alternative,~~long-term contracts or through Ti-Pure^TM Flex. Launched in 2019, ~~we launched~~Ti-Pure^TM Flex is a new, innovative channel ~~Ti-Pure~~^TM ~~Flex, which~~that provides customers the unique ability to purchase Ti-Pure™ TiO₂ via our web-based portal, the first of its kind in the industry. To further expand our reach beyond these sales channels, we also utilize third-party sales agents and distributors.

TiO₂ pigment represents a significant raw material cost for our direct customers, and as a result, purchasing decisions are often made by our customers’ senior management teams. TiO₂ pigment, however, is only a small fraction of the cost when considering certain end-use applications, especially in segments with larger value chain players, such as specialty coatings, plastics, and laminates applications. Our sales organization works to develop and maintain close relationships with key ~~decision-makers~~decision makers in our value chain. In addition to close purchasing relationships, our sales and technical service teams work together to develop relationships with all layers of our customers’ organizations to ensure that we meet our customers’ commercial and technical requirements. When appropriate, we collaborate closely with customers to solve formulation or application problems by modifying product characteristics or developing new product grades.

To ensure an efficient distribution, we have a large fleet of railcars, which are predominantly used for outbound distribution of products in the U.S. and Canada. A dedicated logistics team, along with external partners, continually optimizes the assignment of our transportation equipment tofor each product ~~lines~~line and geographic ~~regions in order~~region to maximize utilization and maintain an efficient supply chain.

Globally, we serve approximately 600 customers through our Titanium Technologies segment. In ~~2019,~~2021, our 10 largest Titanium Technologies customers accounted for approximately ~~40%~~36% 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. We serve our small-size and mid-size customers through a combination of our direct sales and distribution network. Our direct customers in the Titanium Technologies segment are producers of decorative coatings, automotive and industrial coatings, polyolefin masterbatches, PVC, engineering polymers, laminate paper, coatings paper, and coated paperboard. We focus on developing long-term partnerships with key market participants in each of these sectors. We also deliver a high level of technical service to satisfy our customers’ specific needs, which helps us maintain strong customer relationships.

The demand for TiO₂ 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 TiO₂ pigment sales volume is typically lowest in the first quarter, highest in the second and third quarters, and moderate in the fourth quarter. This pattern applies to the entire TiO₂ pigment market, but may vary by region, country, or application. ~~It can~~The impacts of seasonality on demand for TiO₂pigment may also be altered by economic factors, such as changes in global GDP, and other factors, such as the COVID-19 pandemic.

Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, foam blowing agents, and specialty solvents. We have an industry-leading safety culture and apply world-class R&D and technical expertise to ensure that our operations run safely and reliably, and to improve our process technology.

Our Thermal & Specialized Solutions segment has held a leading position in the fluorochemicals market since the commercial introduction of Freon™ in 1930. Since the original chlorofluorocarbons (“CFC”)-based product was introduced, Thermal & Specialized Solutions has been at the forefront of new technology research for lower GWP and lesser ozone-depleting potential products, leading to the development of hydrochlorofluorocarbons (“HCFC”) and hydrofluorocarbons (“HFC”). We have a leading position in HFC refrigerants under the brand name Freon™, and we are a leader in the development of sustainable technologies like Opteon™, a line of low GWP hydrofluoroolefin (“HFO”) refrigerants, which also have a near-zero ozone-depletion footprint. Opteon™ was initially developed in response to the European Union’s (“EU”) Mobile Air Conditioning Directive. Today, our Opteon^TM-branded portfolio of products is used in a broad range of applications, including automotive, air conditioning, commercial refrigeration, and foam blowing agents. This patented technology offers similar functionality to current HFC products, but meets or ~~other demand cycles.~~betters currently-mandated environmental standards and, in some cases, provides energy efficiency benefits.

Our Thermal & Specialized Solutions segment led the industry in the Montreal Protocol-driven transition in 1987 from CFCs to the lesser ozone-depleting HCFCs and non-ozone-depleting HFCs and, in 1988, committed to cease production of CFCs. Starting in the early 1990s, Thermal & Specialized Solutions began manufacturing non-ozone-depleting HFCs. Driven by the emerging megatrends of Climate Change, Decarbonization, and Energy Efficiency, together with environmental legislation being enacted across the U.S., Europe, Latin America, and Japan, we commercialized Opteon™ in 2016. We will continue to invest in R&D to meet the increasing regulatory requirements of the industry and meet our customers’ needs as regulations change.

Our Thermal & Specialized Solutions segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific. We have a leadership position in fluorine chemistry and materials science, a broad scope and scale of operations, market-driven applications development capabilities, and deep customer knowledge. Key competitors for the Thermal & Specialized Solutions segment include Honeywell International, Inc., Arkema S.A., Orbia, and Daikin Industries, Ltd.

Thermal & Specialized Solutions’ demand growth has generally been in line with global GDP growth. Growth may be higher than GDP in situations where, for environmental reasons, regulatory drivers constrain the market or drive the market toward lower GWP alternatives. Developed markets represent the largest consumers of fluorochemicals today. Global middle class growth and the increasing demand for automobiles, refrigeration, and air conditioning are all key drivers of increased demand for various fluorochemicals.

The primary raw materials required to support the Thermal & Specialized Solutions segment are fluorspar, sulfur, ethylene, chlorinated organics, chlorine, and hydrogen fluoride. These are available in many countries and are not concentrated in any particular region. We pursue maximum competitiveness in our global supply chains through competitive, flexible, and diversified sourcing of key raw materials. Our contracts typically include terms that span from two to ten years. Qualified fluorspar sources have fixed contract prices or freely-negotiated, market-based pricing. We diversify our sourcing through multiple geographic regions and suppliers to ensure a diversified and cost competitive supply.

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 work with customers to select the appropriate solutions to meet their technical performance needs. We sell our products through direct channels and through resellers. Selling agreements vary by product line and markets served and include both spot-pricing arrangements and multi-year contracts with varying durations.

Our Thermal & Specialized Solutions segment maintains a large fleet of railcars, tank trucks, and containers to deliver our products and support our supply chain needs. For the portion of the fleet that is leased, the related lease terms are usually staggered, which provides us with a competitive cost position, as well as the ability to adjust the size of our fleet in response to changes in market conditions. 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.

Our Thermal & Specialized Solutions segment serves approximately 1,000 customers and distributors globally, and, in many instances, these commercial relationships have been in place for decades. No single Thermal & Specialized Solutions customer represented more than 10% of the segment’s net sales in 2021.

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

Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique performance capabilities and are present in applications that people around the world use every day. The segment has a diversified portfolio that includes various industrial resins, specialty products, membranes, and coatings. These product offerings position the business to serve a broad range of markets, including consumer electronics, semiconductors, digital communications, transportation, energy, oil and gas, and medical, among others.

Our products set the standard in a number of performance categories, including chemical inertness, thermal stability, low friction, weather and corrosion resistance, and di-electric properties. These performance advantages make our polymers a material of choice, especially in complex applications and extreme environmental conditions. Our products are therefore critical to many emerging technology areas, including energy storage, hydrogen production and fuel cells, 5G data delivery, advanced semi-conductor infrastructure, and connected devices.

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. 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 Advanced Performance Materials segment uses a market-back approach to drive technology development. Our innovations are underpinned by deep technical knowledge and experience in fluoropolymer chemistry. We leverage our state-of-the-art R&D facilities at the Chemours Discovery Hub to drive faster development on a global scale. We also participate in a broad array of industry consortia and collaborate with leading academics across a variety of disciplines to drive fundamental R&D in the materials space.

The segment is well positioned to capture future growth through the combination of our unique product capabilities and market-driven product development process. Advanced Performance Materials will benefit long-term from the megatrends impacting our customers’ key end markets, including digital connectivity, urbanization, and climate change.

Our Advanced Performance Materials segment competes against a broad variety of global manufacturers, as well as regional manufacturers in Asia Pacific. We have a leadership position in fluorine chemistry and materials science, a broad scope and scale of operations, a strong applications development competency, and deep customer knowledge. Key competitors for this segment include Daikin Industries, Ltd., 3M Company, Solvay, S.A., Asahi Glass Co., Ltd., and Dongyue Group Co., Ltd.

Demand growth for Advanced Performance Materials has generally been in line with global GDP growth. However, demand for the segment’s products may grow at a rate faster than GDP, driven by global middle-class growth and alignment between our market-driven product technology development process and emerging market technologies, such as 5G, fuel cells and electrolyzers, electronics, communications, and transportation.

The primary raw materials required for the Advanced Performance Materials segment are chlorinated organics, hydrogen fluoride, and vinylidene fluoride. These are available in many countries and are not concentrated in any particular region. We pursue maximum competitiveness in our global supply chains through competitive, flexible, and diversified sourcing of key raw materials. Our contracts typically include terms that span from two to ten years. We diversify our sourcing through multiple geographic regions and suppliers to ensure a diversified and cost competitive supply.

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 work with customers to select the appropriate fluoropolymers or other advanced performance materials to meet their technical performance needs based on their intended performance-in-use requirements. We sell our products through direct and indirect channels, and the duration of our selling agreements vary by product line and markets served.

Our Advanced Performance Materials segment maintains a limited fleet of railcars, tank trucks, containers, and totes to deliver our products and support our supply chain needs. For the portion of the fleet that is leased, the related lease terms are usually staggered, which provides us with a competitive cost position, as well as the ability to adjust the size of our fleet in response to changes in market conditions. We manage our fleet to ensure it is appropriately sized to meet market demand while maintaining flexibility. 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 maximizeutilization and flexibility of the supply chain.

Our Advanced Performance Materials segment serves approximately 1,400 customers and distributors globally and, in many instances, these commercial relationships have been in place for decades. No single Advanced Performance Materials customer represented more than 10% of the segment’s net sales in 2021.

There is no significant seasonality in our Advanced Performance Materials segment’s net sales, as demand is relatively consistent throughout the year.

Our Chemical Solutions segment is comprised of a portfolio of industrial chemical businesses, primarily operating in the Americas. The segment’s products are used as important raw materials and catalysts for a diverse group of industries, including, among others, gold production (prior to the sale of our Mining Solutions business), clean and disinfect, oil and gas, water treatment, electronics, and automotive. Chemical Solutions generates value through the use of market-leading manufacturing technology, safety performance, product stewardship, and differentiated logistics capabilities.

In early 2021, we began a strategic review of our Mining Solutions business, which included our sodium cyanide and hydrogen cyanide product lines. On July 26, 2021, we entered into a definitive agreement with Manchester Acquisition Sub LLC, a Delaware limited liability company and a subsidiary of Draslovka Holding a.s., to sell our Mining Solutions business and completed the sale on December 1, 2021 for net cash proceeds of $508 million, net of $13 million cash divested. For the year ended December 31, 2021, the Mining Solutions business accounted for approximately 70% of the Chemical Solutions segment net sales.

Following the sale of our Mining Solutions business, our Chemical Solutions remaining operations include one production facility in North America that sells products and solutions through the Performance Chemicals and Intermediates product group. Our Performance Chemicals and Intermediates product group, is primarily comprised of our Glycolic Acid and Vazo™ product lines, and we manufacture a variety of chemicals used in many different applications. Performance Chemicals and Intermediates business is expected to generally grow in line with growth in global GDP.

The industrial and specialty chemicals produced by our Chemical Solutions segment are important raw materials for a wide range of industries and end-markets. We hold a long-standing reputation for high quality and the safe-handling of hazardous products, such as sodium cyanide, dimethyl sulfate and Vazo™. Our positions in these products are the result of our process technology, manufacturing scale, efficient supply chain, and proximity to large customers. Prior to the sale of the Mining Solutions business, key competitors for the Chemical Solutions include Cyanco Corp., Hebei Chengxin Group Co. Ltd., CyPlus GmbH, Orica Ltd., and Tongsuh Petrochemical Corp., Ltd. Key competitors for the remaining business in our Chemicals Solutions segment include CABB GmbH and Nouryon.

Key raw materials for the remaining business in our Chemical Solutions segment include aminonitrile, formaldehyde, natural gas, hydrogen, sodium trioxide, and caustic soda. We source raw materials from global and regional suppliers, where possible, and maintain multiple supplier relationships to protect against supply disruptions and potential price increases. To further mitigate the risk of raw materials availability and cost fluctuations, our Chemical Solutions segment has also taken steps to optimize routes for distribution, lock in long-term contracts with key suppliers, and increase the number of customer contracts with raw materials price pass-through terms. We do rely on one supplier for aminonitrile, which is a key raw material for the production of Vazo™. Any prolonged inability to obtain aminonitrile could have an adverse effect on our operating results and could unfavorably impact our customer relationships. We do not believe that the loss of any other particular suppliers would be material to our business.

Most of Chemical Solutions’ raw materials and products can be delivered by efficient bulk transportation. As such, we maintain a fleet of railcars, tank trucks, and containers to support our supply chain needs. For the portion of the fleet that is leased, the related lease terms are usually staggered, which provides us with a competitive cost position as well as the ability to adjust the size of our container fleet in response to changes in market conditions. A dedicated logistics team, along with external partners, continually optimizes the assignment of our transportation equipment to each product line and geographic regions to maximize utilization and flexibility of the supply chain. The strategic placement of our facilities in locations designed to serve our key customer base in the Americas gives us robust distribution capabilities.

Our Chemical Solutions segment focuses on developing long-term partnerships with key market participants. Many of our commercial and industrial relationships have been in place for decades and are based on our proven value proposition of safely and reliably supplying our customers with the materials needed for their operations. Our reputation and long-term track record are key competitive advantages, as several of the products’ end-users demand the highest level of excellence in safe manufacturing, distribution, handling, and storage. Our Chemical Solutions segment has U.S. Department of Transportation Special Permits and Approvals in place for the distribution of various materials associated with each of our business lines, as required. During the year, prior to the sale of our Mining Solutions business, our Chemical Solutions segment served approximately 300 customers globally. In 2021, one Chemical Solutions customer represented more than 10% of the segment’s net sales.

Intellectual property, including trade secrets, certain patents, trademarks, copyrights, know-how, and other proprietary rights, is a critical part of maintaining our technology leadership and competitive edge. Our business strategy is to file patent and trademark applications globally for proprietary new product and ~~applications~~application development ~~technologies.~~technologies, and we work actively on a global basis to create, protect, and enforce our intellectual property rights.

Our Titanium Technologies segment relies upon unpatented proprietary knowledge, continuing technological innovation, and other trade secrets to develop and maintain our competitive position in this sector. Within this segment, we hold significant intellectual property in the form of trade secrets, and, while we believe that no single trade secret is material in relation to our combined business as a whole, we believe that our trade secrets are material in the aggregate.Our proprietary chloride production process is an important part of our technology, and our business could be harmed if our trade secrets are not maintained in confidence. Within our Titanium Technologies segment’s intellectual property portfolio, we consider our trademarks Ti-Pure™ and BaiMax^TM to be valuable assets. We ~~hold many~~have registered the Ti-Pure^TM trademark in a number of countries and the BaiMax^TM trademark in China.

Our Thermal & Specialized Solutions segment is a technology leader in the markets in which it participates. We maintain a large fluorochemicals patent portfolio, inclusive of patents ~~particularly in our Fluoroproducts segment, as described herein. These patents, including various patents that~~which will expire in varying years into the ~~2030s,~~2030s. We consider our Opteon™ and Freon™ trademarks used in the ~~aggregate, are believed~~Thermal & Specialized Solutions segment to be valuable assets.

Our Advanced Performance Materials segment possesses extensive know-how and trade secrets related to manufacturing technologies for a broad range of ~~material importance~~specialized fluoropolymers, as well as application development technology for fluoropolymers based on comprehensive knowledge of customer applications. We hold patents relating to manufacturing for certain products with high quality, specifications and purity as required by the electronics, communications, automotive, wire and cable, and other industries. Additionally, our ~~business. However,~~Advanced Performance Materials segment is a leader in and holds patents relating to non-fluorinated materials for use as durable water repellants for garments and other uses. In our Advanced Performance Materials segment’s intellectual property portfolio, we ~~believe that no single patent (or related group of patents) is material in relation~~consider our Teflon^TM, Viton^TM, Nafion^TM, and Krytox^TM trademarks to ~~our business as a whole.~~ be valuable assets.

Our Chemical Solutions segment is a manufacturing ~~and application development~~ technology leader in a majority of the markets in which it participates. Trade secrets are one of the key elements of our intellectual property security in the Chemical Solutions segment, as most of the segment’s manufacturing and applications development technologies are no longer under patent coverage. ~~In addition, particularly in~~

The protections afforded under our Titanium Technologies segment, we hold significant intellectual property in the form of trade secrets, and, while we believe that no single trade secret is material in relation to our combined business as a whole, we believe that our trade secrets are material in the aggregate. Unlike patents, trade secrets do not have a pre-determined validity period, but are valid indefinitely, so long as their secrecy is maintained. We work actively on a global basis to create, protect, and enforce our intellectual property rights. The protection afforded by these patents and trademarks ~~varies~~vary based on country, scope of individual patent, and trademark coverage, as well as the availability of legal remedies in each country. ~~Although~~Our patents, in the aggregate, are believed to be of material importance to our business. However, although certain proprietary intellectual property rights are important to our success, we do not believe that we are ~~materially-dependent~~materially dependent on any ~~particular~~single patent (or group of related patents) or trademark. We believe that securing our intellectual property is critical to maintaining our technology leadership and our competitive position, especially with respect to new technologies or the extensions of existing technologies. Our proprietary process technology can be a source of incremental income through licensing arrangements.

Our Fluoroproducts segment is a technology leader in the markets in which it participates. We have one of the largest patent portfolios in the fluorine derivatives industry. In our Fluoroproducts segment’s intellectual property portfolio, we consider our Freon™, Opteon™, Teflon™, Viton™, Nafion^TM, and Krytox™ trademarks to be valuable assets. Our Titanium Technologies segment in particular relies upon unpatented proprietary knowledge, continuing technological innovation, and other trade secrets to develop and maintain our competitive position in this sector. Our proprietary chloride production process is an important part of our technology, and our business could be harmed if our trade secrets are not maintained in confidence. In our Titanium Technologies segment’s intellectual property portfolio, we consider our trademarks Ti-Pure™ and BaiMax^TM ~~to be valuable assets and have registered the Ti-Pure~~^TM ~~trademark in a number of countries and the BaiMax~~^TM ~~trademark in China.~~

At the Separation, certain of our subsidiaries entered into an intellectual property cross-license agreement with DuPont, pursuant to which (i) DuPont licenses to us certain patents, know-how, and technical information owned by DuPont or its affiliates which are necessary or useful in our business, and (ii) we license to DuPont certain patents owned by us or our affiliates which are necessary or useful in DuPont’s business. In most circumstances, the licenses are perpetual, irrevocable, sub-licensable (in connection with the party’s business), assignable (in connection with a sale of the applicable portion of a party’s business or assets, subject to certain exceptions) worldwide licenses in connection with the current operations of the businesses and, with respect to specified products and fields of use, future operations of such businesses, subject to certain limitations with respect to specified products and fields of use.

In general, we do not manufacture our products against a backlog of orders and do not consider backlog to be a significant indicator of the level of our future sales activity. Our production and inventory levels are based on the level of incoming orders, as well as projections of future demand. Therefore, we believe that backlog information is not material to understanding our overall business and should not be considered a reliable indicator of our ability to achieve any particular level of net sales or financial performance.The Chemours Company

Information related to environmental matters is included in several areas of this Annual Report on Form 10-K, including: (i) Item 1A – Risk Factors; (ii) Item 3 – Legal Proceedings, under the heading “Environmental Proceedings”; (iii) Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations; and, (iv) “Note 3 – Summary of Significant Accounting Policies” and “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

Central to our CRC are our ten goals that we aim to achieve by 2030. These goals fall into three pillars: Inspired People, Shared Planet, and Evolved Portfolio. In April 2021, we announced an update to our climate goals to better align our climate commitment with the Paris Accord and set us on a path to achieve net zero greenhouse gas emissions from our operations by 2050. The Shared Planet pillar of our CRC underlines our commitment to deliver essential solutions responsibly, without causing harm to the Earth. With a focus on the responsible treatment of climate, water, and waste, our shared planet 2030 goals are comprised of the following:

As part of the Evolved Portfolio pillar of our CRC, we are reimagining our portfolio to offer solutions that are also safer, healthier, and more resilient for a world that demands more. We believe that climate change is an important global issue that presents both opportunities and challenges for our company, our partners, and our communities. Climate change matters for our company are likely to be driven by changes in physical climate parameters, regulations and/or public policy, and changes in technology and product demand. Our operations and business results are increasingly subject to evolving climate-related legislation and regulations, inclusive of restrictions on GHG emissions, cap and trade emissions trading systems, and taxes on GHG emissions, fuel, and energy, among other provisions. Such regulatory matters have led, and are expected to continue to lead, to subsequent developments in product technology and demand. This helps guide our investment decisions and drive growth in demand for low-carbon and energy-efficient products, manufacturing technologies, and services that facilitate adaptation to a changing climate. 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.

For example, global regulations driving the phase-down of HFCs, including the EU’s F-Gas Directive, the EU’s Mobile Air Conditioning Directive, and the recently enacted U.S.
American Innovation and Manufacturing Act (“AIM”), promote the adoption and sale of our high performing Opteon™ products, which have lower GWP and zero ozone-depletion footprint. Our Opteon™ portfolio has been developed to meet global regulations while maintaining or improving performance compared to the products they replace in refrigeration and cooling applications, such as food transportation, food and pharmaceutical/medical storage, food manufacturing and retail, automotive air conditioning, and residential and commercial building air conditioning. By the year 2025, we estimate that our low GWP products will eliminate an estimated 325 million tons of carbon dioxide equivalents on a global basis.

We are a proponent of the recently passed bipartisan AIM Act, going into effect in 2022, that will begin the national phase-down of hydrofluorocarbons. Earlier this year, we announced the implementation of an improvement project to significantly reduce emissions of HFC-23 at our Louisville, Kentucky manufacturing site. The project includes the design, custom-build and installation of proprietary technology to capture at least 99% of HFC-23 process emissions from the site.

Our growth prospects in fluoropolymers are also enhanced by regulation driving the increasing demand for electric vehicles and high-performance, low-emission vehicles. Our fluoropolymers are critical to delivering high performance over a wide range of harsh operating conditions, enhancing passenger safety, improving emission controls, and better fuel economy, and enable vehicle electrification and the shift to hydrogen-powered vehicles. We expect the use of our fluoropolymers in vehicles to increase, driven by the automotive industry’s trends toward energy efficiency and clean energy due to evolving emissions performance regulations and increasing adoption of electric vehicles.

As an energy and emissions intensive company, our costs of complying with complex environmental laws, regulations, and enforcements, as well as internal and external voluntary programs, are significant and will continue to be significant for the foreseeable future. These laws, regulations, and enforcements may change and could become more stringent over time, which could result in significant additional compliance costs, increased costs of purchased energy or other raw materials, increased transportation costs, investments in, or restrictions on, our operations, installation or modification of GHG-emitting equipment, or additional costs associated with GHG emissions. Additionally, significant regional or national differences in approaches to the imposition of such regulations and restrictions could present competitive challenges in a global marketplace. Currently, most of our global operating facilities are required to monitor and report their GHG emissions but may or may not be subject to programs requiring trading or emission controls. The EU Emission Trading System and the cap and trade pilot program in Mexico apply to our operating sites in those regions. 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. By tracking and taking action to reduce our GHG emissions footprint through energy efficiency programs and focused GHG management efforts, we can decrease the potential future impact of these regulatory matters.

Meeting our commitment to responsible chemistry depends on our ability to create a vibrant workplace culture that attracts and retains the best and brightest in their fields to come work at Chemours. 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. This success depends on creating a diverse, inclusive, and empowered workforce – one that holds a multiplicity of viewpoints, stems from a variety of backgrounds, and brings an abundance of different life experiences to work. We believe our global workforce should reflect the viewpoints and diversity of the communities in which we operate. That combination of excellence and diversity is essential to continuing our strong track record of uncovering and delivering the innovative solutions society needs.

Our board of directors is comprised of eleven individuals with diverse experience and credentials, selected for their acumen and ability to challenge and add value to management. Our directors have held significant leadership positions and bring a depth of experience across a wide variety of industries, providing the company with unique insights and fresh perspectives. The demographics of our board of directors include 36% women and 27% ethnically diverse individuals. Refer to Item 10 – Directors, Executive Officers, and Corporate Governance for further information related to our board of directors. Management of the Company is led by our President and Chief Executive Officer (“CEO”) and his 8 direct reports, which comprise our Chemours Executive Team (“CET”). The demographics of our CET include 44% women and 44% ethnically diverse individuals. Further information related to our CET is included under the caption “Information About Our Executive Officers” within this Part I of our Annual Report on Form 10-K.

At December 31, 2021, we had approximately 6,400 employees globally, nearly all of which were full-time employees. Our employees’ global demographics consisted of approximately 77% male employees and approximately 23% female employees, and, in the U.S., approximately 21% of our employees were considered to be ethnically diverse. At December 31, 2021, we had approximately 74% of our employees in the Americas (65% of whom are in the United States), 14% in Europe, and 12% in Asia Pacific (4% of whom are in China). Approximately 19% of our employees are represented by unions or works councils. Management believes that its relations with employees and labor organizations are good.

In addition to Chemours employees, our total global workforce also includes contract workers that are available to support our manufacturing sites. Our number of contract workers varies throughout the year due to business needs and seasonal plant activities. These on-site contract workers provide services for facility maintenance, engineering services and construction support, operations, research and logistics support, equipment service and maintenance, custodial services, and site security services. Management believes that its relations with contract workers are good.

In 2018, we issued our inaugural CRC Report, which expresses our commitment to our stakeholders to make chemistry as responsible as it is essential. This commitment is embedded within our growth strategy as a company. Our inaugural report included 10 ambitious goals targeted for completion by 2030, built on the pillars of Inspired People, Shared Planet, and an Evolved Portfolio. These goals are designed to promote accountability to our commitment and position us for long-term success. Our Inspired People pillar underlines our commitment to creating and sustaining a diverse, inclusive, and safe workplace. With a focus on creating a vibrant workplace culture that attracts, retains, and empowers the best and brightest in their fields, the following table sets forth our Inspired People goals and our relative progress at December 31, 2021.

In support of our goals and commitment to foster a diverse and inclusive environment where all employees can contribute, thrive and grow, we have several Employee Resource Groups (“ERGs”): Chemours Asian Group, Chemours Black Employee Network, Chemours Latin American Resource Organization, Chemours Pride Network, Chemours Women’s Network, Early Career Network, and VetNet. The objectives of these ERGs are to help foster a diverse, inclusive workplace by educating and building awareness across the Company on challenges underrepresented groups often face, how to be more inclusive, supporting career development efforts, and leading community outreach efforts. We also facilitate additional educational programs, workshops and discussions on a variety of diversity and inclusion topics for global, regional, and local employee groups. In 2020, we introduced a new compensations metric focused on increasing the total proportion of women in the global workforce. The annual bonus structure for all Chemours executives and senior leaders now includes this metric, which we believe is important to drive interim progress toward our 2030 gender diversity goal.

Ultimately, we believe that our efforts towards achieving each of these goals result in a company culture that views our individual differences, safety-focused mentality, and talent development initiatives as sources of competitive strength.

Responsible chemistry begins with our focus on the safety and health of people all along our value chain, including our own workforce. Our Safety Obsession is deeply rooted in our responsible chemistry ethos and is one of our five core values, emphasizing our steadfast belief that a safe workplace is a profitable workplace. Our safety commitment extends beyond ourselves and our manufacturing sites, and we make ongoing, upfront investments in our people, our facilities, and our processes to protect the safety and well-being of our workforce, our business partners, and the communities in which we operate.

Our Safety Obsession culture requires and encourages our global workforce to seek out training opportunities to increase safety literacy and capability at our sites. We offer computer-based learning, classroom-style learning, hands-on training and demonstration for proficiency, and mentoring and apprenticeship training for skill development. Our course content ranges from general safety awareness trainings to specialized trainings, covering topics such as hazardous materials, electrical safety, and so forth. Our training programs are tailored to individual employee roles, promoting the safety of our workforce while simultaneously providing the knowledge and skills necessary to maintain operational performance at our complex manufacturing facilities. In measuring the safety performance of our workforce, we monitor several metrics, including those set forth in our Inspired People goals above.

Beyond the physical safety aspects of our workplace, we also consider the emotional and psychological aspects of employee safety – an idea we refer to as holistic safety. Emotional and psychological safety exists when team members feel accepted and respected, allowing them to bring their authentic selves to work without fear of negative consequences to self-image, workplace status, or career opportunities. Holistic safety and business performance are interconnected, as an environment lacking emotional and psychological safety creates distraction, which may lead to workplace missteps and can result in physical accidents. At Chemours, the way in which we work is grounded in our Safety Obsession, which encompasses the physical, emotional, and psychological dimensions of safety. Holistic safety also acknowledges our aspiration to be a diverse, equitable, and inclusive company, where every employee is fully engaged and actively contributing to business results.

Consistent with our Safety Obsession, we have taken several actions during 2021 to promote the health, safety, and well-being of our workforce in response to the COVID-19 pandemic. Such actions have included requiring remote working arrangements where practicable, the imposition of travel restrictions, limiting non-essential visits to plant sites, performing health checks before every shift, providing personal protective equipment for our “essential” operations employees at our sites and labs, and enhanced industrial hygiene and sanitization practices. We have also provided our employees with opportunities to participate in webinar sessions focused on challenges that may be experienced during trying times, such as mental and financial health. We will continue to make decisions that promote the health and safety of our employees and contractors throughout the duration of the COVID-19 pandemic.

We encourage our employees to own their careers by taking the lead in their respective professional development journeys. We actively support our employees in their professional development, providing multiple learning opportunities and trainings. We also provide our employees with the necessary tools and resources to develop and produce the next generation of innovative chemistry products, most notably, our 312,000-square-foot R&D facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware (“Chemours Discovery Hub”). Given our focus on experiential learning, we leverage special projects, short-term assignments, and cross-functional job rotations to further develop talent and support employees in meeting their professional aspirations. Semi-annual performance reviews, combined with annual career development planning and ongoing feedback, provide support in performance and development and help our people know where they excel and how they can improve.

We provide a total compensation package that is targeted to be competitive with the markets in which we compete for talent, while allowing individual employee pay to vary equitably based on performance, skills, and experience. Our compensation programs are globally aligned, and, where possible, our total rewards plans include base salary, incentives (short- and long-term), financial, physical, and mental well-being programs, and monetary and social recognition. We routinely review our total rewards practices in the markets in which we compete to ensure our plans allow us to recruit and retain the diverse talent we need to be successful. We are firmly committed to paying our employees in a fair and equitable manner, regardless of race or gender, and we have implemented global total rewards tools to promote equitable remuneration. To ensure we deliver on this commitment, we periodically engage with independent third-party consultants to review our compensation practices and recommend pay actions.

We believe that our workplace culture, as reinforced by our CRC, corporate values, professional development opportunities, and competitive employee compensation, is critical in attaining a high offer acceptance rate and maintaining low levels of attrition, thereby enabling us to attract talented employees and retain and recognize the benefits of our investments in our employees’ technical manufacturing capabilities, safety acumen, and professional development. For the year ended December 31, 2021, our voluntary attrition percentage was approximately 9%.

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. Securities and Exchange Commission (“SEC”), including reports on the following forms: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are also accessible on our website at http://www.chemours.com by clicking on the section labeled “Investor ~~Relations,”~~Relations”, then on “Financials” and “SEC ~~Filings.”~~Filings”. 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.

~~We have approximately 7,000 employees, approximately 14% of whom are represented by unions or works councils. Management believes that its relations with employees and labor organizations are good.~~

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

Risks Related to ~~Our Business~~Legal Matters, Environmental Sustainability, and Regulations

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

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

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

In the ordinary course of business, we may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we may be required to indemnify ~~DuPont~~EID with regard to liabilities allocated to, or assumed by, us under each of the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement that were executed prior to the Separation. These indemnification obligations to date have included defense costs associated with certain litigation matters, as well as certain damages awards, settlements, and penalties. ~~On August 24, 2017,~~In January 2021, we and the DuPont Indemnitees entered into ~~an amendment to the separation agreement concerning future PFOA litigation~~a binding Memorandum of Understanding (the “MOU”) addressing certain PFAS matters and costs ~~not covered by the MDL Settlement~~ as detailed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. Future PFOA-related costs and settlements could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our results of operations. In addition, in the event that DuPont seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition. Disputes with the DuPont Indemnitees and others which may arise with respect to ~~indemnification~~the MOU and PFAS matters, including disputes based on matters of law or contract interpretation, could materially adversely affect ~~us.~~
our results of operations, financial condition, and cash flows.

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.

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

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

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

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

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 ~~our~~us incurring liability in connection with such characterization and the associated effects of any toxicological or health-related impact. If such a discovery or characterization occurs, we may incur increased costs in order to comply with new regulatory requirements or as a result of litigation. In addition, the relevant materials or products, including products of our customers incorporating our materials or products, may be recalled, phased-out, or banned. Changes in laws, science, or regulations, or their ~~interpretation,~~interpretations, and our customers’ perception of such changes or interpretations may also affect the marketability of certain of our products.

For example, in May 2016, the European Chemicals Agency (“ECHA”) accepted a proposal from France’s competent authority under REACH to change the classification of TiO₂. ECHA’s ~~Committee for~~ Risk ~~Action~~Assessment Committee (“RAC”) provided the opinion that the evidence meets the criteria under the EU’s Classification, Labeling and Packaging (“CLP”) Regulation to classify TiO₂ as a Category 2 Carcinogen (suspected human carcinogen) by inhalation. To implement this opinion, the EU Commission (“EC”) presented a draft of the full 14^th Adaptation to Technical Progress (“ATP”), including a proposed classification (with notes) for the powder form of TiO₂ as a Category 2 Carcinogen by inhalation, as a delegated act for scrutiny by EU Council and Parliament. The ~~scrutiny period ended in February 2020, with publication to follow shortly thereafter. Publication will then be followed by an 18-month implementation period before the~~ act ~~comes~~came into ~~enforcement. Upon publication of the act and our subsequent review~~enforcement on October 1, 2021. The impacts of the additional regulatory measures ~~enacted, we may be subject to~~will include increased requirements for TiO₂ product labeling and importing operations, ~~and certain downstream use applications associated with TiO~~₂~~. This~~which could increase ~~our~~the costs associated with our TiO₂ manufacturing and handling processes.

In June 2019, the Member States Committee of ECHA also voted to list HFPO Dimer Acid as a Substance of Very High Concern. The vote was based on Article 57(f) – equivalent level of concern having probable serious effects to the environment. This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance, which could have an adverse effect on our results of operations, financial condition, and cash flows. In September 2019, ~~Chemours~~we filed an application with the EU Court of Justice for the annulment of the decision of ECHA to list HFPO Dimer Acid as a Substance of Very High Concern.

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

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

In connection with our Separation, we were required to assume, and indemnify EID for, certain liabilities. 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 financial results could be negatively affected. 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.

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

We also rely upon unpatented proprietary technology, know-how, and other trade secrets to maintain our competitive position. While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements. We also may not be able to readily detect breaches of such agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how, or trade secrets could result in significantly lower revenues, reduced profit margins, or loss of market share.

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

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

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

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

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

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

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

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

Restrictions under the intellectual property cross-license agreement could limit our ability to develop and commercialize certain products and/or prosecute, maintain, and enforce certain intellectual property.

We depend to a certain extent on DuPont to prosecute, maintain, and enforce certain of the intellectual property licensed under the intellectual property cross-license agreement. Specifically, DuPont is responsible for filing, prosecuting, and maintaining patents that DuPont licenses to us. DuPont also has the first right to enforce such patents, trade secrets, and the know-how licensed to us by DuPont. If DuPont fails to fulfill its obligations or chooses to not enforce the licensed patents, trade secrets, or know-how under the intellectual property cross-license agreement, we may not be able to prevent competitors from making, using, and selling competitive products unless we are able to effectively exercise our secondary rights to enforce such patents, trade secrets, and know-how.

In addition, our restrictions under the intellectual property cross-license agreement could limit our ability to develop and commercialize certain products. For example, the licenses granted to us under the agreement may not extend to all new products, services, and businesses that we may enter in the future. These limitations and restrictions may make it more difficult, time-consuming, or expensive for us to develop and commercialize certain new products and services, or may result in certain of our products or services being later to market than those of our competitors.

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.

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

~~Our results of operations and financial condition could~~If our long-lived assets become impaired, we may be ~~seriously impacted by business disruptions and security breaches, including cybersecurity incidents.~~required to record a significant charge to earnings.

~~Business and/~~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 ~~supply chain disruptions, plant downtime, power outages, and/or information technology system~~changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating that the carrying value of our long-lived assets may not be recoverable, include, but are not limited to, changes in the industrial, economic, political, social, and network disruptions, regardless of cause, including acts of sabotage, employee error or other actions, geo-political activity, military actions, and terrorism (including cyberterrorism) could seriously harm our operations,physical landscapes in which we operate, as well as competition or other factors leading to a reduction in expected long-term sales or profitability. We may be required to record a significant non-cash charge in our financial statements during the ~~operations~~period in which any impairment of our ~~customers and suppliers. Further, the nature~~long-lived assets is determined, negatively impacting our results of our business dictates that we maintain significant concentrations of physical assets in certain geographical locations, some of which may be prone to weather-related events and natural disasters (whichoperations.

We could be ~~exacerbated by climate change). Such events could also seriously harm~~subject to changes in our ~~operations, as well as~~tax rates and the ~~operations~~adoption of ~~our customers and suppliers, and accordingly, we continue~~tax legislation or exposure to study the long-term implications of changing climate parameters on plant siting, operational issues, and water availability. Any of the aforementioned disruptions and/or events could have a negative impact onadditional tax liabilities that may adversely affect our ~~business,~~ results of operations, financial condition, and cash flows.

~~Failure~~We are subject to ~~effectively prevent, detect,~~taxes in the U.S. and ~~recover from security breaches, including attacks on information technology~~non-U.S. jurisdictions where our subsidiaries are organized. Due to economic and ~~infrastructure~~political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by ~~hackers, viruses, breaches due to employee error~~and may fluctuate because of changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or ~~other actions, or other disruptions, could result in misuse~~their interpretations, and taxes associated with the repatriation of our ~~assets, business disruptions, loss~~non-U.S. earnings. Our tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies. We regularly assess the likelihood of ~~property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss~~an adverse outcome resulting from these examinations to determine the adequacy of sales, and interference with regulatory compliance. Like most major corporations, we have been, and expect to be the target of industrial espionage, including cyberattacks, from time to time. We have determined that these attacks have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information, and have included the obtaining of trade secrets and proprietary information related to the chloride manufacturing processour provision for ~~TiO~~₂ ~~pigment by third parties. Although we do not believe that we have experienced any material losses to date related to these breaches, there~~taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, financial condition, and cash flows could be adversely affected.

There are other significant areas where the liabilities of EID may become our obligations. For example, under the IRC and the related rules and regulations, each corporation that was a member of EID’s consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the distribution is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group for such taxable period. In connection with the Separation and distribution, we ~~will not suffer~~entered into a tax matters agreement with EID that allocates the responsibility for prior period taxes of EID’s consolidated tax reporting group between us and EID. If EID were unable to pay any ~~such losses in the future. We plan to actively manage the risks within our control that~~prior period taxes for which it is responsible, however, we could ~~lead to business disruptions and security breaches. As these threats continue to evolve, particularly around cybersecurity, we may~~ be required to ~~expend significant resources to enhance our control environment, processes, practices,~~pay the entire amount of such taxes, and such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other ~~protective measures. Despite these efforts, such events could materially adversely affect our business, financial condition, or results of operations.~~matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

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

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

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

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

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

Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business ~~including internal~~ and external communications, and the management of our accounting, finance, and supply chain functions. Further, our business involves the use, storage, and transmission of information about customers, suppliers, and employees. As we become more dependent on information technology to conduct our business, and as the number and sophistication of cyberattacks increases, the risks associated with cybersecurity, information security, and data privacy also increase. Failure to maintain effective internal control over our information technology and infrastructure could materially adversely affect our ~~business,~~stock price.

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

Risks Related to the physical- and cyber-related aspects of our business have been developed and detail the actions needed in the event of unforeseen events or severe weather. 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

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 ~~DuPont~~EID under the agreements entered into between us and ~~DuPont~~EID as part of the Separation. These could adversely affect our ability to execute our future strategic decisions and our results of operations and financial condition.

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

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

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

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

~~In March 2018,~~There are hazards associated with chemical manufacturing and the related storage, containment, and transportation of raw materials, products, and wastes. These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a ~~civil association in Mexico filed~~particular manufacturing facility or on us as a ~~complaint against~~whole. While we endeavor to provide adequate protection for the ~~government authorities involved in the permitting process~~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 ~~new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The claimant sought~~manufacturing facilities, and, ~~obtained~~as a ~~suspension from~~result, we could face the ~~district judge~~following potential hazards:

These hazards may cause personal injury and loss of life, damage to ~~stop~~property, contamination of the environment, and damage to natural resources, which could lead to government fines and penalties, remedial obligations, work stoppage injunctions, claims and lawsuits by injured persons, damage to our ~~construction work. The suspension was subsequently lifted on appeal,~~public reputation and ~~the matter~~brands, loss of sales and market access, customer dissatisfaction, and diminished product acceptance. If such actions are determined adversely to us or there is ~~before the Supreme Court of Mexico. A second similar complaint was filed in September 2019~~an associated economic impact to our business, we may have inadequate insurance or cash flows to offset any associated costs. Such outcomes could adversely affect our financial condition and again, a suspension of construction was granted. We have filed an appeal. In the event that the suspension of construction is ultimately upheld, we would incur $26 million of contract termination fees with a third-party services provider. Additionally, at December 31, 2019, we had $144 million long-lived assets under construction at the facility, $7 million of other related prepaid costs, and $51 million of our goodwill assigned to the Mining Solutions reporting unit. While we currently believe these amounts are recoverable, any future assessment that could potentially deem the facility to be impaired would result in a non-cash charge that negatively impacts our results of operations.

Our results of operations and financial condition could be seriously impacted by business disruptions and security breaches, including cybersecurity incidents.

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

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

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

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

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

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

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

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

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

~~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 employees.~~

Our success depends on the performance of our senior management team and other key employees. If we are unable to attract, retain, identify, and develop such individuals, whether due to technical, geographical, social, or other misalignment, our results of operations, financial condition, and cash flows could be adversely affected. Further, if we are unable to effectively plan for the succession of our senior management team, our results of operations, financial condition, and cash flows could be adversely affected, as we may be unable to realize our business strategy. While our ongoing personnel practices identify a succession process for our key employees, including our senior management team, 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.

In addition, we expect to experience significant turnover at an operations level due to the demographics of our general workforce. Accordingly, we cannot guarantee the completeness of any knowledge transfer at the time of departure, or the continuity of key processes and/or internal controls over our financial reporting and disclosure controls and procedures.

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

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

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

~~In addition to the general risks associated with operating in the global economy, our revenue and profitability are largely dependent on the TiO~~₂ ~~pigment industry and the industries that are the end-users of our fluoroproducts. TiO~~₂ pigment and our fluoroproducts, such as refrigerants and resins, are used in many “quality of life” products for which demand historically has been linked to global, regional, and local GDP and discretionary spending, which can be negatively impacted by regional and world events, or economic conditions. Such events, which may or may not impact all of our businesses at the same time or to the same degree, are likely to cause a decrease in the demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition. The future profitability of our operations, and cash flows generated by those operations, will also be affected by the available supply of our products in the market. ~~Our future Ti-Pure~~^TM ~~demand growth may be below average global GDP growth rates if our sales into developed markets outpace our sales into emerging markets.~~ In addition, because demand for our fluorochemicals is driven in part by industry needs to comply with certain mandated environmental regulations (such as markets for refrigerants and foams with low GWP), changes in, the elimination of, or lack of enforcement of such environmental regulations in the U.S., the EU, or other jurisdictions can also negatively impact demand for such products and, as a result, our results of operations and financial condition.

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

Due to our international operations, we transact in many foreign currencies, including, but not limited to, the euro, the Mexican peso, the Chinese yuan, and the Japanese yen. As a result, we are subject to the effects of changes in foreign currency exchange rates. During times of a strengthening U.S. dollar, our reported net sales and operating income will be reduced because the local currency will be translated into fewer U.S. dollars. During periods of local economic crisis, local currencies may be devalued significantly against the U.S. dollar, potentially reducing our margin. For example, depreciation of the euro against the U.S. dollar has historically negatively impacted our results of operations, and further decline of the euro could affect future periods.

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

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

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

In connection with our Separation, we were required to assume, and indemnify DuPont for, certain liabilities. As we may be required to make payments pursuant to these indemnities to DuPont, we may need to divert cash to meet those obligations and our financial results could be negatively affected. In addition, DuPont’s obligation to indemnify us for certain liabilities may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and DuPont may not be able to satisfy its indemnification obligations in the future.

Pursuant to the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement, we entered into with DuPont prior to the Separation, we were required to assume, and indemnify DuPont for, certain liabilities. These indemnification obligations to date have included, among other items, defense costs associated with certain litigation matters as well as certain damages awards, settlement amounts, and penalties. In connection with MDL Settlement described in “Note 22 – Commitments and Contingent Liabilities” to the ~~Consolidated Financial Statements, we and DuPont entered into an amendment to the separation agreement concerning PFOA costs, the terms of which are also described in “Note 22 – Commitments and Contingent Liabilities” to the~~ ~~Consolidated Financial Statements~~. Payments pursuant to these indemnities, whether relating to PFOA costs or otherwise, may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution. In addition, in the event that DuPont seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition.

Disputes with DuPont and others which may arise with respect to indemnification matters, including disputes based on matter of law or contract interpretation, could materially adversely affect us. As described in “Note 22 – Commitments and Contingent Liabilities” to the ~~Consolidated Financial Statements, we have filed a lawsuit against DuPont regarding indemnification matters. As further described in “Note 22 – Commitments and Contingent Liabilities” to the~~ ~~Consolidated Financial Statements, multiple lawsuits have been filed by third parties containing allegations that DuPont’s separation of Chemours was fraudulent.~~

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

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

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

Our customers, prospective customers, suppliers, other companies with whom we conduct business, or regulators may need assurances that our financial stability is sufficient to satisfy their respective business or regulatory requirements.

Some of our customers, prospective customers, suppliers, other companies with whom we conduct business, or regulators may need assurances that our financial stability is sufficient to satisfy their respective business or regulatory requirements, and may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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

All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating companies and any future subsidiaries. Consequently, our cash flows and our ability to meet our obligations or make cash distributions depends upon the cash flows of our operating companies and any future subsidiaries, and the payment of funds by our operating companies and any future subsidiaries in the form of dividends or otherwise. The ability of our operating companies and any future subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, and legal restrictions regarding the transfer of funds.

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

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

~~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.~~

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

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

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

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

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

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

As of December 31, ~~2019,~~2021, we had approximately ~~$4.2~~$3.8 billion of indebtedness. At December 31, ~~2019,~~2021, together with the guarantors, we had approximately ~~$1.3~~$1.2 billion of indebtedness outstanding under our senior secured credit facilities, and ~~an $800~~a $900 million revolving credit facility (“Revolving Credit Facility”) capacity, which would be senior secured indebtedness, if drawn (collectively, the “Senior Secured Credit Facilities”). Our current level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. The level of our indebtedness could have other important consequences on our business, including:

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

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

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

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

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

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.

Notwithstanding our current level of indebtedness, we may incur significant additional indebtedness in the future, including additional secured indebtedness (including the ~~$800~~$900 million maximum capacity under the Revolving Credit Facility) that would be effectively senior to our outstanding notes. Although the indenture that governs the outstanding notes and the credit agreement that governs the Senior Secured Credit Facilities contain restrictions on our ability to incur additional indebtedness and to enter into certain types of other transactions, these restrictions are subject to a number of significant qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions, including additional secured indebtedness, could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. To the extent such new debt is added to our current debt levels, the substantial leverage risks described in the immediately preceding risk factor would increase.

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

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

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

~~Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.~~

Our borrowings under the Senior Secured Credit Facilities are at variable rates and expose us to interest rate risk. As a result, if interest rates increase, our debt service obligations under the Senior Secured Credit Facilities or other variable rate debt would increase, even though the amount borrowed would remain the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. As of December 31, 2019, we had approximately $1.3 billion of our outstanding debt under the Senior Secured Credit Facilities at variable interest rates.

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

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

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

~~Risks Related~~Our variable rate indebtedness subjects us to ~~the Separation~~interest rate risk, which could cause our indebtedness service obligations to increase significantly.

DuPont received a ruling from the U.S. Internal Revenue Service (“IRS”) substantially to the effect that, among other things, the distribution in connection with the Separation qualified as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (“IRC”). The tax-free nature of the distribution was conditioned on the continued validity of the IRS Ruling, as well as on receipt of a tax opinion, in form and substance acceptable to DuPont, substantially to the effect that, among other things, the distribution would qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the IRC, and certain transactions related to the transfer of assets and liabilities to us in connection with the Separation and distribution would not result in the recognition of any gain or loss to us, DuPont, or our stockholders. The IRS Ruling and the tax opinion relied on certain facts, assumptions, and undertakings, and certain representations from us and DuPont, regarding the past and future conduct of both respective businesses and other matters, and the tax opinion relies on the IRS Ruling. Notwithstanding the IRS Ruling and the tax opinion, the IRS could determine that the distribution or such related transactions should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations, or undertakings were not correct, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the tax opinion that are not covered by the IRS Ruling.

If the distribution ultimately was determined to be taxable, then a stockholder of DuPont that received shares of our common stock in the distribution would be treated as having received a distribution of property in an amount equal to the fair market value of such shares on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such stockholder as a dividend to the extent of DuPont’s current and accumulated earnings and profits. Any amount that exceeded DuPont’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of DuPont stock with any remaining amount being taxed as a capital gain. DuPont would recognize a taxable gain in an amount equal to the excess, if any, of the fair market value of the shares of our common stock held by DuPont on the distribution date over DuPont’s tax basis in such shares. In addition, if certain related transactions fail to qualify for tax-free treatment under U.S. federal, state, and/or local tax law, and/or foreign tax law, we and DuPont could incur significant tax liabilities under U.S. federal, state, and/or local tax law, and/or foreign tax law.

Generally, taxes resulting from the failure of the Separation and distribution or certain related transactions to qualify for non-recognition treatment under U.S. federal, state, and/or local tax law, and/or foreign tax law, would be imposed on DuPont or DuPont’s stockholders and,Our borrowings under the ~~tax matters agreement that we entered into with DuPont prior~~Senior Secured Credit Facilities are at variable rates and expose us to the Separation, DuPont is generally obligated to indemnify us against such taxes to the extent that we may be jointly, severally, or secondarily liable for such taxes. However, under the terms of the tax matters agreement, we are also generally responsible for any taxes imposed on DuPont that arise from the failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the IRC or the failure of such related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events, or transactions relating tointerest rate risk. As a result, if interest rates increase, our ~~or our affiliates’ stock, assets, or business, or any breach of our or our affiliates’ representations, covenants, or~~debt service obligations under the ~~tax matters agreement (or any other agreement we enter into in connection with the Separation and distribution), the materials submitted to the IRS~~Senior Secured Credit Facilities or other ~~governmental authorities in connection with~~variable rate debt would increase, even though the ~~request for~~amount borrowed would remain the IRS Ruling or other tax rulings or the representation letter provided to counsel in connection with the tax opinion. Events triggering an indemnification obligation under the agreement include events occurring after the distribution that cause DuPont to recognize a gain under Section 355(e) of the IRC. Such tax amounts could be significant. To the extent we are responsible for any liability under the tax matters agreement, there could be a material adverse impact onsame, and our ~~business, financial condition, results of operations,~~net income and cash flows, ~~in future reporting periods.~~

including cash available for servicing our indebtedness, would correspondingly decrease. We ~~are subject~~may use, from time to ~~continuing contingent tax-related liabilities~~time, derivative instruments to mitigate interest rate risk. However, there is no guarantee that derivative contracts may be available to us and/or if such contracts will provide the desired results. As of ~~DuPont.~~

~~There are several significant areas where the liabilities~~December 31, 2021, we had approximately $1.2 billion of ~~DuPont may become~~ our ~~obligations. For example,~~outstanding debt under the IRC and the related rules and regulations, each corporation that was a member of DuPont’s consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the distribution is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group for such taxable period. In connection with the Separation and distribution, we entered into a tax matters agreement with DuPont that allocates the responsibility for prior period taxes of DuPont’s consolidated tax reporting group between us and DuPont. If DuPont were unable to pay any prior period taxes for which it is responsible, however, we could be required to pay the entire amount of such taxes, and such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.Senior Secured Credit Facilities at variable interest rates.

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

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

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

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

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

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

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

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

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

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

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

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

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

~~In addition, an acquisition or further issuance~~Our success depends on our ability to attract and retain key employees, and to identify and develop talented personnel to succeed our senior management and other key employees.

Our success depends on the performance of our ~~stock~~key employees, including our senior management team. If we are unable to attract, retain, identify, and develop a talented, diverse set of leaders, whether due to technical, geographical, social, or other differences, our results of operations, financial condition, and cash flows could ~~trigger the application of Section 355(e) of the IRC. Under the tax matters agreement executed prior~~be adversely affected. Further, if we are unable to ~~the Separation, we would be required to indemnify DuPont~~effectively plan for the ~~tax imposed under Section 355(e)~~succession of ~~the IRC resulting from an acquisition or issuance~~our senior management team, our results of ~~its stock, even if it did not participate in or otherwise facilitate the acquisition,~~operations, financial condition, and this indemnity obligation might discourage, delay, or prevent a change of control that a stockholder may consider favorable. See the risk factor, “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 wecash flows could be ~~subject~~adversely affected, as we may be unable to ~~significant tax~~realize our business strategy. While our ongoing personnel practices identify a succession process for our key employees, we cannot guarantee the effectiveness of this process, the continuity of highly-qualified individuals serving in all of our key positions at particular moments in time, and/or the completeness of any knowledge transfer at the time of succession, including its impacts on our general operations and ~~indemnification liability and stockholders receiving~~on our ~~common stock in the distribution could be subject to significant tax liability” for further information.~~internal controls over our financial reporting.

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

The following chart sets forth our production facilities at December 31, ~~2019.~~2021.

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

The following chart sets forth our stand-alone technical centers at December 31, ~~2019.~~2021.

Our plants and equipment are maintained in good operating condition. We believe that we have sufficient production capacity for our primary products to meet demand in ~~2020.~~2022. 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. Physical security measures have been combined with process safety measures, administrative procedures, and emergency response preparedness into an integrated security plan. We conduct vulnerability assessments at our operating facilities in the U.S., as well as high-priority sites worldwide, and as a result, identify and implement the appropriate measures to protect these facilities from physical and cyberattacks. We also maintain preparedness plans that detail actions needed to recover from acute severe weather events, natural disasters, or other events that could disrupt our business. We engineer our facilities to better withstand these events and hold insurance coverage to protect against losses from physical damages and business interruptions. These measures have historically been in place, and these activities and associated costs are ~~partnering with carriers, including railroad, shipping, and trucking companies, to secure chemicals in transit.~~driven by normal operational preparedness.

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

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

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

In the U.S. District Court for the Eastern District of North ~~Carolina, Southern Division:~~Carolina:

The U.S. Environmental Protection Agency (“EPA”) conducted a multimedia inspection at the DuPont LaPorte, Texas facility in January 2008. DuPont, the EPA, and the U.S. Department of Justice began discussions in the fall of 2011 relating to the management of certain materials in the facility’s waste water treatment system, hazardous waste management, flare, and air emissions. These negotiations continue. We operate a fluoroproducts production facility at this site.

~~A Proposed Consent Agreement and Final Order (“CAFO”) was received from the EPA in January 2020, alleging CAA Section 112(r) violations at the LaPorte, Texas site.The alleged violations are under the CAA’s chemical accident prevention provisions (40 CFR Part 68), and the EPA states that it is seeking a civil penalty of $0.6 million for negotiation purposes.We are reviewing the draft CAFO and the alleged violations, and will respond to the EPA. At this time, we believe a loss is reasonably possible.~~

We have complied with requests from the local environmental agency (“DCMR,” formerly under the jurisdiction of “OZHZ”), the Labor Inspectorate (“iSZW”), the Inspectorate for Environment and Transportation (“ILT”), and the Water Authority (“RWS”) in the Netherlands for information and documents regarding the Dordrecht site’s operations. We have complied with the requests, and the agencies have published several reports between 2016 and 2018, all of them publicly available. The National Institute for Public Health and the Environment (“RIVM”) has also published several reports with respect to PFOA and GenX. In December 2018, DCMR imposed a €1 million fine after undertaking waste water tests, which detected low levels of PFOA. DCMR continued taking samples and has imposed three additional fines between January and May 2019, each of which was €0.25 million. We have appealed all the fines, and we believe that we have valid defenses to prevail. We continue to cooperate with all authorities in responding to information requests.

In ~~October 2019,~~May 2020, we ~~received a $0.15 million fine from the Federal Rail Administration (“FRA”) based on the results~~were notified of an ~~investigation of our Antimony Pentachloride railcar shipments, fleet, commodity code accuracy, and condition of valves. We are continuing to investigate this matter and have submitted a response~~alleged criminal offense related to the ~~FRA~~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 ~~December 2019.~~the first quarter of 2016 by a public prosecutor. We believe that the Company has complied with all relevant laws, and we are in contact with the prosecutor.

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

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

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

Mark ~~P. Vergnano~~E. Newman, age ~~62,~~58, serves as our President and Chief Executive Officer (“CEO”). Prior to joining Chemours, he held roles of increasing responsibility at DuPont. In October 2009, Mr. Vergnano was appointed Executive Vice President of DuPont and was responsible for multiple businesses and functions, including the businesses in the Chemours segment: DuPont Chemicals and Fluoroproducts and Titanium Technologies. In June 2006, he was named Group Vice President of DuPont Safety and Protection. In October 2005, he was named Vice President and General Manager – Surfaces and Building Innovations. In February 2003, he was named Vice President and General Manager – Nonwovens. Prior to that, he had several assignments in manufacturing, technology, marketing, sales, and business strategy. Mr. Vergnano joined DuPont in 1980 as a process engineer. Mr. Vergnano was appointed Chairman of the National Safety Council in 2017 and has served on its board of directors since 2007. He has also served on the board of directors of the American Chemistry Council since 2015 and was appointed Chairman in 2019, and he has served on the board of directors of Johnson Controls International plc since 2016. He previously served on the board of directors of Johnson Controls, Inc. from 2011 to 2016.

~~Mark E. Newman, age 56, serves as our Senior Vice President and Chief Operating Officer (“COO").~~CEO. Mr. Newman was appointed ~~Senior Vice~~ President and ~~COO~~CEO in ~~June 2019,~~July 2021, prior to which time he had served as our Senior Vice President and Chief Operating Officer (“COO”) since June 2019 and our Senior Vice President and Chief Financial Officer (“CFO”) ~~since~~from November ~~2014.~~2014 to June 2019. Mr. Newman joined Chemours in November 2014 from SunCoke Energy, Inc. (“SunCoke”), where he was SunCoke’s Senior Vice President and CFO and led its financial, strategy, business development, and information technology functions. Mr. Newman joined SunCoke’s leadership team in March 2011 to help drive SunCoke’s separation from its parent company, Sunoco, Inc. He led SunCoke through an initial public offering and championed a major restructuring of SunCoke, which resulted in the initial public offering of SunCoke Energy Partners, L.P. in January 2013, creating the first coke-manufacturing master limited partnership. Prior to joining SunCoke, Mr. Newman served as Vice President – Remarketing and Managing Director of SmartAuction, Ally Financial Inc. (previously, the General Motors Acceptance Corporation). Mr. Newman began his career at the General Motors Company in 1986 as an Industrial Engineer and progressed through several financial and operational leadership roles within the global automaker, including Vice President and CFO of Shanghai General Motors Limited; Assistant Treasurer of General Motors Corporation; and, Vice President – North America and CFO. Mr. Newman ~~has~~ served on the board of Altria Group, Inc. ~~since~~from February ~~2018.~~2018 through January 2022.

Sameer Ralhan, age ~~46,~~48, serves as our Senior Vice President ~~CFO,~~ and ~~Treasurer.~~CFO. Mr. Ralhan was appointed Senior Vice President and CFO in June 2019. Mr. Ralhan joined Chemours in November 2014 and has held several positions of increasing responsibility in strategy, mergers and acquisitions (“M&A”), finance, and treasury. He served as Vice President, Business Finance and Treasurer from 2018 to 2019, retaining his responsibilities as Treasurer until August 2020, and Vice President, Business Finance and Head of M&A from 2016 to 2018. He also served as Treasurer and Head of M&A from 2015 to 2016, and Head of M&A from 2014 to 2015. Prior to joining Chemours, Mr. Ralhan served as a Managing Director in the Global Natural Resources Group of Goldman Sachs & Co. During his tenure at Goldman Sachs and Co., from 2007 to 2014, he advised companies in the chemicals, industrials, and basic materials sectors on M&A, portfolio transformations, corporate finance matters, and capital markets transactions. Mr. Ralhan also served as an associate in the investment banking group of Bank of America Securities, LLC from 2004 to 2007. Mr. Ralhan began his career as a Chemical Engineer and brings chemicals industry operating experience from his time (1998 – 2002) at Aspen Technology, Inc., where, as an advanced process control engineer, he executed manufacturing process improvement and operational enhancement initiatives for several global chemical and petrochemical companies.

Edwin C. Sparks, age ~~46,~~48, serves as our President – ~~Fluoroproducts~~Titanium Technologies and President – Chemical Solutions. Mr. Sparks was appointed to these roles in ~~October 2019~~March 2021 and April 2018, respectively. Previously, he served as President – Fluoroproducts (comprised of Thermal & Specialized Solutions and Advanced Performance Materials) from October 2019 to March 2021. Additionally, Mr. Sparks served as Director of Corporate Strategy from 2017 to 2018 and Global Planning Director – Titanium Technologies from 2016 to 2017. He also served as the Asia Pacific Regional Business Director – Titanium Technologies from 2015 to 2016, based in Singapore. Prior to joining Chemours, he held leadership positions of increasing scope in the ~~DuPont~~EID Titanium Technologies business, with responsibilities including sales, marketing, operations, strategy, and technology. Mr. Sparks joined ~~DuPont~~EID in 1994 as a process engineer.

~~Bryan Snell~~Alisha Bellezza, age ~~63,~~46, serves as our President – ~~Titanium Technologies. Mr. Snell~~Thermal & Specialized Solutions. Ms. Bellezza was appointed to this role in March 2021, having led the business since July 2020. Ms. Bellezza joined Chemours in 2015 to launch the investor relations function, before becoming our Vice President, Treasurer and Head of Investor Relations from 2016 to 2018. More recently, she held the position of Vice President, Global Sales, Commercial Operations & Supply Chain in the Titanium Technologies segment from 2018 to 2020. Prior to Chemours, Ms. Bellezza held positions with increasing responsibility in Investor Relations, Corporate Strategy & Development, and Finance at FMC Corporation in the Agricultural Products Group and at the Corporate level from 2006 to 2015. She began her career as a financial analyst in banking at Bank One corporation and First Bank & Trust, holding progressive leadership positions before joining Verizon Communications in 2003 to 2006.

Denise Dignam, age 56, serves as our President – ~~Titanium Technologies~~Advanced Performance Materials Ms. Dignam was appointed to this role in ~~May 2015. Previously, he~~March 2021. Ms. Dignam joined Chemours in 2015 and has served as ~~Planning~~our Vice President of Global Operations – Fluoroproducts, from 2019 to 2021; Global Senior Business Director – ~~DuPont Performance Chemicals~~Fluoropolymers, from ~~2014~~2016 to ~~2015. Prior~~2019; and North American Business Director – Diversified Technologies and Industrial Resins, from 2015 to ~~that, he held leadership positions~~2016. Previously, she worked at EID in ~~DuPont Titanium Technologies,~~various roles, including ~~Planning~~ Director of Global Supply Chain – Fluoroproducts, from ~~2011~~2013 to ~~2012 in Wilmington, Delaware and~~2014; Global Business Manager of Sulfur Products, from ~~2012~~2009 to ~~2013 in Singapore,~~2013; and Global Sales ~~and Marketing Director~~Manager of Clean Technologies from ~~2008~~2007 to ~~2010. Mr. Snell served as Regional Operations Director – DuPont Coatings and Color Technologies Platform~~2009. Ms. Dignam joined EID in 2007 and 2008. He was based in Taiwan from 2002 to 2006, in the roles of Plant Manager – Kuan Yin Plant and Asia Pacific Regional Director, DuPont Titanium Technologies. Mr. Snell joined DuPont in 19781988 as a ~~process engineer and has experience in nuclear and petrochemical operations, as well as sales, business strategy, and mergers and acquisitions.~~design engineer.

David C. Shelton, age ~~56,~~58, serves as our Senior Vice President, General Counsel and Corporate Secretary. Prior to Chemours, Mr. Shelton was appointed Associate General Counsel for ~~DuPont~~EID in 2011 and was responsible for the U.S. Commercial team, which included the business lawyers and paralegals counseling all ~~DuPont~~EID business units, with the exception of Agriculture. Mr. Shelton also served as the Commercial Attorney to a variety of ~~DuPont~~EID businesses including the Performance Materials platform, which he advised on international assignment in Geneva, and the businesses now comprising ~~the DuPont Chemicals and Fluoroproducts business unit.~~Chemours. Prior to that, Mr. Shelton advised the company on environmental and remediation matters as part of the environmental legal team. Mr. Shelton joined ~~DuPont~~EID in 1996, after seven years in private practice as a litigator in Pennsylvania and New Jersey.

Susan M. Kelliher, age ~~53,~~55, serves as our Senior Vice President, – Human Resources and Health Services. Ms. Kelliher joined Chemours in 2017 from Albemarle Corporation (“Albemarle”), where she served as Senior Vice President – Human Resources for the global specialty chemical company. Prior to Albemarle, she served as Vice President – Human Resources at Hewlett Packard, where she held a number of leadership positions on global teams including Imaging and Printing and Global Sales ~~and~~& Enterprise Marketing from 2007 to 2012. Before joining Hewlett Packard, Ms. Kelliher served as Vice President – Human Resources for Cymer, Inc. (“Cymer”), where she led the people function. She joined Cymer from The Home Depot where, from 2004 to 2007, she was the Vice President – Human Resources for the growth engines of the company – Business Development, and Home Services including responsibility for due diligence and integration for the company’s acquisitions. From 2000 to 2004, Ms. Kelliher served as Senior Director of Human Resources for Corporate Business Development and International Operations for the Raytheon Company (“Raytheon”). Prior to Raytheon, she served as the Director of Human Resources – Western Region for YUM! Brands, Pizza Hut division from 1995 to 2000. Ms. Kelliher started her career at Mobil Oil, where her career progressed through a variety of assignments including support for new ventures in Europe, Russia, and Africa from 1990 to 1995.

~~Erich Parker~~Alvenia Scarborough, age ~~68,~~48, serves as our Senior Vice President, of Corporate Communications and Chief Brand Officer. ~~Mr. Parker~~Ms. Scarborough was appointed ~~Creative Director and Global~~to this role in October 2020, after serving as Senior Director of Corporate Communications ~~of DuPont in 2010. He led the initiative to develop corporate positioning~~ and its creative expression through branded content and program sponsorship with large international news media outlets. In 2008, Mr. Parker was appointed Communications Leader for DuPont’s Safety and Protection Platform.Brand Marketing since July 2015. Prior to ~~joining DuPont, Mr. Parker was principal~~Chemours, Ms. Scarborough held a variety of ~~his own public relations~~corporate communications and marketing communications ~~firm based in Washington, District~~positions with increasing responsibility across brand development, corporate reputation, media relations, employee communications, and digital marketing. Ms. Scarborough brings over two decades of ~~Columbia and New York. Mr. Parker has also~~communications experience with leading multinational companies, including: EID, where she served as ~~Executive~~the Corporate Leader, Brand Management, Protection and Licensing from 2013 to 2015 and Global Director, Business Communications and Brand Marketing from 2011 to 2013; Newell Rubbermaid, where she served as the Director, Business Communications and Brand Marketing, Global Technology Brands from 2009 to 2010; and Kodak Alaris, where she served as Director of Marketing & Communications, Consumer Imaging from 2000 to 2009, where she spent several years as a product management commercial leader. Ms. Scarborough’s unique experience and modern approach to communications have resulted in multiple industry awards and recognition for breakthrough social media and advertising campaigns.

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

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

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol, ~~“CC.”~~“CC”. The number of record holders of our common stock was ~~45,310~~40,500 at February ~~10, 2020.~~7, 2022. Holders of our common stock are entitled to receive dividends when they are declared by our board of directors, and dividends are generally declared and paid on a quarterly basis. ~~The~~Our stock transfer agent and registrar is Computershare Trust Company, N.A.

On November 30, 2017, our board of directors approved a share repurchase plan authorizing the purchase of shares of our issued and outstanding common stock in an aggregate amount not to exceed $500 million, plus any associated fees or costs in connection with our share repurchase activity (the “2017 Share Repurchase Program”). Under the 2017 Share Repurchase Program, shares of our common stock were purchased in the open market from time to time, subject to management’s discretion, as well as general business and market conditions. Our 2017 Share Repurchase Program became effective on November 30, 2017, and was announced to the public on December 1, 2017. On May 31, 2018, we completed the aggregate $500 million in authorized purchases of our issued and outstanding common stock under the 2017 Share Repurchase Program, which amounted to a cumulative 10,085,647 shares purchased at an average share price of $49.58 per share. All common shares purchased under the 2017 Share Repurchase Program are held as treasury stock and are accounted for using the cost method.

On August 1, 2018, our board of directors approved a share repurchase program authorizing the purchase of shares of our issued and outstanding common stock in an aggregate amount not to exceed $750 million, plus any associated fees or costs in connection with our share repurchase activity (the “2018 Share Repurchase Program”). On February 13, 2019, our board of directors increased the authorization amount of the 2018 Share Repurchase Program from $750 million to $1.0 billion. Under the 2018 Share Repurchase Program, shares of our common stock can be purchased onin the open market from time to time, subject to management’s discretion, as well as general business and market conditions. Our 2018 Share Repurchase Program became effective on August 1, 2018 and was ~~announced~~originally scheduled to ~~the public on August 2, 2018, and will~~ continue through the earlier of its expiration on December 31, 2020 or the completion of repurchases up to the approved amount. On December 8, 2020, our board of directors approved the extension of the 2018 Share Repurchase Program through December 31, 2022. The program may be suspended or discontinued at any time. All common shares purchased under the 2018 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method.

~~As of~~Through December 31, ~~2019,~~2021, under the 2018 Share Repurchase Program, we have purchased a cumulative ~~15,245,999~~20,779,745 shares of our issued and outstanding common stock, ~~under the 2018 Share Repurchase Program,~~ which amounted to ~~$572~~$749 million at an average share price of ~~$37.52~~$36.05 per share. ~~There were no share repurchases under the 2018 Share Repurchase Program for the three months ended December 31, 2019.~~ The aggregate amount of our common stock that remained available for purchase under the 2018 Share Repurchase Program at December 31, ~~2019~~2021 was ~~$428~~$251 million.

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

The following graph presents the five-year cumulative total stockholder returns for our common stock compared with the Standard & Poor’s (“S&P”) MidCap 400 and the S&P MidCap 400 Chemical ~~indices since our Separation from DuPont on July 1, 2015, the date that our common stock began “regular-way” trading on the NYSE.~~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 ~~July 1, 2015,~~December 31, 2016, and that all dividends were reinvested.

~~The selected historical consolidated financial data for each~~Schedules not listed herein have been omitted because they are not required, not applicable, or the required information is otherwise included.

Pursuant to the reporting requirements under the Exchange Act, we are required to and have previously filed reports and information with the SEC, including reports on the following forms: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the ~~years ended December 31, 2019, 2018,~~Exchange Act. These reports and ~~2017,~~information have been filed or furnished with the SEC and are available electronically, both with the SEC and on our company website, as referenced under the caption “Available Information” within this Part I of ~~December 31, 2019 and 2018 was derived from the audited consolidated financial statements included in the~~ ~~Consolidated Financial Statements~~ of this Annual Report on Form 10-K. The selected historical consolidated financial data for each of the years ended December 31, 2016 and 2015, and as of December 31, 2017, 2016, and 2015 was derived from our ~~audited consolidated financial statements not included in this~~ Annual Report on Form 10-K.

The selected historical consolidated financial data for the first six months of the year ended December 31, 2015 includes expenses of DuPont that were allocated to us for certain corporate functions, including information technology, R&D, finance, legal, insurance, compliance, and human resources activities. These costs may not be representative of our actual costs as an independent, publicly-traded company. In addition, our selected historical consolidated financial data does not reflect changes related to our Separation from DuPont, including changes in our cost structure, personnel needs, tax structure, capital structure, financing, and business operations. Consequently, the financial information included herein may not necessarily reflect what our financial position, results of operations, and cash flows would have been had we been an independent, publicly-traded company during the periods presented. Accordingly, these historical results should not be relied upon as an indicator of our future performance. For a better understanding of our financial results, this section should be read in conjunction with ~~Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ ~~and the~~ ~~Consolidated Financial Statements~~.

~~The following table sets forth our selected historical consolidated financial data as of and for the years ended December 31, 2019, 2018, 2017, 2016, and 2015.~~

Year Ended December 31,

(Dollars in millions, except per share amounts)

2019

2018

2017

2016

2015

Summary consolidated statements of operations data

Net sales

$
5,526

$
6,638

$
6,183

$
5,400

$
5,717

Restructuring, asset-related, and other charges

87

49

57

170

333

(Loss) income before income taxes

(124
)

1,155

912

(11
)

(188
)
(Benefit from) provision for income taxes

(72
)

159

165

(18
)

(98
)
Net (loss) income attributable to Chemours

(52
)

995

746

7

(90
)
Basic (loss) earnings per share of common stock (1,2)

(0.32
)

5.62

4.04

0.04

(0.50
)
Diluted (loss) earnings per share of common stock (1,2)

(0.32
)

5.45

3.91

0.04

(0.50
)
Summary consolidated balance sheets data

Working capital, net (3)

$
1,236

$
1,584

$
1,845

$
782

$
835

Total assets

7,258

7,362

7,293

6,060

6,298

Debt, net (4)

4,160

3,972

4,112

3,544

3,954

Other summary consolidated financial data

Purchases of property, plant, and equipment

$
481

$
498

$
411

$
338

$
519

Depreciation and amortization

311

284

273

284

267

Dividends per share of common stock (5,6)

1.00

0.67

0.29

0.12

0.58

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) supplements the Consolidated Financial Statements and the related notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in our financial condition, and the results of our operations for the ~~years ended December 31, 2019 and 2018 and the changes therein.~~periods presented. For the year ended December 31, ~~2017,~~2019, and changes from the year ended December 31, ~~2017~~2019 to the year ended December 31, ~~2018,~~2020, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and the results of our operations have been omitted from this MD&A and may be found in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual ~~Report~~report on Form 10-K for the year ended December 31, ~~2018.~~2020. This MD&A should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

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

~~This MD&A should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included elsewhere~~Factors in this Annual Report on Form 10-K.

We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, ~~and coatings,~~ refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, ~~electronics, mining,~~ and oil ~~refining.~~and gas. Our principal products include TiO₂ pigment, refrigerants, industrial fluoropolymer resins, sodium cyanide (prior to the Mining Solutions business sale), and performance chemicals and ~~intermediates, and TiO~~₂ ~~pigment.~~intermediates. We manage and report our operating results through ~~three~~four reportable segments: ~~Fluoroproducts,~~Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions, and Titanium Technologies. Our Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. Our Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications.Solutions. Our Titanium Technologies segment is a leading, global provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Chemical Solutions segment was a leading provider of industrial chemicals used in gold production prior to the Mining Solutions business sale and continues to be a leading provider of chemicals used in industrial, and consumer applications in the Americas.

~~Fayetteville Works, Fayetteville, North Carolina~~Coronavirus Disease 2019 (“COVID-19”)

~~In February 2019,~~The COVID-19 pandemic continues to spread throughout the world. More contagious COVID-19 variants continue to emerge driving up infection rates globally, particularly in jurisdictions where vaccination rates have lagged. As a global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries, a pandemic presents obstacles that can adversely impact customer demand for our products, our manufacturing operations, our supply chain effectiveness and efficiencies, and ultimately, our financial results. Throughout the outbreak and subsequent stages of the COVID-19 pandemic that have occurred thus far, above all, we ~~entered~~have remained steadfast in our commitment to the health, safety, and well-being of our employees and their families, while serving our customers, and conserving cash to ensure the continuity of our business operations into the future.

Although COVID-19 infections have continued to spread throughout the Americas, Europe and Asia Pacific, we continue to experience minimal disruption in our operations and business-related processes. Where necessary, based on COVID-19 infection rates and local regulations, we continue to take a ~~final Consent Order with~~number of measures to promote the ~~North Carolina Department~~safety and security of ~~Environmental Quality (“NC DEQ”)~~our employees, including requiring remote working arrangements for employees where practicable, the imposition of travel restrictions, limiting non-essential visits to plant sites, performing health checks before every shift, and ~~Cape Fear River Watch, a non-profit organization. The final Consent Order comprehensively~~ ~~addressed certain legal and environmental matters~~providing personal protective equipment for our “essential” operations employees at our ~~Fayetteville Works site~~sites and laboratories. We cannot predict with certainty the potential future impact of the COVID-19 pandemic on our customers’ ability to manufacture their products, as well as any potential future disruptions in ~~Fayetteville, North Carolina (“Fayetteville”)~~our supply chain due to restrictions on travel and ~~was accepted~~transport, regional quarantines, and other social distancing measures. The risks and uncertainties posed by ~~the North Carolina Superior Court for Bladen County.~~

~~In connection with the Consent Order, a thermal oxidizer (“TO”) became fully operational at the site~~this significant, widespread event are innumerable and far-reaching, including but not limited to those described in ~~December 2019, and we switched~~Item 1A – Risk Factors in this Annual Report on Form 10-K. Refer to the ~~permitted operating scenario for the TO on December 31, 2019 as required by the Consent Order. The TO is designed to reduce aerial PFAS emissions from Fayetteville,~~“Segment Reviews”, “2022 Outlook”, and “Liquidity and Capital Resources” sections within 90 days of installation, we, along with the North Carolina Division of Air Quality, will conduct testing to confirm whether the TO is destroying 99.99% of all PFAS air emissions routed to it, utilizing a 2017 baseline.

this In the fourth quarter of 2019, we completed and submitted our Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and Corrective Action Plan (“CAP”) to NC DEQ. The Supplemental Information Report provides information to support the evaluation of potential remedial options to reduce PFAS loadings to surface waters, including interim alternatives. The CAP describes potential remediation activities to address PFAS in on-site groundwater and surface waters at the site, in accordance with the requirements of the Consent Order and the North Carolina groundwater standards, and builds on the previous submissions to NC DEQ. In the fourth quarter of 2019, based on the Consent Order, CAP, and our plans, we accrued an additional $132 million related to the estimated cost of on-site remediation.

~~See “Note 22 – Commitments and Contingent Liabilities” to the~~ ~~Consolidated Financial Statements~~MD&A for further ~~information about environmental remediation at Fayetteville.~~considerations regarding the quickly evolving market dynamics that are impacting our businesses and our associated response.

~~Netherlands Pension Plan~~Despite the health and safety, business continuity, and macroeconomic challenges associated with conducting business in the current environment, we remain committed to anticipating and meeting the demands of our customers, as they, like us, continue to navigate uncharted territory. In 2020, we elected to accept tax relief provided by various taxing jurisdictions, resulting in the deferral of approximately $80 million in tax payments, of which approximately $35 million was paid in 2020 and $35 million was paid in 2021, the remainder of which will be paid in 2022. In addition, in 2021, we recorded approximately $15 million of benefit related to the Employee Retention Credit (“ERC”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which we expect to receive in 2022. We continue to anticipate that our cash generated from operations, available cash, receivables securitization, and existing debt financing arrangements will provide us with sufficient liquidity through at least February 2023.

Over several days in mid-February 2021, a ~~settlement transaction related to~~major winter storm impacted a significant portion of the United States. In Texas, especially, snow, ice, and record-low temperatures drove higher-than-normal energy and heating demand, leaving millions of residents and businesses without power. Impacts from the storm to our ~~Netherlands pension plan. The future risk, responsibility,~~operations were principally at our sites in Corpus Christi, El Dorado and ~~administration associated~~LaPorte in our Thermal & Specialized Solutions segment which experienced physical damage resulting in plant downtime along with significant increases in utility costs during and immediately following the ~~$932 million of inactive participants’ vested pension benefits was transferred~~storm. Our sites at DeLisle and New Johnsonville in our Titanium Technologies segment and at Memphis in our Chemical Solutions segment were affected to a ~~third-party asset management company via an irrevocable transaction~~lesser degree than those in ~~December 2019, thereby eliminating our exposure to~~Thermal & Specialized Solutions. Our Advanced Performance Materials plant sites were not directly impacted by the ~~pension liabilities and formally effecting~~storm, but the ~~settlement. The cumulative loss associated with the inactive participants’ vested pension benefits was recognized in earnings, resulting in a charge of $380 million recognized in other expense, net~~segment did face some challenges in the ~~consolidated statements~~broader supply chain. The total cost of ~~operations. At December 31, 2019, the projected benefit obligations associated with the plan’s active employees remained on our consolidated balance sheet.~~

plant repairs and utility charges in excess of historical averages amount to approximately $21 million. In ~~an effort~~addition, storm-related downtime resulted in under absorption of plant fixed costs, impacting cost of goods sold by $9 million. We do not expect to better align our cost structure with market opportunities, we recorded net severance charges of $22 million during the year ended December 31, 2019. Impacted employees are subject to our customary involuntary termination benefits. The majority of the employees separated from the Company during the fourth quarter of 2019, and the majority of the associated severance payments will be made by the end of 2020.receive any storm-related insurance recoveries.

In March 2021, we announced ~~plans~~the initiation of a strategic review to ~~exit~~assess the ~~Methylamines and Methylamides business at our Belle, West Virginia manufacturing plant, which culminated in our completed exit and~~potential sale of the ~~business to Belle Chemical Company,~~Mining Solutions business. On July 26, 2021, we entered into a definitive agreement with Manchester Acquisition Sub LLC, a Delaware limited liability company and a subsidiary of ~~Cornerstone~~Draslovka Holding a.s., (“Draslovka”) to sell the Mining Solutions business of our Chemical ~~Company, in the fourth quarter~~Solutions segment (the “Mining Solutions Transaction”). The sale was completed on December 1, 2021 for net cash proceeds of ~~2019. As a result, for the year ended December 31, 2019, we recorded accelerated depreciation~~$508 million, net of ~~$34~~$13 million ~~which is reflected as a component of restructuring, asset-related, and other charges in the consolidated statement of operations.~~cash divested. Upon completion of the sale, we also recorded ~~an additional~~a net pre-tax ~~loss~~gain on sale of $2$112 million, inclusive of $21 million of transaction costs.

In August 2021, we issued a $650 million aggregate principal amount of 4.625% senior unsecured notes due November 2029 (the “2029 Notes”). We received proceeds of $642 million, net of ~~a benefit from working capital adjustments, in~~underwriting fees and other related expenses of $8 million, which are deferred and amortized to interest expense ~~net in~~over the ~~consolidated statements of operations. Both~~term of the ~~aforementioned charges relate~~2029 Notes. The net proceeds from the 2029 Notes were used, together with cash on hand, to ~~Chemical Solutions,~~purchase or redeem, as applicable, the $750 million 7.000% senior notes due May 2025, denominated in U.S. dollars (the “2025 Notes”). In connection with the purchase and ~~we do not expect to incur additional charges related to our exit~~redemption of the ~~Methylamines and Methylamides business.~~

~~In July 2019,~~2025 Notes, we ~~through~~incurred a ~~wholly-owned special purpose entity, entered into an accounts receivable securitization facility (“Securitization Facility”) to enhance our liquidity. The original borrowings amounted to $125~~loss on extinguishment of $20 million ~~which, along with available cash, was used to pay down our then outstanding revolving loan. At December 31, 2019, our net borrowings under the Securitization Facility were $110 million.~~

Our credit agreement, as amended and restated on April 3, 2018 (“Credit Agreement”), provides for a seven-year, senior secured term loan facility and a five-year, $800 million senior secured revolving credit facility (“Revolving Credit Facility”). On October 7, 2021, we ~~returned $486 million in cash~~entered into an amendment to ~~our shareholders by purchasing $322 million in our issued and outstanding common stock~~the credit agreement (“Credit Agreement Amendment”) to, among other things, increase the aggregate commitment under our ~~2018 Share Repurchase Program,~~Revolving Credit Facility to $900 million and ~~through~~extend the ~~payment of $164 million in cash dividends, thereby fulfilling our goal of returning the majority of our free cash flows~~maturity date to ~~shareholders.~~October 7, 2026.

~~At December 31, 2019, the aggregate amount of our common stock that remained available for purchase under the 2018 Share Repurchase Program was $428 million.~~

The following table sets forth our results of operations for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our net sales for the year ended December 31, ~~2019.~~2021.

Our net sales ~~decreased~~increased by ~~$1.1~~$1.4 billion (or ~~17%~~28%) to ~~$5.5~~$6.3 billion for the year ended December 31, ~~2019,~~2021, compared with net sales of ~~$6.6~~$5.0 billion for the same period in ~~2018.~~2020. The ~~components of the decrease~~increase in our net sales ~~by segment~~ for the year ended December 31, ~~2019 were as follows:~~2021 was primarily attributable to an increase in ~~our Fluoroproducts segment,~~volume of 21% and an increase in price ~~declined~~of 7%, partially offset by portfolio change of 2% ~~and volume was down 4%; in~~driven by our Chemical Solutions ~~segment,~~segment. Volume and price ~~declined 4%~~increases in net sales were driven by increases in volume and ~~volume was down 7%; and,~~price across all segments. Favorable currency movements in our Titanium Technologies, ~~segment, price declined 1%~~Thermal and ~~volume was down 24%. Unfavorable currency movements also~~Specialized Solutions, and Advanced Performance Materials segments added a ~~1% headwind~~tailwind of 2% to our net ~~sales in our Fluoroproducts and Titanium Technologies segments.~~sales.

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

Our cost of goods sold (“COGS”) ~~decreased~~increased by ~~$204 million~~$1.1 billion (or 4%27%) to ~~$4.5~~$5.0 billion for the year ended December 31, ~~2019,~~2021, compared with COGS of ~~$4.7~~$3.9 billion for the same period in ~~2018.~~2020. The ~~decrease~~increases in our COGS for the year ended December 31, ~~2019 was~~2021 were primarily attributable to ~~lower~~higher net sales, ~~volumes,~~ as well as ~~lower~~higher raw material costs, higher distribution, freight, and logistics ~~expenses. These decreases were~~expenses driven by the overall increase in net sales, raw material inflation and supply chain constraints. The increase was also due to plant fixed costs expensed in conjunction with plant downtime at certain of our facilities and under absorption of plant fixed costs due to operational issues and supply chain disruptions related to inclement weather from Winter Storm Uri during the first quarter of 2021, partially offset by ~~operational headwinds~~a payroll tax credit recognized under the ERC of the CARES Act. The increase in ~~our Fluoroproducts segment, and higher raw materials costs and lower fixed cost absorption in our Titanium Technologies segment. Additionally, during the year ended December 31, 2019, we incurred $150~~COGS was also driven by $193 million ~~for~~of on-site environmental remediation ~~activities related to Fayetteville.~~

costs at our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) during 2021, partially offset by Qualified Spend recovery from DuPont and Corteva.

Our selling, general, and administrative (“SG&A”) expense ~~decreased~~increased by ~~$109~~$65 million (or ~~17%~~12%) to ~~$548~~$592 million for the year ended December 31, ~~2019,~~2021, compared with SG&A expense of ~~$657~~$527 million for the same period in ~~2018.~~2020. The ~~decrease~~increase in our SG&A expense for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~lower performance-related~~higher performance-based compensation ~~costs, as well as costs~~expenses in the current year, $25 million incurred for ~~our 2018 debt transactions, which did not recur~~settlement with the State of Delaware, and cost deferral activities in ~~2019. The~~the prior year ended December 31, 2018 also included the accrual of $63 million for estimated liabilities associated with ongoing environmental matters at Fayetteville. These comparative decreases for the year ended December 31, 2019 arerelated to COVID-19, partially offset by ~~$18 million incurred during the first quarter of 2019, in connection with the approved final Consent Order to settle certain legal~~Qualified Spend recovery from DuPont and ~~environmental matters at Fayetteville.~~ Corteva.

Our research and development (“R&D&D”) expense ~~was largely unchanged at $80~~increased by $14 million (or 15%) to $107 million for the year ended December 31, ~~2019 and $82~~2021, compared with R&D expense of $93 million for the same period in 2020. The increase in our R&D expense for the year ended December 31, ~~2018.~~2021 was primarily attributable to R&D project activities returning to a normalized level following the deferral of activities in 2020 due to COVID-19, growth initiatives in the current year, and our increased focus on product development in our Advanced Performance Materials segment.

Our restructuring, asset-related, and other charges ~~amounted~~decreased by $74 million (or 93%) to ~~$87 million and $49~~$6 million for the ~~years~~year ended December 31, ~~2019 and 2018, respectively.~~2021, compared with $80 million for the same period in 2020.

For the year ended December 31, ~~2019,~~2021, our restructuring, asset-related, and other charges were primarily attributable to ~~$22~~$12 million of ~~employee separation~~decommissioning and dismantling related charges ~~incurred~~ in connection with our ~~2019 Restructuring Program,~~decision to exit the Aniline business and stop production at our Pascagoula, Mississippi manufacturing plant, partially offset by a net $9 million gain from contract termination with a third-party services provider at our previously owned Mining Solutions facility in Gomez Palacio, Durango, Mexico. This facility was sold as ~~well as $34 million of accelerated depreciation recorded in conjunction with our exit~~part of the Methylamines and Methylamides business at our Belle, West Virginia manufacturing plant. We also recognized $20 million in decommissioning and dismantling-related charges, primarily attributable to the demolition and removal of certain unused buildings at our Chambers Works site in Deepwater, New Jersey, as well as $9 million of accelerated depreciation associated with the discontinuation of the titanium tetrachloride product line at our New Johnsonville, Tennessee site.Mining Solutions Transaction.

For the year ended December 31, ~~2018,~~2020, our restructuring, asset-related, and other charges were primarily attributable to ~~employee separation~~$37 million in contract termination fees and ~~other charges incurred~~immediate recognition of prepaid costs in connection with our 2017 restructuring program of $27 million, and employee separation charges of $5 million for our 2018 restructuring program. In addition, we recognized $13 million in decommissioning and dismantling-related charges, primarily attributable to the demolition and removal of certain unused buildingsentry into dispute resolution with a third-party services provider at our ~~Chambers Works site~~previously owned Mining Solutions facility under construction in ~~Deepwater, New Jersey,~~Gomez Palacio, Durango, Mexico. The facility was sold as part of the Mining Solutions Transaction. We also incurred $15 million of employee-related separation liabilities under various restructuring programs and an$10 million of asset-related ~~charge of $4 million for a goodwill~~ impairment charges in our ~~Chemical Solutions segment.~~Advanced Performance Materials segment, as well as $12 million of charges in connection with our decision to exit the Aniline business and stop production at our Pascagoula, Mississippi manufacturing plant.

Our equity in earnings of affiliates ~~decreased~~increased by ~~$14~~$20 million (or ~~33%~~87%) to ~~$29~~$43 million for the year ended December 31, ~~2019,~~2021, compared with equity in earnings of affiliates of ~~$43~~$23 million for the same period in ~~2018.~~2020. The ~~decrease~~increase in our equity in earnings of affiliates for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~global semiconductor and automotive market softness~~increased demand for our ~~equity method investees in the Fluoroproducts segment.~~investees’ products, primarily from Chemours-Mitsui Fluorochemicals Company, Ltd.

Our interest expense, net ~~increased~~decreased by ~~$13~~$25 million (or 7%12%) to ~~$208~~$185 million for the year ended December 31, ~~2019,~~2021, compared with interest expense, net of ~~$195~~$210 million for the same period in ~~2018.~~2020. The ~~increase~~decrease in our interest expense, net for the year ended December 31, ~~2019~~2021 was primarily attributable to a reduction in ~~interest income earned on lower cash~~our outstanding debt obligations and ~~cash equivalents balances,~~associated rates following the refinancing of our 6.625% senior unsecured notes due May 2021, denominated in U.S. dollars (“2023 Dollar Notes”) in the fourth quarter of 2020, as well as ~~less interest capitalized following~~ the ~~completion or stoppage of certain~~refinancing of our ~~large-scale construction projects. These increases were partially offset by~~2025 Notes in the third quarter of 2021 and lower variable interest ~~expense following~~rates on our ~~2018 debt transactions.~~senior secured term loans.

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

~~For the year ended December 31, 2018,~~2021, we recognized a ~~combined~~ loss on extinguishment of debt of ~~$38~~$21 million primarily in connection with ~~the amendment and restatement of our credit agreement, and~~ our tender ~~offers~~offer and make-whole call to purchase any and all of our ~~outstanding euro-denominated 6.125% senior unsecured notes due May 2023~~2025 Notes.

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

Our other income (expense), net ~~decreased~~increased by ~~$455~~$142 million (or over 100%) to ~~other expense, net of $293~~$163 million for the year ended December 31, ~~2019,~~2021, compared with other income, net of ~~$162~~$21 million for the same period in ~~2018.~~2020. The ~~decrease~~increase in our other income, net for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~$368 million in non-operating pension and other post-retirement employee benefit loss, which is inclusive of~~ a $380 million expense recognized upon settlement of the portion of our Netherlands pension plan pertaining to inactive participants’ vested pension benefits. We also experienced a decrease in miscellaneous income, which is primarily attributable to $26 million lower EU fluorinated greenhouse gas (“F-Gas”) quota authorization sales. The comparative decrease in our other income, net ~~is also reflective of a $42 million~~pre-tax gain on ~~the~~ sale of ~~our Linden, New Jersey site during the year ended December 31, 2018. These decreases were partially offset by recognition of a previously deferred non-cash gain of $9~~$112 million ~~during the year ended December 31, 2019. The gain, which was~~ associated with the sale of the Mining Solutions business of our ~~Repauno site~~Chemical Solutions segment and favorable changes in ~~Gibbstown, New Jersey, had been deferred until certain environmental obligations were fulfilled.~~net exchange gains and losses of $29 million, driven by the favorable movements in several foreign currencies.

Our provision for (benefit from) income taxes amounted to a provision for income taxes of $68 million and a benefit from income taxes ~~amounted to $72~~of $40 million for the ~~year~~years ended December 31, ~~2019, representing an effective tax rate of 58%.~~2021 and 2020, respectively. Our provision for (benefit from) income taxes ~~amounted to $159 million~~represented effective tax rates of 10% and negative 22% for the ~~year~~years ended December 31, ~~2018, representing an effective tax rate of 14%.~~2021 and 2020, respectively.

The ~~$231~~$108 million ~~decrease~~increase in our provision for income taxes for the year ended December 31, ~~2019,~~2021, when compared with the same period in ~~2018,~~2020, was primarily attributable to ~~reduced~~increased profitability, ~~and the geographic~~changes to our geographical mix of earnings, and $21 million of income tax expense related to the gain realized from the sale of our ~~earnings.~~Mining Solutions business. In addition, ~~our benefit from~~we recorded income ~~taxes~~tax benefits in 2020 of $18 million related to the U.S. IRS acceptance of a non-automatic method change that allows for the ~~year ended December 31,~~recovery of tax basis for depreciation, which had been previously disallowed, and $11 million related to favorable impacts of certain elections and accounting method changes in connection with the filing of our 2019 ~~included $14 million~~U.S. federal income tax return, both of which did not reoccur in ~~windfall benefit from our share-based payments, which was~~2021. These increases were partially offset by ~~an $8~~income tax benefits in 2021 of $41 million ~~valuation allowance on certain~~associated with non-recurring accrued environmental remediation liabilities recorded in 2021, $11 million associated with a 2012 income tax refund received in a foreign subsidiary, ~~earnings~~ and ~~certain foreign tax credits. Our provision for income taxes for the year ended December 31, 2018 included $14~~$16 million ~~in windfall benefit from our share-based payments,~~associated with a ~~$15 million benefit from the release~~reversal of a valuation allowance ~~against~~on a certain foreign subsidiary’s deferred tax assets in relation to the sale of our ~~foreign tax credits, and a net $10 million benefit from certain other provisions of U.S. tax reform.~~Mining Solutions business on December 1, 2021.

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

A reconciliation of ~~Adjusted EBITDA to~~ net income (loss) attributable to Chemours to Adjusted EBITDA for the years ended December 31, ~~2019~~2021 and ~~2018~~2020 is included in the “Non-GAAP Financial Measures” section of this MD&A.

The following table sets forth our Adjusted EBITDA by segment for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our ~~Fluoroproducts~~Titanium Technologies segment for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our ~~Fluoroproducts~~Titanium Technologies segment’s net sales for the year ended December 31, ~~2019.~~2021.

Our ~~Fluoroproducts~~Titanium Technologies segment’s net sales ~~decreased~~increased by ~~$214~~$953 million (or 7%40%) to ~~$2.6~~$3.4 billion for the year ended December 31, ~~2019,~~2021, compared with segment net sales of ~~$2.9~~$2.4 billion for the same period in ~~2018.~~2020. The ~~decrease~~increase in segment net sales for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~decreases~~an increase in volume of 28% and an increase in price of 4%10%. Volume increases were driven by steady demand and ~~2%, respectively. Illegal imports of legacy HFC refrigerants into the EU, in violation of the EU’s F-gas regulations, impacted both volume~~market share recovery for our products across all end-markets and ~~price during the year ended December 31, 2019. Volumes also declined~~regions. Price increases were due to ~~lower demand for~~contracted price changes, as well as spot price increases in our ~~legacy base refrigerants~~Flex and polymers, which was driven by softness in global markets, primarily the automotive and electronics markets. These decreases were partially offset by volume increases from the continued adoption of Opteon^TM ~~products in mobile applications and growth in high-grade Fluoropolymers sales. Unfavorable~~Distribution channels. Favorable currency movements added a ~~1% headwind~~2% tailwind to the segment’s net sales during the year ended December 31, ~~2019.~~2021.

Segment Adjusted EBITDA ~~decreased~~increased by ~~$205~~$299 million (or ~~26%~~59%) to ~~$578~~$809 million and segment Adjusted EBITDA margin ~~decreased~~increased by approximately ~~500~~300 basis points to ~~22%~~24% for the year ended December 31, ~~2019,~~2021, compared with segment Adjusted EBITDA of ~~$783~~$510 million and segment Adjusted EBITDA margin of ~~27%~~21% for the same period in ~~2018.~~2020. The ~~decreases~~increase in Adjusted EBITDA and segment Adjusted EBITDA margin was primarily attributable to the aforementioned increase in volume and price of the segment’s net sales, partially offset by higher raw material and energy costs, and fixed cost headwinds to support the increase in demand.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the years ended December 31, 2021 and 2020.

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

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

Segment Adjusted EBITDA increased by $58 million (or 16%) to $412 million and segment Adjusted EBITDA margin increased by approximately 100 basis points to 33% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $354 million and segment Adjusted EBITDA margin of 32% for the same period in 2020. The increase in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, ~~2019~~2021 was primarily attributable to the increase in stationary pricing in 2021, partially offset by higher raw material costs and plant fixed costs incurred in conjunction with the temporary idling of certain of our facilities due to inclement weather from Winter Storm Uri early in the year.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the years ended December 31, 2021 and 2020.

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

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

Segment Adjusted EBITDA increased by $135 million (or over 100%) to $261 million and segment Adjusted EBITDA margin increased by approximately 800 basis points to 19% for the year ended December 31, 2021, compared with segment Adjusted EBITDA of $126 million and segment Adjusted EBITDA margin of 11% for the same period in 2020. The increases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2021 were primarily attributable to the aforementioned ~~decreases~~increases in ~~the~~volumes and price, partially offset by growth investments, higher raw material costs and ~~volume and unfavorable currency movements in the segment’s net sales. We also experienced increased~~higher fixed costs ~~during the year ended December 31, 2019 due~~related to ~~the start-up of our new Opteon~~^TM refrigerants facility in Corpus Christi, Texas, and unplanned outages at certain facilities. Additionally, our F-gas quota authorization sales decreased by $26 million when compared to the year ended December 31, 2018.performance-based compensation.

The segment’s operating results for the years ended December 31, ~~2019~~2021 and ~~2018~~2020 included ~~$22~~$15 million and ~~$34~~$19 million, respectively, of additional costs for ~~process~~process-related waste water treatment at Fayetteville. We expect to continue to incur these costs as we actively work with the ~~NC DEQ~~North Carolina Department of Environmental Quality (the “NC DEQ”) to resolve the suspension of our National Pollutant Discharge Elimination System (“NPDES”) permit.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Chemical Solutions segment for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our Chemical Solutions segment’s net sales for the year ended December 31, ~~2019.~~2021.

Our Chemical Solutions segment’s net sales decreased by ~~$69~~$22 million (or ~~11%~~6%) to ~~$533~~$336 million for the year ended December 31, ~~2019,~~2021, compared with segment net sales of ~~$602~~$358 million for the same period in ~~2018.~~2020. The decrease in segment net sales for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~decreases~~ portfolio change, which drove a 26% decline in net sales following our exit of the Aniline business at ourPascagoula, Mississippi production facility at the end of 2020 and the sale of our Mining Solutions business on December 1, 2021. The decrease in our net sales was partially offset by an increase in volume of 13% and an increase in price of 7% ~~and 4%, respectively, which were driven by operational issues at a key~~. Volumes increased due to increased customer ~~mine~~demand in our Mining Solutions ~~and lower~~business prior to the sale on December 1, 2021. Average prices ~~for certain Performance Chemicals and Intermediates products, mainly driven by mix and~~increased primarily due to higher contractual raw material cost ~~pass-throughs as stipulated~~pass-through in ~~certain contracts.~~

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

~~The 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, 2019 and 2018.~~

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

Our Titanium Technologies segment’s net sales decreased by $829 million (or 26%) to $2.3 billion for the year ended December 31, 2019, compared with segment net sales of $3.2 billion for the same period in 2018. The decrease in segment net sales for the year ended December 31, 2019 was primarily attributable to a 24% decrease in volume, driven by lower TiPure^TM ~~TiO~~₂net sales volumes due to market destocking and share loss. Price declined modestly by 1%, primarily due to customer, regional, and channel mix, but remained largely stable as a result of our TVS strategy. We also experienced a 1% headwind from unfavorable currency movements.

Segment Adjusted EBITDA decreased by ~~$550~~$22 million (or ~~52%~~30%) to ~~$505~~$51 million and segment Adjusted EBITDA margin decreased by approximately ~~1,100~~500 basis points to ~~22%~~15% for the year ended December 31, ~~2019,~~2021, compared with segment Adjusted EBITDA of ~~$1.1 billion~~$73 million and segment Adjusted EBITDA margin of ~~33%~~20% for the same period in ~~2018.~~2020. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, ~~2019~~2021 were primarily attributable to plant fixed costs incurred in conjunction with the ~~aforementioned decreases in segment net sales volume associated with market destocking and share loss,~~temporary idling of certain of our facilities due to inclement weather from Winter Storm Uri during the first quarter as well as ~~margin compression due to~~ higher ~~costs for certain~~ raw ~~materials~~material and ~~lower~~plant fixed ~~cost absorption as we reduced~~costs. Furthermore, the aforementioned exit of the Aniline business at our Pascagoula, Mississippi production ~~rates to match reduced customer demand.~~facility and the sale of our Mining Solutions business further decreased segment Adjusted EBITDA and segment Adjusted EBITDA margin.

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

Corporate and Other costs ~~decreased~~increased by ~~$19~~$36 million (or ~~12%~~20%) to ~~$143~~$220 million for the year ended December 31, ~~2019,~~2021, compared with Corporate and Other costs of ~~$162~~$184 million for the same period in ~~2018.~~2020. The ~~decrease~~increase in Corporate and Other costs for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~lower performance-related~~higher costs associated with legacy environmental remediation matters and higher performance-based compensation ~~and lower costs for certain legacy legal matters.~~expenses.

Our ~~2020~~2022 results will be driven by the following ~~expectations: (i) 2020 volume for~~expectations in each of our ~~Titanium Technologies segment will continue to recover as we further execute our TVS strategy; (ii) there will be continued transition to Opteon~~^TM refrigerants in our Fluoroproducts segment, which will be offset by the impacts of illegal imports of legacy HFC refrigerants into the EU in violation of the region’s F-gas regulations; and, (iii) there will be continued demand for Mining Solutions products in our Chemical Solutions segment. reportable segments:

Our outlook for ~~2020~~2022 reflects our current visibility and expectations based on market factors, such as currency movements, macro-economic factors, and end-market demand. In particular, end-market demand may be impacted by factors beyond our control, ~~such as~~including the ~~recent spread of the novel coronavirus.~~ongoing COVID-19 pandemic. Our ability to meet our expectations are subject to numerous risks, including, but not limited to, those described in Item 1A – Risk Factors.

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

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

At December 31, 2021, we had total cash and cash equivalents of $1.5 billion, of which $924 million was held by our foreign subsidiaries. All cash and cash equivalents held by our foreign subsidiaries is readily convertible into currencies used in our operations, including the U.S. dollar. During the year ended December 31, 2021, we received approximately $326 million of net cash in the U.S. through intercompany loans and dividends. Traditionally, the cash and earnings of our foreign subsidiaries have generally been used to finance their operations and capital expenditures, and it is our intention to indefinitely reinvest the historical pre-2018 earnings of our foreign subsidiaries. However, beginning in 2018, management asserts that only certain foreign subsidiaries are indefinitely reinvested. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements. Management believes that sufficient liquidity is available in the U.S. through at least February 2023, which includes borrowing capacity under our revolving credit facility.

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

We continue to believe ~~these~~our sources of liquidity are sufficient to fund our planned operations and to meet our interest, dividend, and contractual ~~obligations.~~obligations through at least February 2023. Our financial policy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments; (ii) ~~return cash to shareholders through dividends and share repurchases; and, (iii)~~ maintain appropriate leverage by using free cash flows to repay outstanding ~~borrowings.~~borrowings; and, (iii) return cash to shareholders through dividends and share repurchases. Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced dividends of $0.25 per share, amounting to approximately $160 million per year, and, on February 9, 2022, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2022. Under our 2018 Share Repurchase Program, as further discussed in Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities in this Annual Report on Form 10-K, we also have remaining authority to repurchase $251 million of our outstanding common stock. On December 1, 2021, we completed the sale of the Mining Solutions business of our Chemical Solutions segment to Draslovka and received net cash proceeds of $508 million, net of $13 million cash divested. We expect to use the proceeds from the sale for general corporate purposes as permitted under our Credit Agreement. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Further, the decision to refinance our existing debt is based on a number of factors, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges. Such charges could have a material impact on our financial position, results of operations, or cash flows.

Our operating cash flow generation is driven by, among other things, the general global economic conditions at any point in time and their resulting impacts on demand for our products, raw materials and energy prices, and industry-specific issues, such as production capacity and utilization. We have generated strong operating cash flows through various industry and economic cycles, evidencing the operating strength of our businesses.

In May 2018, we completed our $500 million 2017 Share Repurchase Program. On August 1, 2018, our board of directors increased our quarterly cash dividend to $0.25 per share. Additionally, on August 1, 2018, our board of directors approved the 2018 Share Repurchase Program, which authorizes us to purchase shares of our issued and outstanding common stock in an aggregate amount not to exceed $750 million, plus any fees or costs in connection with our share repurchase activity. On February 13, 2019, our board of directors increased the authorization amount of the 2018 Share Repurchase Program to $1.0 billion. The 2018 Share Repurchase Program became effective on August 1, 2018 and will continue through the earlier of its expiration on December 31, 2020, or the completion of repurchases up to the approved amount. To date, we have repurchased $572 million of our common stock under the 2018 Share Repurchase Program.

We anticipate making significant payments for interest, capital expenditures, environmental remediation costs and investments, dividends, and other actions over the next 12 months, which we expect to fund through cash generated from operations, available cash, receivables securitization, and borrowings. We further anticipate that our operations and existing debt financing arrangements will provide us with sufficient liquidity over the next 12 months. The availability under our revolving credit facility is subject to the last 12 months of consolidated EBITDA, as defined in the amended and restated credit agreement, which is discussed further in “Note 20 – Debt” to the ~~Consolidated Financial Statements~~.

At December 31, 2019, we had total cash and cash equivalents of $943 million, of which, $839 million was held by our foreign subsidiaries. All of the cash and cash equivalents held by our foreign subsidiaries is readily convertible into currencies used in our operations, including the U.S. dollar. The cash and earnings of our foreign subsidiaries are generally used to finance their operations and capital expenditures. At December 31, 2019, management believed that sufficient liquidity was available in the U.S., which includes borrowing capacity under our revolving credit facility, and it is our intention to indefinitely reinvest the historical pre-2018 earnings of our foreign subsidiaries. Beginning in 2018, management asserts that only certain foreign subsidiaries are indefinitely reinvested. See “Note 9 – Income Taxes” to the ~~Consolidated Financial Statements~~ ~~for further information related to our income tax positions.~~

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing activities for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

We ~~received $650~~generated $820 million and ~~$1.1 billion~~$807 million in cash flows from our operating activities ~~for~~during the years ended December 31, ~~2019~~2021 and ~~2018, respectively.~~2020. The ~~decrease~~increase in our operating cash inflows for the year ended December 31, ~~2019~~2021 was primarily attributable to ~~a decrease in~~higher net earnings from operations, collections during the year and timing of payments to vendors, partially offset by payments of taxes previously deferred. The increase was further offset by $125 million of accounts receivables sold to the bank, under our ~~net income, despite reduction in our finished products inventories to align with decreased sales volumes~~Securitization Facility during the year ended December 31, ~~2019 when~~2020, compared to ~~the prior year. We also made cash payments for certain raw materials purchases that occurred~~$25 million of additional accounts receivables sold during the ~~fourth quarter~~year ended December 31, 2021. Sale of ~~2018.~~accounts receivable under our Securitization Facility were pursuant to the Amended Purchase Agreement, dated March 9, 2020 and further amended in 2021. For further information refer to “Note 20 – Debt” to the Consolidated Financial Statements.

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

We used ~~$483~~$234 million in cash flows for our investing activities during the year ended December 31, ~~2019.~~2020. Our investing cash outflows ~~for the year ended December 31, 2019~~ were primarily attributable to purchases of property, plant, and equipment, amounting to $481 million, as well as $10 million in total cash consideration payments for the acquisition of Southern Ionics Minerals, LLC. These investing cash outflows were partially offset by proceeds from the sales of assets and businesses of $9 million, which were primarily attributable to $4 million received from the sale of our Oakley, California site and $2 million received from the sale of our Methylamines and Methylamides business.

~~We used $487 million in cash flows for our investing activities during the year ended December 31, 2018. Our investing~~$267 million. Investing cash outflows for the year ended December 31, 2018 were primarily attributable to purchases of property, plant, and equipment amounting to $498 million, and $37 million in total cash consideration payments for the acquisition of ICOR International, Inc. These investing cash outflows2020 were partially offset by ~~proceeds~~$27 million of cash received from the ~~sales~~settlement of ~~assets and businesses of $46 million, which were primarily attributable to the sale~~certain of our ~~Linden, New Jersey site for $39 million.~~foreign currency forward contracts.

We used ~~$419~~$560 million in cash flows for our financing activities during the year ended December 31, ~~2019.~~2021. Our financing cash outflows ~~for the year ended December 31, 2019~~ were primarily attributable to ~~our capital allocation activities, resulting~~$854 million in ~~$486~~debt repayments, comprised of the $750 million 2025 notes refinancing and $104 million Senior Secured Term Loan repurchases and repayments. These debt repayments were partially offset by $650 million of proceeds from the issuance of the 2029 Notes, which was used, together with cash ~~returned~~on hand to ~~shareholders through~~repay the 2025 notes and related fees. Financing cash outflows also include $173 million in purchases of our issued and outstanding common stock under our 2018 Share Repurchase Program, ~~and through~~$164 million returned to shareholders in the form of cash dividends ~~paid. In addition, we made $30~~paid, and $18 million in premium payments ~~for withholding taxes on certain of our vested stock-based compensation awards. We also drew $150 million on our revolving credit facility for general corporate purposes. We subsequently repaid~~to purchase and redeem the revolver borrowing in full, primarily using the $125 million proceeds originally received from the Securitization Facility, as well as available cash. During the year ended December 31, 2019, we also repaid a net $15 million of the borrowings from the Securitization Facility. The Securitization Facility is further described in “Note 20 – Debt” to the ~~Consolidated Financial Statements~~.2025 Notes.

We used ~~$993~~$449 million in cash flows for our financing activities during the year ended December 31, ~~2018.~~2020. Our financing cash outflows were primarily attributable to our debt refinancing activities, resulting in $908 million in debt repayments and $16 million in premium payments to purchase and redeem the remaining outstanding aggregate principal amount of our 2023 Dollar Notes, partially offset by $800 million of proceeds received in connection with the issuance of our 2028 Notes. We also continued our capital allocation activities to return cash to our shareholders, resulting in $164 million of cash dividends paid. Our financing cash outflows were also attributable to the amendment and restatement of our receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”) under our Securitization Facility, resulting in net repayments of $110 million to settle the associated collateralized borrowings. Aside from the payments associated with our debt refinancing activities and our Securitization Facility, we also made $35 million in debt repayments. Our financing cash outflows for the year ended December 31, ~~2018 were primarily attributable to the following: $679~~2020 are also inclusive of our repayment of $300 million in ~~debt repayments and $29~~proceeds received from drawing on our revolving credit facility, which was executed on April 8, 2020 as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19. We also made a $10 million acquisition-related installment payment in ~~“make-whole” premium payments in connection~~2020, which was associated with our ~~debt refinancing activities, as well as scheduled principal repayments; $644 million for purchases~~previous acquisition of ~~our issued and outstanding common stock under our share repurchase programs; and, $148 million for payments of cash dividends. These financing cash outflows were partially offset by $520 million~~Southern Ionics Minerals, LLC (“SIM”) in ~~net proceeds from the issuance of our euro-denominated 4.000% senior unsecured notes due May 2026.~~2019.

The following table sets forth the components of our current assets at December 31, ~~2019~~2021 and ~~2018.~~2020.

Our accounts and notes receivable, net ~~decreased~~increased by ~~$187~~$209 million (or ~~22%~~41%) to ~~$674~~$720 million at December 31, ~~2019,~~2021, compared with accounts and notes receivable, net of ~~$861~~$511 million at December 31, ~~2018.~~2020. The ~~decrease~~increase in our accounts and notes receivable, net at December 31, ~~2019~~2021 was primarily attributable to ~~lower~~higher net sales ~~in the fourth quarter of 2019 versus the same period in 2018, as well as~~and the timing of ~~payments~~collections from our customers. The increase in our accounts and notes receivable, net was partially offset by the increased utilization of our Securitization Facility and transfers of certain accounts and notes receivable, net in connection with the Mining Solutions Transaction.

Our inventories ~~decreased~~increased by ~~$68~~$160 million (or 6%17%) to $1.1 billion at December 31, ~~2019,~~2021, compared with inventories of ~~$1.1 billion~~$939 million at December 31, ~~2018.~~2020. The ~~decrease~~increase in our inventories at December 31, ~~2019~~2021 was primarily attributable to an increase in our finished product and raw materials inventories, which was due to ramp-up in production and higher raw material costs.

Our prepaid expenses and other assets decreased by $3 million (or 4%) to $75 million at December 31, 2021, compared with prepaid expenses and other assets of $78 million at December 31, 2020. The decrease in our prepaid expenses and other assets at December 31, 2021 was primarily attributable to a decrease in our finished products inventories, in order to align with decreased sales volumes across all segments, and changes to our last-in, first-out inventory reserve balances. These decreases were partially offset by an increase in our raw materials inventories, driven by the strategic acquisition of ore in our Titanium Technologies segment.income taxes receivable.

~~Our prepaid expenses and other assets were largely unchanged at $81 million and $84 million at December 31, 2019 and 2018, respectively.~~

The following table sets forth the components of our current liabilities at December 31, ~~2019~~2021 and ~~2018.~~2020.

Our accounts payable ~~decreased~~increased by ~~$214~~$318 million (or ~~19%~~38%) to ~~$923 million~~$1.2 billion at December 31, ~~2019,~~2021, compared with accounts payable of ~~$1.1 billion~~$844 million at December 31, ~~2018.~~2020. The ~~decrease~~increase in our accounts payable at December 31, ~~2019~~2021 was primarily attributable to ~~our decline~~higher raw material purchases in ~~net sales volumes during the year ended December 31, 2019, as well as~~line with higher production levels, higher raw material costs and the timing of payments to our ~~inventory purchases~~vendors.

Our compensation and other employee-related costs increased by $66 million (or 62%) to $173 million at December 31, 2021 compared with compensation and other employee-related costs of $107 million at December 31, 2020. The increase in ~~the fourth quarter of 2018.~~our compensation and other employee-related costs at December 31, 2021 was primarily attributable to increased accruals for employee benefits and performance-based compensation.

Our short-term and current maturities of long-term debt increased by ~~$121~~$4 million (or ~~greater than 100%~~19%) to ~~$134~~$25 million at December 31, ~~2019,~~2021, compared with short-term and current maturities of long-term debt of ~~$13~~$21 million at December 31, ~~2018.~~2020. The increase in our short-term and current maturities of long-term debt at December 31, ~~2019~~2021 was primarily attributable to ~~$110~~ an increase in our finance lease liabilities.

Our current environmental remediation increased by $78 million ~~net borrowings~~(or 82%) to $173 million at December 31, 2021, compared with current environmental remediation of $95 million at December 31, 2020. The increase in our current environmental remediation at December 31, 2021 was primarily attributable to liabilities recorded under the ~~Securitization Facility, $6~~Consent Order and Addendum with the NC DEQ, which includes construction of the barrier wall and operation of the groundwater extraction and treatment system at Fayetteville that we expect to spend in 2022. The increase also relates to a $9 million ~~for financed insurance premiums,~~accrual recorded to resolve the claims asserted by the U.S. Environmental Protection Agency (the “EPA”) related to past indirect costs associated with the 2012 Record of Decision (“ROD”), as amended, and ~~$5 million for~~ the ~~current portion~~2014 agreement entered into with the EPA and the State of ~~finance lease liabilities~~Indiana. For more information regarding this matter, refer to “U.S. Smelter and ~~financing obligations.~~Lead Refinery, Inc., East Chicago, Indiana” under the “Significant Environmental Remediation Sites” within this MD&A.

Our other accrued liabilities decreased by ~~$75~~$50 million (or 13%) to ~~$484~~$325 million at December 31, ~~2019,~~2021, compared with other accrued liabilities of ~~$559~~$375 million at December 31, ~~2018.~~2020. The decrease in our other accrued liabilities at December 31, ~~2019~~2021 was primarily attributable to ~~lower accrued compensation~~the payment of legal fees, the payment of contract termination fees in connection with construction work at our Mining Solutions facility in Gomez Palacio, Durango, Mexico, the payment of $29 million for the Ohio multi-district litigation settlement, and ~~employee-related costs, payments~~the payment of certain previously deferred income tax liabilities. The decrease in our other accrued ~~expenses, and changes in the expected timing of payments related to accrued environmental costs. These decreases were~~liabilities was partially offset by ~~balance sheet recognition of~~increased accrued customer rebates and the $25 million accrual associated with our ~~operating lease liabilities upon the adoption~~portion of the ~~new leasing standard on January 1, 2019. As~~costs to enter into the Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont, Corteva, EID and the State of ~~December 31, 2019,~~Delaware’s agreement to settle and fully resolve claims alleged against the ~~current portion of our operating lease liabilities amounted to $66 million.~~companies.

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

The following disclosures set forth summarized financial information and alternative disclosures in accordance with Rule 13-01 of Regulation S-X (“Rule 13-01”). These disclosures have been made in connection with certain subsidiaries' guarantees of the 4.000% senior unsecured notes due May 2026, which are denominated in euros and the 5.375% senior unsecured notes due May 2027 (collectively, the “Registered Notes”), which are registered under the Securities Act of 1933, as amended. Each series of the Registered Notes was issued by The Chemours Company (the “Parent Issuer”), and was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the existing and future domestic subsidiaries of the Parent Issuer (together, the “Guarantor Subsidiaries”), subject to certain conditions as set forth in “Note 20 – Debt” to the Consolidated Financial Statements. The assets, liabilities, and operations of the Guarantor Subsidiaries primarily consist of those attributable to The Chemours Company FC, LLC, our primary operating subsidiary in the United States, as well as the other U.S.-based operating subsidiaries as set forth in Exhibit 22 to this Annual Report on Form 10-K. Each of the Guarantor Subsidiaries is 100% owned by the Company. None of our other subsidiaries, either direct or indirect, guarantee the Registered Notes (together, the “Non-Guarantor Subsidiaries”). Pursuant to the indentures governing the Registered Notes, the Guarantor Subsidiaries will be automatically released from those guarantees upon the occurrence of certain customary release provisions.

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

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

We maintain ~~global paying services agreements~~supply chain finance programs with several financial institutions. ~~Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers who elect to participate in the program.~~ The ~~agreements~~programs allow our suppliers to sell their receivables to one of the participating financial institutions at the discretion of both parties on terms that are negotiated between the supplier and the respective financial institution. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under this program. At December 31, ~~2019~~2021 and ~~2018,~~2020, the total ~~payment instructions from us amounted to $106~~amounts outstanding under these programs were $153 million and ~~$210~~$160 million, respectively. Pursuant to their agreement with ~~one of the~~a financial ~~institutions,~~institution, certain suppliers may elect to be paid early at their discretion. The available capacity under these programs can vary based on the number of investors and/or financial institutions participating in these programs at any point in time.

In March 2020, through a wholly-owned special purpose entity (“SPE”), we entered into the Amended Purchase Agreement, which amends and restates, in its entirety, the Original Purchase Agreement under our Securitization Facility. In March of 2021, through the SPE we entered into the First Amendment, which among other things, extends the term of the Amended Purchase Agreement and increases the facility limit to $150 million. In November 2021, through the SPE we entered into the Second Amendment, which among other things, extends the term of the Amended Purchase Agreement.

See “Note 20 – Debt” to the Consolidated Financial Statements for further details regarding this off-balance sheet arrangement.

Historically, we have not made any payments to satisfy guarantee obligations; however, we believe we have the financial resources to satisfy these guarantees in the event required.

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

The following table sets forth our ongoing and expansion capital expenditures, including certain environmental capital expenditures, for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

Our capital expenditures ~~decreased~~increased by ~~$17~~$10 million (or 3%4%) to ~~$481~~$277 million for the year ended December 31, ~~2019,~~2021, compared with capital expenditures of ~~$498~~$267 million for the same period in ~~2018. Our~~2020. The increase in our capital expenditures for the year ended December 31, ~~2019 included~~2021 was primarily attributable to cost deferral activities in the ~~continued construction~~prior year related to COVID-19 and ~~completion~~was largely offset by the timing of payments to our vendors which resulted in an increased outstanding balance of our new R&D facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware, as well as preparation of a new minerals sands mine site in Jesup, Georgia. We also invested in a thermal oxidizer to reduce aerial PFAS emissions from Fayetteville, which is further discussed in “Note 22 – Commitments and Contingent Liabilities” to the ~~Consolidated Financial Statements. These increases are more than offset by~~ capital expenditures ~~for the year ended~~in accounts payable when compared to December 31, ~~2018 that did not recur, whether to the same magnitude or at all, in 2019. Such expenditures included the completion of our Opteon~~^TM refrigerants plant in Corpus Christi, Texas, as well as progress on our planned Mining Solutions plant in Mexico prior to its construction suspension, which is further discussed in “Note 22 – Commitments and Contingent Liabilities” to the ~~Consolidated Financial Statements~~.2020.

~~The following table sets forth information related to our significant contractual obligations at December 31, 2019.~~

Payments Due In

(Dollars in millions)

Total

2020

2021 - 2022

2023 - 2024

2025 and
Beyond

Long-term debt obligations (1)

$
4,036

$
122

$
26

$
934

$
2,954

Interest on long-term debt obligations (1)

1,046

203

401

309

133

Operating leases

379

82

115

64

118

Financing leases

76

9

16

16

35

Purchase obligations (2):

Raw materials

1,290

160

303

257

570

Utilities

1,055

113

162

153

627

Other

107

64

30

13

—

Total purchase obligations

2,452

337

495

423

1,197

Other liabilities:

Workers’ compensation (3)

24

3

5

4

12

Asset retirement obligations (3)

61

7

21

11

22

Environmental remediation (3)

406

74

111

86

135

Legal settlements (3)

20

4

6

5

5

Employee separation charges

15

15

—

—

—

Other (3)

170

27

18

21

104

Total other liabilities

696

130

161

127

278

Total contractual obligations

$
8,685

$
883

$
1,214

$
1,873

$
4,715

~~Historically, we have not made significant payments to satisfy guarantee obligations; however, we believe we have the financial resources to satisfy these guarantees in the event required.~~

~~See “Note 3 – Summary of Significant Accounting Policies” to the~~ ~~Consolidated Financial Statements~~ ~~for a summary of our recent accounting pronouncements.~~

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

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

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

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

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

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

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

The testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at a particular point in time. The dynamic economic environments in which our segments operate, and key economic and business assumptions with respect to projected selling prices, market growth, and inflation rates, can significantly impact the outcome of our impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes in the factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized. In addition, we continually review our diverse portfolio of assets to ensure that they are achieving their greatest potential and are aligned with our growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses.

No We did not recognize material impairment charges ~~were recognized~~ on our long-lived assets during the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

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

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

As of October 1, ~~2019,~~2021, we performed our annual goodwill impairment tests for all reporting units. Based upon the results of our annual goodwill impairment tests, no adjustments to the carrying value of goodwill were necessary during the year ended December 31, ~~2019.~~ 2021. In consideration of the results of our annual goodwill impairment tests, as well as the carrying amounts of goodwill held by each of our reporting units, further information and sensitivity analyses for certain of our reporting units have been included below.

The consideration offered for the Mining Solutions business in the definitive agreement entered into on July 26, 2021 with Draslovka to sell the Mining Solutions business of our Chemical Solutions segment, indicated the reporting unit had a fair value of $520 million at the test date, which was used in the most recent goodwill analysis. The estimated fair value is 46% higher than the reporting unit's carrying value. Mining Solutions had $51 million of goodwill and no impairment of this balance existed as of the test date. The $51 million of goodwill was allocated to the disposal group in determining the gain on sale of our Mining Solutions business to Draslovka on December 1, 2021.

The estimated fair value of the ~~Fluoropolymers~~Advanced Performance Materials reporting unit was determined by utilizing a discount rate of ~~9.84%~~9.95% and a market multiple of ~~7.3~~5.2 times Adjusted EBITDA, resulting in an estimated fair value ~~30%~~14% higher than its carrying value. ~~Fluoropolymers~~Advanced Performance Materials has $56 million of goodwill. Changing the weighting of the market and income approaches used for ~~Fluoropolymers~~Advanced Performance Materials could result in a maximum reduction of the excess of estimated fair value over carrying value to ~~17%~~9%. Assuming all other factors remain the same, a 200-basis point increase in the discount rate would decrease the excess of estimated fair value over carrying value to ~~17%~~2%; a 1% decrease in the long-term growth rate would decrease the excess of estimated fair value over carrying value to ~~24%~~9%; and, a 15% decrease in the market multiple assumption would decrease the excess of estimated fair value over carrying value to ~~20%~~6%. Under each of these sensitivity scenarios, the ~~Fluoropolymers~~Advanced Performance Materials reporting unit's fair value exceeded its carrying value.

~~The estimated fair value~~In consideration of the ~~Mining Solutions reporting unit was determined by utilizing~~COVID-19 pandemic, we note that a ~~discount rate~~deterioration in general market conditions, a sustained trend of ~~11.09%, resulting~~weaker than anticipated Company financial performance, a decline in ~~an estimated fair value 17% higher than its carrying value. Mining Solutions has $51 million~~the Company’s share price for a sustained period of ~~goodwill. Assuming all other factors remain the same, it would take more than a 110-basis point~~time, or an increase in the ~~discount rate to cause the estimated fair value to fall below the unit’s carrying value;~~market-based weighted average cost of capital, among other factors, could significantly impact our impairment analyses and may result in future goodwill impairment charges that, if incurred, could have a ~~1% decrease in the long-term growth rate would decrease the excess~~material adverse effect on our results of ~~estimated fair value over carrying value to 5%.~~

Our determination of the fair value of the Mining Solutions reporting unit considered further delays and additional costs of construction for our new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The construction-in-process for this facility represents a significant portion of the total carrying value of Mining Solutions, and, in the event that the facility was unable to be completed, the impairment of the related long-lived assets would significantly decrease the carrying value of the reporting unit. As a result, an impairment of the reporting unit’s goodwill would become less likely.

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

We use discount rates that are developed by matching the expected cash flows of each benefit plan to various yield curves constructed from a portfolio of high-quality, fixed income instruments provided by the plan’s actuary as of the measurement date. As of December 31, ~~2019,~~2021, the weighted-average discount rate was 1.4%.

The expected long-term rates of return on plan assets are determined by performing a detailed analysis of historical and expected returns based on the strategic asset allocation of the underlying asset class applicable to each country. We also consider our historical experience with the pension funds’ asset performance. The expected long-term rates of return on plan assets are assumptions and not what is expected to be earned in any one particular year. The weighted-average long-term rates of return on plan assets assumptions used for determining our net periodic pension ~~expense~~cost for ~~2019~~2021 was ~~4.1%~~1.2%.

A 50 basis point increase in the discount rate would result in a decrease of $4 million to the net periodic benefit cost for ~~2020,~~2022, while a 50 basis point decrease in the discount rate would result in an increase of approximately $5 million. A 50 basis point increase in the expected return on plan assets assumption would result in a decrease of approximately $3 million to the net periodic benefit cost for ~~2020,~~2022, while a 50 basis point decrease in the expected return on plan assets assumption would result in an increase of approximately $3 million.

In the fourth quarter of 2019, we, through our wholly-owned subsidiary Chemours Netherlands B.V., completed a settlement transaction related to a significant portion of our Netherlands pension plan. We transferred the future risk and administration associated with the $932 million of inactive participants’ vested pension benefits to a third-party asset management company in the Netherlands. The irrevocability of the transaction was contingent upon non-objection by the Dutch National Bank, which was received in October 2019. Following the receipt of non-objection, the responsibility for the associated pension obligation was transferred to the third-party asset management company in December 2019, thereby eliminating our exposure to the pension liabilities and formally effecting the settlement. At the time of settlement, a remeasurement of plan assets and projected benefit obligations was performed, resulting in a $158 million decrease to net pension assets and increase to accumulated other comprehensive loss on the consolidated balance sheet. The cumulative loss associated with the inactive participants’ vested pension benefits was then immediately reclassified from accumulated other comprehensive loss and recognized in earnings, resulting in a charge of $380 million recognized in other expense, net in the consolidated statements of operations. At December 31, 2019, the projected benefit obligations associated with the plan’s active employees remained on our consolidated balance sheet.

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

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

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

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

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

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

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, ~~(further described below),~~ if any, during the period reported.

The charges described in this section include ~~$201~~$359 million accrued for costs associated with the ~~proposed~~ Consent Order (“CO”) between us and ~~the~~ NC DEQ, which is further described in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. These accrued liabilities represent on-site remediation, off-site groundwater remediation, and toxicology studies related to Fayetteville.

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

For the years ended December 31, ~~2019, 2018,~~2021 and ~~2017,~~2020, we spent ~~$101 million, $57~~$69 million and ~~$15~~$33 million, respectively, on environmental capital projects that were either required by law or necessary to meet our internal environmental objectives. The ~~increases~~increase in our environmental capital expenditures for the ~~years~~year ended December 31, ~~2019 and 2018~~2021, when compared with the same period in ~~2017 were~~2020, was primarily attributable to ~~new capital~~increases in our Titanium Technologies and Advanced Performance Materials segments related to projects ~~at Fayetteville.~~ focused on the reduction of air and water emissions in line with our Corporate Responsibility Commitment (“CRC”).

We expect ~~further increases in these capital expenditures over the near-term, while in the longer-term,~~ our future capital expenditures for environmental matters will continue to vary, based on the success of our deployed solutions, changes in our operations, technological advancements, developments in environmental requirements, and stakeholder expectations.

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

We accrue for clean-up activities consistent with the policy described under “Critical Accounting Policies and Estimates” discussed within this MD&A and in “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements. Our environmental liabilities include estimated costs, including certain accruable costs associated with on-site capital ~~projects, related~~projects. The accruable costs relate to a number of sites for which it is probable that environmental remediation will be required, whether or not subject to enforcement activities, as well as those obligations that result from environmental laws such as the CERCLA, RCRA, and similar federal, state, local, and foreign laws. These laws may require certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where our generated waste was disposed. At December 31, ~~2019~~2021 and ~~2018,~~2020, our consolidated balance sheets ~~included~~include environmental remediation liabilities of ~~$406~~$562 million and ~~$291~~$390 million, respectively, relating to these matters, which, as discussed in further detail below, ~~included $201~~include $359 million and ~~$75~~$194 million, respectively, for Fayetteville.

The following table sets forth the activities inrelated to our environmental remediation ~~accruals~~liabilities for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

Our estimated liability for environmental remediation covered 211 sites at December 31, ~~2019~~2021 and ~~2018.~~2020.

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

As part of our legacy as a former subsidiary of ~~DuPont,~~EID, we are cleaning-up historical impacts to soil and groundwater that have occurred in the past at the 2523 sites that we own. These operating and former operating sites make up approximately ~~80%~~86% of our environmental remediation liabilities at December 31, ~~2019.~~2021.

We were also assigned numerous clean-up obligations from ~~DuPont,~~EID, which pertain to 86 sites previously owned by ~~DuPont and~~EID and/or us, as well as sites that we or ~~DuPont~~EID never owned or operated. We are meeting our obligations to clean up those sites. The majority of these ~~never-owned~~non-owned sites are multi-party Superfund sites that we, through ~~DuPont,~~EID, have been notified of potential liability under CERCLA, RCRA, or similar state laws and which, in some cases, may represent a small fraction of the total waste that was allegedly disposed of at a site. These sites represent approximately ~~20%~~14% of our environmental remediation liabilities at December 31, ~~2019.~~2021. Included in the 86 sites are 36 inactive sites for which there has been no known investigation, clean-up, or monitoring activity, and no remediation obligation is imposed or required; as such, no remediation liabilities are recorded.

The remaining ~~100~~102 sites, which are Superfund sites and other sites not owned by us, are either already closed or settled, or sites for which we do not believe we have clean-up responsibility based on current information.

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

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, ~~2019~~ 2021 and ~~2018.~~2020.

As remediation efforts progress, sites move from the investigation phase (“Investigation”) to the active clean-up phase (“Active Remediation”), and as construction is completed at Active Remediation sites, those sites move to the operation, maintenance, and monitoring (“OM&M”), or closure phase. As final clean-up activities for some significant sites are completed over the next several years, we expect our annual expenses related to these active sites to decline over time. The time frame for a site to go through all phases of remediation (Investigation and Active Remediation) may take about 15 to 20 years, followed by several years of OM&M activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, and diverse regulatory requirements, as well as the presence or absence of other Potentially Responsible Parties (“PRPs”). In addition, for claims that we may be required to indemnify ~~DuPont~~EID pursuant to the ~~separation-related~~Separation-related agreements, we and ~~DuPont~~EID may have limited available information for certain sites or are in the early stages of discussions with regulators. For these sites, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately ~~$530~~$660 million above the amount accrued at December 31, ~~2019.~~2021. In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans. As a result, uncertainty is reduced, and sites ultimately move into OM&M, as needed. As more sites advance from Investigation to Active Remediation to OM&M or closure, the upper end of the range of potential liability is expected to decrease over time.

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

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

While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at December 31, ~~2019~~2021 and ~~2018,~~2020, the following table sets forth the liabilities of the four sites that are deemed the most ~~significant.~~significant, together with the aggregate liabilities of the 69 other sites.

The ~~five~~four sites listed above represent ~~72%~~80% and ~~60%~~69% of our total accrued environmental remediation liabilities at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. For these ~~five~~four sites, we expect to spend, in the aggregate, ~~$115~~$215 million over the next three years. For all other sites, we expect to spend $68 million over the next three years.

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

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

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

~~East Chicago is a former manufacturing facility that we previously owned~~ In the first quarter of 2021, in ~~East Chicago, Lake County, Indiana. The approximate 440-acre site is bounded~~connection with ongoing discussions with EPA and the New Jersey Department of Environmental Protection (the “NJ DEP”) relating to such remaining work as well as the scope of remedial programs and investigation relating to the ~~south by the east branch~~Chambers Works site, we recorded an adjustment of ~~the Grand Calumet River,~~$7 million related to the ~~east and north by residential and commercial~~remediation estimate associated with certain areas and to the west by industrial areas, including a former lead processing facility. The inorganic chemicals unit on site produced various chloride, ammonia, and zinc products and inorganic agricultural chemicals beginning in 1892 until 1986. Organic chemical manufacturing began in 1944, consisting primarily of chlorofluorocarbons production. The remaining business was sold to W.R. Grace Company (“Grace”) in early 2000. Approximately 172 acres of the site ~~were never developed and are managed by The Nature Conservancy for habitat preservation.~~

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

~~Subsequent investigations included the preparation of initial environmental site assessments and multiple phases of investigation. In 2002,~~well as ~~an interim~~ongoing remedial measure, two 2,000-foot long permeable reactive barrier treatment walls were installed along the northern property boundary to address migration of chemicals in groundwater. Since that time, the investigation process has been completed and approved by the EPA, and the final remedy for the site was issued by the EPA in July 2018.

On June 29, 2018, we sold the East Chicago, Indiana site to a third party for $1 million. In connection with the sale, the buyer agreed to assume all costs associated with environmental remediation activities at the site in excess of $21 million, which will remain our responsibility. At the time of the sale, we had accrued the full $21 million, of which $17 million remained as of December 31, 2019. We will reimburse the buyer through a series of progress payments to be made at defined intervals as certain tasks are completed.programs.

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

Beginning in 1996, several stages of site investigation were conducted under oversight by NC DEQ, ~~oversight,~~ as required by the facility's hazardous waste permit. In addition, the site has voluntarily agreed to agency requests for additional investigations of the potential release of “PFAS” (perfluoroalkyl and polyfluoroalkyl substances) beginning with “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) in 2006. As a result of detection of ~~the polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”)~~GenX in on-site groundwater wells during our investigations in 2017, ~~the~~ NC DEQ issued a Notice of Violation (“NOV”) on September 6, 2017 alleging violations of North Carolina water quality statutes and requiring further response. Since that time, and in response to three additional NOVs issued by NC DEQ and pursuant to the ~~Consent Order~~CO (as discussed below), we have worked cooperatively with the agency to investigate and address releases of PFAS to on-site and off-site groundwater and surface water.

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

In August 2020, we, along with NC DEQ and CFRW, reached agreement on the ~~fourth quarter~~terms of ~~2019, we completed and submitted our~~an addendum to the CO (the “Addendum”). The Addendum establishes the procedure to implement specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River, including construction of a barrier wall with groundwater extraction system to be completed by March 15, 2023. After a period of public comment, the Addendum was approved by the North Carolina Superior Court for Bladen County on October 12, 2020 and establishes the procedure to implement specified remedial measures for reducing PFAS ~~Loading Reduction Plan - Supplemental Information Report~~loadings from Fayetteville to the Cape Fear River, including construction of a barrier wall with a groundwater extraction system to be completed by March 15, 2023.

Following issuance of an NPDES permit by NC DEQ on September 18, 2020, we began operation of a capture and ~~CAP~~treatment system from the site’s old outfall channel on September 30, 2020. In January 2021, the operation of the old outfall treatment system was interrupted on two occasions, and notice was provided to NC ~~DEQ. The Supplemental Information Report provides information~~DEQ of the low treatment flow conditions through the system. On January 26, 2021, we received an NOV from NC DEQ, alleging violations of the CO and the NPDES water permit arising from the design and operation of the treatment system related to ~~support~~ the ~~evaluation~~old outfall. Along with our third-party service provider, we have taken, and continue to take, interim actions intended to improve the operation of ~~potential remedial options~~the old outfall treatment system and address challenges posed by substantial rain events, sediment loading into the system, and variability in water influent conditions. In addition, along with our third-party service provider, we are actively working on long-term enhancements to ~~reduce PFAS loadings~~the treatment system based on learnings from the recent challenges. An incremental $64 million was accrued in 2021, representing approximately $3 million per year for 20 years of estimated operation of the system, primarily related to ~~surface waters, including interim alternatives. The CAP describes potential remediation activities to address PFAS in on-site groundwater~~the probable enhancements and ~~surface waters at~~ the ~~site,~~long-term operation of the water treatment system in accordance with the requirements of the ~~Consent Order~~CO. System enhancements completed or being implemented consist of a holding pond, installation of new ultra-filtration units and additional water pretreatment equipment which is anticipated to be completed by the ~~North Carolina groundwater standards, and builds on the previous submissions to NC DEQ.~~ ~~The NC DEQ has made the CAP available for public review and comment until March 6, 2020.~~second quarter of 2022.

In 2021, work commenced on the ~~fourth~~detailed engineering design of the barrier wall and refinement of models for the planned groundwater extraction system. Engineering designs for our major construction projects are typically reviewed at 30, 60 and 90% complete. In June 2021, we reviewed the 30% complete design and associated preliminary vendor estimates for the construction and operation of a barrier wall and groundwater treatment system at Fayetteville. Following the completion of the 30% design, we recorded $109 million of additional accrual as further discussed below.

The current planned construction site of the future barrier wall, that will address both on-site groundwater and long-term seep remediation, is expected to be located at an approximately 30 feet higher elevation above the Cape Fear River as compared to the initial, conceptual design that was prepared in support of the Corrective Action Plan (“CAP”) submission to NC DEQ on December 31, 2019, which addressed groundwater only. The CAP submission unit cost estimate was the principal basis of unit costs for our liability estimates through March 31, 2021. It was determined, based upon the 30% design information completed during the second quarter of ~~2019,~~2021, that there was significantly increased construction complexity and related vendor and other design costs to be incurred. For example, the steep slope of the revised construction site results in the depth of the wall increasing from the original estimates of approximately 65 feet to approximately 85 feet below ground along most of its length. Construction of approximately 64 pumping wells, a more than 50% increase from the conceptual design, are expected to be required to extract groundwater for treatment based on studies of groundwater flows that were completed in May 2021. The wells will also need to be drilled deeper into the ground based on the ~~Consent Order,~~revised location. A 2-mile access road, with retaining walls above and below the road to reduce slope erosion and landslides, will now be required for large, heavy construction equipment to access the barrier wall location safely. The estimated cost for construction as a result of these changes is based on third-party contractor estimates provided in late May 2021. Together, all these modifications to the design resulted in an additional $49 million accrual for construction of the barrier wall in 2021.

In addition, the volume of groundwater, seep water, and stormwater (up to a 0.5 inch rain event in any 24 hours period per the Addendum) intercepted for treatment is estimated to be up to a maximum of 1,500 gallons per minute (“gpm”) based on groundwater flow modeling completed in the second quarter of 2021. Until the pre-design investigation and groundwater modeling was complete, the volume of water captured for treatment was estimated to be approximately 1,200 gpm, and the pretreatment requirements to remove dissolved solids had not been determined. Hence, we determined in 2021 that construction of a larger treatment plant than previously considered in the conceptual design and previous cost estimates was required. Consistent with prior periods, we accrued 20 years of ongoing monitoring and maintenance for Fayetteville environmental remediation systems based on the CO and Addendum. The revised estimate to process higher volumes of groundwater than originally contemplated resulted in an additional accrual (change in estimate) of $60 million in 2021 related to estimated higher power consumption, ongoing monitoring, pretreatment, filtering supplies, principally carbon and regular maintenance of the system over a 20-year period of estimated operation starting in 2023.

In August 2021, we reviewed the 60% complete design and associated updated preliminary vendor estimates, which was submitted to NC DEQ for review and approval. There were no changes in estimate upon completing the review of the 60% design. Additionally, applications for the necessary permit for the groundwater extraction system have been submitted.

On September 15, 2021, we received a ‘conditional approval’ of the 60% design of the barrier wall and groundwater extraction and treatment system which included comments that NC DEQ requested us to address within forty-five days (i.e., by October 30). We responded to the comments on October 5, 2021. We believe that the design of the barrier wall and groundwater extraction and treatment system meets the requirements for this project under the Addendum. However, it is reasonably possible that additional costs could be incurred for the project, or that the 90% design completion or project construction work be delayed, pending resolution of NC DEQ comments. These costs are not estimable at this time due to the uncertainty around the objective and scope of NC DEQ comments as well as additional design basis that may be required. The NC DEQ’s comments also addressed other onsite remediation activities under the CO, but unrelated to the design of the barrier wall and groundwater treatment system. It is reasonably possible that additional costs could be incurred to address the areas raised by NC DEQ, but cannot be estimated at this time as it would require additional pre-design investigation work that has not yet been scoped or performed.

Pre-construction site preparation activities are in progress and construction of the water treatment facility is expected to commence in 2022. Construction of the barrier wall is expected to commence in 2022 with completion planned in the first quarter of 2023. At December 31, 2021, several significant uncertainties remain, principally related to the resolution of comments received from NC DEQ on the 60% design, an extension of the barrier wall along Willis Creek at the northern end of the site, additional wetlands mitigation fees, finalization of the volume of water to be treated, contract negotiations with key construction and water treatment vendors and the estimated future time period of OM&M. Accordingly, we have increased the upper range of our cost estimates for the barrier wall and groundwater OM&M from $111 million at December 31, 2020 to $305 million at December 31, 2021, of which $170 million is accrued. We have not accrued for the incremental costs in the upper range, including the extension of the barrier wall. While we believe that extension of the barrier wall along Willis Creek is technically impracticable and not necessary to comply with the terms of the CO and Addendum, an estimate of the cost for the barrier wall extension was included in the upper range of the cost estimate of approximately $30 million.

The final cost of the on-site groundwater treatment system primarily depends on receiving timely NC DEQ design and permit approvals and thus the timely finalization of certain significant design details, notably the actual barrier wall location, depth, and length, number and configuration of extraction wells, water extraction rates and estimated carbon usage. Pending resolution of NC DEQ comments on the 60% design, the engineering design is expected to be approximately 90% complete in the first quarter of 2022, which will form the basis of a submission for the approval by NC DEQ which is required to be submitted by us as provided by the Addendum. Per the Addendum, NC DEQ shall use best efforts to complete its review and notify us whether the design is approved within 30 days after submittal. If not approved within 30 days, subsequent deadlines shall be extended by the time required for NC DEQ approval in excess of 30 days. Unanticipated schedule delays or other factors beyond our control could lead to further increases in the cost of the barrier wall and groundwater treatment system, which could be material. Changes in estimates are recorded in results of operations in the period that the events and circumstances giving rise to such changes occur. If we do not achieve project completion of the barrier wall and groundwater treatment system by March 15, 2023, subject to extensions provided above, the Addendum specifies penalties of $0.15 million plus an additional $0.02 million per week until installation is completed.

Accordingly, based on the CO, the Addendum, the CAP, and management’s plans, which are based on current regulations and technology, we have accrued $289 million and $140 million at December 31, 2021 and 2020, respectively, related to the estimated cost of on-site remediation, which is within the existing estimated range of potential outcomes, based on current potential remedial options, and projected to be paid over a period of approximately 20 years. The final costs of any selected remediation will depend primarily on the final approved design and actual labor and material costs. Accordingly, as discussed above, during 2021, we revised, in accordance with ASC 250 – Accounting Changes and Error Corrections, our estimated liability to comply with the CO and Addendum. In accordance with ASC 410 – Asset Retirement and Environmental Obligations, these amounts were recorded as a component of cost of goods sold as we only capitalize environmental costs if the costs extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations.

It is possible that issues relating to site discharges in various transport pathways, the selection of remediation alternatives to achieve PFAS loading reductions, or the operating effectiveness of the TO could result in further litigation and/or regulatory demands with regards to Fayetteville, including potential permit modifications or penalties under the CO and the Addendum. It is also possible that, as additional data is collected on the transport pathways and dialogue continues with NC DEQ and other stakeholders, the type or extent of remediation actions required to achieve the objectives committed to in the CO may change (increase or decrease) or remediation activities could be delayed. If such issues arise, or if the CO is further amended, an additional loss is reasonably possible, but not estimable at this time. With respect to the Addendum, at this time, we believe that payment of any of the stipulated financial penalties for untimeliness or noncompliance is remote.

As of December 31, 2021, based on the CO, the Addendum, the CAP, and our plans, which are based on current regulations and technology, we have accrued ~~an additional $132~~$289 million and $70 million related to the estimated cost of on-site ~~remediation.~~and off-site remediation, respectively. For the year ended December 31, 2021, we accrued an additional $228 million, of which $193 million was attributable to our on-site and plant remediation and $35 million was attributable to off-site groundwater testing and water treatment system installations at additional qualifying third-party properties in the vicinity surrounding Fayetteville. Off-site installation, maintenance, and monitoring may be impacted by additional changes in estimates as actual experience may differ from management’s estimates.

On November 3, 2021, NC DEQ notified us of the potential need to revise our off-site drinking water program under the CO in light of EPA’s recently published final toxicity assessment for GenX compounds and plan to develop a drinking water health advisory in the Spring of 2022. We cannot estimate the potential impact or additional cost due to the uncertainties on the potential EPA drinking water health advisories.

Also on November 3, 2021, NC DEQ sent a notice to us regarding PFAS contamination from the Cape Fear River of groundwater monitoring wells and water supply wells in New Hanover County and potentially three other downstream counties based on new sampling data by NC DEQ and its determination of our obligations for such contamination. NC DEQ directed us to submit, within 90 days of receipt of the notice (due February 1, 2022), for its review and approval a comprehensive groundwater contamination assessment in such counties, as well as, an updated drinking water program to provide for sampling under the CO in such counties. We submitted our response on February 1, 2022, and accordingly, for the year ended December 31, 2021, we recorded $11 million for the assessment and for sampling related to potential PFAS contamination of groundwater and supply of alternative drinking water in New Hanover and three other downstream counties. The liability is based on management’s preliminary assessment of the facts and circumstances for this matter. The estimated liability was based on certain assumptions, which management believes are reasonable under the circumstances and include, but are not limited to, implementation of the soil and groundwater assessment, the source and cause of PFAS contamination within the four counties, the estimated number of properties at which sampling is conducted and whether such property will qualify for an alternative drinking water supply, other potentially responsible parties and the method of long-term alternative water supply, if any.

Management’s estimate of the ultimate liability for this matter is dependent upon obtaining additional information, including, but not limited to, those items identified above. Given the level of uncertainties noted above, we are not able to provide a reasonable high-end estimate beyond the $11 million accrued at December 31, 2021. The ultimate resolution of this matter could have a material adverse effect on our financial position, results of operations and cash flow.

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

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

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

The environmental accrual for USS Lead continues to include completion of the remaining obligations under the 2012 Record of Decision (“ROD”) and Statement of Work, which principally encompasses completion of Zone 1. The EPA released a proposed amendment to the 2012 ROD (the “ROD Amendment”) for a portion of Zone 1 in December 2018 (following its August 2018 Feasibility Study Addendum), with its recommended option based on future residential use. ~~However,~~The EPA’s ROD Amendment for modified Zone 1 was released in March 2020, and selects as the ~~proposed amendment was sent out for public comment with the EPA’s statement that the~~preferred remedy ~~basis and cost may change~~one which requires a clean-up to residential standards based on ~~community input on~~the current applicable residential zoning. The ROD Amendment for modified Zone 1 also sets forth a selected contingent remedy which requires clean-up to commercial/industrial standards if the future land ~~use. The EPA’s final decision~~use becomes commercial/industrial. In November 2019, a Letter of Intent was ~~expected~~executed by the City of East Chicago, Indiana and Industrial Development Advantage, LLC, relating to modified Zone 1 development, and EPA has indicated that it is “more likely” that future land use in ~~2019, but has~~this area will be commercial/industrial and not ~~yet been released.~~residential. During the second quarter of 2021, we accrued an additional $3 million based on a remediation estimate provided by Industrial Development Advantage, LLC. We expect that our future costs for modified Zone 1 will be further contingent on the development of this ~~remedy decision,~~area and implementation under the ROD Amendment, as well as any final allocation between PRPs. In the third quarter of 2021, we recorded an additional $9 million to resolve the claims asserted by EPA related to past indirect costs associated with the 2012 ROD as amended, and the 2014 agreement entered into with EPA and the State of Indiana.

In March 2019, ~~the~~ NJ DEP issued two Directives, one being a state-wide PFAS Directive, and filed four lawsuits against Chemours and other ~~defendants.~~defendants, including allegations relating to clean-up and removal costs at four sites including Chambers Works. In December 2021, a consolidated order was entered in the lawsuits granting, in part, and denying, in part a motion to dismiss or strike parts of the Second Amended Complaints. In January 2022, NJ DEP filed a motion for a preliminary injunction requiring EID and Chemours to establish a remediation funding source (“RFS”) in the amount of $943 million for Chambers Works, the majority of which is for non-PFAS remediation items. Further discussion related to these matters is included in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

In 2018, we issued our inaugural Corporate Responsibility Commitment (“CRC”) Report, which expresses our corporate responsibility commitment – an extension of our growth strategy – as 10 ambitious goals targeted for completion by 2030. Built on the pillars of Inspired People, Shared Planet, and an Evolved Portfolio, our Shared Planet pillar underlines our commitment to deliver essential solutions responsibly, without causing harm to the Earth. With a focus on the responsible treatment of climate, water, and waste, our Shared Planet goals are comprised of the following:

We are committed to improving our resource efficiency, to acting on opportunities to reduce our GHG emissions, to enhancing the eco-efficiency of our supply chain, and to encouraging our employees to reduce their own environmental footprints. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. We continue to invest in R&D to develop safer, cleaner, and more efficient products and processes that help our customers and consumers reduce both their GHGs and their overall environmental footprint. We value collaboration to drive change and commit to working with policymakers, our value chain, and other organizations to encourage collective action for reducing GHGs.

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

OnIn June ~~26,~~ 2019, the Member States Committee of the European Chemicals Agency (“ECHA”) voted to list HFPO Dimer Acid as a Substance of Very High Concern. The vote was based on Article 57(f) – equivalent level of concern having probable serious effects to the environment. This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance. On September 24, 2019, Chemours filed an application with the EU Court of Justice for the annulment of the decision of ECHA to list HFPO Dimer Acid as a Substance of Very High Concern. In September 2021, the General Court held an oral hearing on the written submissions and the court has provided notice that its ruling will be provided in February 2022.

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

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

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

On October 18, 2021, EPA released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS. The PFAS Strategic Roadmap sets timelines by which EPA plans to take specific actions through 2024, including establishing a national primary drinking water regulation for PFOA and perfluorooctanesulfonic acid (“PFOS”) and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions. As provided under its roadmap, EPA also released on the same day its National PFAS Testing Strategy, under which the agency will identify and select certain PFAS compounds for which it will require PFAS manufacturers to conduct testing pursuant to the Toxic Substances Control Act (“TSCA”) orders. EPA has indicated that we will receive orders for certain of such compounds, including seven of the testing orders will be issued for PFAS compounds alleged to be associated with Fayetteville. On October 25, 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. Under the PFAS Strategic Roadmap, EPA indicated they plan to develop non-regulatory drinking water health advisories for certain PFAS compounds that have final EPA toxicity assessments, including GenX compounds in the Spring of 2022. We are currently evaluating the impact of EPA’s final toxicity assessment, including new data and analysis utilized by the agency, and have met with the agency to discuss process-related and technical concerns about the assessment. It is reasonably possible that additional costs could be incurred in connection with EPA’s actions, however, we cannot estimate the potential impact or additional cost due to the uncertainties on the potential drinking water health advisories or other actions. The environmental remediation liabilities recorded for Fayetteville and certain other sites, such as Washington Works, Parkersburg, West Virginia and Chambers Works, Deepwater, New Jersey as of December 31, 2021 are based upon the existing Consent Orders, agreements and/or voluntary commitments with EPA, state and other local regulators and depending on the ultimate outcome of EPA’s actions, could require adjustment to meet higher drinking water standards.

In May 2019, we filed a lawsuit in Delaware Chancery Court (“Chancery Court”) against ~~DowDuPont, Inc.,~~DuPont, Corteva, ~~Inc.,~~ and ~~DuPont~~EID concerning ~~DuPont’s~~EID’s contention that it is entitled to unlimited indemnity from us for specified liabilities that ~~DuPont~~EID assigned to us in the spin-off. The lawsuit ~~requests that the Chancery Court enter~~requested a declaratory judgment limiting ~~DuPont’s~~EID’s indemnification rights against us and the transfer of liabilities to us to the actual “high-end (maximum) realistic exposures” it stated in connection with the spin-off, or, in the alternative, requiring the return of the approximate $4$4.0 billion dividend ~~DuPont~~EID extracted from us in connection with the spin-off. In ~~response, DuPont has filed a~~March 2020, the Chancery Court granted EID’s Motion to Dismiss, placing the matter in non-public binding arbitration. The dismissal was affirmed by the Delaware Supreme Court. In January 2021, the parties entered into a binding MOU, addressing the allegations in the lawsuit ~~seeking~~and arbitration. Pursuant to the MOU, the parties have agreed to dismiss the ~~dispute heard in a non-public arbitration rather than the Chancery Court.~~arbitration. Many of the potential litigation liabilities discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements are ~~at issue~~included in the ~~lawsuit.~~MOU.

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

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

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

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

The following table sets forth a reconciliation of ~~Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to~~ our net income (loss) attributable to Chemours to Adjusted Net Income, Adjusted EBITDA, and Adjusted EPS for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

	Year Ended December 31,						Year Ended December 31,
(Dollars in millions, except per share amounts)	2019			2018			2021			2020
Net (loss) income attributable to Chemours	$	(52	)	$	995
Non-operating pension and other post-retirement employee benefit cost (income) (1)		368			(27	)
Exchange losses (gains), net		2			(1	)
Net income attributable to Chemours							$	608		$	219
Non-operating pension and other post-retirement employee benefit income								(9	)		(1	)
Exchange (gains) losses, net								(3	)		26
Restructuring, asset-related, and other charges ~~(2)~~(1)		87			49			6			80
Loss on extinguishment of debt		—			38			21			22
Gain on sales of assets and businesses (3)		(10	)		(45	)
Transaction costs (4)		3			9
Legal and environmental charges (5)		175			82
Other charges		—			1
Adjustments made to income taxes (6)		—			(41	)
Benefit from income taxes relating to reconciling items (7)		(154	)		(26	)
Gain on sales of assets and businesses (2,3)								(115	)		(8	)
Natural disasters and catastrophic events (4)								21			—
Transaction costs								4			2
Qualified spend recovery (5)								(20	)		—
Legal and environmental charges (6,7)								230			49
Adjustments made to income taxes (8)								(27	)		(23	)
Benefit from income taxes relating to reconciling items (9)								(42	)		(37	)
Adjusted Net Income		419			1,034			674			329
Net income attributable to non-controlling interests		—			1
Interest expense, net		208			195			185			210
Depreciation and amortization		311			284			317			320
All remaining provision for income taxes		82			226			137			20
Adjusted EBITDA	$	1,020		$	1,740		$	1,313		$	879

Weighted-average number of common shares outstanding - basic		164,816,839			176,968,554			164,943,575			164,681,827
Dilutive effect of our employee compensation plans ~~(8)~~		2,428,184			5,603,467			3,754,864			1,664,702
Weighted-average number of common shares outstanding - diluted ~~(8)~~		167,245,023			182,572,021			168,698,439			166,346,529

Per share data
Basic (loss) earnings per share of common stock	$	(0.32	)	$	5.62
Diluted (loss) earnings per share of common stock (8)		(0.32	)		5.45
Basic earnings per share of common stock							$	3.69		$	1.33
Diluted earnings per share of common stock								3.60			1.32
Adjusted basic earnings per share of common stock		2.54			5.85			4.09			2.00
Adjusted diluted earnings per share of common stock ~~(8)~~		2.51			5.67			4.00			1.98

The following table sets forth a reconciliation of ~~FCF to~~ our cash flows provided by (used for) operating activities to FCF for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth a reconciliation of Adjusted EBIT and average invested capital, ~~net, a component of~~and their nearest respective GAAP measures, to ROIC ~~to our total debt, equity, and cash and cash equivalents amounts~~ for the ~~years ended December 31, 2019 and 2018.~~periods presented.

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

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

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

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

We enter into foreign currency forward contracts to minimize the volatility in our earnings related to foreign exchange gains and losses resulting from ~~the remeasurement of~~remeasuring our monetary assets and liabilities that are denominated in non-functional currencies, and any gains and losses from the foreign currency forward contracts are intended to be offset by any gains or losses from the remeasurement of the underlying monetary assets and liabilities. These derivatives are stand-alone and, except as described below, have not been designated as a hedge. At December 31, ~~2019,~~2021, we had 1612 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$530~~$254 million, the fair value of which amounted to less than negative $1 million. At December 31, ~~2018,~~2020, we had 2025 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$503~~$688 million, the fair value of which amounted to ~~less than $1~~$3 million. We recognized a net loss of $2$15 million, a net gain of $29 million, and a net ~~gains~~loss of ~~$3 million and $4~~$2 million for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively, within other income (expense), net related to our non-designated foreign currency forward contracts.

We enter into certain ~~of our~~ qualifying foreign currency forward contracts under a cash flow hedge program to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of our international subsidiaries that use the euro as their functional currency. At December 31, ~~2019,~~2021, we had ~~150~~175 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$124~~$195 million, the fair value of which amounted to ~~$1 million of net unrealized gain.~~$5 million. At December 31, ~~2018,~~2020, we had 75144 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$143~~$101 million, the fair value of which amounted to ~~$3 million of net unrealized gain.~~negative $4 million. We recognized a pre-tax ~~gains~~gain of $10 million, a pre-tax loss of $4 million, and a pre-tax gain of $6 ~~million and $10~~ million for the years ended December 31, 2021, 2020, and 2019, ~~and 2018,~~ respectively, ~~on our cash flow hedge~~ within accumulated other comprehensive loss. For the year ended December 31, 2021, $2 million of loss was reclassified to the cost of goods sold from accumulated other comprehensive loss. For the years ended December 31, ~~2019~~2020 and ~~2018, $10~~2019,$3 million and $4$10 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

We designated our euro-denominated debt as a hedge of our net investment in certain of our international subsidiaries that use the euro as their functional currency in order to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates of the euro with respect to the U.S. dollar. We recognized a pre-tax ~~gains~~gain of ~~$20~~$73 million, ~~and $32~~a pre-tax loss of $88 million, and a pre-tax ~~loss~~gain of ~~$86~~$20 million for the years ended December 31, 2021, 2020, and 2019, respectively, on our net investment hedge within accumulated other comprehensive loss.

We entered into interest rate swaps, to mitigate the volatility in our cash payments for interest due to fluctuations in the London Interbank Offered Rate (“LIBOR”), as is applicable to the portion of our senior secured term loan facility denominated in U.S. dollars. At December 31, 2021, we had three interest rate swaps outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $400 million, the fair value of which amounted to less than $1 million. At December 31, 2020, we had three interest rate swaps outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $400 million, the fair value of which amounted to negative $3 million. We recognized a pre-tax gain of $2 million and a pre-tax loss of $4 million for the years ended December 31, ~~2019, 2018,~~2021 and ~~2017,~~2020 within accumulated other comprehensive loss, respectively.

~~Our risk management programs~~ For the years ended December 31, 2021 and ~~the underlying exposures are closely correlated, such that the potential~~2020, losses of $2 million and less than $1 million were reclassified to interest expense, net from accumulated other comprehensive loss, ~~in value for the risk management portfolio described above would be largely offset by the changes in the value of the underlying exposures. See “Note 26 – Financial Instruments” to the~~ ~~Consolidated Financial Statements~~respectively. ~~for further information.~~

Our sales are not materially dependent on any single customer. At December 31, ~~2019~~2021 and ~~2018,~~2020, one individual customer balance represented approximately 5%6% and 8%5% of our total outstanding accounts and notes receivable balance, respectively. 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, ~~2019~~2021 and ~~2018~~2020 was material.

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

A portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with changes in the business cycle. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw materials costs through timely price increases and formula price contracts to transfer or share commodity price risk. We did not have any commodity derivative financial instruments in place as of December 31, ~~2019~~2021 and ~~2018.~~2020.

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

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

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

As of December 31, ~~2019,~~2021, our CEO and CFO, together with management, conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, ~~2019~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have completed an evaluation of our internal control over financial reporting and have concluded that our internal control over financial reporting was effective as of December 31, ~~2019 (see~~2021 (refer to “Management’s Report on Internal Control over Financial Reporting” on page F-2 to the Consolidated Financial Statements). The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (refer to the “Report of Independent Registered Public Accounting Firm” on page F-3 to the Consolidated Financial Statements).

Except for information concerning executive officers, which is included in Part I of this Annual Report on Form 10-K under the caption “Information About Our Executive ~~Officers,”~~Officers”, the information about our directors required by this Item 10 – Directors, Executive Officers, and Corporate Governance is contained under the caption “Proposal 1 – Election of Directors” in the definitive proxy statement for our ~~2020~~2022 annual meeting of stockholders (the ~~“2020~~“2022 Proxy Statement”), which we anticipate filing with the SEC within 120 days after the end of the fiscal year to which this report relates, and is incorporated herein by reference.

Information regarding our audit committee and our code of ethics ~~and compliance with Section 16(a) of the Exchange Act~~ is contained in the ~~2020~~2022 Proxy Statement under the captions “Corporate ~~Governance,”~~Governance” and “Board Structure and Committee ~~Composition,” and “Section 16(a) Beneficial Ownership Reporting Compliance”~~Composition” and is incorporated herein by reference.

The information required by this Item 11 – Executive Compensation is contained in the ~~2020~~2022 Proxy Statement under the captions “Executive ~~Compensation,”~~Compensation”, “Director ~~Compensation,” “Compensation Committee Report,”~~Compensation”, and “Compensation ~~Committee Interlocks,~~ and ~~Insider Participation”~~Leadership Development Committee” and is incorporated herein by reference.

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

The information required by this Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and not otherwise set forth below is contained in the ~~2020~~2022 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

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

The information required by this Item 13 – Certain Relationships and Related Transactions, and Director Independence is contained in the ~~2020~~2022 Proxy Statement under the captions “Director Independence” and “Certain Relationships and Transactions” and is incorporated herein by reference.

The information required by this Item 14 – Principal Accounting Fees and Services is contained in the ~~2020~~2022 Proxy Statement under the captions “Proposal 34 – Ratification of Selection of Independent Registered Public Accounting ~~Firm,”~~Firm”, “Fees Paid to Independent Registered Public Accounting ~~Firm,”~~Firm”, and “Audit Committee’s ~~Pre-approval~~Pre-Approval Policies and Procedures” and is incorporated herein by reference.

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

The report of our independent registered public accounting firm with respect to the above-referenced financial statements and their report on internal control over financial reporting is included on page F-3. Their consent appears as Exhibit 23 of this Form 10-K.

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

~~See~~Refer to the “Exhibit Index” beginning on page 6475 of this Annual Report on Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

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

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2019,~~2021, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ~~(COSO)~~(“COSO”) in Internal Control - Integrated Framework (2013). Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, ~~2019.~~2021.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2019,~~2021, as stated in its report, which is presented on the following page.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Chemours Company and its subsidiaries (the “Company”) as of December 31, ~~2019~~2021 and ~~2018,~~2020, and the related consolidated statements of operations, of comprehensive income, ~~(loss),~~ of ~~stockholders’~~shareholders' equity and of cash flows for each of the three years in the period ended December 31, ~~2019,~~2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2019,~~2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2019~~2021 and ~~2018,~~2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2019~~2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2019,~~2021, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.

~~As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.~~

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit ~~matters~~matter communicated below ~~are matters~~is a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (i) ~~relate~~relates to accounts or disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they relate.~~it relates.

Accrued Liabilities Associated with the Fayetteville Works ~~Site~~On-site Surface Water and Groundwater Remediation Activities

As described in Note 22 to the consolidated financial statements, the Company is cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental entities with respect to the discharge of hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”) and ~~other perfluorinated~~per- and ~~polyfluorinated compounds~~polyfluoroalkyl substances (“PFAS”) from the Company’s Fayetteville Works site in North Carolina (“Fayetteville”) into the Cape Fear River site surface water ~~groundwater,~~ and ~~air emissions.~~groundwater. The Company’s ~~accruals~~accrued liabilities for ~~these off-site~~on-site surface water and ~~on-site remedial~~groundwater remediation activities were $289 million as of December 31, 2019 were $201 million. The Company’s estimated liability for off-site replacement drinking water supplies is based on management’s assessment of the current facts and circumstances for this matter, which is subject to various assumptions that include the number of affected surrounding properties, response rates to the Company’s offer, the type of water treatment systems selected, the cost of the selected water treatment systems, and any related operation, maintenance, and monitoring (“OM&M”) requirements, and other charges contemplated by the Consent Order with the North Carolina Department of Environmental Quality (“Consent Order”).2021. The Company’s estimated liability for the on-site remediation activities that are probable and estimable is based on the Consent Order, the related addendum with the North Carolina Department of Environmental Quality (the “Addendum”), the Corrective Action Plan (“CAP”) and management’s assessment of the current facts and circumstances, which are subject to various assumptions including the transport pathways (being pathways by which PFAS reaches the Cape Fear River) which will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, the estimated cost of such potential remedies and treatment systems, ~~and~~ any related operation, maintenance, and monitoring (“OM&M&M”) requirements, and other charges contemplated by the Consent Order and ~~CAP.~~the Addendum.

The principal considerations for our determination that performing procedures relating to the accrued liabilities associated with the Fayetteville Works on-site surface water and groundwater remediation activities is a critical audit matter are ~~there was~~the significant judgment by management ~~to estimate~~in estimating the ~~ultimate costs expected to be incurred under environmental regulations,~~accrued liabilities for the on-site surface water and groundwater remediation activities based on the Consent Order, including the Addendum, CAP and management’s assessment of the ~~CAP which~~current facts and circumstances; this in turn led to significant auditor judgment, subjectivity, and effort in performing procedures ~~to assess~~and evaluating management’s ~~judgments, including~~significant assumptions related to ~~the number of affected surrounding properties, the type of water treatment systems selected, the cost of the selected water treatment systems,~~ transport pathways which will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, ~~and~~ the estimated cost of such potential remedies and treatment systems, and any related OM&M requirements. Additionally, the audit effort involved the use of professionals with specialized skill and ~~knowledge to assist in performing these procedures and evaluating the audit evidence obtained.~~knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination and valuation of the accrued liabilities ~~related to~~associated with the Fayetteville Works on-site surface water and groundwater remediation activities, as well as the related financial statement disclosures. These procedures also included, among others, (i) testing management’s process for determining the estimate for the accrued liabilities associated with the Fayetteville on-site surface water and groundwater remediation activities; (ii) testing the reasonableness of management’s assumptions ~~used~~related to ~~estimate~~ the ~~ultimate costs, including the number of affected surrounding properties, the type and cost of water treatment systems selected,~~ transport pathways which will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, ~~and~~ the estimated cost of such potential remedies and treatment systems selected and implemented, and any related OM&M requirements, ~~(ii)~~which involved comparing the cost estimates developed by management to third party evidence, and comparing actual and historical costs used to develop the estimates, as applicable; (iii) obtaining and evaluating responses to letters of audit inquiry from legal ~~counsel,~~counsel; and ~~(iii)~~(iv) evaluating the sufficiency of the Company’s disclosures related to the matter. Professionals with specialized skill and knowledge were used to assist us in evaluating the estimated costs resulting from the Consent Order, the Addendum, CAP and ~~CAP.~~

~~Goodwill Impairment Assessment - Mining Solutions and Fluoropolymers Reporting Units~~

As described in Notes 3 and 15 to the consolidated financial statements, the Company’s consolidated goodwill balance was $153 million as of December 31, 2019, of which the goodwill associated with the Mining Solutions and Fluoropolymers reporting units was $51 million and $56 million, respectively. Management tests its goodwill for impairment at least annually on October 1; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. As previously disclosed by management, in addition to the annual impairment test performed on October 1, management determined trigger events occurred during 2019 that required certain reporting units’ goodwill to be tested for impairment prior to the annual test. An impairment exists when the carrying value of a reporting unit exceeds its fair value. When performing a quantitative impairmentmanagement’s assessment management weights the results of an income-based valuation technique, the discounted cash flows method, and a market-based valuation technique, the guideline public companies method, to determine the reporting units’ fair values. Such techniques require significant judgment and assumptions by management relating to short and long-term revenue growth rates, gross margins, discount rates, market multiples, and prospective financial information surrounding future reporting unit cash flows.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments related to the Mining Solutions and Fluoropolymers reporting units is a critical audit matter are there was significant judgment by management when developing the fair value measurements of the ~~reporting units. This in turn led to a high degree of auditor effort in performing procedures to evaluate the significant assumptions used in management’s interim~~current facts and annual impairment assessments, including short and long-term revenue growth rates, gross margins, discount rates, and market multiples. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.circumstances.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the discounted cash flow models and the guideline public companies models; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the significant assumptions used by management, including short and long-term revenue growth rates, gross margins, discount rates, and market multiples. Evaluating management’s assumptions related to short and long-term revenue growth rates, gross margins, discount rates, and market multiples involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the respective reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models, the guideline public companies models, and certain significant assumptions.

Year Ended December 31,

2019

2018

2017

Net sales

$
5,526

$
6,638

$
6,183

Cost of goods sold

4,463

4,667

4,438

Gross profit

1,063

1,971

1,745

Selling, general, and administrative expense

548

657

626

Research and development expense

80

82

81

Restructuring, asset-related, and other charges

87

49

57

Total other operating expenses

715

788

764

Equity in earnings of affiliates

29

43

33

Interest expense, net

(208
)

(195
)

(214
)
Loss on extinguishment of debt

—

(38
)

(1
)
Other (expense) income, net

(293
)

162

113

(Loss) income before income taxes

(124
)

1,155

912

(Benefit from) provision for income taxes

(72
)

159

165

Net (loss) income

(52
)

996

747

Less: Net income attributable to non-controlling interests

—

1

1

Net (loss) income attributable to Chemours

$
(52
)

$
995

$
746

Per share data

Basic (loss) earnings per share of common stock

$
(0.32
)

$
5.62

$
4.04

Diluted (loss) earnings per share of common stock

(0.32
)

5.45

3.91

	Year Ended December 31,
	2021									2020									2019
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income (loss)							$	608								$	219								$	(52	)
Other comprehensive income (loss):
Hedging activities:
Unrealized gain (loss) on net investment hedge	$	73		$	(18	)		55		$	(88	)	$	22			(66	)	$	20		$	(5	)		15
Unrealized gain (loss) on cash flow hedge		12			(2	)		10			(8	)		1			(7	)		6			(1	)		5
Reclassifications to net income - cash flow hedge		4			(1	)		3			(3	)		—			(3	)		(10	)		1			(9	)
Hedging activities, net		89			(21	)		68			(99	)		23			(76	)		16			(5	)		11
Cumulative translation adjustment		(116	)		—			(116	)		111			—			111			2			—			2
Defined benefit plans:
Additions to accumulated other comprehensive loss:
Net (loss) gain		(22	)		6			(16	)		4			(1	)		3			(144	)		31			(113	)
Prior service (cost) benefit		—			—			—			(1	)		—			(1	)		5			(1	)		4
Curtailment gain		—			—			—			4			(1	)		3			—			—			—
Effect of foreign exchange rates		6			—			6			(9	)		—			(9	)		7			—			7
Reclassifications to net income:
Amortization of actuarial loss		7			(2	)		5			9			(2	)		7			18			(4	)		14
Amortization of prior service gain		(2	)		—			(2	)		(3	)		—			(3	)		(2	)		—			(2	)
Settlement loss		1			—			1			5			(1	)		4			383			(91	)		292
Defined benefit plans, net	$	(10	)	$	4			(6	)	$	9		$	(5	)		4		$	267		$	(65	)		202
Other comprehensive (loss) income								(54	)								39									215
Comprehensive income								554									258									163
Comprehensive income attributable to Chemours							$	554								$	258								$	163

Year Ended December 31,

2019

2018

2017

Pre-tax

Tax

After-tax

Pre-tax

Tax

After-tax

Pre-tax

Tax

After-tax

Net (loss) income

$
(124
)

$
72

$
(52
)

$
1,155

$
(159
)

$
996

$
912

$
(165
)

$
747

Other comprehensive income (loss):

Hedging activities:

Unrealized gain (loss) on net
investment hedge

20

(5
)

15

32

(8
)

24

(86
)

24

(62
)
Unrealized gain on cash flow hedge

6

(1
)

5

10

(1
)

9

—

—

—

Reclassifications to net income - cash
flow hedge

(10
)

1

(9
)

(4
)

1

(3
)

—

—

—

Hedging activities, net

16

(5
)

11

38

(8
)

30

(86
)

24

(62
)
Cumulative translation
adjustment

2

—

2

(75
)

—

(75
)

200

—

200

Defined benefit plans:

Additions to accumulated other comprehensive loss:

Net (loss) gain

(144
)

31

(113
)

(115
)

29

(86
)

24

(5
)

19

Prior service benefit

5

(1
)

4

—

—

—

—

—

—

Effect of foreign
exchange rates

7

—

7

8

—

8

(38
)

—

(38
)
Reclassifications to net income:

Amortization of prior service gain

(2
)

—

(2
)

(2
)

—

(2
)

(2
)

—

(2
)
Amortization of actuarial loss

18

(4
)

14

16

(4
)

12

24

(6
)

18

Settlement loss

383

(91
)

292

—

—

—

—

—

—

Defined benefit plans, net

267

(65
)

202

(93
)

25

(68
)

8

(11
)

(3
)
Other comprehensive income (loss)

285

(70
)

215

(130
)

17

(113
)

122

13

135

Cumulative effect of adopting ASU No. 2018-02

—

—

—

—

(9
)

(9
)

—

—

—

Comprehensive income

161

2

163

1,025

(151
)

874

1,034

(152
)

882

Less: Comprehensive income attributable to non-controlling interests

—

—

—

1

—

1

1

—

1

Comprehensive income attributable to Chemours

$
161

$
2

$
163

$
1,024

$
(151
)

$
873

$
1,033

$
(152
)

$
881

	December 31,
		2021			2020
Assets
Current assets:
Cash and cash equivalents	$	1,451		$	1,105
Accounts and notes receivable, net		720			511
Inventories		1,099			939
Prepaid expenses and other		75			78
Total current assets		3,345			2,633
Property, plant, and equipment		9,232			9,582
Less: Accumulated depreciation		(6,078	)		(6,108	)
Property, plant, and equipment, net		3,154			3,474
Operating lease right-of-use assets		227			236
Goodwill		102			153
Other intangible assets, net		6			14
Investments in affiliates		169			167
Restricted cash and restricted cash equivalents		100			—
Other assets		447			405
Total assets	$	7,550		$	7,082
Liabilities
Current liabilities:
Accounts payable	$	1,162		$	844
Compensation and other employee-related cost		173			107
Short-term and current maturities of long-term debt		25			21
Current environmental remediation		173			95
Other accrued liabilities		325			375
Total current liabilities		1,858			1,442
Long-term debt, net		3,724			4,005
Operating lease liabilities		179			194
Long-term environmental remediation		389			295
Deferred income taxes		49			36
Other liabilities		269			295
Total liabilities		6,468			6,267
Commitments and contingent liabilities
Equity
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 191,860,159 shares issued and 161,046,732 shares outstanding at December 31, 2021; 190,239,883 shares issued and 164,920,648 shares outstanding at December 31, 2020)		2			2
Treasury stock, at cost (30,813,427 shares at December 31, 2021; 25,319,235 at December 31, 2020)		(1,247	)		(1,072	)
Additional paid-in capital		944			890
Retained earnings		1,746			1,303
Accumulated other comprehensive loss		(364	)		(310	)
Total Chemours stockholders’ equity		1,081			813
Non-controlling interests		1			2
Total equity		1,082			815
Total liabilities and equity	$	7,550		$	7,082

December 31,

2019

2018

Assets

Current assets:

Cash and cash equivalents

$
943

$
1,201

Accounts and notes receivable, net

674

861

Inventories

1,079

1,147

Prepaid expenses and other

81

84

Total current assets

2,777

3,293

Property, plant, and equipment

9,413

8,992

Less: Accumulated depreciation

(5,854
)

(5,701
)
Property, plant, and equipment, net

3,559

3,291

Operating lease right-of-use assets

294

—

Goodwill and other intangible assets, net

174

181

Investments in affiliates

162

160

Other assets

292

437

Total assets

$
7,258

$
7,362

Liabilities

Current liabilities:

Accounts payable

$
923

$
1,137

Short-term and current maturities of long-term debt

134

13

Other accrued liabilities

484

559

Total current liabilities

1,541

1,709

Long-term debt, net

4,026

3,959

Operating lease liabilities

245

—

Deferred income taxes

118

217

Other liabilities

633

457

Total liabilities

6,563

6,342

Commitments and contingent liabilities

Equity

Common stock (par value $0.01 per share; 810,000,000 shares authorized;
188,893,478 shares issued and 163,574,243 shares outstanding at December 31, 2019;
187,204,567 shares issued and 170,780,474 shares outstanding at December 31, 2018)

2

2

Treasury stock, at cost (25,319,235 shares at December 31, 2019;
16,424,093 shares at December 31, 2018)

(1,072
)

(750
)
Additional paid-in capital

859

860

Retained earnings

1,249

1,466

Accumulated other comprehensive loss

(349
)

(564
)
Total Chemours stockholders’ equity

689

1,014

Non-controlling interests

6

6

Total equity

695

1,020

Total liabilities and equity

$
7,258

$
7,362

	Common Stock				Treasury Stock						Additional			Retained			Accumulated Other Comprehensive			Non-controlling
	Shares		Amount		Shares			Amount			Paid-in Capital			Earnings			(Loss) Income			Interests			Total Equity
Balance at January 1, 2019		187,204,567	$	2		16,424,093		$	(750	)	$	860		$	1,466		$	(564	)	$	6		$	1,020
Common stock issued - compensation plans		1,098,542		—		—			—			1			(1	)		—			—			—
Exercise of stock options, net		590,369		—		—			—			9			—			—			—			9
Purchases of treasury stock, at cost		—		—		8,895,142			(322	)		—			—			—			—			(322	)
Stock-based compensation expense		—		—		—			—			19			—			—			—			19
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(30	)		—			—			—			(30	)
Net loss		—		—		—			—			—			(52	)		—			—			(52	)
Dividends declared on common shares ($1.00 per share)		—		—		—			—			—			(164	)		—			—			(164	)
Other comprehensive income		—		—		—			—			—			—			215			—			215
Balance at December 31, 2019		188,893,478		2		25,319,235			(1,072	)		859			1,249			(349	)		6			695
Common stock issued - compensation plans		222,665		—		—			—			1			(1	)		—			—			—
Exercise of stock options, net		1,123,740		—		—			—			16			—			—			—			16
Stock-based compensation expense		—		—		—			—			16			—			—			—			16
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(2	)		—			—			—			(2	)
Net income		—		—		—			—			—			219			—			—			219
Dividends declared on common shares ($1.00 per share)		—		—		—			—			—			(164	)		—			—			(164	)
Dividends to non-controlling interests		—		—		—			—			—			—			—			(4	)		(4	)
Other comprehensive income		—		—		—			—			—			—			39			—			39
Balance at December 31, 2020		190,239,883		2		25,319,235			(1,072	)		890			1,303			(310	)		2			815
Common stock issued - compensation plans		264,908		—		(39,554	)		2			(1	)		(1	)		—			—			—
Exercise of stock options, net		1,355,368		—		—			—			23			—			—			—			23
Purchases of treasury stock, at cost		—		—		5,533,746			(177	)		—			—			—			—			(177	)
Stock-based compensation expense		—		—		—			—			34			—			—			—			34
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(2	)		—			—			—			(2	)
Net income		—		—		—			—			—			608			—			—			608
Dividends declared on common shares ($1.00 per share)		—		—		—			—			—			(164	)		—			—			(164	)
Dividends to non-controlling interests		—		—		—			—			—			—			—			(1	)		(1	)
Other comprehensive loss		—		—		—			—			—			—			(54	)		—			(54	)
Balance at December 31, 2021		191,860,159	$	2		30,813,427		$	(1,247	)	$	944		$	1,746		$	(364	)	$	1		$	1,082

Common Stock

Treasury Stock

Shares

Amount

Shares

Amount

Additional
Paid-in
Capital

(Accumulated
Deficit)
Retained
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Non-controlling
Interests

Total Equity

Balance at
January 1, 2017

182,600,533

$
2

—

$
—

$
789

$
(114
)

$
(577
)

$
4

$
104

Common stock issued - compensation plans

569,263

—

—

—

—

—

—

—

—

Exercise of stock options, net

2,173,238

—

—

—

31

—

—

—

31

Purchases of treasury stock, at cost

—

—

2,386,406

(116
)

—

—

—

—

(116
)
Stock-based compensation expense

—

—

—

—

29

—

—

—

29

Cancellation of unissued stock awards withheld to cover taxes

—

—

—

—

(12
)

—

—

—

(12
)
Net income

—

—

—

—

—

746

—

1

747

Dividends ($0.29 per share)

—

—

—

—

—

(53
)

—

—

(53
)
Other comprehensive income

—

—

—

—

—

—

135

—

135

Balance at
December 31, 2017

185,343,034

2

2,386,406

(116
)

837

579

(442
)

5

865

Common stock issued - compensation plans

783,346

—

—

—

—

—

—

—

—

Exercise of stock options, net

1,078,187

—

—

—

16

—

—

—

16

Purchases of treasury stock, at cost

—

—

14,050,098

(634
)

—

—

—

—

(634
)
Shares issued under employee stock purchase plan

—

—

(12,411
)

—

—

—

—

—

—

Stock-based compensation expense

—

—

—

—

24

—

—

—

24

Cancellation of unissued stock awards withheld to cover taxes

—

—

—

—

(17
)

—

—

—

(17
)
Cumulative effect of adopting ASU No. 2018-02

—

—

—

—

—

9

(9
)

—

—

Net income

—

—

—

—

—

995

—

1

996

Dividends ($0.67 per share)

—

—

—

—

—

(117
)

—

—

(117
)
Other comprehensive loss

—

—

—

—

—

—

(113
)

—

(113
)
Balance at
December 31, 2018

187,204,567

2

16,424,093

(750
)

860

1,466

(564
)

6

1,020

Common stock issued - compensation plans

1,098,542

—

—

—

1

(1
)

—

—

—

Exercise of stock options, net

590,369

—

—

—

9

—

—

—

9

Purchases of treasury stock, at cost

—

—

8,895,142

(322
)

—

—

—

—

(322
)
Stock-based compensation expense

—

—

—

—

19

—

—

—

19

Cancellation of unissued stock awards withheld to cover taxes

—

—

—

—

(30
)

—

—

—

(30
)
Net loss

—

—

—

—

—

(52
)

—

—

(52
)
Dividends ($1.00 per share)

—

—

—

—

—

(164
)

—

—

(164
)
Other comprehensive income

—

—

—

—

—

—

215

—

215

Balance at
December 31, 2019

188,893,478

$
2

25,319,235

$
(1,072
)

$
859

$
1,249

$
(349
)

$
6

$
695

	Year Ended December 31,
	2021			2020			2019
Cash flows from operating activities
Net income (loss)	$	608		$	219		$	(52	)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization		317			320			311
Gain on sales of assets and businesses		(115	)		(8	)		(10	)
Equity in earnings of affiliates, net		(11	)		0			(3	)
Loss on extinguishment of debt		21			22			0
Amortization of debt issuance costs and issue discounts		9			9			9
Deferred tax benefit		(77	)		(120	)		(165	)
Asset-related charges		0			22			43
Stock-based compensation expense		34			16			19
Net periodic pension cost		6			14			381
Defined benefit plan contributions		(17	)		(21	)		(19	)
Other operating charges and credits, net		18			(22	)		(2	)
Decrease (increase) in operating assets:
Accounts and notes receivable		(225	)		175			191
Inventories and other operating assets		(202	)		126			116
(Decrease) increase in operating liabilities:
Accounts payable and other operating liabilities		454			55			(169	)
Cash provided by operating activities		820			807			650
Cash flows from investing activities
Purchases of property, plant, and equipment		(277	)		(267	)		(481	)
Acquisition of business, net		0			0			(10	)
Proceeds from sales of assets and businesses, net of cash divested		508			5			9
Proceeds from life insurance policies		1			1			1
Foreign exchange contract settlements, net		(12	)		27			(2	)
Cash provided by (used for) investing activities		220			(234	)		(483	)
Cash flows from financing activities
Proceeds from issuance of debt		650			800			0
Proceeds from accounts receivable securitization facility		0			12			128
Repayments on accounts receivable securitization facility		0			(122	)		(18	)
Proceeds from revolving loan		0			300			150
Repayments on revolving loan		0			(300	)		(150	)
Debt repayments		(854	)		(943	)		(19	)
Payments related to extinguishment of debt		(18	)		(16	)		0
Payments of debt issuance costs		(11	)		(10	)		0
Payments on finance leases		(10	)		(6	)		(3	)
Deferred acquisition-related consideration		0			(10	)		0
Purchases of treasury stock, at cost		(173	)		0			(322	)
Proceeds from exercised stock options, net		23			16			9
Payments related to tax withholdings on vested stock awards		(2	)		(2	)		(30	)
Payments of dividends to the Company's common shareholders		(164	)		(164	)		(164	)
Distributions to non-controlling interest shareholders		(1	)		(4	)		0
Cash used for financing activities		(560	)		(449	)		(419	)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents		(34	)		38			(6	)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents		446			162			(258	)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1,		1,105			943			1,201
Cash, cash equivalents, restricted cash, and restricted cash equivalents at December 31,	$	1,551		$	1,105		$	943

Supplemental cash flows information
Cash paid during the year for:
Interest, net of amounts capitalized	$	180		$	208		$	204
Income taxes, net of refunds		149			78			85
Non-cash investing and financing activities:
Purchases of property, plant, and equipment included in accounts payable	$	89		$	31		$	85
Obligations incurred under build-to-suit lease arrangement		0			0			40
Non-cash financing arrangements		0			16			11
Treasury stock repurchased, not settled		4			0			0
Deferred payments related to acquisition of business		0			0			15

Year Ended December 31,

2019

2018

2017

Cash flows from operating activities

Net (loss) income

$
(52
)

$
996

$
747

Adjustments to reconcile net income to cash provided by (used for) operating activities:

Depreciation and amortization

311

284

273

Gain on sales of assets and businesses

(10
)

(45
)

(22
)
Equity in earnings of affiliates, net

(3
)

18

(33
)
Loss on extinguishment of debt

—

38

1

Amortization of debt issuance costs and issue discounts

9

11

13

Deferred tax (benefit) provision

(165
)

23

83

Asset-related charges

43

4

3

Stock-based compensation expense

19

24

29

Net periodic pension cost (income)

381

(18
)

(22
)
Defined benefit plan contributions

(19
)

(15
)

(38
)
Other operating charges and credits, net

(2
)

(7
)

12

Decrease (increase) in operating assets:

Accounts and notes receivable, net

191

47

(88
)
Inventories and other operating assets

116

(284
)

(146
)
(Decrease) increase in operating liabilities:

Accounts payable and other operating liabilities

(169
)

64

(172
)
Cash provided by operating activities

650

1,140

640

Cash flows from investing activities

Purchases of property, plant, and equipment

(481
)

(498
)

(411
)
Acquisition of business, net

(10
)

(37
)

—

Proceeds from sales of assets and businesses, net

9

46

39

Proceeds from life insurance policies

1

—

—

Foreign exchange contract settlements, net

(2
)

2

2

Cash used for investing activities

(483
)

(487
)

(370
)
Cash flows from financing activities

Proceeds from issuance of debt, net

—

520

495

Proceeds from revolving loan

150

—

—

Repayments on revolving loan

(150
)

—

—

Proceeds from accounts receivable securitization facility

128

—

—

Debt repayments

(37
)

(679
)

(27
)
Payments related to extinguishment of debt

—

(29
)

(1
)
Payments of debt issuance costs

—

(12
)

(6
)
Payments on finance leases

(3
)

—

—

Purchases of treasury stock, at cost

(322
)

(644
)

(106
)
Proceeds from exercised stock options, net

9

16

31

Payments related to tax withholdings on vested stock awards

(30
)

(17
)

(12
)
Payments of dividends

(164
)

(148
)

(22
)
Cash (used for) provided by financing activities

(419
)

(993
)

352

Effect of exchange rate changes on cash and cash equivalents

(6
)

(15
)

32

(Decrease) increase in cash and cash equivalents

(258
)

(355
)

654

Cash and cash equivalents at January 1,

1,201

1,556

902

Cash and cash equivalents at December 31,

$
943

$
1,201

$
1,556

Supplemental cash flows information

Cash paid during the year for:

Interest, net of amounts capitalized

$
204

$
206

$
208

Income taxes, net of refunds

85

75

79

Non-cash investing and financing activities:

Changes in property, plant, and equipment included in accounts payable

$
85

$
37

$
(14
)
Obligations incurred under build-to-suit lease arrangement

40

47

8

Purchases of treasury stock not settled by year-end

—

—

10

Non-cash financing arrangements

11

—

—

Deferred payments related to acquisition of business

15

—

—

Dividends accrued but not yet paid

—

—

31

The Chemours Company (“~~Chemours,”~~Chemours”, or the “Company”) is a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. The Company delivers customized solutions with a wide range of industrial and specialty ~~chemicals~~chemical products for markets, including coatings, plastics, ~~and coatings,~~ refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, ~~electronics, mining,~~ and oil ~~refining.~~and gas. The Company’s principal products include ~~refrigerants, industrial fluoropolymer resins, sodium cyanide, performance chemicals and intermediates, and~~ titanium dioxide (“TiO₂”) ~~pigment.~~pigment, refrigerants, industrial fluoropolymer resins, and performance chemicals and intermediates. Chemours manages and reports its operating results through 34 reportable segments: ~~Fluoroproducts,~~Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions, and Titanium Technologies. The Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. The Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications.Solutions. The Titanium Technologies segment is a leading, global ~~producer~~provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protections in a variety of applications. The Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. The Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. The Chemical Solutions segment was a leading provider of industrial chemicals used in gold production prior to the Mining Solutions business sale and continues to be a leading provider of chemicals used in industrial and consumer applications.

Chemours has manufacturing facilities, sales centers, administrative offices, and warehouses located throughout the world. Chemours’ operations are primarily located in the U.S., Canada, Mexico, Brazil, the Netherlands, Belgium, China, Taiwan, Japan, Switzerland, Singapore, Hong Kong, India, and France. At December 31, ~~2019,~~2021, the Company operated 3029 major production facilities globally, of which ~~20 were dedicated to Fluoroproducts, 1 was dedicated to Chemical Solutions, 7~~8 were dedicated to Titanium Technologies, 8 were dedicated to Thermal & Specialized Solutions, 10 were dedicated to Advanced Performance Materials, and 23 supported multiple segments.

Chemours began operating as an independent company on July 1, 2015 (the “Separation Date”) after separating from E.I. DuPont de Nemours and Company (“~~DuPont”~~EID”) (the “Separation”). The Separation was completed pursuant to a separation agreement and other agreements with ~~DuPont,~~EID, including an employee matters agreement, a tax matters agreement, a transition services agreement, and an intellectual property cross-license agreement. These agreements govern the relationship between Chemours and ~~DuPont~~EID following the Separation and provided for the allocation of various assets, liabilities, rights, and obligations at the Separation Date. On August 31, 2017, ~~DuPont~~EID completed a merger with The Dow Chemical Company (“Dow”). Following their merger, ~~DuPont~~EID and Dow engaged in a series of reorganization steps and, in 2019, separated into three publicly-traded companies named Dow Inc., DuPont de Nemours, Inc. (“DuPont”), and Corteva, Inc. (“Corteva”).

Unless the context otherwise requires, references herein to “The Chemours ~~Company,” “Chemours,”~~Company”, “Chemours”, “the ~~Company,”~~Company”, “our ~~Company,” “we,” “us,”~~Company”, “we”, “us”, and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to ~~“DuPont”~~“EID” refer to E. I. du Pont de Nemours and Company, which is Chemours’ former parent company and is now a subsidiary of Corteva.

The accompanying consolidated financial statements have been prepared in ~~conformity~~accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and results of operations have been included for the periods presented herein. The notes that follow are an integral part of the Company’s consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current period presentation, the effect of which was not material to the Company’s consolidated financial statements.

Considerations related to the current novel coronavirus disease (“COVID-19”)

In the preparation of these financial statements and related disclosures, management has assessed the impact of COVID-19 on its results, estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As the COVID-19 situation is unprecedented and ever evolving, future events and effects related to the illness cannot be determined with precision, and actual results could significantly differ from estimates or forecasts.

The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences, facts, and circumstances available at the time and various other assumptions that management believes are reasonable. Actual results could differ from those estimates.

The consolidated financial statements include the accounts of Chemours and its subsidiaries, as well as entities in which a controlling interest is maintained. For those consolidated subsidiaries in which the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as non-controlling interests. Investments in companies in which Chemours, directly or indirectly, owns 20% to 50% of the voting stock, or has the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. As a result, Chemours’ share of the earnings or losses of such equity affiliates is included in the consolidated statements of operations, and Chemours’ share of such equity affiliates’ equity is included in the consolidated balance sheets.

The Company assesses the requirements related to the consolidation of any variable interest entity (“VIE”), including a qualitative assessment of power and economics that considers which entity has the power to direct the activities that most significantly impact the VIE’s economic performance, and has the right to receive any benefits or the obligation to absorb any losses of the VIE. No such VIE was consolidated by the Company for the periods presented.

All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements.

Chemours recognizes revenue using a five-step model, resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. A contract with a customer exists when: (i) the Company enters into an enforceable agreement that defines each party’s rights regarding the goods or services to be transferred, and the related payment terms; (ii) the agreement has commercial substance; and, (iii) it is probable that the Company will collect the consideration to which it is entitled to in the exchange. A performance obligation is a promise in a contract to transfer a distinct good or service, or a series of distinct goods or services, to a customer. The transaction price is the customary amount of consideration that the Company expects to be entitled to in exchange for a transfer of the promised goods or services to a customer, excluding any amounts collected by the Company on behalf of third parties (e.g., sales and use taxes). Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the critical events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers.

The Company’s revenue from contracts with customers is reflected in the consolidated statements of operations as net sales, the vast majority of which represents product sales that consist of a single performance obligation. Product sales to customers are made under a purchase order (“PO”), or in certain cases, in accordance with the terms of a master services agreement (“MSA”) or similar arrangement, which documents the rights and obligations of each party to the contract. When a customer submits a PO for product or requests product under an MSA, a contract for a specific quantity of distinct goods at a specified price is created, and the Company’s performance obligation under the contract is satisfied when control of the product is transferred to the customer, which is indicated by shipment of the product and the transfer of title and the risk of loss to the customer. Revenue is recognized on consignment sales when control transfers to the customer, generally at the point of customer usage of the product. The transaction price for product sales is generally the amount specified in the PO or in the request under an MSA; however, as is common in Chemours’ industry, the Company offers variable consideration in the form of rebates, volume discounts, early payment discounts, pricing based on formulas or indices, price matching, and guarantees to certain customers. Such amounts are included in the Company’s estimated transaction price using either the expected value method or the most-likely amount, depending on the nature of the variable consideration included in the contract. The Company regularly assesses its customers’ creditworthiness, and product sales are made based on established credit limits. Payment terms for the Company’s invoices are typically less than 90 days.

The Company also licenses the right to access certain of its trademarks to customers under specified terms and conditions in certain arrangements, which is recognized as a component of net sales in the consolidated statements of operations. Under such arrangements, the Company may receive a royalty payment for a trademark license that is entered into on a stand-alone basis or incorporated into an overall product sales arrangement. Royalty income is generally based on customer sales and recognized under the sales-based exception as the customer sale occurs. When minimum guaranteed royalty amounts are included in the transaction price, the Company recognizes royalty income ratably over the license period for the minimum amount. When there is no consideration specified for the use of the Company’s trademark, the entire transaction price is recognized in connection with the transfer of control of product. Royalty income resulting from the right to use the Company’s technology is considered outside the scope of revenue recognition under GAAP as it is not a part of the Company’s ongoing major or central activities, and is recognized as a component of other income (expense), net in the consolidated statements of operations in accordance with agreed-upon terms at the point or points in time that performance obligations are satisfied.

Consistent with the fact that the vast majority of the Company’s payment terms are less than 90 days from the point at which control of the promised goods or services is transferred, no adjustments have been made for the effects of a significant financing component. Additionally, the Company has elected to recognize the incremental costs associated with obtaining contracts as an expense when incurred if the amortization period of the assets that the Company would have recognized is one year or less. Amounts billed to customers for shipping and handling fees are considered a fulfillment cost and are included in net sales, and the costs incurred by the Company for the delivery of goods are classified as a component of the cost of goods sold in the consolidated statements of operations.

Research and development (“R&D”) costs are expensed as incurred. R&D expenses include costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products, enhancement of existing products, and regulatory approval of new and existing products.

The provision for (benefit from) income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for (benefit from) income taxes represents income taxes paid or payable for the current year, plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of Chemours’ assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The Company’s deferred tax assets and liabilities are presented on a net basis by jurisdictional filing group. Net deferred tax assets are presented as a component of other assets, while net deferred tax liabilities are presented as a component of deferred income taxes on the Company’s consolidated balance sheets. Valuation allowances are recorded to reduce deferred tax assets when it is more-likely-than-not that a tax benefit will not be realized.

Chemours recognizes income tax positions that meet the more-likely-than-not threshold and accrues any interest related to unrecognized income tax positions ~~as a component of other~~in the provision for (benefit from) income ~~(expense), net~~taxes in the consolidated statements of operations. ~~Income~~The Company also recognizes income tax-related penalties ~~are included~~ in the provision for (benefit from) income taxes.

Chemours presents both basic earnings per share and diluted earnings per share. Basic earnings per share excludes dilution and is computed by dividing the total net income (loss) attributable to Chemours by the weighted-average number of shares outstanding for the period. Diluted earnings per share reflects the dilution that could occur if the Company’s outstanding stock-based compensation awards, including any unvested restricted shares, were vested and exercised, thereby resulting in the issuance of common stock as determined under the treasury stock method. In periods where the Company incurs a net loss, stock-based compensation awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect.

Cash and cash equivalents generally include cash, time deposits, or ~~highly-liquid~~highly liquid investments with ~~original~~ maturities of three months or ~~less.~~less at the time of acquisition.

Accounts and notes receivables are recognized net of an allowance for doubtful accounts. The allowance for doubtful accounts reflects the best estimate of losses inherent in Chemours’ accounts and notes receivable portfolio, which is determined by assessing expected credit losses on the basis of historical experience, specific allowances for known troubled accounts, and other available evidence. Accounts and notes receivable are ~~written-off~~written off when management determines that they are uncollectible.

Chemours’ ~~U.S.~~ inventories are valued at the lower of cost or market asor net realizable value, where applicable. Cost of inventories held at substantially all U.S. locations are ~~valued~~determined using the last-in, first-out (“LIFO”) ~~method. Chemours’ non-U.S. inventories are valued at the lower~~method, while cost of ~~cost or net realizable value, as~~ inventories held outside the U.S. are ~~valued~~determined using the average cost method. The elements of cost in inventories include raw materials, direct labor, and manufacturing overhead. Stores and supplies are valued at the lower of cost or net realizable ~~value. Cost~~value, and cost is generally determined by the average cost method.

Property, plant, and equipment is carried at cost and is depreciated using the straight-line method. Substantially all equipment and buildings are depreciated over useful lives ranging from 15 to 25 years. Capitalizable costs associated with computer software for internal use are amortized on a straight-line basis over five to seven years. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the consolidated balance sheets and are included in the determination of any gain or loss on such disposals.

Repair and maintenance costs that materially add to the value of the asset or prolong its useful life are capitalized and depreciated based on their extension to the asset’s useful life. Capitalized repair and maintenance costs are recorded on the consolidated balance sheets as a component of other assets.

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

The Company’s lease assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of future lease payments. Operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property, plant, and equipment, net, short-term and current maturities of long-term debt, and long-term debt, net, on the Company’s consolidated balance sheets. The Company’s incremental borrowing rate, which is based on information available at the adoption date of January 1, 2019 for existing leases and the commencement date for leases commencing after the adoption date, is used to determine the present value of lease payments. The Company combines lease components with non-lease components for most classes of assets, except for certain manufacturing facilities or when the non-lease component is significant to the lease component.

The Company does not recognize leases with an initial term of 12 months or less on its consolidated balance sheets and will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Certain leases contain variable payments which are based on usage or operating costs, such as utilities and maintenance. These payments are not included in the measurement of the right-of-use asset or lease liability due to the uncertainty of the payment amount and are recorded as lease expense in the period incurred. Leases with the options to extend their term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options.

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

Chemours has the option to first qualitatively assess whether it is more-likely-than-not that an impairment exists for a reporting unit. Such qualitative factors include, among other things, prevailing macroeconomic conditions, industry and market conditions, changes in costs associated with raw materials, labor, or other inputs, the Company’s overall financial performance, and certain other entity-specific events that impact Chemours’ reporting units. When performing a quantitative test, the Company weights the results of an income-based valuation technique, the discounted cash flows method, and a market-based valuation technique, the guideline public companies method, to determine its reporting units’ fair values.

Definite-lived intangible assets, such as purchased and licensed technology, patents, trademarks, and customer lists, are amortized over their estimated useful lives, generally for periods ranging from five to 20 years. The reasonableness of the useful lives of these assets is periodically evaluated.

The Company uses the equity method of accounting for its investments in and earnings of affiliates. The Company considers whether the fair value of any of its equity method investments has declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary, based on various factors, a write-down would be recorded to the estimated fair value.

The Company classifies cash and cash equivalents that are legally or contractually restricted for withdrawal or usage as restricted cash and restricted cash equivalents. Chemours restricted cash and restricted cash equivalents includes cash and cash equivalents deposited in an escrow account as per the terms of the Company’s Memorandum of Understanding (“MOU”) agreement which is further discussed in “Note 22 – Commitments and Contingent Liabilities”.

Chemours accrues for environmental remediation matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used.

Estimated liabilities are determined based on existing remediation laws and technologies and the Company’s planned remedial responses, which are derived from environmental studies, sampling, testing, and analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies. These liabilities, which are undiscounted, are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available.

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

Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued and are reflected as a component of the cost of goods sold for on-site remediation costs or as a component of selling, general, and administrative expense for off-site remediation costs in the consolidated statements of operations. Other environmental costs are also charged to expense in the period incurred, unless they extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations, in which case they are capitalized and amortized. Pursuant to the binding MOU entered into between Chemours, DuPont, Corteva, and EID, as further discussed in “Note 22 – Commitments and Contingent Liabilities”, costs specific to potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities are subject to a cost-sharing arrangement between the parties. Any recoveries of Qualified Spend (as further described in “Note 22 – Commitments and Contingent Liabilities” and as defined in the MOU) from DuPont and/or Corteva under the cost-sharing arrangement will be recognized as an offset to the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when realizable. Any Qualified Spend incurred by DuPont and/or Corteva under the cost-sharing arrangement will be recognized in the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when the amounts of such costs are probable and estimable.

Chemours records its asset retirement obligations at their fair value at the time the liability is incurred. Fair value is measured using the expected future cash outflows discounted at Chemours’ credit-adjusted, risk-free interest rate, which is considered to be a Level 3 input within the fair value hierarchy. Accretion expense is recognized as an operating expense within the cost of goods sold in the consolidated statements of operations, using the credit-adjusted, risk-free interest rate in effect when the liability was recognized. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and are depreciated over the estimated remaining useful life of the asset, generally for periods ranging from two to 25 years.

Chemours insures for certain risks where permitted by law or regulation, including workers’ compensation, vehicle liability, and employee-related benefits. Liabilities associated with these risks are estimated in part by considering any historical claims experience, demographic factors, and other actuarial assumptions. For certain other risks, the Company uses a combination of third-party insurance and self-insurance, reflecting its comprehensive review of relevant risks. A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable.

Chemours accrues for legal matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Litigation-related liabilities and expenditures included in the consolidated financial statements include legal matters that are liabilities of DuPont and its subsidiaries, which Chemours may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period that services are rendered.

~~Chemours accrues for environmental remediation~~litigation matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used.

~~Estimated liabilities are determined based on existing remediation laws~~ When a material loss contingency is reasonably possible, but not probable, the Company does not record a liability, but instead discloses the nature of the matter and ~~technologies and our planned remedial responses, which are derived from~~ ~~in-depth environmental studies, sampling, testing, and analyses. Inherent uncertainties exist in~~an estimate of the loss or range of loss, to the extent such evaluations, primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies. These accruals are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available.

~~Environmental~~estimate can be made. Litigation-related liabilities and expenditures included in the consolidated financial statements include ~~claims for~~legal matters that are liabilities of ~~DuPont~~EID and its subsidiaries, which Chemours may be required to indemnify pursuant to the Separation-related agreements executed prior to the Separation. ~~Accrued liabilities are undiscounted~~Legal costs, such as outside counsel fees and ~~do not include claims against third parties, and are included in other accrued liabilities and other liabilities on the consolidated balance sheets.~~

~~Costs related to environmental remediation~~expenses, are charged to expense in the period that services are rendered.

Notes to the ~~associated liability is accrued~~Consolidated Financial Statements

(Dollars in millions, except per share amounts and are reflected as a component of the cost of goods sold in the consolidated statements of operations. Other environmental costs are also charged to expense in the period incurred, unless they extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations, in which case they are capitalized and amortized.par values)

Chemours accounts for repurchases of the Company’s common stock as treasury stock using the cost method, whereby the entire cost of the acquired common stock is recorded as treasury stock. The cost of treasury stock re-issued is determined using the first-in, first-out (“FIFO”) method.

Chemours’ stock-based compensation consists of stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”) awarded to employees and non-employee directors. Stock options and PSUs are measured at their fair value on the grant date or date of modification, as applicable. RSUs are measured at the stock price on the grant date or date of modification, as applicable. The Company recognizes compensation expense on a straight-line basis over the requisite service and/or performance period, as applicable. Forfeitures of awards are accounted as a reduction in stock-based compensation expense in the period such awards are forfeited.

In the ordinary course of business, Chemours enters into contractual arrangements ~~(i.e., derivatives)~~ to reduce its exposure to foreign currency and interest rate risks. The Company has established a ~~derivative program to be utilized for~~ financial risk management program, which currently includes ~~the following~~four distinct risk management ~~strategies:~~instruments: (i) foreign currency forward contracts, which are used to minimize the volatility in the Company’s earnings related to foreign exchange gains and losses resulting from ~~the remeasurement of~~remeasuring its monetary assets and liabilities that are denominated in non-functional currencies; (ii) foreign currency forward contracts, which are used to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of the Company’s international subsidiaries that use the euro as their functional currency; (iii) interest rate swaps, which are used to mitigate the volatility in the Company’s cash payments for interest due to fluctuations in LIBOR, as is applicable to the portion of the Company’s senior secured term loan facility denominated in U.S. dollars; and, ~~(iii)~~(iv) euro-denominated debt, which is used to reduce the volatility in stockholders’ equity ~~resulting from~~caused by changes in foreign currency exchange rates of the euro with respect to the U.S. dollar for certain of ~~the Company’s~~its international subsidiaries that use the euro as their functional currency. The Company’s ~~derivative~~financial risk management program reflects varying levels of exposure coverage and time horizons based on an assessment of risk. The ~~derivative~~ program operates within Chemours’ financial risk management policies and guidelines, and the Company does not enter into derivative financial instruments for trading or speculative purposes.

The Company’s foreign currency forward contracts that are used as a net monetary assets and liabilities hedge are not part of a cash flow hedge program or a fair value hedge program, and have not been designated as a hedge. For these instruments, ~~any~~all gains and losses resulting from the revaluation of derivative assets and liabilities are recognized in other income (expense), net in the consolidated statements of operations during the period in which they ~~occurred,~~occur, and any such gains or losses are intended to be offset by any gains or losses on the underlying asset or liability. For the Company’s foreign currency forward contracts that have been designated under a cash flow hedge program, ~~any~~all gains and losses resulting from the revaluation of the derivative ~~assets and liabilities~~instruments are recognized as a component of accumulated other comprehensive loss on the consolidated balance sheets during the period in which they ~~occurred,~~occur, and are reclassified to the cost of goods sold in the consolidated statements of operations during the period in which the underlying transactions affect earnings, or when it becomes probable that the forecasted transactions will not ~~occur. Changes due~~occur. For the Company’s interest rate swaps that have been designated under a cash flow hedge program, all gains and losses resulting from the revaluation of the derivative instruments are recognized as a component of accumulated other comprehensive loss on the consolidated balance sheets during the period in which they occur, and are reclassified to ~~remeasurement~~interest expense, net in the consolidated statements of operations during the period in which the underlying transaction affects earnings. For the Company’s euro-denominated debt instruments, which are designated as a net investment hedge, changes due to remeasurement are included in accumulated other comprehensive loss on the consolidated balance sheets. Chemours’ uses the spot method to evaluate the effectiveness of its net investment hedge.

~~Derivative assets and liabilities~~Financial instruments are reported on a gross basis on the consolidated balance sheets.

Chemours identifies its separate and distinct foreign entities and groups them into two categories: (i) extensions of the parent (U.S. dollar functional currency); and, (ii) self-contained (local functional currency). If a foreign entity does not align with either category, factors are evaluated, and a judgment is made to determine the functional currency. Chemours changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances clearly indicate that the functional currency has changed.

During the periods covered by the consolidated financial statements, part of Chemours’ business operated within foreign entities. For foreign entities where the U.S. dollar is the functional currency, all foreign currency-denominated asset and liability amounts are remeasured into U.S. dollars at end-of-period exchange rates, with the exception of inventories, prepaid expenses, property, plant, and equipment, goodwill, and other intangible assets. These aforementioned assets are remeasured at historical exchange rates. Foreign currency-denominated revenue and expense amounts are measured at exchange rates in effect during the period, with the exception of expenses related to any balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in other income (expense), net in the consolidated statements of operations in the period in which they occurred.

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into U.S. dollars at end-of-period exchange rates, and the resulting translation adjustments are reported as a component of accumulated other comprehensive loss on the consolidated balance sheets. Assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency prior to translation into U.S. dollars, and the resulting exchange gains or losses are included in other income (expense), net in the consolidated statements of operations in the period in which they occurred. Revenues and expenses are translated into U.S. dollars at average exchange rates in effect during the period.

~~Due to local regulations outside of the U.S.,~~ Chemours has defined benefit plans covering certain of its ~~employees.~~employees outside of the U.S. The benefits of these plans, which primarily relate to pension, are accrued over the employees’ service periods. The Company uses actuarial methods and assumptions in the valuation of its defined benefit obligations and the determination of any net periodic pension income or expense. Any differences between actual and expected results, or changes in the value of defined benefit obligations and plan assets, if any, are not recognized in earnings as they occur. Rather, they are systematically recognized over subsequent periods.

Fair value is defined as the exit price, the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Under the accounting for fair value measurements and disclosures, a fair value hierarchy was established to prioritize the valuation inputs used to measure fair value. The hierarchy gives highest priority to unadjusted, quoted prices in active markets for identical assets and liabilities (i.e., Level 1 measurements) and lowest priority to unobservable inputs (i.e., Level 3 measurements). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Chemours applies the following valuation hierarchy in measuring the fair values of its assets and liabilities:

~~Level 1 – Quoted prices in active markets for identical assets and liabilities;~~

Level 2 – Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs); and,

~~Level 3 – Unobservable inputs for the asset or liability, which are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.~~

~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ (“ASU No. 2016-13”). The amendments in this update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash, which, for the Company, primarily consists of accounts and notes receivable, net. ASU No. 2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company does not expect the impact of adopting this guidance to be material to its financial position, results of operations, and cash flows.

~~Leases~~The Company classifies long-lived assets or disposal groups as held for sale in the period when the following held for sale criteria are met: (i) the Company commits to a plan to sell; (ii) the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale is probable within one year; (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. The Company ceases depreciation, amortization, and interest for a disposal group upon it being classified as held for sale.

In ~~February 2016,~~March 2020, the FASB issued ASU No. ~~2016-02,~~2020-04, ~~Leases~~Reference Rate Reform (Topic ~~842)~~848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. ~~2016-02”~~2020-04”)~~, which supersedes~~. The amendments in this update provide optional guidance for a limited period of time to ease the ~~leases requirements in Topic 840. The core principle of~~potential burden associated with accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. ASU No. ~~2016-02~~2020-04 is ~~that a lessee should recognize on the balance sheet the lease assets and lease liabilities that arise from all lease arrangements with terms greater than~~effective March 12, ~~months. Recognition of these lease assets and lease liabilities represents a change from previous GAAP, which did not require lease assets and lease liabilities to be recognized for operating leases.~~

The Company adopted ASU No. 2016-02 on January 1, 2019 using the modified retrospective transition method, which did not require the Company to adjust comparative periods. Operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant, and equipment, net, short-term and current maturities of long-term debt, and long-term debt, net, on the consolidated balance sheets. The Company’s lease assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of future lease payments. The Company’s incremental borrowing rate, which is based on information available at the adoption date for existing leases and the commencement date for leases commencing after the adoption date, is used to determine the present value of lease payments.

The most significant impact of the Company’s adoption of ASU No. 2016-02 was the recognition of $333 of operating lease right-of-use assets and $349 of operating lease liabilities on its consolidated balance sheets at January 1, 2019. Operating lease right-of-use assets were reduced by $16 due to a tenant improvement allowance on a lease of office space. The Company’s adoption of ASU No. 2016-02 did not have any impact to the Company’s consolidated statements of operations, or its consolidated statements of cash flows. Further, there was no impact on the Company’s covenant compliance under its current debt agreements as a result of the adoption of ASU No. 2016-02.

The Company elected the package of practical expedients included in this guidance, which allowed it to not reassess: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and, (iii) the initial direct costs for existing leases. The Company combines lease components with non-lease components for all classes of assets, except for certain manufacturing facilities. The Company also elected the practical expedient to not assess whether existing or expired land easements contain a lease.

2020 through December 31, 2022. The Company does not ~~recognize short-term leases on its consolidated balance sheets, and will recognize those lease payments in~~expect the ~~consolidated statements~~impacts of ~~operations on a straight-line basis over the lease term.~~ Certain leases contain variable payments which are based on usage or operating costs, such as utilities and maintenance. These payments are not included in the measurement of the right-of-use asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. ~~Leases with the options to extend their term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options.~~

~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~

~~In August 2018, the FASB issued~~adopting ASU No. ~~2018-15,~~ ~~Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ (“ASU No. 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred2020-04 to develop or obtain internal-use software. Pursuant to the amendments, the Company, when acting as a customer to a cloud computing arrangement that is a service contract, is required to follow the guidance in Subtopic 350-40 to determine the implementation costs to capitalize as an asset related to the service contract and the costs to expense. Upon adoption, the Company had the option to elect whether it applies the amendments under ASU No. 2018-15 retrospectively, or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU No. 2018-15 on January 1, 2019 using the prospective adoption method, the effect of which, was notbe material to its financial position, results of operations orand cash ~~flows~~flows.

Accounting for ~~the year ended December 31, 2019.~~Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, ~~Changes~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to ~~Disclosure Requirements~~be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for ~~Defined Benefit Plans~~fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements.

In ~~August 2018,~~November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance (“ASU No. 2021-10”), which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance will be effective for fiscal years beginning after December 15, 2021 with early adoption permitted. The Company is currently evaluating the impacts the adoption of this standard will have on its consolidated financial statements.

In December 2019, the FASB issued ASU No. ~~2018-14,~~ 2019-12, ~~Compensation –Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20)~~Income Taxes (Topic 740): ~~Disclosure Framework – Changes~~Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”). The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the ~~Disclosure Requirements for Defined Benefit Plans~~ ~~(“ASU No. 2018-14”). This update removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements~~general principles in Topic 740, as well as improve consistency of ~~certain disclosures,~~application by clarifying and ~~adds new disclosure requirements that are considered relevant for employers that sponsor defined benefit pension or other postretirement plans.~~amending existing guidance. The Company adopted ASU No. ~~2018-14~~2019-12 on ~~December 31, 2019 using retrospective application,~~January 1, 2021, the effect of which was not material toon its financial ~~statement disclosures.~~position, results of operations, and cash flows.

On December 22, 2021, the Company entered into an agreement to sell land related to the Beaumont former operating site for cash consideration of approximately $17 (the “Beaumont Transaction”). There were 0 material assets or liabilities classified as held for sale at December 31, 2021. This sale will be recorded as part of the Company’s Chemical Solutions segment. The Beaumont Transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including regulatory approvals.

On July 26, 2021, the Company entered into a definitive agreement with Manchester Acquisition Sub LLC, a Delaware limited liability company and a subsidiary of Draslovka Holding a.s., to sell the Mining Solutions business of its Chemical Solutions segment for cash consideration of approximately $520 (the “Mining Solutions Transaction”). The Company completed the sale on December 1, 2021 and received net cash proceeds of $508, net of $13 cash divested. Upon completion of the sale, the Company also recorded a net pre-tax gain on sale of $112 in other income (expense), net in the consolidated statements of operations, inclusive of $21 of transaction costs. The sale of the Mining Solutions business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results. Accordingly, the disposal group is not classified as a discontinued operation.

In December 2019, the Company entered into an asset purchase agreement with Belle Chemical Company (“Belle”), a subsidiary of Cornerstone Chemical Company, whereby Belle agreed to acquire the Methylamines and Methylamides business of Chemours’ Chemical Solutions segment for a negligible purchase price, subject to customary working capital and other adjustments, but not to exceed a loss on sale of $2. The Company completed the sale and, in December 2019, subsequent to working capital adjustments, received cash proceeds of $2. Prior to the completion of the sale, in the second half of 2019, the Company recorded accelerated depreciation of $34, which was recorded as a component of restructuring, asset-related, and other charges in the consolidated statements of operations. Upon completion of the sale, the Company also recorded an additional pre-tax loss on sale of $2, net of a benefit from working capital adjustments, in other ~~expense,~~income (expense), net in the consolidated statements of operations.

In September 2019, the Company sold its Oakley, California site to a third party for $7, of which $4 was received at closing. Receipt of the remaining $3 of proceeds was contingent upon the completion of certain environmental remediation activities at the site; these environmental remediation activities were completed, and the associated proceeds were received, in 2020. In connection with the sale, Chemours retained $10 in existing environmental remediation liabilities. $3 and $4 of environmental remediation liabilities remained on the Company’s consolidated balance sheets at December 31, 2021 and 2020, respectively. The Company recognized a $6 gain on the sale, inclusive of the aforementioned $3 of proceeds received in 2020. The remaining portion of the gain previously deferred was recognized in 2020 upon the Company’s completion of certain environmental remediation activities at the site.

In August 2019, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Membership Interest Purchase Agreement to acquire all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), for an estimated total consideration of approximately $25, which included customary working capital and other adjustments made within a specified time period. SIM iswas a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida. SIM mines and processes titanium and zirconium mineral sands, and this acquisition ~~expands~~expanded Chemours’ flexibility and scalability to internally source ore in the Company’s Titanium Technologies segment. The aggregate purchase price of $25 included an upfront payment of $10, an additional installment payment of $10, and contingent considerations with an estimated fair value of $5. The additional installment payment of $10 was made during the third quarter of 2020. The Company accounted for the acquisition of SIM as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values.

The purchase consideration ~~has been~~was primarily assigned to the property, plant, and equipment of the acquired business, and there iswas 0 goodwill associated with the transaction. These amounts were subject to further adjustment during the applicable measurement period as additional information was obtained, including the finalization of a third-party appraisal. The Company completed its assessment during the fourth quarter of 2019, and no subsequent adjustments were made to these amounts.

The Company’s consolidated financial statements include SIM’s results of operations from August 1, 2019, the date of ~~acquisition, through December 31, 2019.~~acquisition. Net sales and net income (loss) attributable to Chemours contributed by SIM during this period were not material to the Company’s or its Titanium Technologies segment’s results of operations. Acquisition-related expenses amounted to less than $1 for the year ended December 31, 2019 and are included as a component of selling, general, and administrative expense in the consolidated statements of operations.

In April 2018, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Stock Purchase Agreement (“SPA”) to acquire all of the outstanding stock of ICOR International, Inc. (“ICOR”), a closely-held private company that produces, sells, and distributes replacement refrigerant gases for use in commercial, industrial, and automotive refrigerant applications. Pursuant to the terms of the SPA, the Company paid $37 in total consideration at closing in the all-cash acquisition, which included customary working capital and other adjustments made within a specified time period. The acquisition of ICOR complements the Company’s existing portfolio of product offerings within the Fluoroproducts segment, as well as provides the Company with access to ICOR’s established customer base and assembled workforce.

The Company accounted for the acquisition of ICOR as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill within the Fluoroproducts segment, which represents the expected future benefits arising from the assembled workforce and other synergies to be realized from the acquisition of ICOR. The Company elected to treat the acquisition of ICOR as an asset acquisition under the Internal Revenue Code, and as such, expects that all of the related goodwill will be deductible for federal income tax purposes.

~~The following table sets forth the Company’s fair value estimates of the assets acquired and liabilities assumed in the acquisition of ICOR, which were finalized during the fourth quarter of 2018.~~

The fair value of ICOR’s customer relationships was determined using the excess earnings method, which is a discounted cash flows approach. This method takes into account significant unobservable inputs and is a Level 3 fair value measurement within the fair value hierarchy. The use of this valuation methodology requires management to make various assumptions, including, but not limited to, assumptions about future profitability, cash flows, and discount rates applicable to the acquired business and, where applicable, market participants. These assumptions are based on management’s best estimates and include considerations related to management’s knowledge and experience, historical trends, general economic conditions, and other situational factors.

The Company’s consolidated financial statements include ICOR’s results of operations from April 2, 2018, the date of acquisition, through December 31, 2018, as well as the year ended December 31, 2019. Net sales and net income (loss) attributable to Chemours contributed by ICOR during these periods were not material to the Company’s or its Fluoroproducts segment’s results of operations. Acquisition-related expenses amounted to less than $1 at December 31, 2018, and are included as a component of selling, general, and administrative expense in the consolidated statements of operations.

In March 2016, the Company entered into an agreement to sell a 210-acre plot of land that formerly housed a DuPont manufacturing site located in Linden, New Jersey. The land was assigned to Chemours in connection with its separation from DuPont, and the Company completed the sale in March 2018 for a gain of $42 and net cash proceeds of $39. As part of the sales agreement, the buyer agreed to assume certain costs associated with ongoing environmental remediation activities at the site amounting to $3, which have been reflected as a component of prepaid expenses and other on the consolidated balance sheets. Chemours remains responsible for certain other ongoing environmental remediation activities at the site, which were previously accrued as a component of other liabilities on the consolidated balance sheets.

The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment and product group for the years ended December 31, ~~2019~~2021, 2020, and ~~2018.~~2019.

	Year Ended December 31,				Year Ended December 31,
	2019		2018		2021		2020		2019
Net sales by geographic region (1)
North America:
Fluoroproducts	$	1,104	$	1,143
Titanium Technologies					$	1,019	$	776	$	727
Thermal & Specialized Solutions						635		520		592
Advanced Performance Materials						494		407		512
Chemical Solutions		313		341		169		211		313
Titanium Technologies		727		894
Total North America		2,144		2,378		2,317		1,914		2,144
Asia Pacific:
Fluoroproducts		673		675
Titanium Technologies						1,049		778		809
Thermal & Specialized Solutions						160		134		166
Advanced Performance Materials						595		450		507
Chemical Solutions		61		81		23		22		61
Titanium Technologies		809		964
Total Asia Pacific		1,543		1,720		1,827		1,384		1,543
Europe, the Middle East, and Africa:
Fluoroproducts		666		825
Titanium Technologies						829		528		474
Thermal & Specialized Solutions						313		331		408
Advanced Performance Materials						254		202		258
Chemical Solutions		23		18		16		25		23
Titanium Technologies		474		842
Total Europe, the Middle East, and Africa		1,163		1,685		1,412		1,086		1,163
Latin America (2):
Fluoroproducts		205		219
Titanium Technologies						458		320		335
Thermal & Specialized Solutions						149		120		152
Advanced Performance Materials						54		45		53
Chemical Solutions		136		162		128		100		136
Titanium Technologies		335		474
Total Latin America		676		855		789		585		676
Total net sales	$	5,526	$	6,638	$	6,345	$	4,969	$	5,526

Net sales by segment and product group
Fluoroproducts:
Fluorochemicals	$	1,318	$	1,497
Fluoropolymers		1,330		1,365
Titanium Technologies:
Titanium dioxide and other minerals					$	3,355	$	2,402	$	2,345
Thermal & Specialized Solutions:
Refrigerants						973		889		1,086
Foam, propellants, and other						284		216		232
Advanced Performance Materials:
Fluoropolymers and advanced materials						1,397		1,104		1,330
Chemical Solutions:
Mining solutions		268		289		237		203		268
Performance chemicals and intermediates		265		313		99		155		265
Titanium Technologies:
Titanium dioxide and other minerals		2,345		3,174
Total net sales	$	5,526	$	6,638	$	6,345	$	4,969	$	5,526

Substantially all of the Company’s net sales are derived from goods and services transferred at a point in time.

The Company’s net sales from trademark licensing royalties were not significant for the years ended December 31, 2021, 2020, and 2019.

The Company’s assets and liabilities from contracts with customers constitute accounts receivable - trade, deferred revenue, and customer rebates. An amount for accounts receivable - trade is recorded when the right to consideration under a contract becomes unconditional. An amount for deferred revenue is recorded when consideration is received prior to the conclusion that a contract exists, or when a customer transfers consideration prior to the Company satisfying its performance obligations under a contract. Customer rebates represent an expected refund liability to a customer based on a contract. In contracts with customers where a rebate is offered, it is generally applied retroactively based on the achievement of a certain sales threshold. As revenue is recognized, the Company estimates whether or not the sales threshold will be achieved to determine the amount of variable consideration to include in the transaction price.

The following table sets forth the Company’s contract balances from contracts with customers at December 31, ~~2019~~2021 and ~~2018.~~2020.

~~The Company’s deferred revenue balances at December 31, 2019 and 2018 were not significant. Additionally, changes~~Changes in the Company’s deferred revenue balances resulting from additions for advance payments and deductions for amounts recognized in net sales during the years ended December 31, ~~2019~~2021 and ~~2018,~~2020 were not significant. For the years ended December 31, ~~2019~~2021 and ~~2018,~~2020, the amount of ~~revenue~~net sales recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not significant.

~~There were 0~~Contract ~~other contract~~ asset balances or capitalized costs associated with obtaining or fulfilling customer contracts atwere not significant as of December 31, ~~2019~~2021 and ~~2018.~~2020.

Certain of the Company’s ~~MSA~~MSAs or other arrangements contain take-or-pay clauses, whereby customers are required to purchase a fixed minimum quantity of product during a specified period, or pay the Company for such orders, even if not requested by the customer. The Company considers these take-or-pay clauses to be an enforceable contract, and as such, the legally-enforceable minimum amounts under such an arrangement are considered to be outstanding performance obligations on contracts with an original expected duration greater than one year. At December 31, ~~2019 and 2018,~~2021, Chemours had ~~$83 and $119~~$5 of remaining performance ~~obligations, respectively.~~obligations. The Company expects to recognize approximately ~~69%~~92% of its remaining performance obligations as revenue in ~~2020, an approximate additional 16%~~2022 and approximately 8% as revenue in ~~2021, and the balance thereafter.~~2023. The Company applies the allowable practical expedient and does not include remaining performance obligations that have original expected durations of one year or less, or amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. Amounts for contract renewals that are not yet exercised by December 31, ~~2019 and 2018~~2021 are also excluded.

The following table sets forth the Company’s R&D expense by segment for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the components of the Company’s restructuring, asset-related, and other charges ~~by category~~ for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~

~~The following table sets forth the impacts of the Company’s restructuring programs to segment earnings for the years ended December 31, 2019, 2018, and 2017.~~

Year Ended December 31,

2019

2018

2017

Restructuring and other charges:

Plant and product line closures:

Fluoroproducts

$
—

$
—

$
3

Chemical Solutions

2

4

17

Titanium Technologies

—

—

4

Corporate and Other

18

9

—

Total plant and product line closures

20

13

24

2017 Restructuring Program:

Fluoroproducts

2

9

—

Chemical Solutions

—

2

—

Titanium Technologies

1

1

—

Corporate and Other

—

15

32

Total 2017 Restructuring Program

3

27

32

2018 Restructuring Program:

Corporate and Other

(1
)

5

—

Total 2018 Restructuring Program

(1
)

5

—

2019 Restructuring Program:

Fluoroproducts

7

—

—

Chemical Solutions

1

—

—

Titanium Technologies

5

—

—

Corporate and Other

9

—

—

Total 2019 Restructuring Program

22

—

—

Total restructuring and other charges

44

45

56

Asset-related charges:

Chemical Solutions

34

4

—

Titanium Technologies

9

—

—

Corporate and Other

—

—

1

Total asset-related charges

43

4

1

Total restructuring, asset-related, and other charges

$
87

$
49

$
57

~~In August 2015, in an effort to improve~~The following table sets forth the ~~profitability~~impacts of the Company’s ~~Fluoroproducts~~restructuring programs to segment ~~management approved~~earnings for the ~~closure of certain production lines in the segment’s U.S. manufacturing plants. For the year~~years ended December 31, ~~2017, the~~2021, 2020, and 2019.

	Year Ended December 31,
	2021			2020			2019
Restructuring charges:
Plant and product line closures:
Chemical Solutions	$	13		$	4		$	2
Corporate and Other		0			1			18
Total plant and product line closures		13			5			20
2017 Restructuring Program:
Titanium Technologies		0			0			1
Thermal & Specialized Solutions		0			0			1
Advanced Performance Materials		0			0			1
Corporate and Other		0			(1	)		0
Total 2017 Restructuring Program		0			(1	)		3
2018 Restructuring Program:
Corporate and Other		0			0			(1	)
Total 2018 Restructuring Program		0			0			(1	)
2019 Restructuring Program:
Titanium Technologies		0			0			5
Thermal & Specialized Solutions		0			1			3
Advanced Performance Materials		0			2			4
Chemical Solutions		0			0			1
Corporate and Other		0			0			9
Total 2019 Restructuring Program		0			3			22
2020 Restructuring Program:
Titanium Technologies		0			3			0
Thermal & Specialized Solutions		0			1			0
Advanced Performance Materials		(1	)		3			0
Chemical Solutions		0			1			0
Corporate and Other		0			5			0
Total 2020 Restructuring Program		(1	)		13			0
Total restructuring charges		12			20			44
Asset-related charges:
Titanium Technologies		0			0			9
Advanced Performance Materials		0			10			0
Chemical Solutions		0			8			34
Corporate and Other		0			4			0
Total asset-related charges		0			22			43
Other charges:
Titanium Technologies		0			1			0
Advanced Performance Materials		1			0			0
Chemical Solutions		(7	)		37			0
Total other charges		(6	)		38			0
Total restructuring, asset-related, and other charges	$	6		$	80		$	87

The Chemours Company ~~recorded additional decommissioning and dismantling-related charges of $3 for certain of these production lines. At December 31, 2017, the Company had substantially completed all actions related~~

Notes to the ~~restructuring activities for certain of its production lines, which amounted to $17~~Consolidated Financial Statements

(Dollars in ~~the aggregate, excluding asset-related charges.~~ millions, except per share amounts and par values)

In connection with the ~~fourth quarter of 2015,~~construction work at the Mining Solutions facility in Gomez Palacio, Durango, Mexico, the Company ~~announced its completion~~had previously entered into an agreement with a third-party services provider. In 2020, the Company entered into dispute resolution with the third-party services provider, resulting in a $26 charge related to probable contract termination fees, as well as immediate recognition of $11 of other related prepaid costs for a total of $37 in Other Charges. During 2021, the Company and the third-party services provider reached an agreement to terminate the contractual relationship resulting in a payment of $26 for the aforementioned contract termination fees and, in exchange, the Company received title to approximately $22 of assets classified as construction-in-process, of which only approximately $9 were expected to be used by the Company when construction resumed. Accordingly, approximately $13 was recognized in impairment charges in 2021, offset by $22 of the ~~strategic review of its Reactive Metals Solutions (“RMS”) business and the decision to stop production at its Niagara Falls, New York manufacturing plant. The Company~~liability recorded ~~additional decommissioning and dismantling-related charges of $2, $4, and $17 for the years ended December 31, 2019, 2018, and 2017, respectively. The Company expects to incur approximately $5~~ in ~~additional restructuring charges for similar activities through 2021. As of December 31, 2019, the Company incurred,~~2020 being reversed in ~~the aggregate, $37~~2021, resulting in ~~restructuring charges related to these activities, excluding asset-related charges.~~

~~In the third quarter of 2019,~~a net $9 gain in an effort to improve the profitability of the Company’s Chemical Solutions segment, the Company announced plans to exit its Methylamines and Methylamides business at its Belle, West Virginia manufacturing plant, which culminated in the completed exit and sale of the business in the fourth quarter of 2019. As a result, forOther Charges. Additionally, during the year ended December 31, ~~2019,~~2021, the Company ~~recorded accelerated depreciation~~incurred $2 of ~~$34. We do not expect to incur additional~~freight charges ~~related to the exit~~associated with transportation of the ~~Methylamines~~impaired assets. In December 2021, the assets at the Mining Solutions facility in Gomez Palacio, Durango, Mexico were sold as part of the Mining Solutions Transaction.

Plant and ~~Methylamides business. Refer to “Note 4 – Acquisitions~~Product Line Closures and ~~Divestitures” for further details.~~Asset-related Charges

~~In August 2015, the Company announced the closure of its Edge Moor, Delaware manufacturing plant. The Edge Moor plant produced TiO~~₂ pigment for use in the paper industry and certain other applications where demand had steadily declined, resulting in under-used capacity at the plant. In addition, the Company permanently closed 1 under-used TiO₂ pigment production line at its New Johnsonville, Tennessee plant. The Company stopped production at its Edge Moor plant in September 2015, and immediately began decommissioning the plant. For the year ended December 31, 2017, the Company recorded additional decommissioning and dismantling-related charges of $4. The Company completed these activities in 2017, which amounted to $60 in the aggregate, excluding asset-related charges. The Company sold the land where the plant was located for $10 in the first quarter of 2017.

In December 2019, in an effort to improve the profitability of the Company’s Titanium Technologies segment, management approved the discontinuation of the titanium tetrachloride production line at the Company’s New Johnsonville, Tennessee site. For the year ended December 31, 2019, the Company recorded accelerated depreciation of $9. The Company does not expect to incur material decommissioning and dismantling-related charges related to the discontinuation of this production line.

In the year ended December 31, 2020, in connection with various property, plant, and equipment and other asset impairments, the Company recorded asset-related charges of $10.

In 2015, the Company announced its completion of the strategic review of its Reactive Metals Solutions business and the decision to stop production at its Niagara Falls, New York manufacturing plant. Following the closure of the facility, the Company incurred decommissioning and dismantling-related charges of $2, $2, and $2 for the years ended December 31, 2021, 2020, and 2019, respectively. The Company expects to incur and spend approximately $1 related to additional restructuring charges for similar activities by the end of 2022, all of which relate to Chemical Solutions. Through December 31, 2021, the Company has incurred, in the aggregate, $42 in restructuring charges related to these activities, excluding asset-related charges.

In 2019, in an effort to improve the profitability of the Company’s Chemical Solutions segment, the Company announced plans to exit its Methylamines and Methylamides business at its Belle, West Virginia manufacturing plant, which culminated in the completed exit and sale of the business in December 2019. As a result, for the year ended December 31, 2019, the Company recorded accelerated depreciation of $34. The Company does not expect to incur additional charges related to the exit of the Methylamines and Methylamides business. Refer to “Note 4 – Acquisitions and Divestitures” for further details.

In 2020, the Company completed a business review of its Aniline business. It was determined that the Aniline business was not core to the Company’s future strategy, and production ceased at the Pascagoula, Mississippi manufacturing plant in the fourth quarter of 2020. As a result, during the year ended December 31, 2020, the Company recorded asset-related charges of $10, which are primarily comprised of $6 for property, plant, and equipment and other asset impairments, as well as $4 for environmental remediation liabilities to be paid over a period of approximately 16 years. The Company also recorded employee separation-related liabilities of $2. In conjunction with this decision, approximately 20 employees separated from the Company through the end of 2021 with approximately 15 additional employees separating from the Company during the first quarter of 2022. At December 31, 2021, $1 remained as an employee separation-related liability, and the remaining severance payments are expected to be made by the first quarter of 2022. Furthermore, the Company recorded decommissioning and dismantling-related charges of $12 for the year ended December 31, 2021. The future net cash outflows associated with these exit costs are not expected to be material.

In 2018, the Company began a project to demolish and remove several dormant, unused buildings at its Chambers Works site in Deepwater, New Jersey, which were assigned to Chemours in connection with its ~~separation~~Separation from ~~DuPont~~EID and never used in Chemours’ operations. For the years ended December 31, ~~2019~~2020 and ~~2018,~~2019, the Company incurred ~~$18~~$1 and ~~$9,~~$18, respectively, in additional decommissioning and dismantling-related charges associated with these efforts. ~~The Company expects to incur approximately $6 in additional restructuring charges related to its Chambers Works site through the end of 2021. As of~~Through December 31, ~~2019,~~2021, the Company has incurred, in the aggregate, ~~$27~~$28 in restructuring charges related to these activities. The Company does not currently expect to incur additional charges related to these activities at its Chambers Works site, and any remaining future charges and cash outflows associated with these activities are not expected to be material.

In 2017, the Company announced certain restructuring activities designed to further the cost savings and productivity improvements outlined under management’s transformation plan. These activities include, among other efforts: (i) outsourcing and further centralizing certain business process activities; (ii) consolidating existing, outsourced third-party information technology (“IT”) providers; and, (iii) implementing various upgrades to the Company’s current IT infrastructure. In connection with these corporate function efforts, the Company recorded $3 ~~$18, and $14~~ in restructuring-related charges for ~~years~~year ended December 31, ~~2019, 2018, and 2017, respectively.~~2019.

In 2017, the Company also announced a voluntary separation program (“VSP”) for certain eligible U.S. employees in an effort to better manage the anticipated future changes to its workforce. Employees who volunteered for and were accepted under the VSP ~~were entitled to receive~~received certain financial incentives above the Company’s customary involuntary termination benefits to end their employment with Chemours after providing a mutually agreed-upon service period. Approximately 300 employees separated from the Company through the end of 2018. An accrual representing the majority of these termination benefits, amounting to $18, was recognized in the fourth quarter of 2017. The remaining $9 of incremental, one-time financial incentives under the VSP were recognized over the period that each participating employee continued to provide service to Chemours.

The ~~Company recorded charges of $3, $27, and $32 for the years ended December 31, 2019, 2018, and 2017, respectively, for its 2017 program. The~~ cumulative amount incurred, in the aggregate, for the Company’s 2017 ~~program~~Restructuring Program amounted to ~~$62~~$61 at December 31, ~~2019.~~2021. The Company has substantially completed all actions related to this program.

In ~~the fourth quarter of~~ 2018, management initiated a restructuring program of the Company’s corporate functions and recorded the related estimated severance costs of $5. The Company has substantially completed all actions related to this program.

In ~~the third quarter of~~ 2019, management initiated a severance program of the Company’s corporate functions and ~~businesses. For~~businesses, and the ~~year ended December 31, 2019, the Company recorded the related estimated severance costs of $22, which it believes to be substantially complete for this program. The~~ majority of employees separated from the Company during the fourth quarter of 2019. For the years ended December 31, 2020 and 2019, the Company recorded charges for its 2019 Restructuring Program of $3 and $22, respectively. Through December 31, 2021, the cumulative amount incurred for the Company’s 2019 Restructuring Program amounted to $25. The Company has substantially completed all actions related to this program.

In 2020, management initiated a severance program that was largely attributable to further aligning the cost structure of the Company’s businesses and corporate functions with its strategic and financial objectives. Through December 31, 2021, the cumulative amount incurred for the Company’s 2020 Restructuring Program amounted to $12 and the ~~majority of~~Company has substantially completed all actions related to this program.

Notes to the ~~associated payments will be made by the end of 2020.~~Consolidated Financial Statements

The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

Chemical
Solutions Site
Closures

Titanium
Technologies
Site Closures

2015 Global
Restructuring
Program

2017
Restructuring
Program

2018
Restructuring
Program

2019 Restructuring Program

Total

Balance at January 1, 2018

$
2

$
1

$
1

$
23

$
—

$
—

$
27

Charges to income

—

—

—

9

5

—

14

Payments

(2
)

(1
)

—

(22
)

—

—

(25
)
Balance at December 31, 2018

—

—

1

10

5

—

16

(Credits) charges to income

—

—

(1
)

—

(1
)

22

20

Payments

—

—

—

(9
)

(4
)

(8
)

(21
)
Balance at December 31, 2019

$
—

$
—

$
—

$
1

$
—

$
14

$
15

	Chemical Solutions Site Closures			2017 Restructuring Program			2019 Restructuring Program			2020 Restructuring Program			Total
Balance at January 1, 2020	$	0		$	1		$	14		$	0		$	15
Charges (credits) to income		2			(1	)		3			13			17
Payments		0			0			(15	)		(10	)		(25	)
Balance at December 31, 2020		2			0			2			3			7
Credits to income		(1	)		0			0			(1	)		(2	)
Payments		0			0			(2	)		(2	)		(4	)
Balance at December 31, 2021	$	1		$	0		$	0		$	0		$	1

At December 31, ~~2019~~2021 and ~~2018,~~2020, there were no significant outstanding liabilities related to the Company’s decommissioning and other restructuring-related charges.

The following table sets forth the components of the Company’s other income (expense), net for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the components of the Company’s provision for (benefit from) income taxes for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020.

Amounts in the table above have been reclassified for certain prior year balances. The overall impact on the table is immaterial.

The following table sets forth ~~the components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018.~~

~~The following table sets forth~~ an analysis of the Company’s effective tax rates for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

	Year Ended December 31,																		Year Ended December 31,
	2019						2018						2017						2021						2020						2019
	$			%			$			%			$			%			$			%			$			%			$			%
Statutory U.S. federal income tax rate	$	(26	)		21.0	%	$	243			21.0	%	$	319			35.0	%	$	142			21.0	%	$	38			21.0	%	$	(26	)		21.0	%
State income taxes, net of federal benefit		(7	)		5.6	%		7			0.6	%		7			0.7	%		3			0.4	%		(11	)		(6.1	)%		(7	)		5.6	%
Lower effective tax rate on international operations, net		(28	)		22.7	%		(44	)		(3.8	)%		(149	)		(16.3	)%		(19	)		(2.8	)%		(34	)		(19.0	)%		(28	)		22.7	%
Foreign-derived intangible income deduction																				(12	)		(1.8	)%		—			0	%		—			0	%
Goodwill																				10			1.5	%		—			0	%		—			0	%
Depletion		(5	)		4.0	%		(6	)		(0.5	)%		(8	)		(0.9	)%		(7	)		(1.0	)%		(6	)		(3.4	)%		(5	)		4.0	%
Exchange (gains) losses		(7	)		5.6	%		(4	)		(0.3	)%		5			0.6	%
Exchange gains																				(13	)		(1.9	)%		—			0	%		(7	)		5.6	%
Provision to return and other adjustments		(4	)		3.2	%		(9	)		(0.8	)%		6			0.6	%		(11	)		(1.6	)%		(37	)		(20.6	)%		(4	)		3.2	%
Valuation allowance		8			(6.5	)%		(15	)		(1.3	)%		(33	)		(3.6	)%		(16	)		(2.4	)%		13			7.3	%		8			(6.5	)%
Net impact of U.S. tax reform		—			—	%		(10	)		(0.9	)%		39			4.3	%
Stock-based compensation		(14	)		11.4	%		(14	)		(1.2	)%		(20	)		(2.2	)%		(4	)		(0.6	)%		—			0	%		(14	)		11.4	%
Executive compensation limitation		9			(7.3	)%		4			0.3	%		6			0.7	%		3			0.4	%		1			0.6	%		9			(7.3	)%
R&D credit		(6	)		4.8	%		(5	)		(0.4	)%		(1	)		(0.1	)%		(6	)		(0.9	)%		(7	)		(3.8	)%		(6	)		4.8	%
Uncertain tax positions		7			(5.6	)%		2			0.2	%		(6	)		(0.7	)%		(3	)		(0.4	)%		(1	)		(0.5	)%		7			(5.6	)%
Other, net		1			(0.8	)%		10			0.9	%		—			—	%		1			0.2	%		4			2.2	%		1			(0.8	)%
Total effective tax rate	$	(72	)		58.1	%	$	159			13.8	%	$	165			18.1	%	$	68			10.1	%	$	(40	)		(22.3	)%	$	(72	)		58.1	%

The following table sets forth the Company’s income (loss) before income taxes for its U.S. and international operations for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

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

At December 31, 2019, management believed that sufficient liquidity was available in the U.S. As a result, the Company is indefinitely reinvested with respect to the historical unremitted pre-2018 Earnings and Profits (“E&P”) of its foreign subsidiaries, which was approximately $440 at December 31, 2019. Management asserts that it is indefinitely reinvested with respect to ~~current year~~all undistributed earnings ~~from certain foreign subsidiaries,~~prior to 2018 and, therefore, has not recorded deferred tax liabilities with respect to those earnings. Beginning in 2018, management determined that the Company’s earnings from certain foreign subsidiaries are not indefinitely reinvested and presumed such earnings will be distributed to the U.S. At December 31, ~~2019,~~2021 and 2020, deferred tax liabilities for the foreign subsidiaries that are not indefinitely reinvested were not material to the Company’s consolidated financial statements. At December 31, 2021, the amount of indefinitely reinvested unremitted earnings was approximately $602. The potential tax implications of the repatriation of unremitted earnings are driven by the facts at the time of distribution; however, due to U.S. tax reform and the U.S. Transition Tax, the incremental cost to repatriate earnings is expected to be primarily related to withholding taxes and is not expected to be ~~material if a distribution is made in the future as there are minimal foreign withholding taxes in the applicable foreign jurisdictions.~~

For the year ended December 31, ~~2019,~~2021, the Company recorded $5$1 of valuation allowance on certain foreign tax credits. For the year ended December 31, 2020, the Company recorded $12 of valuation allowance on certain foreign subsidiary ~~earnings~~net deferred tax assets and $3$2 of valuation allowance on certain foreign tax credits.

In connection with the classification of assets held for sale during the third quarter of 2021 related to the sale of the Mining Solutions Business on December 1, 2021, the Company recorded an income tax benefit of $16 related to the release of a valuation allowance on the deferred tax assets of one of its Mexican subsidiaries. The Company has evaluated all available positive and negative evidence, including the impact of the sale of the Mining Solutions business, as well as the future projections of profitability for the entity post sale. As a result, the Company determined that all of its deferred tax assets related to the Mexican subsidiary are more likely than not to be realized and accordingly reversed the valuation allowance against those deferred tax assets.

Under the tax laws of various jurisdictions in which the Company operates, deductions or credits that cannot be fully utilized for tax purposes during the current year may be carried forward or back, subject to statutory limitations, to reduce taxable income or taxes payable in future or prior years. At December 31, ~~2019,~~2021, the Company’s U.S ~~federal and~~ state tax losses amounted to ~~$13,~~$4, which substantially expire between 2036 and ~~2038.~~2039. The Company ~~also had U.S.~~has foreign ~~tax credit carryforwards~~net operating losses of ~~$18,~~$12, which expire inbetween 2026 and ~~$24 in R&D~~2031, and $8 of certain foreign tax credits, which expire between ~~2035~~2025 and ~~2039. Lastly, the Company had foreign net operating losses of $3, which expire between 2026 and 2029.~~2031.

Each year, Chemours and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and non-U.S. jurisdictions.

The following table sets forth the Company’s significant jurisdictions’ tax returns that are subject to examination by their respective taxing authorities for the open years listed.

Positions challenged by the taxing authorities may be settled or appealed by Chemours and/or ~~DuPont~~EID in accordance with the tax matters agreement. As a result, income tax uncertainties are recognized in the Company’s consolidated financial statements in accordance with accounting for income taxes, when applicable.

The following table sets forth the change in the Company’s unrecognized tax benefits for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

~~The following table sets forth a rollforward of the Company’s deferred tax asset valuation allowance for the years ended December 31, 2019, 2018, and 2017.~~

The following table sets forth a rollforward of the Company’s deferred tax asset valuation allowance for the years ended December 31, 2021, 2020, and 2019.

The following table sets forth the reconciliations of the numerators and denominators ~~for~~of the Company’s basic and diluted earnings per share calculations for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the average number of stock options that were anti-dilutive and, therefore, were not included in the Company’s diluted earnings per share calculations for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the components of the Company’s accounts and notes receivable, net at December 31, ~~2019~~2021 and ~~2018.~~2020.

Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to $2, $3 and less than $1 for the years ended December 31, 2021, 2020 and 2019, ~~and 2018, and $1 for the year ended December 31, 2017.~~respectively.

The following table sets forth the components of the Company’s inventories at December 31, ~~2019~~2021 and ~~2018.~~2020.

Inventory values, before LIFO adjustment, are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at substantially all of the Company’s U.S. locations, which comprised ~~$674~~$650 and ~~$622~~$585 (or ~~50%~~47% and ~~45%)~~49%, respectively) of inventories before the LIFO adjustments at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. The remainder of the Company’s inventory held in international locations and certain U.S. locations is valued under the average cost method.

During 2021, inventory reductions in the Company’s Titanium Technologies segment resulted in liquidations of LIFO inventory layers carried at lower costs prevailing in prior years as compared to current-year costs. During the year ended December 31, 2021, the benefit to net income (loss) attributable to Chemours from the liquidation of LIFO inventory was $8 or $0.05 on basic earnings (loss) per share of common stock.

The following table sets forth the components of the Company’s property, plant, and equipment, net at December 31, ~~2019~~2021 and ~~2018.~~2020.

Property, plant, and equipment, net included gross assets under finance leases of ~~$68~~$95 and $7$86 at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. In the second quarter of 2019, a subsidiary of the Company renegotiated the terms of an existing Fluoroproducts supply contract with Changshu 3F Zhonghao New Chemical Materials Co., Ltd., a related party and equity method investee, to improve the long-term supply security and competitiveness relative to not-in-kind competition of its low global warming potential foam offering. The renegotiated supply contract resulted in the recognition of a finance lease asset and a corresponding finance lease liability, both of which amounted to $62.

Interest expense capitalized as part of property, plant, and equipment, net amounted to ~~$10, $17,~~$5, $4, and $9$10 for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively.

Depreciation expense amounted to ~~$304, $276,~~$309, $313, and ~~$269~~ $304for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively.

The Company leases certain office space, laboratory space, equipment, railcars, tanks, barges, tow boats, and warehouses. ~~Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets, and lease~~Lease expense is recognized over the term of these leases on a straight-line basis. The Company’s leases have remaining terms of up to 1725 years. Some leases of equipment contain immaterial amounts of residual value guarantees. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets.

The following table sets forth the Company’s lease assets and lease liabilities and their balance sheet ~~location~~locations at December 31, ~~2019.~~2021 and 2020.

~~The following table sets forth the components of the Company’s lease cost for the year ended December 31, 2019.~~

~~The following table sets forth the cash flows related to the Company’s leases for the year ended December 31, 2019.~~

The following table sets forth the components of the Company’s lease cost for the years ended December 31, 2021, 2020 and 2019.

The following table sets forth the cash flows related to the Company’s leases for the years ended December 31, 2021, 2020 and 2019.

The following table sets forth the weighted-average ~~term~~terms and weighted-average discount ~~rate~~rates for the Company’s leases at December 31, ~~2019.~~2021 and 2020.

The following table sets forth the Company’s lease liabilities’ maturities for the next five years and thereafter.

~~Prior to the adoption of ASU No. 2016-02, the following table set forth the Company’s lease liabilities’ maturities for the subsequent five years and thereafter.~~

In October 2017, Chemours executed a build-to-suit lease agreement to construct a new 312,000-square-foot ~~research and development~~R&D facility onlocated in the Science, Technology, and Advanced Research campus of the University of Delaware (“UD”) in Newark, Delaware (“Chemours Discovery Hub”). Chemours was deemed to be the owner for accounting purposes during construction of the facility. Construction was completed in the fourth quarter of 2019, and, upon its completion, Chemours evaluated whether a sale occurred for purposes of sale-leaseback accounting treatment. The Company determined that this transaction did not qualify for sale-leaseback accounting, and, as a result, the leasing arrangement is considered to be a financing transaction. At completion of the construction, the build-to-suit lease liability was reclassified as a financing obligation within long-term debt, net, and the build-to-suit lease asset was capitalized in property, plant and equipment, net. At December 31, ~~2019,~~2021 and 2020, a financing obligation of ~~$95~~$93 and $94, respectively, and property, plant, and equipment of ~~$95~~$88 and $92, respectively, are recorded on the Company’s consolidated balance sheet.

The following table sets forth the Company’s minimum future payments due for the next five years and thereafter related to the Chemours Discovery Hub financing obligation.

The following table sets forth the changes in the carrying amount of the Company’s goodwill by segment for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

Chemours consists of 4 operating segments: Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions. In 2020, the Company’s reporting units were consistent with its operating segments, with the exception of the Chemical Solutions segment, which was comprised of the Mining Solutions and Performance Chemicals and Intermediates reporting units. In 2021, following the Mining Solutions Transaction, the Company’s reporting units are consistent with its operating segments. For the year ended December 31, 2020 the Company did 0t have any adjustments to or transfers of its goodwill balances. For the year ended December 31, 2021, $51 of goodwill was allocated to the disposal group in determining the gain on sale of the Mining Solutions business. The Company tested the goodwill balances attributable to each of its reporting units for potential impairment on October 1, 2021 and 2020, the dates of Chemours’ annual goodwill assessment.NaN goodwill impairments were recorded for the years ended December 31, 2021 and 2020, as the fair values of the Company’s reporting units that carry goodwill exceeded each respective reporting unit’s carrying amount on October 1, 2021 and 2020.

The total accumulated impairment losses included in the Company’s goodwill balance at December 31, 2021 and 2020 amounted to $4.

Chemours consists of 3 operating segments: Fluoroproducts, Chemical Solutions, and Titanium Technologies. The Company defines its reporting units as one level below these operating segments, with the exception of the Titanium Technologies segment, which is both an operating segment and a reporting unit. The Company tested the goodwill balances attributable to each of its reporting units for potential impairment on October 1, 2019 and 2018, the dates of Chemours’ annual goodwill assessment, and concluded that $4 of goodwill associated with the Performance Chemicals and Intermediates reporting unit in the Chemical Solutions segment was impaired at October 1, 2018. NaN further goodwill impairments were recorded for the years ended December 31, 2019 and 2018, as the fair values of the Company’s other reporting units that carry goodwill exceeded each respective reporting unit’s carrying amount on October 1, 2019 and 2018.

~~The total accumulated impairment losses included in the Company’s goodwill balance at December 31, 2019 and 2018 amounted to $4.~~

The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s other intangible assets by major class at December 31, ~~2019~~2021 and ~~2018.~~2020.

	December 31, 2019							December 31, 2018							December 31, 2021							December 31, 2020
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Customer lists	$	9	$	(8	)	$	1	$	9	$	(8	)	$	1	$	2	$	(2	)	$	0	$	9	$	(9	)	$	0
Customer relationships		22		(8	)		14		22		(3	)		19		22		(16	)		6		22		(12	)		10
Patents		19		(19	)		—		19		(19	)		—		19		(19	)		0		19		(19	)		0
Purchased trademarks		5		(3	)		2		5		(3	)		2		0		0			0		5		(3	)		2
Purchased and licensed technology		3		(3	)		—		3		(3	)		—		3		(3	)		0		3		(3	)		0
Other (1)		10		(6	)		4		10		(4	)		6		10		(10	)		0		10		(8	)		2
Total other intangible assets, net	$	68	$	(47	)	$	21	$	68	$	(40	)	$	28
Total other intangible assets															$	56	$	(50	)	$	6	$	68	$	(54	)	$	14

The aggregate pre-tax amortization expense for definite-lived intangible assets was $8, $7, ~~$6,~~ and $4 $ 7for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively. The estimated aggregate pre-tax amortization expense for ~~2020, 2021,~~ 2022 and 2023 is $5 and $1. NaN pre-tax amortization expense is estimated for 2024, ~~is $7, $7, $5, $1,~~2025, and ~~less than $1, respectively.~~ 2026.Definite-lived intangible assets are amortized over their estimated useful lives, generally for periods ranging from five to 20 years. The reasonableness of the useful lives of these assets is periodically evaluated. The Company does not have any indefinite-lived intangible assets.

The Company holds investments in companies where it, directly or indirectly, owns 20% to 50% of the voting stock, or has the ability to exercise significant influence over the operating and financial policies of the investee.

The following table sets forth the jurisdiction, carrying value, ~~jurisdiction,~~ and ownership percentages of the Company’s investments in affiliates at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the changes in the Company’s investments in affiliates for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The Company engages in transactions with its equity method investees in the ordinary course of business. For the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, net sales to the Company’s equity method investees amounted to ~~$135, $143,~~$144, $98, and ~~$99,~~ $135,respectively, and purchases from the Company’s equity method investees amounted to ~~$249, $125,~~$180, $133, and ~~$87,~~ $249,respectively.

The following table sets forth the components of the Company’s other assets at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the components of the Company’s accounts payable at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the components of the Company’s other accrued liabilities at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the components of the Company’s debt at December 31, ~~2019~~2021 and ~~2018.~~2020.

OnThe Company’s credit agreement, as amended and restated on April 3, 2018, ~~the Company amended and restated its credit agreement~~ (“Credit Agreement”) ~~that~~ provides for a seven-year, senior secured term loan facility and a five-year, $800 senior secured revolving credit facility (“Revolving Credit Facility”) (collectively, the “Senior Secured Credit Facilities”). On October 7, 2021, the Company entered into an amendment to the Credit Agreement (“Credit Agreement Amendment”) to, among other things, increase the aggregate commitment amount under the Revolving Credit Facility to $900 and extend the stated maturity date to October 7, 2026 (from April 3, 2023). The ~~Senior Secured~~ Credit ~~Facilities are~~Agreement is subject to a springing maturity in the event that the senior secured term loans due April 2025 and the senior unsecured notes due in May ~~2023~~2026 are not redeemed, repaid, modified, and/or refinanced within the 91-day period prior to their maturity date.

The senior secured term loan facility under the Senior Secured Credit Facilities provides for a class of term loans, denominated in U.S. dollars, in an aggregate principal amount of $900 (“Dollar Term Loan”) and a class of term loans, denominated in euros, in an aggregate principal amount of €350 (“Euro Term Loan”) (collectively, the “Term Loans”). The Dollar Term Loan bears a variable interest rate equal to, at the election of the Company, adjusted LIBOR plus 1.75% or adjusted base rate plus 0.75%, subject to an adjusted LIBOR or an adjusted base rate floor of 0.00% or 1.00%, respectively. The Euro Term Loan bears a variable interest rate equal to adjusted EURIBOR plus 2.00%, subject to an adjusted EURIBOR floor of 0.50%. The Term Loans will mature on April 3, 2025, and are subject to acceleration in certain circumstances.

At December 31, 2021, the effective interest rates on the Dollar Term Loan and the Euro Term Loan were 1.9% and 2.5%, respectively.

For the years ended December 31, 2021, 2020, and 2019, the Company made term loan repayments of $13 on its Term Loans.During 2021, the Company repurchased through open market transactions, an aggregate principal amount of $37 and made an optional prepayment of $54 on its senior secured term loans.

The proceeds of any loans made under the Revolving Credit Facility can be used for working capital needs and other general corporate purposes, including permitted acquisitions, as defined in the Credit Agreement. The Revolving Credit Facility bears a variable interest rate range based on the Company’s total net leverage ratio, as defined in the Credit Agreement, between (i) a 0.25% and a 1.00% spread for adjusted base rate loans, and (ii) a 1.25% and a 2.00% spread for LIBOR and EURIBOR loans. In addition, the Company is required to pay a commitment fee on the average daily unused amount of the Revolving Credit Facility within an interest rate range based on its total net leverage ratio, between 0.10% and 0.25%. ~~The Revolving Credit Facility will mature on April 3, 2023, and is subject to acceleration in certain circumstances.~~

~~During the year ended December 31, 2019, the Company borrowed and subsequently repaid $150 under the Revolving Credit Facility.~~There were 0 borrowings outstanding under the Revolving Credit Facility at December 31, 2019 and 2018. Issued and outstanding letters of credit under the Revolving Credit Facility amounted to $103 and $104 at December 31, 2019 and 2018, respectively. At December 31, ~~2019, the effective interest rates on the Dollar Term Loan and the Euro Term Loan were 3.6% and 2.5%, respectively, and~~2021, commitment fees on the Revolving Credit Facility were assessed at a rate of ~~0.20%~~0.15% per annum. ~~In connection with the issuance~~

On April 8, 2020, as a precautionary measure in light of ~~the Senior Secured Credit Facilities,~~macroeconomic uncertainties driven by COVID-19, the Company ~~incurred a loss on debt extinguishment~~drew $300 from its Revolving Credit Facility; the borrowings were subsequently repaid during the third quarter of $32020. In the second quarter of 2019, the Company drew $150 under its Revolving Credit Facility for general corporate purposes; the ~~year ended~~borrowings were subsequently repaid during the third quarter of 2019. NaN borrowings were outstanding under the Revolving Credit Facility at December 31, ~~2018.~~2021 and 2020. Chemours also had $107 and $102 in letters of credit issued and outstanding under the Revolving Credit Facility at December 31, 2021 and 2020, respectively.

Under the Credit Agreement, solely with respect to the Revolving Credit Facility, the Company is required to maintain a senior secured net leverage ratio not to exceed 2.00 to 1.00 in each quarter, through the date of maturity. In addition, the Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict the Company’s and its subsidiaries’ ability, subject to certain exceptions, to incur additional indebtedness or liens, pay dividends, and engage in certain transactions, including mergers, acquisitions, asset sales, or investments, outside of specified carve-outs. The Credit Agreement also contains customary representations and warranties and events of default. The Company was in compliance with its debt covenants at December 31, ~~2019~~2021 and ~~2018.~~2020.

The Company’s obligations under the Senior Secured Credit Facilities are guaranteed on a senior secured basis by all of its material domestic subsidiaries, which are also guarantors of the Company’s outstanding notes, subject to certain exceptions. The obligations under the Senior Secured Credit Facilities are also, subject to certain exceptions, secured by a first priority lien on substantially all of the Company’s assets and substantially all of the assets of its wholly-owned, material domestic subsidiaries, including 100% of the stock of certain of its domestic subsidiaries and 65% of the stock of certain of its foreign subsidiaries.

On May 12, 2015, Chemours issued an aggregate principal amount of $2,503 in senior unsecured notes consisting of an aggregate principal amount of $1,350 6.625% senior unsecured notes due May 2023, denominated in U.S. dollars (the “2023 Dollar Notes”), an aggregate principal amount of €360 6.125% senior unsecured notes due May 2023, denominated in euros (the “2023 Euro Notes”), and an aggregate principal amount of $750 7.000% senior unsecured notes due May 2025, denominated in U.S dollars (the “2025 Notes”) (collectively, the “Original Notes”). The Original Notes required ~~or require, as applicable,~~ payment of principal at maturity and payments of interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The proceeds from the Original Notes were issued to fund a cash distribution to ~~DuPont~~EID in connection with the Separation. ~~As discussed in more detail below, the~~The Company purchased or redeemed, as applicable, all of the outstanding 2023 Euro Notes and a $250 aggregate principal amount of the 2023 Dollar Notes during the year ended December 31, 2018.

The ~~Original Notes were~~Company purchased or ~~are,~~redeemed, as applicable, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis, by each of Chemours’ existing and future direct or indirect domestic restricted subsidiaries that (i) incurs or guarantees indebtedness under the ~~Senior Secured Credit Facilities, or (ii) guarantees certain other indebtedness of the Company or any guarantor in an~~remaining $908 aggregate principal amount ~~in excess of~~$75. The Original Notes were or are, as applicable, unsecured and unsubordinated by Chemours and its guarantor subsidiaries. The Original Notes ranked or rank, as applicable, equally in right of payment to all of Chemours’ existing and future unsecured unsubordinated debt and senior in right of payment to all of its existing and future debt that is by its terms expressly subordinated in right of payment to the Original Notes. The Original Notes were or are, as applicable, subordinated to indebtedness under the Senior Secured Credit Facilities as well as any future secured debt to the extent of the value of the assets securing such debt.

Pursuant to the terms of the indenture governing the Original Notes, the Company was or is, as applicable, obligated to offer to purchase the Original Notes at a price of (i) 101% of their principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events, and (ii) 100% of their principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, with the proceeds from certain asset dispositions. These restrictions and prohibitions were or are, as applicable, subject to certain qualifications and exceptions set forth in the indenture governing the Original Notes, including without limitation, reinvestment rights with respect to the proceeds of asset dispositions.

~~Chemours is permitted to currently redeem some or all~~ of the 2023 Dollar Notes ~~at specified redemption prices, and may redeem some~~during the year ended December 31, 2020. The Company purchased or ~~all~~redeemed, as applicable, the $750 aggregate principal amount of the 2025 Notes ~~on or after May 15, 2020 at specified redemption prices. Chemours may also redeem some or all of~~during the 2023 Dollar Notes or the 2025 Notes by means other than a redemption, including tender offer or open market purchases. Pursuant to the terms of the tax matters agreement entered into at the time of the Separation, the Company’s ability to pre-pay, pay down, redeem, retire, or otherwise acquire the 2025 Notes is limited in the absence of obtaining certain tax opinions.year ended December 31, 2021.

On May 23, 2017, ~~Chemours~~the Company issued a $500 aggregate principal amount of 5.375% senior unsecured notes due May 2027 (the “2027 Notes”). The 2027 Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received proceeds of $489, net of an original issue discount of $5 and underwriting fees and other related expenses of $6, which are deferred and amortized to interest expense using the effective interest method over the term of the 2027 Notes. A portion of the net proceeds from the 2027 Notes was used to pay the $335 ~~accrued for the global settlement~~ of the ~~multi-district “PFOA~~First MDL Settlement,” as discussed in “Note 22 – Commitments and Contingent ~~Liabilities.”~~Liabilities”. The remaining proceeds from the 2027 Notes were available for general corporate purposes.

The 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of ~~Chemours’~~the Company’s existing and future direct and indirect domestic restricted subsidiaries that (i) incurs or guarantees indebtedness under the Senior Secured Credit Facilities, or (ii) guarantees certain other indebtedness of ~~Chemours~~the Company or any guarantor in an aggregate principal amount in excess of $100. The guarantees of the 2027 Notes will rank equally with all other senior indebtedness of the guarantors. The 2027 Notes rank equally in right of payment to all of ~~Chemours’~~the Company’s existing and future unsecured unsubordinated debt and are senior in right of payment to all of its existing and future debt that is by its terms expressly subordinated in right of payment to the 2027 Notes. The 2027 Notes are subordinated to indebtedness under the Senior Secured Credit Facilities, as well as any future secured debt to the extent of the value of the assets securing such debt, and structurally subordinated to the liabilities of any non-guarantor subsidiaries.

Pursuant to the terms of the indenture governing the 2027 Notes, ~~Chemours~~the Company is obligated to offer to purchase the 2027 Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events. The Company may redeem the 2027 Notes, in whole or in part, at an amount equal to 100% of the aggregate principal amount plus a specified “make-whole” premium and accrued and unpaid interest, if any, to the date of purchase prior to February 15, 2027. ~~Chemours~~The Company may also redeem some or all of the 2027 Notes by means other than a redemption, including tender offer and open market repurchases. Chemours is obligated to offer to purchase the 2027 Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events.

On June 6, 2018, the Company issued an aggregate principal amount of €450 4.000% senior unsecured notes due May 2026, denominated in euros (the “2026 Euro Notes”). The 2026 Euro Notes require payment of principal at maturity and payments of interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received net proceeds of €445, which, together with cash on hand, were used to purchase or redeem, as the case may be, all of the outstanding 2023 Euro Notes and a $250 aggregate principal amount of the 2023 Dollar Notes pursuant to a tender offer and the redemption of the 2023 Euro Notes, as well as pay for any fees and expenses in connection therewith. In connection with the concurrent redemption of the 2023 Euro Notes and issuance of the 2026 Euro Notes, the Company incurred a loss on extinguishment of $35 for the year ended December 31, 2018.

The 2026 Euro Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the Company’s existing and future direct and indirect domestic restricted subsidiaries that (i) incurs or guarantees indebtedness under the Senior Secured Credit Facilities, or (ii) guarantees certain other indebtedness of the Company or any guarantor in an aggregate principal amount in excess of $100. The guarantees of the 2026 Euro Notes ~~require~~will rank equally with all other senior indebtedness of the guarantors. The 2026 Euro Notes also rank equally in right of payment to all of ~~principal at maturity~~the Company’s existing and ~~payments~~future unsecured unsubordinated debt and are senior in right of ~~interest semi-annually~~payment to all of its existing and future debt that is, by its terms, expressly subordinated in ~~cash and in arrears on May 15 and November 15~~right of ~~each year.~~

~~(Dollars in millions, except per share amounts~~2026 Euro Notes. The 2026 Euro Notes are subordinated to indebtedness under the Senior Secured Credit Facilities, as well as any future secured debt to the extent of the value of the assets securing such debt, and ~~par values)~~are structurally subordinated to the liabilities of any non-guarantor subsidiaries.

Pursuant to the terms of the indenture governing the 2026 Euro Notes, the Company is obligated to offer to purchase the 2026 Euro Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events. Prior to May 15, 2021, the Company may redeem the 2026 Euro Notes (i) in whole or in part, at an amount equal to 100% of the aggregate principal amount plus a specified “make-whole” premium, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date and (ii) on one or more occasions, up to 35% of the aggregate principal amount of the notes, with the net cash proceeds of one or more equity offerings at a price equal to 104% of the principal amounts of such notes, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. On or after May 15, 2021, the Company may redeem the 2026 Euro Notes at specified redemption prices. The Company may also redeem some of all of the 2026 Euro Notes by means other than a redemption, including tender offer and open market repurchases.

On November 27, 2020, the Company issued an $800 aggregate principal amount of 5.750% senior unsecured notes due November 2028 (the “2028 Notes”) in an offering that was exempt from the registration requirements of the Securities Act. The 2028 Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received proceeds of $790, net of underwriting fees and other related expenses of $10, which are deferred and amortized to interest expense using the effective interest method over the term of the 2028 Notes. The net proceeds from the 2028 Notes were used, together with cash on hand, to purchase or redeem, as applicable, the remaining $908 aggregate principal amount of the 2023 Dollar Notes. In connection with the purchase and redemption of the remaining 2023 Dollar Notes, the Company incurred a loss on extinguishment of $22 for the year ended December 31, 2020.

The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the Company’s existing and future direct and indirect domestic restricted subsidiaries that (i) incurs or guarantees indebtedness under the Senior Secured Credit Facilities, or (ii) guarantees certain other indebtedness of the Company or any guarantor in an aggregate principal amount in excess of$100. The guarantees of the ~~2026 Euro~~2028 Notes will rank equally with all other senior indebtedness of the guarantors. The ~~2026 Euro~~2028 Notes rank equally in right of payment to all of the Company’s existing and future unsecured unsubordinated debt and are senior in right of payment to all of its existing and future debt that is by its terms expressly subordinated in right of payment to the ~~2026 Euro~~2028 Notes. The ~~2026 Euro~~2028 Notes are subordinated to indebtedness under the Senior Secured Credit Facilities, as well as any future secured debt to the extent of the value of the assets securing such debt, and ~~are~~ structurally subordinated to the liabilities of any non-guarantor subsidiaries.

~~The Company received net proceeds of €445 from~~Pursuant to the ~~offering~~terms of the ~~2026 Euro~~indenture governing the 2028 Notes, ~~which,~~the Company is obligated to offer to purchase the 2028 Notes at a price of 101% of the principal amount, together with ~~cash on hand, were used~~accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events. Prior to November 15, 2023, the Company may redeem the 2028 Notes (i) in whole or ~~redeem, as the case may be, all~~in part, at an amount equal to 100% of the ~~outstanding 2023 Euro Notes~~aggregate principal amount plus a specified “make-whole” premium and ~~a $250~~accrued and unpaid interest, if any, to the date of purchase, and (ii) on one or more occasions, up to 35% of the aggregate principal amount of the ~~2023 Dollar Notes~~ ~~pursuant~~notes, with the net cash proceeds of one or more equity offerings at a price equal to 105.750% of the ~~Tender Offers (defined below)~~principal amounts of such notes, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. On or after November 15, 2023, the Company may redeem the 2028 Notes at specified redemption prices. The Company may also redeem some or all of the ~~2023 Euro~~2028 Notes ~~as well as pay for any fees~~by means other than a redemption, including tender offer and expenses in connection therewith. In connection with the concurrent redemption of the 2023 Euro Notes and issuance of the 2026 Euro Notes, the Company incurred a loss on extinguishment of $35 for the year ended December 31, 2018.open market repurchases.

2023 Dollar Notes Tender ~~Offers~~Offer and Redemption ~~of the 2023 Euro Notes~~

On ~~May 21, 2018,~~November 12, 2020, the Company commenced 2an all-cash tender ~~offers~~offer to ~~purchase: (i) up to $250~~purchase any and all of the outstanding 2023 Dollar Notes for a purchase price of ~~$1,052.50~~$1,017.94 per $1,000.00 of principal amount through an early tender deadline of ~~June 4, 2018,~~November 25, 2020, and ~~$1,022.50~~$987.94 per $1,000.00 of principal amount thereafter, through ~~June 18, 2018,~~December 10, 2020, the tender expiration date, plus any accrued and unpaid interest thereon (the ~~“Dollar~~“2023 Dollar Notes Tender Offer”); and, (ii) any and all of the outstanding 2023 Euro Notes (collectively, the “2023 Notes”), for a purchase price of €1,048.75 per €1,000.00 of principal amount through an early tender deadline of June 4, 2018, and €1,018.75 per €1,000.00 of principal amount thereafter, through June 18, 2018, the tender expiration date, plus any accrued and unpaid interest thereon (the “Euro Tender Offer”) (collectively, the “Tender Offers”).

The Company completed the Dollar Tender Offer on June 6, 2018 for an aggregate purchase price of $264, inclusive of an early participation premium of $13 and accrued interest of $1. The Company completed the Euro Tender Offer on June 8, 2018 for an aggregate purchase price of €310, inclusive of an early participation premium of €14 and accrued interest of €1. In connection with the ~~Euro~~2023 Dollar Notes Tender Offer, the Company received consents from the holders of a majority of the aggregate principal amount of the 2023 ~~Euro~~Dollar Notes to amend certain provisions of the indenture governing the 2023 ~~Euro~~Dollar Notes, thereby allowing the Company to call and redeem the remaining 2023 ~~Euro~~Dollar Notes outstanding upon two business days’ notice to the ~~noteholders. On June 8, 2018,~~noteholders (the “2023 Dollar Notes Redemption”) (collectively, the “2023 Dollar Notes Tender Offer and Redemption”).

The Company completed the ~~redemption~~2023 Dollar Notes Tender Offer and Redemption on December 1, 2020 for an aggregate purchase price of ~~the remaining outstanding~~$926, inclusive of an early participation premium of $16 and accrued interest of $2. The 2023 ~~Euro~~Dollar Notes ~~that were not purchased pursuant to the Euro~~ Tender ~~Offer. The Tender Offers~~Offer and ~~the redemption of the 2023 Euro Notes were~~Redemption was funded with the proceeds from the offering of the ~~2026 Euro~~2028 Notes and cash on hand.

On August 18, 2021, the Company issued a $650 aggregate principal amount of 4.625% senior unsecured notes due November 2029 (the “2029 Notes”) in an offering that was exempt from the registration requirements of the Securities Act. The 2029 Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received proceeds of $642, net of underwriting fees and other related expenses of $8, which are deferred and amortized to interest expense using the effective interest method over the term of the 2029 Notes. The net proceeds from the 2029 Notes were used, together with cash on hand, to purchase or redeem, as applicable, the remaining $750 aggregate principal of the 2025 Notes. In connection with the purchase and redemption of the 2025 Notes, the Company incurred a loss on extinguishment of $20 for the year ended December 31, 2021.

The 2029 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the Company’s existing and future direct and indirect domestic restricted subsidiaries that (i) incurs or guarantees indebtedness under the Senior Secured Credit Facilities, or (ii) guarantees certain other indebtedness of the Company or any guarantor in an aggregate principal amount in excess of$100. The guarantees of the 2029 Notes will rank equally with all other senior indebtedness of the guarantors. The 2029 Notes rank equally in right of payment to all of the Company’s existing and future unsecured unsubordinated debt and are senior in right of payment to all of its existing and future debt that is by its terms expressly subordinated in right of payment to the 2029 Notes. The 2029 Notes are subordinated to indebtedness under the Senior Secured Credit Facilities, as well as any future secured debt to the extent of the value of the assets securing such debt, and structurally subordinated to the liabilities of any non-guarantor subsidiaries.

Pursuant to the terms of the indenture governing the 2029 Notes, the Company is obligated to offer to purchase the 2029 Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events. Prior to November 15, 2024, the Company may redeem the 2029 Notes (i) in whole or in part, at an amount equal to 100% of the aggregate principal amount plus a specified “make-whole” premium and accrued and unpaid interest, if any, up to, but excluding the redemption date, and (ii) on one or more occasions, up to 35% of the aggregate principal amount of the notes, with the net cash proceeds of one or more equity offerings at a price equal to 104.625% of the principal amounts of such notes, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. On or after November 15, 2024, the Company may redeem the 2029 Notes at specified redemption prices. The Company may also redeem some or all of the 2029 Notes by means other than a redemption, including tender offer and open market repurchases.

On August 4, 2021, the Company commenced an all-cash tender offer to purchase any and all of the outstanding 2025 Notes for a purchase price of $1,025.00 per $1,000.00 of principal amount through an early tender deadline of August 17, 2021, and $995.00 per $1,000.00 of principal amount thereafter, through August 31, 2021, the tender expiration date, plus any accrued and unpaid interest thereon (the “2025 Notes Tender Offer”). In connection with the 2025 Notes Tender Offer, the Company received consents from the holders of a majority of the aggregate principal amount of the 2025 Notes to amend certain provisions of the indenture governing the 2025 Notes, thereby allowing the Company to call and redeem the remaining 2025 Notes outstanding upon two business days’ notice to the noteholders (the “2025 Notes Redemption”) (collectively, the “2025 Notes Tender Offer and Redemption”). The Company completed the 2025 Notes Tender Offer and Redemption on August 20, 2021 for an aggregate purchase price of $782, inclusive of an early participation premium of $18 and accrued interest of $14. The 2025 Notes Tender Offer and Redemption was funded with the proceeds from the offering of the 2029 Notes and cash on hand.

On July 12, 2019, the Company, through a wholly-owned special purpose entity (“SPE”), executed an agreement with a bank for an accounts receivable securitization facility (“Securitization Facility”) for the purpose of enhancing the Company’s ~~liquidity.~~liquidity (the “Original Purchase Agreement”). Under the Securitization Facility, certain of the Company’s subsidiaries ~~will~~ sell their accounts receivable to the SPE, which is a non-guarantor subsidiary. In turn, the SPE may transfer undivided ownership interests in such receivables to the bank in exchange for cash. The Securitization Facility ~~permits~~permitted the SPE to borrow up to a total of $125, with an option to increase to $200. The bank has a first priority security interest in all receivables held by the SPE, and the SPE has not granted a security interest to anyone else. ~~At December 31, 2019, receivables held by~~

~~Because the SPE maintains~~previously maintained effective control over the accounts receivable under the Original Purchase Agreement, the transfers of the ownership interests to the bank dodid not meet the criteria to account for the transfers as true sales. As a result, the Company accounted for the transfers ~~under the Securitization Facility~~ as collateralized borrowings. Cash received from the bank iswas a short-term obligation of the Company, which iswas fully-collateralized by all receivables held by the SPE.The Securitization Facility iswas subject to interest charges against both the amount of outstanding borrowings and the amount of available but undrawn commitments. The Securitization Facility ~~bears~~bore a variable interest rate on outstanding borrowings and a fixed commitment fee on the average daily undrawn amount. ~~During the year ended December 31, 2019, the weighted average interest rate on the outstanding borrowings under the Securitization Facility was 2.0%.~~ Borrowings under the Securitization Facility ~~are~~were classified in ~~its~~the consolidated balance sheets as a component of ~~its~~ current liabilities due to the short-term nature of the obligation. ~~Borrowings~~

On March 9, 2020, the Company, through its wholly-owned SPE, entered into an amended and ~~repayments~~restated receivables purchase agreement (the “Amended Purchase Agreement”) under the Securitization Facility. The Amended Purchase Agreement amends and restates, in its entirety, the Original Purchase Agreement. The Amended Purchase Agreement, among other things, extends the term of the Original Purchase Agreement such that the SPE may sell certain receivables and request investments and letters of credit until the earlier of March 5, 2021 or a termination event, and contains customary representations and warranties, as well as affirmative and negative covenants.

Pursuant to the Amended Purchase Agreement, the Company no longer maintains effective control over the transferred receivables, and therefore accounts for these transfers as sales of receivables. As a result, on March 9, 2020, the Company repurchased the then-outstanding receivables under the Securitization Facility ~~amounted to $128 and $18, respectively. Net~~through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 ~~remained outstanding as~~and subsequent sale of $125 of its receivables to the bank during the first quarter of 2020. These sales were transacted at 100% of the face value of the relevant receivables, resulting in derecognition of the receivables from the Company’s consolidated balance sheets.

On March 5, 2021, the Company, through the SPE, entered into an amendment (the “First Amendment”) to its Amended Purchase Agreement (together with the First Amendment, the “Purchase Agreement”) to, among other things, extend the term of the Purchase Agreement, such that the SPE may sell certain receivables and request investments and letters of credit until the earlier of March 6, 2023 or another event that constitutes a “Termination Date” under the Purchase Agreement. The First Amendment also increases the facility limit under the arrangement from $125 to $150.

On November 24, 2021, the Company, through the SPE, entered into an amendment (the “Second Amendment”) to its Purchase Agreement to, among other things, extend the term of the Purchase Agreement, such that the SPE may sell certain receivables and request investments and letters of credit until the earlier of March 6, 2024 or another event that constitutes a “Termination Date” under the Purchase Agreement. As of December 31, ~~2019~~.2021, the Securitization Facility is fully utilized.

~~F-41~~Cash received from collections of sold receivables is used to fund additional purchases of receivables at 100% of face value on a revolving basis, not to exceed the facility limit, which is the aggregate purchase limit. For the years ended December 31, 2021 and 2020, the Company received $1,364 and $932, respectively, of cash collections on receivables sold under the Amended Purchase Agreement, following which it sold and derecognized $1,389 and $932, respectively, of incremental accounts receivable. The Company maintains continuing involvement as it acts as the servicer for the sold receivables and guarantees payment to the bank. As collateral against the sold receivables, the SPE maintains a certain level of unsold receivables, which amounted to $76 and $33 at December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company incurred $3 and $2, respectively, of fees associated with the Securitization Facility. Costs associated with the sales of receivables are reflected in the Company’s consolidated statements of operations for the periods in which the sales occur.

In 2020, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company’s annual insurance premiums for $16, and subsequently repaid in full for the year ended December 31, 2020. In 2019, the Company entered into a similar financing arrangement for $11, of which $5 was repaid during the year ended December 31, 2019 and the remainder in 2020.

During the third quarter of 2019, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company’s annual insurance premiums for $11. During the year ended December 31, 2019, the Company made payments of $5 to the financing company, and the remaining $6 is to be repaid within the next twelve months.

The Company has required quarterly principal payments related to the Senior Secured Credit Facilities equivalent to 1.00% per annum through December 2024, with the balance due at maturity. Also, following the end of each fiscal year commencing on the year ended December 31, 2019, on an annual basis, the Company is required to make additional principal payments depending on leverage levels, as defined in the ~~amended and restated credit agreement,~~Credit Agreement, equivalent to up to 50% of excess cash flows based on certain leverage targets with step-downs to 25% and 0% as actual leverage decreases to below a 3.50 to 1.00 leverage target. The Company was not required to make additional principal payments in 2021.

The following table sets forth the Company’s debt principal maturities for the next five years and thereafter.

The following table sets forth the estimated fair values of the Company’s senior debt issues, which are based on quotes received from third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy. ~~The carrying value of the Securitization Facility approximates its fair value based on its short-term nature and maturity.~~

	December 31, 2019					December 31, 2018					December 31, 2021					December 31, 2020
	Carrying Value			Fair Value		Carrying Value			Fair Value		Carrying Value			Fair Value		Carrying Value			Fair Value
Senior secured term loans:
Tranche B-2 U.S. dollar term loan due May 2025	$	884		$	865	$	893		$	862
Tranche B-2 euro term loan due May 2025 (€344 at December 31, 2019 and €347 at December 31, 2018)		383			378		396			394
Tranche B-2 U.S. dollar term loan due April 2025											$	776		$	769	$	875		$	862
Tranche B-2 euro term loan due April 2025 (€337 at December 31, 2021 and €340 at December 31, 2020)												381			378		417			413
Senior unsecured notes:
6.625% due May 2023		908			917		908			918
7.000% due May 2025		750			755		750			761		—			—		750			774
4.000% due May 2026 (€450 at December 31, 2019 and 2018)		501			455		513			487
4.000% due May 2026 (€450 at December 31, 2021 and 2020)												510			518		551			551
5.375% due May 2027		500			450		500			454		500			538		500			536
Securitization Facility		110			110		—			—
Total senior debt		4,036		$	3,930		3,960		$	3,876
5.750% due November 2028												800			846		800			821
4.625% due November 2029												650			645		—			—
Total senior debt principal												3,617		$	3,694		3,893		$	3,957
Less: Unamortized issue discounts		(8	)				(10	)				(5	)				(7	)
Less: Unamortized debt issuance costs		(28	)				(35	)				(28	)				(28	)
Total senior debt, net	$	4,000				$	3,915				$	3,584				$	3,858

The following table sets forth the components of the Company’s other liabilities at December 31, ~~2019~~2021 and ~~2018.~~

Chemours has recorded asset retirement obligations, which are primarily inclusive of costs related to closure, reclamation, and removal for mining operations inrelative to the ~~production~~extraction of ~~TiO~~₂titanium ore and other saleable minerals in the Titanium Technologies segment; and, cap, cover, and post-closure maintenance of landfills ~~in all segments; and, shipment and disposal of stored waste~~ in all segments.

The following table sets forth the activity in the Company’s asset retirement obligations for the years ended December 31, ~~2019~~2021, 2020 and ~~2018.~~2019.

In addition to the matters discussed below, the Company and certain of its subsidiaries, from time to time, are subject to various lawsuits, claims, assessments, and proceedings with respect to product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental, anti-trust, and other such matters that arise in the ordinary course of business. In addition, Chemours, by virtue of its status as a subsidiary of ~~DuPont~~EID prior to the ~~separation,~~Separation, is subject to or required under the ~~separation-related~~Separation-related agreements executed prior to the ~~separation,~~Separation to indemnify ~~DuPont~~EID against various pending legal proceedings. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or proceedings. Except as noted below, while management believes it is reasonably possible that Chemours could incur losses in excess of the amounts accrued, if any, for the aforementioned proceedings, it does not believe any such loss would have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. ~~Additional disputes~~Disputes between Chemours and ~~DuPont~~EID may ~~also~~ arise ~~with respect to~~regarding indemnification matters, including disputes based on matters of law or contract interpretation. ~~If and to the extent these~~Should disputes arise, they could materially adversely affect Chemours.

The Company accrues for litigation matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. When a material loss contingency is reasonably possible, but not probable, the Company does not record a liability, but instead discloses the nature of the matter and an estimate of the loss or range of loss, to the extent such estimate can be made. Legal costs such as outside counsel fees and expenses are recognized in the period in which the expense was incurred. Management believes the Company’s litigation accruals are appropriate based on the facts and circumstances for each matter, which are discussed in further detail below.

The following table sets forth the components of the Company’s accrued litigation at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at December 31, ~~2019~~2021 and ~~2018.~~2020.

For information regarding the Company’s ongoing litigation and environmental remediation matters at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”), refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview”

In January 2021, Chemours, DuPont, Corteva, and EID, a subsidiary of Corteva, entered into a binding MOU, reflecting the parties’ agreement to share potential future legacy liabilities relating to per- and polyfluoroalkyl substances (“PFAS”) arising out of pre-July 1, 2015 conduct (i.e., “Indemnifiable Losses”, as defined in the separation agreement, dated as of June 26, 2015, as amended, between EID and Chemours (the “Separation Agreement”)) until the earlier to occur of: (i) December 31, 2040; (ii) the day on which the aggregate amount of Qualified Spend is equal to $4,000; or, (iii) a termination in accordance with the terms of the MOU (e.g., non-performance of the escrow funding requirements pursuant to the MOU by any party). As defined in the MOU, Qualified Spend includes:

The parties have agreed that, during the term of the cost-sharing arrangement, Chemours will bear half of the cost of such future potential legacy PFAS liabilities, and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4,000. Any recoveries of Qualified Spend from DuPont and/or Corteva under the cost-sharing arrangement will be recognized as an offset to the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when realizable. Any Qualified Spend incurred by DuPont and/or Corteva under the cost-sharing arrangement will be recognized in the Company’s cost of goods sold or selling, general, and administrative expense, as applicable, when the amounts of such costs are probable and estimable or expensed as incurred with respect to period costs, such as legal expenses. During the year ended December 31, 2021, the Company incurred expenditures subject to cost-sharing as Qualified Spend under the MOU of approximately $100, half of which is subject to recovery from DuPont and Corteva. During the year ended December 31, 2021, the Company received $36 of recoveryfrom DuPont and Corteva.

After the term of this arrangement, Chemours’ indemnification obligations under the Separation Agreement would continue unchanged, subject in each case to certain exceptions set out in the MOU. Pursuant to the terms of the MOU, the parties have agreed to release certain claims regarding Chemours’ Delaware lawsuit and confidential arbitration (concerning the indemnification of specified liabilities that EID assigned to Chemours in its spin-off), including that Chemours has released any claim set forth in the complaint filed in the Delaware lawsuit, any other similar claims arising out of or resulting from the facts recited by Chemours in the complaint or the process and manner in which EID structured or conducted the spin-off, and any other claims that challenge the spin-off or the assumption of Chemours Liabilities (as defined in the Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set out in the MOU. The parties have further agreed not to bring any future, additional claims regarding the Separation Agreement or the MOU outside of arbitration.

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

The parties will cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.

In the Separation, ~~DuPont~~EID assigned its asbestos docket to Chemours. At December 31, ~~2019~~2021 and ~~2018,~~2020, there were approximately ~~1,100~~1,000 and ~~1,300~~ 1,100lawsuits pending against ~~DuPont~~EID alleging personal injury from exposure to ~~asbestos.~~asbestos, respectively. These cases are pending in state and federal court in numerous jurisdictions in the U.S. and are individually set for trial. A small number of cases are pending outside of the U.S. Most of the actions were brought by contractors who worked at sites between the 1950s and the 1990s. A small number of cases involve similar allegations by ~~DuPont~~EID employees or household members of contractors or ~~DuPont~~EID employees. Finally, certain lawsuits allege personal injury as a result of exposure to ~~DuPont~~EID products.

At December 31, ~~2019~~2021 and ~~2018,~~2020, Chemours had ~~an accrual~~accruals of ~~$34~~$33 and ~~$37~~ $34related to these matters, respectively.

In the Separation, ~~DuPont~~EID assigned its benzene docket to Chemours. At December 31, ~~2019~~2021 and ~~2018~~2020, there were 1619 and 1917 cases pending against ~~DuPont~~EID alleging benzene-related illnesses, respectively. These cases consist of premises matters involving contractors and deceased former employees who claim exposure to benzene while working at ~~DuPont~~EID sites primarily in the 1960s through the 1980s, and product liability claims based on alleged exposure to benzene found in trace amounts in aromatic hydrocarbon solvents used to manufacture ~~DuPont~~EID products such as paints, thinners, and reducers.

Management believes that a loss is reasonably possible as to the docket as a whole; however, given the evaluation of each benzene matter is highly fact-driven and impacted by disease, exposure, and other factors, a range of such losses cannot be reasonably estimated at this time.

In May 2021, the Company and EID filed suit in Delaware state court against multiple insurance companies for breach of their contractual obligations to indemnify Chemours and EID against liabilities, costs and losses relating to benzene litigation which are covered under liability insurance policies purchased by EID during the period 1967 to 1986. EID and Chemours are seeking payment of all costs and settlement amounts for past and future benzene cases falling under those policies. The outcome of this matter is not expected to have a material impact on Chemours’ results of operations or financial position.

Chemours does not, and has never, used “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) as a polymer processing aid ~~and/or~~nor sold it as a commercial product. Prior to the Separation, the performance chemicals segment of ~~DuPont~~EID made PFOA at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) and used PFOA as a processing aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites, including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey; Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours.

At December 31, ~~2019~~2021 and ~~2018,~~2020, Chemours maintained accruals of ~~$20~~$23 and ~~$22,~~$21, respectively, related to PFOA matters under the Leach Settlement, ~~as discussed below. These accruals relate to DuPont’s~~EID’s obligations under agreements with the U.S. Environmental Protection Agency ~~(“EPA”~~(the “EPA”), and voluntary commitments to the New Jersey Department of Environmental Protection ~~(“NJ~~(the “NJ DEP”). These obligations and voluntary commitments include surveying, sampling, and testing drinking water in and around certain Company sites, and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the state or the national health advisory. The Company will continue to work with ~~the~~ EPA and other authorities regarding the extent of work that may be required with respect to these matters.

In 2004, ~~DuPont~~EID settled a class action captioned Leach v. DuPont, filed in West Virginia state court, alleging that approximately 80,000 residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. Among the settlement terms, ~~DuPont~~EID funded a series of health studies by an independent science panel of experts (“C8 Science Panel”) to evaluate available scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and disease.

The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia, kidney cancer, testicular cancer, thyroid disease, ulcerative colitis, and diagnosed high cholesterol. Under the terms of the settlement, ~~DuPont~~EID is obligated to fund up to $235 for a medical monitoring program for eligible class members and pay the administrative costs associated with the program, including class counsel fees. The court-appointed Director of Medical Monitoring implemented the program, and testing is ongoing with associated payments to service providers disbursed from an escrow account which the Company replenishes pursuant to the settlement agreement. ~~As of~~Through December 31, ~~2019,~~2021, approximately $1.7 has been disbursed from escrow related to medical monitoring. While it is reasonably possible that the Company will incur additional costs related to the medical monitoring program, such costs cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class members and the scope of testing.

In addition, under the Leach settlement agreement, ~~DuPont~~EID must continue to provide water treatment designed to reduce the level of PFOA in water to 6 area water districts and private well users. At ~~separation,~~Separation, this obligation was assigned to Chemours, and ~~$20~~$23 and ~~$22~~$21 was accrued for these matters at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively.

Further, under the Leach settlement, class members may pursue personal injury claims against ~~DuPont~~EID only for those diseases for which the C8 Science Panel determined a probable link exists. Approximately 3,500 lawsuits were subsequently filed in various federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation (“MDL”) in Ohio federal court. These were resolved in March 2017 when ~~DuPont~~EID entered into an agreement settling all MDL cases and claims, including all filed and unfiled personal injury cases and claims that were part of the plaintiffs’ counsel’s claims inventory, as well as cases tried to a jury verdict (“(the “First MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by ~~DuPont.~~EID.

Concurrently with the First MDL Settlement, ~~DuPont~~EID and Chemours agreed to a limited sharing of potential future PFOA costs ~~(indemnifiable losses,~~(i.e., “Indemnifiable Losses”, as defined in the ~~separation agreement~~Separation Agreement between ~~DuPont~~EID and Chemours) for a period of five years. ~~During that five-year period, Chemours will annually pay future PFOA costs up~~The cost-sharing agreement entered concurrently with the First MDL Settlement has been superseded by the binding MOU addressing certain PFAS matters and costs. For more information on this matter refer to ~~$25~~“Memorandum of Understanding (the “MOU”) with Dupont, Corteva and if such amount is exceeded, DuPont will pay any excess amount up to the next $25 (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess costs under the terms of the separation agreement. After the five-year period,EID” within this ~~limited sharing agreement will expire,~~“Note 22 – Commitments and Chemours’ indemnification obligations under the separation agreement will continue unchanged. Chemours has also agreed that it will not contest its indemnification obligations to DuPont under the separation agreement for PFOA costs on the basis of defenses generally applicable to the indemnification provisions under the separation agreement, including defenses relating to punitive damages, fines or penalties, or attorneys’ fees, and waives any such defenses with respect to PFOA costs. Chemours has, however, retained other defenses, including as to whether any particular PFOA claim is within the scope of the indemnification provisions of the separation agreement.Contingent Liabilities”.

While all MDL lawsuits were dismissed or resolved through the First MDL Settlement, the First MDL Settlement did not resolve PFOA personal injury claims of plaintiffs who did not have cases or claims in the MDL or personal injury claims based on diseases first diagnosed after February 11, 2017. ~~Since~~Approximately 96 plaintiffs filed matters after the ~~resolution~~First MDL Settlement. In January 2021, EID and Chemours entered into settlement agreements with counsel representing these plaintiffs, providing for a settlement of all but one of the ~~MDL, approximately 61 personal injury cases have been~~96 then filed and ~~are~~ pending cases, as well as additional pre-suit claims, under which those cases and claims of settling plaintiffs were resolved for approximately $83 (the “Second MDL Settlement”). Chemours contributed approximately $29, and DuPont and Corteva each contributed approximately $27 to the Second MDL Settlement which were paid during the year ended December 31, 2021.

The single matter not included in ~~West Virginia or Ohio courts alleging status as~~the Second MDL Settlement is a ~~Leach class member. These cases are consolidated before~~testicular cancer case tried in March 2020 to a verdict of$40 in compensatory and emotional distress damages and $10 in loss of consortium damages. The jury found that EID’s conduct did not warrant punitive damages. In March 2021, the ~~MDL court. A 2-plaintiff~~ trial ~~commenced in January 2020,~~court issued post trial rulings which reduced the consortium damages to $0.25. The Company has appealed the verdict. Management believes that the probability of a loss regarding the verdict is remote, given numerous meritorious grounds for pending post-trial motions and ~~a 6-plaintiff trial is scheduled for June 2020.~~appeal.

In February 2018, the State of Ohio initiated litigation against ~~DuPont~~EID regarding historical PFOA emissions from the Washington Works site. Chemours is an additional named defendant. Ohio alleges damage to natural resources and fraudulent transfer in the spin-off that created Chemours and seeks damages including remediation and other costs and punitive damages.

EID and Chemours have received governmental and regulatory inquiries and have been named in other litigations, including class actions, brought by individuals, municipalities, businesses, and water districts alleging exposure to and/or contamination from ~~perfluorinated and polyfluorinated compounds (“PFAS”),~~PFAS, including PFOA. Many actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined ~~DuPont’s~~EID’s requests for indemnity for fraudulent transfer claims.

InChemours has responded to letters and inquiries from governmental law enforcement entities regarding PFAS, including in January 2020, ~~Chemours received~~ a letter informing it that the U.S. Department of Justice, Consumer Protection Branch, and the United States Attorney’s Office for the Eastern District of Pennsylvania are considering whether to open a criminal investigation under the Federal Food, Drug, and Cosmetic Act and asking that it retain its documents regarding PFAS and food contact applications. ~~Based upon the letter, we are~~In July 2020, Chemours received a grand jury subpoena for documents. The Company is presently unable to predict the duration, scope, or result of any potential governmental, criminal, or civil proceeding that may result, the imposition of fines and penalties, and/or other remedies. ~~We are~~The Company is also unable to develop a reasonable estimate of a possible loss or range of losses, if any.

~~(Dollars in millions, except per share amounts and par values)~~Fayetteville Works, Fayetteville, North Carolina

For information regarding the Company’s ongoing litigation and environmental remediation matters at Fayetteville, refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview” within this “Note 22 – Commitments and Contingent Liabilities”.

Chemours does not, and has never, manufactured nor sold aqueous film forming foam (“AFFF”). ~~DuPont~~Numerous defendants, including EID and Chemours, have been named in ~~154~~approximately 2,000 matters, involving AFFF, which is used to extinguish hydrocarbon-based (i.e., Class B) fires and subject to U.S. military specifications. Most matters have been transferred to or filed directly into a ~~multidistrict~~multi-district litigation (“AFFF MDL”) in South Carolina federal court or identified by a party for transfer. The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases due to migration from military installations or airports, or personal injury from exposure to AFFF. Plaintiffs seek to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the contamination. Others have claims for personal injury, property diminution, and punitive damages.

In March 2021, ten water provider cases within the AFFF MDL were approved by the court for purposes of commencing initial discovery (Tier One discovery) and in October 2021, the court approved three of these cases for additional discovery (Tier Two discovery). Upon conclusion of Tier Two discovery, one of the three water provider cases will be selected for the first bellwether trial, with the case being called for jury selection and/or trial on or after January 1, 2023.

There are 8 AFFF lawsuits ~~currently~~ pending outside the AFFF MDL that have not been designated by a party for inclusion in the MDL. These matters identifying EID and/or Chemours as a defendant are:

Valero Refining (“Valero”) has ~~six~~five pending state court lawsuits filed commencing in June 2019 regarding its Tennessee, Texas, Oklahoma, California, and Louisiana facilities. These lawsuits allege that several defendants that designed, manufactured, marketed, and/or sold AFFF or PFAS incorporated into AFFF have caused Valero to incur damages and costs including remediation, AFFF disposal, and replacement. Valero also alleges fraudulent transfer.

In August 2019, a putative class action was filed in Alaska state court seeking class status for property owners whose groundwater has been contaminated by AFFF use at Fairbanks International Airport, a nearby fire training facility, and other state operations.~~Damages sought include cost of remediation, monitoring, medical monitoring, diminution of property value, cost of replacement water, and punitive damages. Plaintiffs also allege fraudulent transfer.~~

In ~~September 2019,~~New York, four individuals filed a lawsuit ~~alleging~~against numerous defendants including Chemours. The lawsuit alleges personal injury resulting from exposure to AFFF in Long Island drinking water ~~was filed by 4 individuals in New York state court.Plaintiffs also allege~~and violation of New York Uniform Fraudulent Conveyance ~~Act and~~Act. Plaintiffs seek compensatory and punitive damages and medical monitoring. 

In Texas, a lawsuit was filed against numerous defendants including Chemours, DuPont and Corteva. The lawsuit alleges personal injury from occupational exposure to AFFF. Plaintiffs seek compensatory and punitive damages.

In addition to the State of New Jersey actions (as detailed below) and the State of Ohio action (as detailed above), the states of Vermont, New Hampshire, New York, Michigan, North Carolina, Mississippi, Alaska and ~~Michigan~~Pennsylvania have filed lawsuits against defendants, including ~~DuPont~~EID and Chemours, relating to the alleged contamination of state natural resources with PFAS compounds either from AFFF and/or other ~~unidentified~~ sources. These lawsuits seek damages including costs to investigate, clean up, restore, treat, monitor, or otherwise respond to contamination toof natural resources. The lawsuits include counts for fraudulent transfer.

Chemours has engaged with the State of Delaware regarding potential similar causes of action for PFAS and other contaminants. On July 13, 2021, Chemours, DuPont, Corteva, and EID entered into a settlement agreement with the State of Delaware to settle such potential claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Under the agreement, in January 2022, the companies paid a total amount of $50 to the State of Delaware, which shall be utilized to fund a Natural Resources and Sustainability Trust (the “Trust”) to be used for environmental restoration and enhancement of resources, sampling and analysis, community environmental justice and equity grants, and other natural resource needs. Chemours contributed $25 to the settlement and the remaining $25 was divided between DuPont and Corteva which shall be treated as Qualified Spend under the MOU. If the companies enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $50, the companies may be required to make one or more supplemental payment(s) directly to the Trust, with such payment(s) not to exceed $25 in the aggregate. At this time, the Company has concluded the probability of loss as to any supplemental payment(s) under the settlement agreement to be remote.

~~DuPont~~In New York courts, EID has ~~also~~ been named in approximately 5140 lawsuits, ~~pending in New York courts,~~ which are not part of the Leach class, brought by individual plaintiffs alleging negligence and other claims in the release of PFAS, including PFOA, into drinking water ~~and seeking medical monitoring, compensatory, and punitive damages~~ against current and former owners and suppliers of a manufacturing facility in Hoosick Falls, New York. NaN ~~other~~additional lawsuits ~~in New York~~ have been filed by a business seeking to recover its losses and by nearby property owners and residents in a putative class ~~action~~action. The lawsuit filed by the business was dismissed, but the claims by the individual business owner were allowed to proceed. Furthermore, 13 Long Island water suppliers have filed lawsuits against several defendants including EID and Chemours alleging PFAS, PFOA, and PFOS contamination through releases from industrial and manufacturing facilities and business locations where PFAS-contaminated water was used for irrigation andsites where consumer products were disposed. Claims vary between matters but include claims of personal injury alleging various disease conditions, product liability, negligence, nuisance, trespass and fraudulent transfer. All matters are seeking ~~medical monitoring,~~ compensatory and punitive damages and, in certain cases, medical monitoring, declaratory and/or injunctive relief. In January 2022, Chemours filed a third-party claim for indemnity in connection with one of the Long Island water supplier matters.

In ~~May 2017,~~New York and New Jersey, lawsuits were filed by Suez Water against several defendants, including EID and Chemours, alleging damages from PFAS releases into the environment, including PFOA and PFOS, that impacted water sources that the utilities use to provide water, as well as products liability, negligence, nuisance, and trespass. Defendants filed motions to dismiss the complaints in both matters. The motion was denied in the Suez Water New Jersey lawsuit in October 2021. In January 2022, the court granted defendants’ motion to dismiss in the Suez New York lawsuit without prejudice and the plaintiff filed a second amended complaint in February 2022.

In New Jersey, lawsuits were filed against several defendants including EID and Chemours.The lawsuits include 8 lawsuits alleging that defendants are responsible for PFAS contamination, including PFOA and PFOS, in groundwater and drinking water. In addition, 6 lawsuits were filed alleging exposure to PFAS and other chemicals, including 2 lawsuits by parents on behalf of their adult children claiming pre-natal exposure, resulted in the children’s cognitive delays, neurological, genetic, and autoimmune conditions. Furthermore, 4 additional lawsuits were filed with similar allegations of personal injury. Plaintiffs seek certain damages including putative damages.

In Georgia and Alabama lawsuits were filed against numerous carpet manufacturers and suppliers and former suppliers, including EID and Chemours. The lawsuits include a matter filed by the Water Works and Sewer Board of the Town of Centre, Alabama and a matter filed ~~suit against numerous carpet manufacturers located in Dalton,~~by the City of Rome, Georgia ~~and suppliers and former suppliers, including DuPont, in Alabama state court. The complaint alleges~~alleging negligence, nuisance, and trespass in the release of PFAS, including PFOA, into a river leading to the town’s water ~~source, and seeks compensatory and punitive damages.~~

In February 2018, the New Jersey-American Water Company, Inc. (“NJAW”) filed suit against DuPont and Chemours in New Jersey federal court alleging that discharges in violation of the New Jersey Spill Compensation and Control Act (“Spill Act”), were made into groundwater utilized in the NJAW Penns Grove water system. NJAW alleges that damages include costs associated with remediating, operating, and maintaining its system, and attorney fees.

~~In October 2018,~~source. Additionally, a putative class action was filed inon behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department alleging negligence and nuisance and related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources.

In Ohio, ~~federal court~~ a putative class action was filedagainst several defendants including 3M, ~~DuPont,~~EID and Chemours ~~and other defendants~~ seeking class action status for U.S. residents having a detectable level of PFAS in their blood serum. The complaint seeks declaratory and injunctive relief, including the establishment of a “PFAS Science ~~Panel.”~~Panel”.

In ~~December 2018,~~California, several lawsuits were filed in state court against several defendants, including EID and Chemours. The lawsuits include matters filed byGolden State Water Company, 11 southern California public water systems, the City of Corona, California and the Corona Utility Authoritythat allege manufacturers of PFOA and PFOS are responsible for contaminating the drinking water supply. An additional matter was filed by the Atascadero Mutual Water Company in San Luis Obispo County, California alleging damages to drinking water supply from PFAS releases, including PFOA and PFOS, into the environment. The Golden State Water Company matter was dismissed on defendants’ motion regarding jurisdiction grounds.

In Delaware, a putative class action was filed against two electroplating companies, 3M and EID, alleging responsibility for PFAS contamination, including PFOA and PFOS, in drinking water and the environment in the nearby community. Although initially named in the lawsuit, Chemours was subsequently dismissed. The putative class of residents alleges negligence, nuisance, trespass, and other claims and seeks medical monitoring, personal injury and property damages, and punitive damages.

In West Virginia, a lawsuit was filed by the Weirton Area Water Board and City of Weirton, West Virginia, against several defendants including EID and Chemours alleging PFAS, PFOA and PFOS contamination through releases from the manufacture, sale, and use of PFAS and from facilities owned by AccelorMittal. The matter was transferred to the AFFF MDL in January 2021.

In Maine, the owners of a dairy farm filed a lawsuit ~~in Maine state court~~ against ~~numerous~~several defendants including ~~DuPont~~EID and Chemours alleging that their dairy farm was contaminated by PFAS, including perfluorooctanesulfonic acid (“PFOS”) and PFOA present in treated municipal sewer sludge used in agricultural spreading applications on their farm. ~~The complaint asserts negligence, trespass, and other tort and state statutory claims and seeks damages.~~This lawsuit has since been dismissed.

In ~~May 2019,~~the Netherlands, Chemours, along with DuPont and Corteva, received a ~~putative class action was~~civil summons filed ~~in Delaware state court against two electroplating companies alleging~~before the Court of Rotterdam by four municipalities (Dordrecht, Papendrecht, Sliedrecht and Molenlanden) seeking liability declarations relating to the Dordrecht site’s operations and emissions. Chemours reviewed the summons and filed a statement of defense during the fourth quarter of 2021. At this time, management believes that ~~they are responsible~~a loss related to this matter is remote.

Chemours Washington Works discharges, through outfalls at the site, wastewater and stormwater pursuant to a National Pollutant Discharge Elimination System (“NPDES”) permit issued by the West Virginia Department of Environmental Protection (“WV DEP”). In connection with actions being taken by Chemours to comply with certain NPDES effluent limits, including for ~~PFAS contamination, including~~ PFOA and ~~PFOS, in drinking~~hexafluoropropylene oxide dimer acid, Chemours submitted a permit modification to WV DEP relating to groundwater abatement for certain process water used at the facility, a temperature reduction project and realigning discharge flows to certain outfalls. In July 2021, EPA provided a specific objection to the draft modification based on Clean Water Act (“CWA”) regulations and requirements. 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 September 2021, WV DEP issued a further NPDES modification, including for the operation of an abatement unit from the site’s Ranney Well, and the ~~environment in the nearby community.~~ site is taking additional actions to reduce PFAS discharges associated with wet weather flows and continuing to assess future stormwater discharges and permitting.

The ~~suit also names 3M, DuPont, and~~ Chemours ~~asserting they sold PFAS containing materials~~Company

Notes to the ~~electroplating companies. The putative class of residents alleges negligence, nuisance, trespass,~~Consolidated Financial Statements

(Dollars in millions, except per share amounts and ~~other claims and seeks medical monitoring, personal injury and property damages, and punitive damages.~~par values)

~~Commencing~~in August 2019, 8 Long Island water suppliers filed lawsuits in New York federal court against defendants including DuPont and Chemours regarding alleged PFAS, PFOA, and PFOS contamination through releases from industrial and manufacturing facilities and business locations where PFAS-contaminated water was used for irrigation and~~sites where consumer products were disposed.~~ ~~The complaints allege products liability, negligence, nuisance, trespass, and fraudulent transfer.~~ ~~Plaintiffs seek declaratory and injunctive relief as well as compensatory andpunitive damages.~~

In November 2019, 30 residents filed a lawsuit in New Jersey state court against DuPont, Chemours, and other defendants alleging that they are responsible for PFAS contamination including PFOA and PFOS in groundwater and drinking water. Plaintiffs have claims for medical monitoring, property value diminution, trespass, and punitive damages.

In November 2019, the City of Rome, Georgia filed suit against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence, nuisance, and trespass in the release of perfluorinated compounds, including PFOA, into a river leading to the town’s water source. City of Rome alleges damages to property and lost profits, and expenses for abatement and remediation and punitive damages.

In December 2019, a putative class action was filed in Georgia state court on behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence and nuisance and related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources. Damages sought include compensatory damages for increased water surcharges as well as punitive damages and injunctive relief for abatement and remediation.

In March 2019, ~~the~~ NJ DEP issued two Directives and filed 4 lawsuits against Chemours and other defendants. The Directives are: (i) a state-wide PFAS Directive issued to ~~DuPont,~~EID, DowDuPont, DuPont Specialty Products USA (“DuPont SP USA”), Solvay S.A., 3M, and Chemours seeking a meeting to discuss future costs for ~~PFAS related~~PFAS-related costs incurred by ~~the~~ NJ DEP and establishing a funding source for such costs by the Directive recipients, and information relating to historic and current use of certain PFAS compounds; and, (ii) a Pompton Lakes Natural Resources Damages (“NRD”) Directive to ~~DuPont~~EID and Chemours demanding $0.1 to cover the cost of preparation of a natural resource damage assessment plan and access to related documents.

The lawsuits filed in New Jersey state courts by ~~the~~ NJ DEP are: (i) in Salem County, against ~~DuPont,~~EID, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, the Water Pollution Control Act (“WPCA”), the Industrial Site Recovery Act (“ISRA”), and common law regarding past and present operations at Chambers Works, a site assigned to Chemours at ~~separation~~Separation; (ii) in Middlesex County, against ~~DuPont,~~EID, DuPont SP USA, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, ISRA, WPCA, and common law regarding past and present operations at Parlin, ~~a DuPont~~an EID owned site; (iii) in Gloucester County, against ~~DuPont~~EID and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Repauno, a non-operating remediation site assigned to Chemours at ~~separation~~Separation which has been sold; and, (iv) in Passaic County, against ~~DuPont~~EID and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Pompton Lakes, a non-operating remediation site assigned to Chemours at ~~separation.~~Separation. The alleged pollutants listed in the Salem County and Middlesex County matters above include PFAS. Each lawsuit also alleges fraudulent transfer.

In August 2020, a Second Amended Complaint was filed in each matter, adding fraudulent transfer and other claims against DuPont SP USA, Corteva, Inc., and DuPont. For the Salem County matter, NJ DEP added claims relating to failure to comply with state directives, including the state-wide PFAS Directive.

The matters were removed to federal court and consolidated for case management and pretrial purposes. In December 2021, the federal court entered a consolidated order granting, in part, and denying, in part, a motion to dismiss or strike parts of the Second Amended Complaints. In January 2022, NJ DEP filed a motion for a preliminary injunction requiring EID and Chemours to establish a remediation funding source (“RFS”) in the amount of $943 for the Chambers Works site, the majority of which is for non-PFAS remediation items. Chemours is evaluating the motion and, subject to the discussions regarding overall remediation costs under “Environmental Overview” within this Note 22 – Commitments and Contingent Liabilities, management believes that a loss is reasonably possible, but not estimable at this time, due to various reasons, including that the motion is in its early stages and there are significant factual issues and legal questions to be resolved.

EID requested that Chemours defend and indemnify it in these matters. Chemours has accepted the indemnity and defense of EID while reserving rights and declining ~~DuPont’s~~EID’s demand as to matters ~~under~~involving other EID entities, as well as ISRA and fraudulent transfer, ~~or involving other DuPont entities.~~subject to the terms of the MOU.

~~Management~~With the exception of the matters noted otherwise above, management believes that it is reasonably possible that the Company could incur losses related to PFOA and/or PFAS matters in excess of amounts accrued, but any such losses, which could be material, are not estimable at this time due to various reasons, including, among others, that such matters are in their early stages and have significant factual issues to be resolved.

There are six lawsuits, including ~~one~~a putative class action, ~~in which class certification was denied,~~ pending against ~~DuPont~~EID by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. Several of the lawsuits allege that Chemours is now responsible for ~~DuPont~~EID environmental liabilities. The lawsuits include allegations for personal injury damages, property diminution, and other damages. At ~~separation, DuPont~~Separation, EID assigned Chemours its former plant site, which is located south of the residential portion of the Superfund area, and its responsibility for the environmental remediation at the Superfund site. In one of the six lawsuits, pursuant to a March 2021 court decision, there are no current pending claims against EID or Chemours. In four of the other lawsuits, pursuant to August 2021 and September 2021 court decisions, the court granted defendants’ motion to dismiss and plaintiffs have filed motions for leave to file amended complaints. Management believes a loss is reasonably possible, but not estimable at this time due to various reasons including, among others, that such matters are in their early stages and have significant factual issues to be resolved.

In October 2019, ~~two~~a putative class action ~~complaints were~~was filed in Delaware federal court ~~alleging that~~against Chemours and certain of its ~~officers~~officers. Following appointment of lead plaintiff, the New York State Teachers’ Retirement System, and counsel, the plaintiff filed an amended complaint alleging that the defendants violated the Securities and Exchange Act of 1934 by making materially false and misleading statements and omissions in public disclosures regarding environmental liabilities and litigation matters assigned to Chemours in connection with its spin-off from ~~DuPont.~~EID. The ~~complaints seek~~amended complaint seeks a class of purchasers of Chemours stock between February 16, 2017 and August 1, 2019 and ~~allege~~demands compensatory damages and fees.

Commencing in July 2020, follow-on derivative lawsuits were filed by individual shareholders in Delaware courts against Chemours, its directors, and certain of its officers. The ~~Company believes~~lawsuits rely on factual allegations similar to those in the ~~allegations are without merit~~securities action discussed above and ~~intends to vigorously defend against them. In January 2020,~~allege breach of fiduciary duty and other claims. On November 1, 2021, those derivative lawsuits filed in the ~~court appointed a lead plaintiff for~~Delaware Court of Chancery were dismissed in their entirety and the ~~consolidated litigation and set a schedule providing for the filing of a consolidated amended complaint in March 2020.~~matter is now closed.

Management believes that it is not possible at this time to reasonably assess the outcome of ~~this~~the federal court litigation or to estimate the loss or range of loss, if any, as the ~~matter is~~matters are in the early stages with significant issues to be resolved. The Company believes that it has applicable insurance, and coverage has been accepted by the primary insurance carrier with a reservation of rights for the putative class action matter. If the Company were not to prevail in the ~~litigation,~~litigations and were to fail to secure insurance coverage or ample insurance coverage, the impact could be material to the Company’s results of operations, financial position, and cash flows.

~~In March 2018,~~The Company had a ~~civil association in Mexico filed a complaint against the government authorities involved in the permitting process of the Company’s new~~ Mining Solutions facility ~~under construction~~ in Gomez Palacio, Durango, ~~Mexico. The claimant sought and obtained a suspension from the district judge to stop the Company’s construction work. The suspension~~Mexico, which was subsequently lifted on appeal, and the matter is before the Supreme Court of Mexico. A second similar complaint was filed in September 2019 and, again, a suspension of construction was granted. Chemours has filed an appeal. In the event that the suspension of construction is ultimately upheld, the Company would incur $26 of contract termination fees with a third-party services provider.

~~At December 31, 2019 the Company had $144 long-lived assets~~ under construction ~~at the facility, $7 of other related prepaid costs,~~ and ~~$51 of the Company’s goodwill assigned to~~included in the Mining Solutions ~~reporting unit. Management believes these amounts are recoverable as~~Transaction. As of December 31, ~~2019.~~2021, all assets at the Mining Solutions facility in Gomez Palacio, Durango, Mexico have transferred ownership as part of the Mining Solutions Transaction which is further discussed in “Note 4 – Acquisitions and Divestitures”. Additionally, all pending litigation was contractually transferred, pending assignment of those cases before the court. The Company is not required to indemnify costs associated with any future litigation matters.

Chemours, due to the terms of the Separation-related agreements with ~~DuPont,~~EID, is 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 ~~DuPont’s~~EID’s activities before it spun-off Chemours. Much of this liability results from ~~CERCLA,~~the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”, often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and ~~global~~foreign laws. These laws may require Chemours to undertake certain investigative, remediation, and restoration activities at sites where ownership was transferred to Chemours ~~conducts or once conducted operations~~under the Separation-related agreements or at sites where ~~Chemours-generated~~EID-generated waste was ~~disposed.~~disposed before the 2015 separation. The accrual also includes estimated costs related to a number of sites identified for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.

Chemours accrues for remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. Estimated liabilities are determined based on existing remediation laws and technologies and the Company’s planned remedial responses, which are derived from ~~in-depth~~ environmental studies, sampling, testing, and analyses. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies. These accruals are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available. Environmental liabilities and expenditures include claims for matters that are liabilities of ~~DuPont~~EID and its subsidiaries, which Chemours may be required to indemnify pursuant to the ~~separation-related~~Separation-related agreements. These accrued liabilities are undiscounted and do not include claims against third parties. Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued.

The following table sets forth the ~~components of the~~ Company’s environmental remediation liabilities at December 31, ~~2019~~2021 and ~~2018, and~~2020 for the ~~five~~four sites that are deemed the most significant, ~~by management, including Fayetteville as further discussed below.~~together with the aggregate liabilities of the 69 other sites.

~~The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance sheet locations at December 31, 2019 and 2018.~~

The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities at December 31, 2021 and 2020.

Typically, the time-frame for a site to go through all phases of remediation (investigation and active clean-up) may take about 15 to 20 years, followed by several years of operation, maintenance, and monitoring (“OM&M&M”) activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, and diverse regulatory requirements, as well as the presence or absence of other potentially responsible parties. In addition, for claims that Chemours may be required to indemnify ~~DuPont~~EID pursuant to the Separation-related agreements, Chemours, through ~~DuPont,~~EID, has limited available information for certain sites or is in the early stages of discussions with regulators. For these sites in particular, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately ~~$530~~$660 above the amount accrued at December 31, ~~2019.~~2021.

For the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, Chemours incurred environmental remediation expenses of ~~$200, $101,~~$269, $71, and ~~$48,~~ $200,respectively.

On October 18, 2021, EPA released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS. The PFAS Strategic Roadmap sets timelines by which EPA plans to take specific actions through 2024, including establishing a national primary drinking water regulation for PFOA and PFOS and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions. As provided under its roadmap, EPA also released on the same day its National PFAS Testing Strategy, under which the agency will identify and select certain PFAS compounds for which it will require PFAS manufacturers to conduct testing pursuant to the Toxic Substances Control Act (“TSCA”) orders. EPA has indicated that Chemours will receive orders for certain of such compounds, including seven of the testing orders will be issued for PFAS compounds alleged to be associated with Fayetteville. On October 25, 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. Under the PFAS Strategic Roadmap, EPA indicated they plan to develop non-regulatory drinking water health advisories for certain PFAS compounds that have final EPA toxicity assessments, including GenX compounds in the Spring of 2022. The Company is currently evaluating the impact of EPA’s final toxicity assessment, including new data and analysis utilized by the agency, and has met with the agency to discuss process-related and technical concerns about the assessment. It is reasonably possible that additional costs could be incurred in connection with EPA’s actions, however, the Company cannot estimate the potential impact or additional cost due to the uncertainties on the potential drinking water health advisories or other actions. The environmental remediation liabilities recorded for Fayetteville and certain other sites, such as Washington Works, Parkersburg, West Virginia and Chambers Works, Deepwater, New Jersey as of December 31, 2021 are based upon the existing Consent Orders, agreements and/or voluntary commitments with EPA, state and other local regulators and depending on the ultimate outcome of EPA’s actions, could require adjustment to meet higher drinking water standards.

Fayetteville has been in operation since the 1970s and is located next to the Cape Fear River southeast of the City of Fayetteville, North Carolina. Hexafluoropropylene oxide dimer acid (“HFPO Dimer ~~Acid,”~~Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”) is manufactured at Fayetteville. The Company has operated the site since its ~~separation~~Separation from ~~DuPont~~EID in 2015.

~~The~~While the Company believes that discharges from Fayetteville to the Cape Fear River, site surface water, groundwater, and air emissions have not impacted the safety of drinking water in North ~~Carolina. The~~Carolina, the Company is cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental ~~entities.~~entities including EPA.

Consent Order with North Carolina Department of Environmental Quality (“NC DEQ”)

In September 2017, ~~the~~ NC DEQ issued a 60-day notice of intent to suspend the ~~National Pollutant Discharge Elimination System (“NPDES”)~~NPDES permit for Fayetteville, and the State of North Carolina filed an action in North Carolina state court regarding site discharges, seeking a temporary restraining order and preliminary injunction, as well as other relief, including abatement and site correction. The state court entered a partial consent order resolving NC DEQ’s motion for a temporary restraining order.

In November 2017, NC DEQ informed the Company that it was suspending the NPDES permit for Fayetteville. The Company thereafter commenced the capture and separate disposal of all process wastewater from Fayetteville related to the Company’s own operations.

In June 2018, the North Carolina Legislature enacted legislation (i) granting the governor the authority, in certain circumstances, to require a facility with unauthorized PFAS discharges to cease operations, and (ii) granting the governor the authority, in certain circumstances, to direct ~~the~~ NC DEQ secretary to order a PFAS discharger to establish permanent replacement water supplies for parties whose water was contaminated by the discharge.

In July 2018, Cape Fear River Watch (“CFRW”), a non-profit organization, sued NC DEQ in North Carolina state court, seeking to require NC DEQ to take additional actions at Fayetteville. OnIn August ~~29,~~ 2018, CFRW sued the Company in North Carolina federal court for alleged violations of the ~~Clean Water Act (“CWA”)~~CWA and ~~the Toxic Substances Control Act (“TSCA”),~~TSCA, seeking declaratory and injunctive relief and penalties.

In February 2019, the North Carolina Superior Court for Bladen County approved a Consent Order (“CO”) between NC DEQ, CFRW, and the Company, resolving the State’s and CFRW’s lawsuits and other matters (including Notices of Violation (“NOVs”) issued by the State). Under the terms of the CO, Chemours paid $13 in March 2019 to cover a civil penalty and investigative costs and agreed to certain compliance measures (with stipulated penalties for failures to do so), including the following:

~~F-51~~In August 2020, NC DEQ, CFRW, and the Company reached agreement on the terms of an addendum to the CO (the “Addendum”), which includes procedures for implementing specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River. The Addendum also includes stipulated financial penalties, inclusive of daily and weekly fines for untimeliness in meeting deadlines for construction, installation, and other requirements, as well as intermittent performance-based fines for noncompliance in meeting PFAS loading reduction requirements and removal efficiency targets. After a period of public comment, the Addendum was approved by the North Carolina Superior Court for Bladen County on October 12, 2020. A Motion to Intervene filed by Cape Fear Public Utility Authority was denied.

The following table sets forth the on-site and off-site components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville at December 31, ~~2019~~2021 and ~~2018.~~2020.

The following table sets forth the current and long-term components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville ~~and their balance sheet locations~~ at December 31, ~~2019~~2021 and ~~2018.~~2020.

Fayetteville operates multiple permitted air discharge stacks, blowers, and vents as part of its manufacturing activities. A ~~thermal oxidizer (“TO”)~~TO became fully operational at the site on December 27, 2019, and Chemours switched to the permitted operating scenario for the TO on December 31, 2019 as set forth in the CO. The TO is designed to reduce aerial PFAS emissions from Fayetteville, and ~~within 90 days of installation,~~testing results showed that the TO is controlling PFAS emissions at an average efficiency exceeding 99.999%. Testing was conducted by Chemours and monitored by the North Carolina Division of Air Quality ~~will conduct testing~~(“NC DAQ”). The cost related to ~~confirm whether~~the installation of the TO ~~is destroying 99.99% of all PFAS air emissions routed to it, utilizing a 2017 baseline. Environmental costs are~~were capitalized ~~and subsequently depreciated if~~in accordance with the ~~costs extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations.~~ Company’s policy.

The CO requires the Company to provide permanent replacement drinking water supplies, including via connection to public water supply, whole building filtration units and/or RO units, to qualifying surrounding residents, businesses, schools, and public buildings with private drinking water wells. ~~The qualifying area residents whose~~Qualifying surrounding properties with private drinking water wells that have tested above the state provisional health goal of 140 parts per trillion ~~(ppt)~~(“ppt”) for GenX may be eligible for public water or a whole building filtration system. ~~Area residents whose~~Qualifying surrounding properties with private drinking water wells that have tested above 10 ppt for GenX or other perfluorinated compounds (“Table 3 Compounds”) are eligible for three under-sink RO units. The Company provides bottled drinking water to a ~~residence~~qualifying property when it becomes eligible for a replacement drinking water supply, and continues to provide delivery of bottled drinking water to ~~these homeowners~~the property until the eligible supply is established or installed. Under the terms of the CO, Chemours must make the offer to install a water treatment system to property owners in writing multiple times, and property owners have approximately one year to accept the Company’s offer before it expires.

The Company’s estimated liability for off-site replacement drinking water supplies is based on management’s assessment of the current facts and circumstances for this matter, which are subject to various assumptions that include, but are not limited to, the number of affected surrounding properties, response rates to the Company’s offer, the timing of expiration of offers made to the property owners, the type of water treatment systems selected (i.e., whole building filtration or RO units), the cost of the selected water treatment systems, and any related ~~operation, maintenance, and monitoring (“~~OM~~&M”)~~&M requirements, ~~assessed~~ fines and penalties, and other charges contemplated by the CO. For off-site drinking water supplies, OM&M is accrued for 20 years on an undiscounted basis based on the Company’s current plans under the CO. In September 2021, the Company entered into an agreement with Bladen County, North Carolina to fund public water system upgrades and connections associated with providing permanent replacement drinking water supplies under the CO.

At December 31, 2021 and 2020, the Company had $59 and $54 accrued, respectively, for off-site groundwater testing and water treatment system installations at qualifying third-party properties primarily in Bladen and Cumberland counties surrounding Fayetteville. Off-site installation, maintenance, and monitoring may be impacted by additional changes in estimates as actual experience may differ from management’s estimates. It is currently estimated that ~~$46~~$59 of disbursements related to off-site replacement drinking water supplies and toxicity studies will be made over approximately 20 ~~years~~years. .

On November 3, 2021, NC DEQ notified Chemours of the potential need to revise its off-site drinking water program under the CO in light of EPA’s recently published final toxicity assessment for GenX compounds and plan to develop a drinking water health advisory in the Spring of 2022. As discussed above, the Company cannot estimate the potential impact or additional cost due to the uncertainties on the potential EPA drinking water health advisories.

Also on November 3, 2021, NC DEQ sent a notice to Chemours regarding PFAS contamination from the Cape Fear River of groundwater monitoring wells and water supply wells in New Hanover County and potentially three other downstream counties based on new sampling data by NC DEQ and its determination of Chemours’ obligations for such contamination. NC DEQ directed Chemours to submit, within 90 days of receipt of the notice (due February 1, 2022), for its review and approval a comprehensive groundwater contamination assessment in such counties, as well as, an updated drinking water program to provide for sampling under the CO in such counties. The Company submitted its response on February 1, 2022, and accordingly, for the year ended December 31, 2021, the Company recorded $11 for the assessment and for sampling related to potential PFAS contamination of groundwater and supply of alternative drinking water in New Hanover and three other downstream counties. The liability is based on management’s preliminary assessment of the facts and circumstances for this matter. The estimated liability was based on certain assumptions, which management believes are reasonable under the circumstances and include, but are not limited to, implementation of the soil and groundwater assessment, the source and cause of PFAS contamination within the four counties, the estimated number of properties at which sampling is conducted and whether such property will qualify for an alternative drinking water supply, other potentially responsible parties and the method of long-term alternative water supply, if any.

Management’s estimate of the ultimate liability for this matter is dependent upon obtaining additional information, including, but not limited to, those items identified above. Given the level of uncertainties noted above, the Company is not able to provide a reasonable high-end estimate beyond the $11 accrued at December 31, 2021. The ultimate resolution of this matter could have a material adverse effect on the Company’s financial position, results of operations and cash flow.

Abatement and remediation measures already taken by Chemours, including the capture and ~~separate~~ disposal of its operations’ process wastewater and other interim actions, have addressed and abated nearly all PFAS discharges from the Company’s continuing operations at Fayetteville. However, the Company continues to have active dialogue with NC DEQ and other stakeholders regarding the potential remedies that are both economically and technologically feasible to achieve the CO and Addendum objectives related to the impact of site surface water and ~~groundwater.~~groundwater from historical operations.

In ~~the fourth quarter of~~ 2019, the Company completed and submitted its Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and ~~Corrective Action Plan (“CAP”)~~its CAP to NC DEQ. The Supplemental Information Report ~~provides~~provided information to support the evaluation of potential interim remedial options to reduce PFAS loadings to surface ~~waters, including interim alternatives.~~waters. The CAP ~~describes~~described potential long-term remediation activities to address PFAS in on-site groundwater and surface waters at the site, in accordance with the requirements of the CO and the North Carolina groundwater standards, and ~~builds on~~built upon the previous submissions to NC DEQ. The NC DEQ ~~has made~~received comments on the CAP ~~available~~during a public comment period, and the Company is awaiting formal response to the CAP from NC DEQ. With respect to the CO, the Addendum was approved by the North Carolina Superior Court for ~~public review~~Bladen County on October 12, 2020 and ~~comment until~~establishes the procedure to implement specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River, including construction of a barrier wall with a groundwater extraction system to be completed by March ~~6, 2020.~~15, 2023.

The Company’s estimated liability for the remediation activities that are probable and estimable is based on the CO, the Addendum, the CAP, and management’s assessment of the current facts and circumstances, which are subject to various assumptions including the transport pathways (being pathways by which PFAS reaches the Cape Fear River) which will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, the estimated cost of such potential remedies and treatment systems, ~~and~~ any related OM&M requirements, and other charges contemplated by the CO and the Addendum.

Following issuance of an NPDES permit by NC DEQ on September 18, 2020, the Company began operation of a capture and treatment system from the site’s old outfall channel on September 30, 2020. In January 2021, the operation of the old outfall treatment system was interrupted on two occasions, and notice was provided to NC DEQ of the low treatment flow conditions through the system. On January 26, 2021, the Company received an NOV from NC DEQ, alleging violations of the CO and the NPDES water permit arising from the design and operation of the treatment system related to the old outfall. The Company and its third-party service provider have taken, and continue to take, interim actions intended to improve the operation of the old outfall treatment system and address challenges posed by substantial rain events, sediment loading into the system, and variability in water influent conditions. In addition, the Company and its third-party service provider are actively working on long-term enhancements to the treatment system based on learnings from the recent challenges. An incremental $64 was accrued in 2021, representing approximately $3 per year for 20 years of estimated operation of the system, primarily related to the probable enhancements and the long-term operation of the water treatment system in accordance with the requirements of the CO. System enhancements completed or being implemented consist of a holding pond, installation of new ultra-filtration units and additional water pretreatment equipment which is anticipated to be completed by the second quarter of 2022.

In 2021, work commenced on the detailed engineering design of the barrier wall and refinement of models for the planned groundwater extraction system. Engineering designs for the Company’s major construction projects are typically reviewed at 30, 60 and 90% complete. In June 2021, the Company reviewed the 30% complete design and associated preliminary vendor estimates for the construction and operation of a barrier wall and groundwater treatment system at Fayetteville. Following the completion of the 30% design, the Company recorded $109 of additional accrual as further discussed below.

The ~~CAP also addresses remediation~~current planned construction site of the future barrier wall, that will address both on-site groundwater and ~~proposes~~long-term seep remediation, is expected to be located at an ~~interim action~~approximately 30 feet higher elevation above the Cape Fear River as compared to the initial, conceptual design that was prepared in support of ~~extraction~~the CAP submission to NC DEQ on December 31, 2019, which addressed groundwater only. The CAP submission unit cost estimate was the principal basis of unit costs for the Company’s liability estimates through March 31, 2021. It was determined, based upon the 30% design information completed during the second quarter of 2021, that there was significantly increased construction complexity and related vendor and other design costs to be incurred. For example, the steep slope of the revised construction site results in the depth of the wall increasing from the original estimates of approximately 65 feet to approximately 85 feet below ground along most of its length. Construction of approximately 64 pumping wells, a more than 50% increase from the conceptual design, are expected to be required to extract groundwater for treatment based on studies of groundwater ~~from existing~~flows that were completed in May 2021. The wells will also need to be drilled deeper into the ground based on the revised location. A 2-mile access road, with retaining walls above and below the road to reduce slope erosion and landslides, will now be required for large, heavy construction equipment to access the barrier wall location safely. The estimated cost for construction as a result of these changes is based on third-party contractor estimates provided in late May 2021. Together, all these modifications to the design resulted in an additional $49 accrual for construction of the barrier wall in 2021.

In addition, the volume of groundwater, seep water, and stormwater (up to a 0.5 inch rain event in any 24 hours period per the Addendum) intercepted for treatment is estimated to be up to a maximum of 1,500 gallons per minute (“gpm”) based on groundwater flow modeling completed in the second quarter of 2021. Until the pre-design investigation and groundwater modeling was complete, the volume of water captured for treatment was estimated to be approximately 1,200 gpm, and the pretreatment requirements to remove dissolved solids had not been determined. Hence, the Company determined in 2021 that construction of a larger treatment plant than previously considered in the conceptual design and previous cost estimates was required. Consistent with prior periods, the Company accrued 20 years of ongoing monitoring ~~wells~~and maintenance for Fayetteville environmental remediation systems based on the CO and Addendum. The revised estimate to process higher volumes of groundwater than originally contemplated resulted in an additional accrual (change in estimate) of $60 in 2021 related to estimated higher power consumption, ongoing monitoring, pretreatment, filtering supplies, principally carbon and regular maintenance of the system over a 20-year period of estimated operation starting in 2023.

In August 2021, the Company reviewed the 60% complete design and associated updated preliminary vendor estimates, which was submitted to NC DEQ for review and approval. There were no changes in estimate upon completing the review of the 60% design. Additionally, applications for the necessary permit for the groundwater extraction system have been submitted.

On September 15, 2021, the Company received a ‘conditional approval’ of the 60% design of the barrier wall and groundwater extraction and treatment ~~prior~~system which included comments that NC DEQ requested the Company to ~~discharge. Chemours~~address within forty-five days (i.e., by October 30). The Company responded to the comments on October 5, 2021. The Company believes that the design of the barrier wall and groundwater extraction and treatment system meets the requirements for this project under the Addendum. However, it is reasonably possible that additional costs could be incurred for the project, or that the 90% design completion or project construction work be delayed, pending resolution of NC DEQ comments. These costs are not estimable at this time due to the uncertainty around the objective and scope of NC DEQ comments as well as additional design basis that may be required. The NC DEQ’s comments also ~~proposes~~addressed other onsite remediation activities under the CO, but unrelated to ~~simultaneously proceed with detailed~~the design ~~and engineering~~ of ~~a permanent on-site~~the barrier wall and groundwater treatment ~~system alternative, including collection of extensive pre-design data, while holding a final decision on which alternative should~~system. It is reasonably possible that additional costs could be ~~selected, with approval~~incurred to address the areas raised by NC DEQ, ~~until~~but cannot be estimated at this time as it would require additional pre-design investigation work that has not yet been scoped or performed.

Pre-construction site preparation activities are in progress and construction of the water treatment facility is expected to commence in 2022. Construction of the barrier wall is expected to commence in 2022 with completion planned in the first quarter of 2023. At December 31, 2021, several significant uncertainties remain, principally related to the resolution of comments received from NC DEQ on the 60% design, an extension of the barrier wall along Willis Creek at the northern end of the site, additional wetlands mitigation fees, finalization of the volume of water to be treated, contract negotiations with key construction and ~~engineering work~~water treatment vendors and the estimated future time period of OM&M. Accordingly, the Company has increased the upper range of its cost estimates for the barrier wall and groundwater OM&M from $111 at December 31, 2020 to $305 at December 31, 2021, of which $170 is ~~complete (approximately two years).~~accrued. The ~~actual~~Company has not accrued for the incremental costs in the upper range, including the extension of the barrier wall. While the Company believes that extension of the barrier wall along Willis Creek is technically impracticable and not necessary to comply with the terms of the CO and Addendum, an estimate of the cost for the barrier wall extension was included in the upper range of the cost estimate of approximately $30.

The final cost of ~~a permanent~~the on-site groundwater treatment system primarily depends on receiving timely NC DEQ design and permit approvals and thus the ~~determination~~timely finalization of certain significant design details, notably the actual barrier wall ~~installation method (i.e., slurry wall vs. steel sheets),~~location, depth, and length, number and configuration of extraction wells, water extraction rates and ~~extraction rates.~~estimated carbon usage. Pending resolution of NC DEQ comments on the 60% design, the engineering design is expected to be approximately 90% complete in the first quarter of 2022, which will form the basis of a submission for the approval by NC DEQ which is required to be submitted by the Company as provided by the Addendum. Per the Addendum, NC DEQ shall use best efforts to complete its review and notify the Company whether the design is approved within 30 days after submittal. If not approved within 30 days, subsequent deadlines shall be extended by the time required for NC DEQ approval in excess of 30 days. Unanticipated schedule delays or other factors beyond the Company’s control could lead to further increases in the cost of the barrier wall and groundwater treatment system, which could be material. Changes in estimates are recorded in results of operations in the period that the events and circumstances giving rise to such changes occur. If the Company does not achieve project completion of the barrier wall and groundwater treatment system by March 15, 2023, subject to extensions provided above, the Addendum specifies penalties of $0.15 plus an additional $0.02 per week until installation is completed.

Accordingly, ~~in the fourth quarter of 2019,~~ based on the CO, the Addendum, the CAP, and management’s plans, which are based on current regulations and technology, the Company has accrued ~~an additional $132~~$289 and $140 at December 31, 2021 and 2020, respectively, related to the estimated cost of on-site ~~remediation. The incremental~~remediation, which is within the existing estimated ~~remediation liability,~~range of potential outcomes, based on current potential remedial options, ~~is primarily comprised of $42 of construction costs, which are projected to be paid through 2025,~~ and ~~$88 of related OM&M requirements, which is~~ projected to be paid over a period of approximately 20 years. The final costs of any selected remediation will depend primarily on the final approved design and actual labor and material costs. Accordingly, as discussed above, during 2021, the Company revised, in accordance with ASC 250 – Accounting Changes and Error Corrections, its estimated liability to comply with the CO and Addendum. In accordance with ASC 410 – Asset Retirement and Environmental Obligations, these amounts were recorded as a component of cost of goods sold as the Company only capitalizes environmental costs if the costs extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations.

It is possible that issues relating to site discharges in various transport pathways, the selection of remediation alternatives to achieve PFAS loading reductions, or the operating effectiveness of the TO could result in further litigation and/or regulatory demands with regards to Fayetteville, including potential permit ~~modifications.~~modifications or penalties under the CO and the Addendum. It is also possible that, as additional data is collected on the transport pathways and dialogue continues with NC DEQ and other stakeholders, the type or extent of remediation actions required to achieve the objectives committed to in the CO may change (increase or decrease). or remediation activities could be delayed. If such issues arise, or if the CO is further amended, an additional loss is reasonably possible, but not estimable at this time.

With respect to the Addendum, at this time, the Company believes that payment of any of the stipulated financial penalties for untimeliness or noncompliance is remote.

~~The~~In February 2019, the Company has responded to grand jury subpoenas, produced witnesses before a grand jury and for interviews with government investigators and attorneys, and met with the U.S. Attorney’s Office for the Eastern District of North Carolina and the Environment and Natural Resources Division of the U.S. Department of Justice regarding their ongoing investigation into a potential violation of the CWA. We are presently unable to predict the duration, scope or result of any potential criminal or civil proceeding, including whether fines, penalties, and/or other remedies will be imposed. As such, management believes that it is not possible at this time to reasonably assess the outcome of this matter or to estimate the loss or range of losses, if any, that could resultreceived an NOV from ~~this matter.~~

~~A Notice of Violation (NOV) was received from the~~ EPA, ~~in February 2019~~ alleging certain TSCA violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. ~~The~~For this NOV, the Company responded to ~~the~~ EPA in March 2019, asserting that the Company has not violated environmental laws. ~~At this time,~~The Company also received an NOV in April 2020 from NC DEQ, alleging an air permit violation under the North Carolina Administrative Code. As of December 31, 2021, management does not believe that a loss is ~~probable related~~probable.

In June 2020, the Company received an NOV from NC DEQ, alleging violations of the North Carolina Solid Waste Generator Requirements in connection with clearing land and yard waste materials to a landfill during construction of the water treatment plant required for remediation under the CO. The Company responded that it did not commit a violation and had addressed any concerns prior to issuance of the NOV. In March 2021, the Company received a compliance order associated with the June 2020 NOV. The NOV has been resolved and the matter is now closed.

In August 2021, the Company received a NOV from NC DEQ alleging violations of the facility’s Title V air permit for failure to reduce facility-wide annual emissions of GenX compounds and failure to properly operate and maintain a carbon absorber unit. The Company provided a response to the ~~matters~~NOV in ~~this~~September 2021. In October 2021, the Company received 2 civil penalty assessments totaling $0.3 associated with the NOV. In November 2021, the Company appealed the civil penalty assessments in North Carolina’s Office of Administrative Hearings and a hearing in the matter is scheduled in May 2022.

In 2019, civil actions ~~have been~~were filed against ~~DuPont~~EID and Chemours in North Carolina federal court relating to discharges from Fayetteville. These actions include a consolidated action brought by public water suppliers seeking damages and injunctive relief, a consolidated purported class action seeking medical monitoring, and property damage and/or other monetary and injunctive relief on behalf of the putative classes of property owners and residents in areas near or that draw drinking water from the Cape Fear River, and ~~an action by~~two actions encompassing approximately 1,300 private well owners seeking compensatory and punitive damages. Ruling on the Company’s motions in April 2019, the court dismissed the medical monitoring, injunctive demand, and many other alleged causes of actions in these lawsuits. It is possible that additional litigation may be filed against the Company and/or ~~DuPont~~EID concerning the discharges.

In addition to natural resource damages matter filed by the State of North Carolina (as discussed within the “PFAS” section of this “Note 22 – Commitments and Contingent Liabilities”), in September 2020, 3 additional lawsuits were filed in North Carolina state court against Chemours and EID, as well as other defendants. One of the lawsuits is a putative class action on behalf of residents who are served by the Cape Fear Public Water utility, alleges negligence, nuisance, and other claims related to the release of perfluorinated compounds from Fayetteville, and seeks compensatory and punitive damages and medical monitoring. The other two lawsuits were filed on behalf of individuals residing near Fayetteville and allege negligence, nuisance, and other claims related to the release of perfluorinated compounds. The individuals seek compensatory property damages, punitive damages, and, in some cases, medical monitoring. All three lawsuits allege fraudulent transfer against EID and other EID entities, but not against Chemours. In October 2020, the cases were removed to federal court and then the 2 lawsuits filed on behalf of individuals were remanded back to state court.

It is not possible at this point to predict the timing, course, or outcome of all governmental and regulatory inquiries and notices and litigation, and it is reasonably possible that these matters could ~~materially affect~~have a material adverse effect on the Company’s financial position, results of operations, and cash flows. In addition, local communities, organizations, and federal and state regulatory agencies have raised questions concerning HFPO Dimer Acid and other perfluorinated and polyfluorinated compounds at certain other manufacturing sites operated by the Company. It is possible that additional developments similar to those described above and centering on Fayetteville could arise in other locations.

~~On June 29, 2018,~~In addition, in the ordinary course of business, the Company ~~sold its East Chicago, Indiana site~~may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including environmental remediation and other potential costs related to divested assets and businesses, and issue guarantees of third-party obligations. The Company accrues for these matters when it is probable that a ~~third party for $1.~~liability has been incurred and the amount of the liability can be reasonably estimated. In connection with the sale ~~the buyer has agreed to assume all costs associated with environmental remediation activities at the site in excess of $21, which will remain the responsibility of Chemours. At the time~~ of the ~~sale,~~Mining Solutions Business, the Company ~~had accrued~~provided a limited indemnification with respect to environmental liabilities that may arise from activities prior to the ~~full $21, and will reimburse the buyer through a series~~closing date. Such indemnification would not exceed 15% of ~~progress payments to be made at defined intervals as certain tasks are completed. The Company recognized a gain of $3 on the sale, which includes~~ the purchase price ~~of $1, plus $2 in environmental remediation liabilities that were assumed by the buyer on the occurrence of the sale.~~

On September 27, 2018, the Company sold its Potomac River, West Virginia site to a third party for $4. In connection with the sale, the buyer has agreed to assume certain future environmental remediation costs, and Chemours has retained $4 in existing environmental remediation liabilities, which is a component of all other sites in the significant sites table above. The Company recognized a $3 gain on the sale, which was deferred and will ~~be recognized as the Company completes certain environmental remediation activities~~expire on December 1, 2026. NaN liabilities have been recorded at ~~the site.~~

~~On September 9, 2019, the Company sold its Oakley, California site~~December 31, 2021 with respect to a third party for $7, of which $4 was received at closing with receipt of the remaining $3 of proceeds contingent upon the completion of certain future environmental remediation activities at the site. In connection with the sale, Chemours has retained $10 in existing environmental remediation liabilities, which is a component of all other sites in the significant sites table above. The Company recognized a $2 gain on the sale, which was deferred and will be recognized as the Company completes certain environmental remediation activities at the site.this indemnification.

On November 30, 2017, the Company’s board of directors approved a share repurchase program authorizing the purchase of shares of Chemours’ issued and outstanding common stock in an aggregate amount not to exceed $500, plus any associated fees or costs in connection with the Company’s share repurchase activity (the “2017 Share Repurchase Program”). Under the 2017 Share Repurchase Program, shares of Chemours’ common stock were purchased on the open market from time to time, subject to management’s discretion, as well as general business and market conditions. The Company’s 2017 Share Repurchase Program became effective on November 30, 2017. On May 31, 2018, the Company completed the aggregate $500 in authorized purchases of Chemours’ issued and outstanding common stock under the 2017 Share Repurchase Program, which amounted to a cumulative 10,085,647 shares purchased at an average share price of $49.58 per share. All common shares purchased under the 2017 Share Repurchase Program are held as treasury stock and are accounted for using the cost method.

On August 1, 2018, the Company’s board of directors approved a share repurchase program authorizing the purchase of shares of Chemours’ issued and outstanding common stock in an aggregate amount not to exceed $750, plus any associated fees or costs in connection with the Company’s share repurchases activity ~~(“2018~~(the “2018 Share Repurchase Program”). On February 13, 2019, the Company’s board of directors increased the authorization amount of the 2018 Share Repurchase Program from $750 to $1,000. Under the 2018 Share Repurchase Program, shares of Chemours’ common stock can be purchased onin the open market from time to time, subject to management’s discretion, as well as general business and market conditions. The Company’s 2018 Share Repurchase Program became effective on August 1, 2018 and ~~will~~was originally scheduled to continue through the earlier of its expiration on December 31, 2020 or the completion of repurchases up to the approved amount. On December 8, 2020, the Company’s board of directors approved the extension of the 2018 Share Repurchase Program through December 31, 2022. The program may be suspended or discontinued at any time. All common shares purchased under the 2018 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method.

~~During 2019,~~The following table sets forth the Company’s share repurchase activity under the 2018 Share Repurchase Program for the years ended December 31, 2021, 2020, and 2019.

Through December 31, 2021, under the 2018 Share Repurchase Program, the Company purchased ~~an aggregate 8,895,142~~a cumulative 20,779,745 shares of Chemours’ issued and outstanding common stock, ~~under the 2018 Share Repurchase Program,~~ which amounted to ~~$322~~$749 at an average share price of $36.24 per share. During 2018, the Company purchased an aggregate 6,350,857 shares of Chemours’ issued and outstanding common stock under the 2018 Share Repurchase Program, which amounted to $250 at an average share price of $39.31$36.05 per share. The aggregate amount of Chemours’ common stock that remained available for purchase under ~~this program~~the 2018 Share Repurchase Program at December 31, ~~2019~~2021 was ~~$428.~~$251.

The Company’s total stock-based compensation expense amounted to ~~$19, $24,~~$34, $16, and ~~$29~~$19 for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively.

~~On April 26,~~In 2017, Chemours’ stockholders approved ~~The Chemours Company 2017~~Chemours’ Equity and Incentive Plan (the ~~“2017~~“Equity Plan”), which provides for grants to certain employees, independent contractors, or non-employee directors of the Company of different forms of awards, including stock options, RSUs, and ~~PSUs.~~PSUs, with 19,000,000 shares reserved for issuance. The ~~2017~~Equity Plan replaced ~~The Chemours Company Equity and Incentive Plan~~the Company’s prior plan adopted at Separation (the “Prior Plan”)~~, which was adopted by the Company at Separation.~~. As a result, 0 further grants will be made under the Prior Plan.

AOn April 28, 2021, Chemours’ stockholders approved an amendment and restatement of the Equity Plan to increase the number of shares of the Company’s common stock reserved for issuance by 3,050,000 shares.

Following the amendment and restatement of the Equity Plan, a total of ~~19,000,000~~22,050,000 shares of the Company’s common stock may be subject to awards granted under the ~~2017~~Equity Plan, less 1 share for every one share that was subject to an option or stock appreciation right granted after December 31, 2016 under the Prior Plan, and one-and-a-half shares for every one share that was subject to an award other than an option or stock appreciation right granted after December 31, 2016 under the Prior Plan. Any shares that are subject to options or stock appreciation rights will be counted against this limit as 1 share for every one share granted, and any shares that are subject to awards other than options or stock appreciation rights will be counted against this limit as one-and-a-half shares for every one share granted. Awards that were outstanding under the Prior Plan remain outstanding under the Prior Plan in accordance with their terms. ~~Shares~~The underlying share awards granted under the Prior Plan after December 31, 2016 that are forfeited, cancelled, or that otherwise do not result in the issuance of shares, will be available for issuance under the ~~2017~~Equity Plan. At December 31, ~~2019,~~2021, approximately ~~13,900,000~~11,800,000 shares of ~~equity and incentive plan~~the Equity Plan reserve are available for ~~grants under the 2017 Plan.~~grants.

The Chemours Compensation and Leadership Development Committee determines the long-term incentive mix, including stock options, RSUs, and PSUs, and may authorize new grants annually.

During ~~2019, 2018,~~the years ended December 31, 2021, 2020, and ~~2017,~~2019, Chemours granted non-qualified stock options to certain of its employees, which will ~~serially~~ vest over a three-year period and expire 10 years from the date of grant. The fair values of the Company’s stock options are based on the Black-Scholes valuation model.

The following table sets forth the weighted-average assumptions used at the respective grant dates to determine the fair values of the Company’s stock option awards granted during the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The Company determined the dividend yield by dividing the expected annual dividend on the Company's stock by the option exercise price. A historical daily measurement of volatility is determined based on the blended volatilities of Chemours and the average ~~volatility~~ of its peer companies, adjusted for ~~the Company’s~~Chemours’ debt leverage. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected ~~life~~term of the option granted. The expected ~~life~~term is determined using a simplified approach, calculated as the mid-point between the graded vesting period and the contractual life of the award.

The following table sets forth Chemours’ stock option activity for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

	Number of Shares (in Thousands)			Weighted-average Exercise Price (per Share)		Weighted-average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value (in Thousands)		Number of Shares (in Thousands)			Weighted-average Exercise Price (per Share)		Weighted-average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value (in Thousands)
Outstanding, December 31, 2016		7,969		$	13.72		5.08	$	66,668
Granted		878			34.84
Exercised		(2,173	)		14.36
Forfeited		(47	)		20.55
Expired		(30	)		12.29
Outstanding, December 31, 2017		6,597		$	15.72		5.11	$	226,524
Granted		495			48.41
Exercised		(1,073	)		14.69
Forfeited		(46	)		37.77
Expired		(3	)		18.80
Outstanding, December 31, 2018		5,970		$	18.45		4.80	$	72,108		5,970		$	18.45		4.80	$	72,108
Granted		836			36.48						836			36.48
Exercised		(590	)		14.56						(590	)		14.56
Forfeited		(110	)		39.06						(110	)		39.06
Expired		(50	)		22.12						(50	)		22.12
Outstanding, December 31, 2019		6,056		$	20.92		4.71	$	19,087		6,056		$	20.92		4.71	$	19,087
Exercisable, December 31, 2019		4,620		$	16.23		3.79	$	18,630
Granted											2,778			14.42
Exercised											(1,124	)		14.23
Forfeited											(186	)		23.84
Expired											(165	)		29.99
Outstanding, December 31, 2020											7,359		$	19.21		6.21	$	63,894
Granted											1,153			24.35
Exercised											(1,376	)		17.01
Forfeited											(107	)		20.62
Expired											(62	)		36.71
Outstanding, December 31, 2021											6,967		$	20.32		6.60	$	101,261
Exercisable, December 31, 2021											2,597		$	26.60		5.63	$	26,099

The aggregate intrinsic values in the preceding table ~~above~~ represent the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day at the end of the year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year-end. The amount changes based on the fair market value of the Company’s stock. The total intrinsic value of all options exercised for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017~~2019 amounted to ~~$2, $37,~~$23, $12, and ~~$49,~~$2, respectively.

~~F-56~~For the years ended December 31, 2021, 2020, and 2019, the Company recorded $10, $9, and $9 in stock-based compensation expense specific to its stock options, respectively. At December 31, 2021, there was $8 of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.81 years.

For the years ended December 31, 2019, 2018, and 2017, the Company recorded $9, $8, and $7 in stock-based compensation expense specific to its non-qualified stock options, respectively. At December 31, 2019, there was $8 of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.83 years.

Chemours grants RSUs to key management employees that generally vest over a three-year period and, upon vesting, convert 1-for-one to Chemours’ common stock. The fair value of all stock-settled RSUs is based on the market price of the underlying common stock ~~as of~~at the grant date. RSUs vest contingent upon a time-based vesting condition and do not have explicit performance conditions.

The following table sets forth non-vested RSUs at December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

~~The~~For the years ended December 31, 2021, 2020, and 2019, the Company recorded $12, $7, and $7 in stock-based compensation expense specific to its RSUs, ~~of $7 for the years ended~~ respectively. AtDecember 31, ~~2019 and 2018, and $14 for the year ended December 31, 2017. At December 31, 2019,~~2021, there was ~~$10~~$5 of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of ~~0.88~~1.07 years.

Chemours grants PSUs to key senior management employees which, upon vesting, convert 1-for-one to Chemours’ common stock if specified performance goals, including certain market-based conditions, are met over the three-year performance period specified in the grant, subject to exceptions through the respective vesting period of three years. Each grantee is granted a target award of PSUs, and may earn between 0% and 250% of the target amount depending on the Company’s performance against stated performance goals.

The following table sets forth non-vested PSUs at 100% of target amounts at December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using the Monte Carlo valuation method, which assesses ~~the~~ probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based ~~condition is~~conditions are satisfied. The per unit weighted-average fair value at the date of grant for PSUs granted during the year ended December 31, ~~2019~~2021 was ~~$44.38.~~$27.42. The fair value of each PSU grant is amortized monthly into compensation expense based on its respective vesting conditions over a three-year period. Compensation cost is incurred based on the Company’s estimate of the final expected value of the award, which is adjusted as required for the portion based on the performance-based condition. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of PSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the PSUs.

For the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, the Company recorded ~~$3, $9, and $8 in~~ stock-based compensation expense of $12, a reduction of stock-based compensation of less than $1, and stock-based compensation expense of $3 specific to its PSUs, respectively. At December 31, ~~2019,~~2021, based on the Company’s assessment of its performance goals, approximately ~~600,000~~840,000 additional shares may be awarded under the ~~2017~~Equity Plan.

~~On January 26,~~Since 2017, the ~~Company’s board of directors approved The Chemours~~ Company has provided employees the opportunity to participate in Chemours’ Employee Stock Purchase Plan ~~(the “ESPP”~~(“ESPP”)~~, which was approved by Chemours’ stockholders on April 26, 2017.~~. Under the ESPP, a total of 7,000,000 shares of Chemours’ common stock ~~are~~is reserved and authorized for issuance to participating employees, as defined by the ESPP, which excludes executive officers of the Company. The ESPP provides for consecutive 12-month offering periods, each with 2 purchase periods in March and September within those offering periods.~~The initial offering period under the ESPP began on October 2, 2017.~~ Participating employees are eligible to purchase the Company’s common stock at a discounted rate equal to 95% of its fair value on the last trading day of each purchase period.

To date, the Company has executed open market transactions to purchase the Company’s common stock on behalf of its ESPP participants, which amounted to ~~120,714~~268,000 shares. ~~During the year ended December 31, 2018, an additional 12,411 shares were issued from the Company’s treasury stock to ESPP participants.~~ The total amount of Chemours’ common stock received by employees in connection with the ESPP amounted to $4$6 at December 31, ~~2019.~~2021.

The following table sets forth the ~~components~~changes and after-tax balances of the Company’s accumulated other comprehensive loss ~~net of income taxes,~~ for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

Net Monetary Assets and Liabilities Hedge – Foreign Currency Forward Contracts

At December 31, ~~2019,~~2021, the Company had 1612 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$530,~~$254 and an average maturity of one month. At December 31, ~~2018,~~2020, the Company had 2025 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$503,~~$688, and an average maturity of one month. Chemours recognized a net loss of ~~$2,~~$15, a net gain of $29, and a net ~~gains~~loss of ~~$3 and $4~~$2 for the years ended December 31, 2021, 2020, and 2019, ~~2018, and 2017,~~ respectively, ~~which were recorded~~ in other income (expense), ~~net in the consolidated statements of operations.~~net.

At December 31, ~~2019,~~2021, the Company had ~~150~~175 foreign currency forward contracts outstanding under ~~Chemours’~~its cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$124,~~$195, and an average maturity of ~~five~~four months. At December 31, ~~2018,~~2020, the Company had 75144 foreign currency forward contracts outstanding under ~~Chemours’~~its cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$143,~~$101, and an average maturity of four months. ~~The Company~~Chemours recognized a pre-tax ~~gains~~gain of $10, a pre-tax loss of $4, and a pre-tax gain of $6 ~~and $10~~ for the years ended December 31, 2021, 2020, and 2019, ~~and 2018,~~ respectively, ~~on its cash flow hedge~~ within accumulated other comprehensive loss. For the year ended December 31, 2021, $2 of loss was reclassified to the cost of goods sold from accumulated other comprehensive loss. For the years ended December 31, ~~2019~~2020 and ~~2018,~~2019,$3, and $10 ~~and $4~~ of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

The Company expects to reclassify ~~an approximate $3~~approximately $7 of net gain, based on current foreign currency exchange rates, from accumulated other comprehensive loss to the cost of goods sold over the next 12 months.

In 2020, the Company entered into interest rate swaps, the objective of which is to mitigate the volatility in the Company’s cash payments for interest related to the portion of its senior secured term loan facility denominated in U.S. dollars, which bears a variable interest rate equal to, at the election of the Company, adjusted LIBOR plus 1.75% or adjusted base rate plus 0.75%, subject to an adjusted LIBOR or an adjusted base rate floor of 0.00% or 1.00%, respectively.

At December 31, 2021, the Company had 3 interest rate swaps outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $400; each of the interest rate swaps mature on March 31, 2023. Chemours recognized a pre-tax gain of $2 and a pre-tax loss of $4 for the years ended December 31, 2021 and 2020 within accumulated other comprehensive loss, respectively. For the years ended December 31, 2021 and 2020, $2 and less than $1 of loss were reclassified to interest expense, net from accumulated other comprehensive loss, respectively.

The Company expects to reclassify less than $1 of net loss from accumulated other comprehensive loss to interest expense, net over the next 12 months, based on the current ~~foreign currency exchange rates.~~market rate.

The Company recognized a pre-tax ~~gains~~gain of ~~$20 and $32, and~~$73, a pre-tax loss of ~~$86~~$88 and a pre-tax gain of $20 for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively, on its net investment ~~hedges~~hedge within accumulated other comprehensive loss. NaN amounts were reclassified from accumulated other comprehensive loss for the Company’s net investment hedges during the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

The following table sets forth the fair value of the Company’s derivative assets and liabilities ~~and their level within the fair value hierarchy,~~ at December 31, ~~2019~~2021 and ~~2018.~~2020.

The Company’s foreign currency forward contracts and interest rate swaps are classified as Level 2 financial instruments within the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data, and are subjected to tolerance and/or quality checks.

The following table sets forth the pre-tax changes in fair value of the Company’s ~~derivative assets and liabilities~~financial instruments for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

									Gain (Loss) Recognized In
	Gain (Loss) Recognized In																	Accumulated Other
						Accumulated Other			Cost of			Interest			Other Income			Comprehensive
Year Ended December 31,	Cost of Goods Sold		Other Income (Expense), Net			Comprehensive Loss			Goods Sold			Expense, Net			(Expense), Net			Loss
2021
Foreign currency forward contracts not designated as a hedging instrument									$	—		$	—		$	(15	)	$	—
Foreign currency forward contracts designated as a cash flow hedge										(2	)		—			—			10
Interest rate swaps designated as a cash flow hedge										—			(2	)		—			2
Euro-denominated debt designated as a net investment hedge										—			—			—			73

2020
Foreign currency forward contracts not designated as a hedging instrument									$	—		$	—		$	29		$	—
Foreign currency forward contracts designated as a cash flow hedge										3			—			—			(4	)
Interest rate swaps designated as a cash flow hedge										—			—			—			(4	)
Euro-denominated debt designated as a net investment hedge										—			—			—			(88	)

2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(2	)	$	—		$	—		$	—		$	(2	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		10		—			6			10			—			—			6
Euro-denominated debt designated as a net investment hedge		—		—			20			—			—			—			20

2018
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	3		$	—
Foreign currency forward contracts designated as a cash flow hedge		4		—			10
Euro-denominated debt designated as a net investment hedge		—		—			32

2017
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	4		$	—
Euro-denominated debt designated as a net investment hedge		—		—			(86	)

~~On July 1, 2015,~~ Chemours established a defined contribution plan, which covered all eligible U.S. employees. The purpose of the plan is to encourage employees to save for their future retirement needs. The plan is a tax-qualified contributory profit-sharing plan, with cash or deferred arrangement, and any eligible employee of Chemours may participate. Chemours matches 100% of the first 6% of the employee’s contribution election, and the plan’s matching contributions vest immediately upon contribution. ~~Chemours may also provide an additional~~In 2021, the Company enhanced its previous discretionary retirement savings contribution to provide eligible ~~employees’ compensation. The amount of this contribution, if any, is at the sole discretion of the Company, and the discretionary contribution vests for~~ employees with ~~at least three~~a guaranteed annual contribution ranging from 1% to 3% for the first $0.1 of base salary based on age and years of service. ~~From time to time, Chemours provides additional discretionary retirement savings contributions to eligible employees’ compensation.~~

In lieu of a defined benefit plan, Chemours provides an enhanced 401(k) contribution for employees who previously participated in DuPont’s pension plan. The enhanced benefits consist of an additional contribution of 1% to 7% of the employee’s eligible compensation, depending upon the employee’s length of service with DuPont at the time of the Separation. The enhancement ended in 2019.

Pension coverage for employees of Chemours’ non-U.S. subsidiaries is provided, to the extent deemed appropriate, through separate plans established after the Separation and comparable to the ~~DuPont~~EID plans in those countries. Obligations under such plans are either funded by depositing funds with trustees, covered by insurance contracts, or unfunded.

In ~~the fourth quarter of~~ 2019, the Company, through its wholly-owned subsidiary Chemours Netherlands B.V., completed a settlement transaction related to a significant portion of its Netherlands pension plan. The Company transferred the future risk and administration associated with the $932 of its inactive participants’ vested pension benefits to a third-party asset management company in the Netherlands. The irrevocability of the transaction was contingent upon non-objection by the Dutch National Bank, which was received in October 2019. Following the receipt of non-objection, the responsibility for the associated pension obligation was transferred to the third-party asset management company in December 2019, thereby eliminating the Company’s exposure to the pension liabilities and formally effecting the settlement. At the time of settlement, a remeasurement of plan assets and projected benefit obligations was performed, resulting in a $158 decrease to net pension assets and increase to accumulated other comprehensive loss on the consolidated balance sheet. The cumulative loss associated with the inactive participants’ vested pension benefits was then immediately reclassified from accumulated other comprehensive loss and recognized in earnings, resulting in a charge of $380 recognized in other expense, net in the consolidated statements of operations. ~~At December 31, 2019, the~~The projected benefit obligations associated with the plan’s active employees remained on the Company’s consolidated balance sheet.

The following table sets forth the Company’s net periodic pension (cost) income and amounts recognized in other comprehensive income (loss) for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

	Year Ended December 31,									Year Ended December 31,
	2019			2018			2017			2021			2020			2019
Net periodic pension cost (income):
Service cost	$	13		$	14		$	16		$	(15	)	$	(15	)	$	(13	)
Interest cost		17			16			16			(5	)		(6	)		(17	)
Expected return on plan assets		(48	)		(58	)		(75	)		20			17			48
Amortization of prior service gain		(2	)		(2	)		(2	)
Amortization of actuarial loss		18			12			22			(7	)		(9	)		(18	)
Settlement loss		383			—			1
Net periodic pension cost (income)		381			(18	)		(22	)
Changes in plan assets and benefit obligations recognized in other comprehensive income:
Net loss (gain)		144			115			(24	)
Amortization of actuarial loss		(18	)		(16	)		(24	)
Prior service gain		(5	)		—			—
Amortization of prior service gain		2			2			2			2			3			2
Settlement loss		(383	)		—			—			(1	)		(5	)		(383	)
Curtailment gain											—			1			—
Total net periodic pension cost										$	(6	)	$	(14	)	$	(381	)

Net (loss) gain										$	(22	)	$	4		$	(144	)
Prior service (cost) benefit											—			(1	)		5
Amortization of actuarial loss											7			9			18
Amortization of prior service gain											(2	)		(3	)		(2	)
Settlement loss											1			5			383
Curtailment gain											—			4			—
Effect of foreign exchange rates		(7	)		(8	)		38			6			(9	)		7
(Benefit) cost recognized in other comprehensive income		(267	)		93			(8	)
Total net periodic pension income and cost (benefit) recognized in other comprehensive income	$	114		$	75		$	(30	)
(Cost) benefit recognized in other comprehensive income											(10	)		9			267
Total changes in plan assets and benefit obligations recognized in other comprehensive income										$	(16	)	$	(5	)	$	(114	)

~~The following table sets forth the pre-tax amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2019, 2018, and 2017.~~

The following table sets forth the pre-tax amounts recognized in accumulated other comprehensive loss at December 31, 2021, 2020, and 2019.

The following table sets forth summarized information on the Company’s pension plans at December 31, ~~2019~~2021 and ~~2018.~~2020.

	December 31,						December 31,
	2019			2018			2021			2020
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,168		$	1,177		$	584		$	507
Service cost		13			14			15			15
Interest cost		17			16			5			6
Plan participants’ contributions		2			2			2			2
Actuarial loss		313			45			19			33
Benefits paid		(37	)		(46	)		(4	)		(2	)
Plan amendments		(5	)		—
Settlements and transfers		(945	)		2			(11	)		(24	)
Currency translation		(19	)		(42	)		(35	)		47
Benefit obligation at end of year		507			1,168			575			584
Change in plan assets:
Fair value of plan assets at beginning of year		1,268			1,363			604			500
Actual return (loss) on plan assets		217			(17	)
Actual return on plan assets								17			55
Employer contributions		19			15			17			20
Plan participants’ contributions		2			2			2			2
Benefits paid		(37	)		(46	)		(4	)		(2	)
Settlements and transfers		(945	)		2			(11	)		(21	)
Currency translation		(24	)		(51	)		(40	)		50
Fair value of plan assets at end of year		500			1,268			585			604
Total funded status at end of year	$	(7	)	$	100		$	10		$	20

The following table sets forth the net amounts recognized in the Company’s consolidated balance sheets at December 31, ~~2019~~2021 and ~~2018.~~2020.

The accumulated benefit obligation for all pension plans was ~~$445~~$493 and ~~$1,106~~$513 as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively.

For the year ended December 31, 2021, the liability component of the Company’s global pension plans generated a net actuarial loss of $19, driven by a $40 loss as a result of increases in the Netherlands’ inflation and indexation rates along with a $11 loss due to the rise in the average rate of global compensation increases. The losses were partially offset by a gain of $32 from a global increase in the discount rates.

The asset component of the Company’s global pension plans realized a loss of $3 due to volatile equity and bond performance.

The following tables set forth information related to the Company’s pension plans with projected and accumulated benefit obligations in excess of the fair value of plan assets at December 31, ~~2019~~2021 and ~~2018.~~2020.

The Company generally utilizes 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 plans’ actuaries as of the measurement date. The expected rate of return on plan assets reflects economic assumptions applicable to each country.

The following tables set forth the assumptions that have been used to determine the Company’s benefit obligations and net benefit cost at December 31, ~~2019~~2021 and ~~2018.~~2020.

Each pension plan’s assets are invested through either an insurance vehicle, a master trust fund, or a stand-alone pension fund. The strategic asset allocation for each plan is selected by management, together with the pension board, where appropriate, reflecting the results of comprehensive asset and liability modeling. For assets under its control, Chemours establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in countries are selected in accordance with the laws and practices of those countries.

The following table sets forth the weighted-average allocation for the Company’s pension plan assets at December 31, ~~2019~~2021 and ~~2018.~~2020.

Fixed income securities include corporate-issued, government-issued, and asset-backed securities. Corporate debt investments encompass a range of credit risk and industry diversification.

Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although Chemours believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth the fair values of the Company’s pension assets by level within the fair value hierarchy at December 31, ~~2019~~2021 and ~~2018.~~2020.

For pension plan assets classified as Level 1 instruments within the fair value hierarchy, total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For pension plan assets classified as Level 2 instruments within the fair value hierarchy, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established, recognized vendors of market data and subjected to tolerance and/or quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates, and implied volatilities obtained from various market sources.

With the exception of pooled mortgage funds, pooled funds are valued at the per-unit NAV as determined by the fund manager based on the value of the underlying traded securities.

For the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, Chemours contributed ~~$19, $15,~~$17, $20, and ~~$38,~~$19, respectively, to its defined benefit plans.

Of the contributions made in 2017, $10 relates to the settlement of the U.S. Pension Restoration Plan (“U.S. PRP”), which was a supplemental pension plan for certain U.S. employees. The liability associated with the U.S. PRP was transferred to Chemours from DuPont at the Separation Date, at which point the plan ceased accepting new participants. In October 2017, the Company made a cash payment of $10 to settle the remaining liability attributable to the remaining participants in the U.S. PRP.

Chemours expects to contribute ~~$18~~$12 to its pension plans in ~~2020.~~2022. The Company’s future contributions to its defined benefit pension plans are dependent on market-based discount rates, and, as stated in “Note 2 – Basis of Presentation” to these consolidated financial statements, may differ due to the impacts of the COVID-19 pandemic on the macroeconomic environment and other factors.

The following table sets forth the benefit payments that are expected to be paid by the plans over the next five years and the five years ~~thereafter as of December 31, 2019.~~thereafter.

For the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, Chemours contributed ~~$34, $51,~~$28, $27, and $~~45,~~34, respectively, to its defined contribution plan.

The following table provides a reconciliation of cash and cash equivalents, as reported on the Company’s consolidated balance sheets, to cash, cash equivalents, restricted cash and restricted cash equivalents, as reported on the Company’s consolidated statements of cash flows.

The following table sets forth the geographic locations of the Company’s net sales for the years ended and property, plant, and equipment, net as of ~~and for the years ended~~ December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

Chemours’ operations consist of 34 reportable segments based on similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: ~~Fluoroproducts,~~Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical ~~Solutions, and Titanium Technologies.~~Solutions. Corporate costs and certain legal and environmental expenses, stock-based compensation expenses, and foreign exchange gains and losses arising from the remeasurement of balances in currencies other than the functional currency of the Company’s legal entities are reflected in Corporate and Other.

Segment net sales include transfers to another reportable segment. Certain products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. These product transfers were limited and were not significant for each of the periods presented. Depreciation and amortization includes depreciation on R&D facilities and amortization of other intangible assets, excluding any write-downs of assets. Segment net assets include net working capital, net property, plant, and equipment, and other non-current operating assets and liabilities of the segment. This is the measure of segment assets reviewed by the Company’s Chief Operating Decision Maker (“CODM”).

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is the primary measure of segment profitability used by the ~~CODM~~Company’s Chief Operating Decision Maker (“CODM”) and is defined as income (loss) before income taxes, excluding the following:

The following table sets forth certain summary financial information for the Company’s reportable segments as of, and for the years ended, December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

Year Ended December 31,	Fluoroproducts		Chemical Solutions		Titanium Technologies			Segment Total		Titanium Technologies		Thermal & Specialized Solutions		Advanced Performance Materials		Chemical Solutions (1)		Segment Total
2019
Net sales to external customers	$	2,648	$	533	$	2,345		$	5,526
2021
Net sales to external customers (2)										$	3,355	$	1,257	$	1,397	$	336	$	6,345
Adjusted EBITDA		578		80		505			1,163		809		412		261		51		1,533
Depreciation and amortization		136		22		121			279		126		59		86		16		287
Equity in earnings of affiliates		29		—		—			29		—		15		28		—		43
Total assets		2,582		574		2,291			5,447		2,318		1,124		1,621		149		5,212
Net assets		2,283		495		1,296	��		4,074
Investments in affiliates		162		—		—			162		—		72		97		—		169
Purchases of property, plant, and equipment		201		40		121			362		104		26		103		39		272

2018
Net sales to external customers	$	2,862	$	602	$	3,174		$	6,638
2020
Net sales to external customers (2)										$	2,402	$	1,105	$	1,104	$	358	$	4,969
Adjusted EBITDA		783		64		1,055			1,902		510		354		126		73		1,063
Depreciation and amortization		117		20		119			256		128		53		88		21		290
Equity in earnings of affiliates		43		—		—			43		—		6		17		—		23
Total assets		2,744		623		2,354			5,721		2,130		1,041		1,520		531		5,222
Net assets		2,309		506		1,487			4,302
Investments in affiliates		160		—		—			160		—		66		101		—		167
Purchases of property, plant, and equipment		274		75		91			440		89		28		109		25		251

2017
Net sales to external customers	$	2,654	$	571	$	2,958		$	6,183
2019
Net sales to external customers (2)										$	2,345	$	1,318	$	1,330	$	533	$	5,526
Adjusted EBITDA		669		57		862			1,588		505		398		180		80		1,163
Depreciation and amortization		109		18		118			245		121		52		84		22		279
Equity in earnings of affiliates		33		—		—			33		—		11		18		—		29
Total assets		2,311		581		2,502			5,394		2,291		1,061		1,521		574		5,447
Net assets		1,842		460		1,785			4,087
Investments in affiliates		173		—		—			173		—		64		98		—		162
Purchases of property, plant, and equipment		249		65		65			379		121		32		169		40		362

The following table sets forth a reconciliation for instances in which the above summary financial information for the Company’s reportable segments does not sum to consolidated amounts. ~~A reconciliation of Segment Adjusted EBITDA to consolidated results can be found in the table immediately thereafter.~~

Year Ended December 31,	Segment Total		Corporate and Other			Total Consolidated		Segment Total		Corporate and Other		Total Consolidated
2021
Depreciation and amortization								$	287	$	30	$	317
Total assets									5,212		2,338		7,550
Purchases of property, plant, and equipment									272		5		277

2020
Depreciation and amortization								$	290	$	30	$	320
Total assets									5,222		1,860		7,082
Purchases of property, plant, and equipment									251		16		267

2019
Depreciation and amortization		279		32			311	$	279	$	32	$	311
Total assets		5,447		1,811			7,258		5,447		1,811		7,258
Net assets		4,074		(3,379	)		695
Purchases of property, plant, and equipment		362		119			481		362		119		481

2018
Depreciation and amortization		256		28			284
Total assets		5,721		1,641			7,362
Net assets		4,302		(3,282	)		1,020
Purchases of property, plant, and equipment		440		58			498

2017
Depreciation and amortization		245		28			273
Total assets		5,394		1,899			7,293
Net assets		4,087		(3,222	)		865
Purchases of property, plant, and equipment		379		32			411

The following table sets forth a reconciliation of Segment Adjusted EBITDA to the Company’s consolidated ~~net~~ income (loss) before income taxes for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~2017.~~2019.

Year Ended December 31,

2019

2018

2017

Segment Adjusted EBITDA

$
1,163

$
1,902

$
1,588

Corporate and Other Adjusted EBITDA

(143
)

(162
)

$
(166
)
Interest expense, net

(208
)

(195
)

(214
)
Depreciation and amortization

(311
)

(284
)

(273
)
Non-operating pension and other post-retirement employee benefit (cost) income (1)

(368
)

27

34

Exchange (losses) gains, net

(2
)

1

3

Restructuring, asset-related, and other charges (2)

(87
)

(49
)

(57
)
Loss on extinguishment of debt

—

(38
)

(1
)
Gain on sales of assets and businesses (3)

10

45

22

Transaction costs (4)

(3
)

(9
)

(3
)
Legal and environmental charges (5)

(175
)

(82
)

(9
)
Other charges

—

(1
)

(12
)
(Loss) income before income taxes

$
(124
)

$
1,155

$
912

	Year Ended December 31,
	2021			2020			2019
Segment Adjusted EBITDA	$	1,533		$	1,063		$	1,163
Corporate and Other expenses (excluding items below)		(220	)		(184	)		(143	)
Interest expense, net		(185	)		(210	)		(208	)
Depreciation and amortization		(317	)		(320	)		(311	)
Non-operating pension and other post-retirement employee benefit income (cost) (1)		9			1			(368	)
Exchange gains (losses), net		3			(26	)		(2	)
Restructuring, asset-related, and other charges (2)		(6	)		(80	)		(87	)
Loss on extinguishment of debt		(21	)		(22	)		—
Gain on sales of assets and businesses (3,4)		115			8			10
Natural disasters and catastrophic events (5)		(21	)		—			—
Transaction costs		(4	)		(2	)		(3	)
Qualified spend recovery (6)		20			—			—
Legal and environmental charges (7,8)		(230	)		(49	)		(175	)
Income (loss) before income taxes	$	676		$	179		$	(124	)

~~The following table sets forth the Company’s net sales to external customers by product group for the years ended December 31, 2019, 2018, and 2017.~~

~~The following table sets forth a summary of the Company’s quarterly results of operations for the years ended December 31, 2019 and 2018.~~

Note 30. ~~Guarantor Condensed Consolidating Financial Information~~Subsequent Events

On January 28, 2022, the Company entered into an agreement to sell its former Aniline business for a purchase price of $15, subject to customary closing conditions. The ~~following guarantor condensed consolidating financial information is included in accordance with Rule 3-10 of Regulation S-X (“Rule 3-10”) in connection with the subsidiary guarantees~~sale of the ~~“Notes” (collectively,~~site is expected to close in the ~~2023 Dollar Notes, the 2025 Notes, the 2026 Euro Notes, and the 2027 Notes), in each case, issued by The Chemours Company (the “Parent Issuer”). As~~first quarter of the dates indicated, each series of the Notes was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, subject to certain exceptions, by the same group of subsidiaries of the Parent Issuer (together, the “Guarantor Subsidiaries”). Each of the Guarantor Subsidiaries is 100% owned by the Company. None of the other subsidiaries of2022. In 2020, the Company ~~either direct or indirect, guarantee~~ceased Aniline production at the ~~Notes (together,~~Pascagoula, Mississippi manufacturing plant. As a result, during the ~~“Non-Guarantor Subsidiaries”). Pursuant to~~year ended December 31, 2020, the ~~indentures governing the Notes, the Guarantor Subsidiaries will be automatically released from those guarantees upon the occurrence of certain customary release provisions.~~

~~The following condensed consolidating financial information is presented to comply with the Company’s requirements under Rule 3-10:~~

The following guarantor condensed financial information is presented using the equity method of accounting for the Company’s investments in its wholly-owned subsidiaries. Under the equity method, the investments in subsidiaries areCompany recorded ~~at cost and adjusted for the Company’s share of its subsidiaries’ cumulative results of operations, capital contributions, distributions,~~an impairment and other ~~equity changes. The elimination entries principally eliminate investments~~restructuring charges which are further discussed in ~~subsidiaries~~“Note 7 – Restructuring, Asset Related and intercompany balances and transactions. The financial information included herein may not necessarily be indicative of the financial positions, results of operations, or cash flows of the Company’s subsidiaries had they operated as independent entities, and should be read in conjunction with the consolidated financial statements and the related notes thereto.

Year Ended December 31, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
3,357

$
3,656

$
(1,487
)

$
5,526

Cost of goods sold

—

3,068

2,882

(1,487
)

4,463

Gross profit

—

289

774

—

1,063

Selling, general, and administrative expense

19

406

141

(18
)

548

Research and development expense

—

73

7

—

80

Restructuring, asset-related, and other charges

—

74

13

—

87

Total other operating expenses

19

553

161

(18
)

715

Equity in earnings of affiliates

—

—

29

—

29

Equity in earnings (loss) of subsidiaries

73

(3
)

—

(70
)

—

Interest (expense) income, net

(209
)

—

1

—

(208
)
Intercompany interest income (expense), net

41

16

(57
)

—

—

Other income (expense), net

21

122

(417
)

(19
)

(293
)
(Loss) income before income taxes

(93
)

(129
)

169

(71
)

(124
)
Benefit from income taxes

(41
)

(28
)

(2
)

(1
)

(72
)
Net (loss) income

(52
)

(101
)

171

(70
)

(52
)
Less: Net income attributable to non-controlling interests

—

—

—

—

—

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

$
(101
)

$
171

$
(70
)

$
(52
)
Comprehensive income (loss) attributable to Chemours
$
163

$
(101
)

$
371

$
(270
)

$
163

Year Ended December 31, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
3,974

$
4,484

$
(1,820
)

$
6,638

Cost of goods sold

—

3,112

3,380

(1,825
)

4,667

Gross profit

—

862

1,104

5

1,971

Selling, general, and administrative expense

33

485

163

(24
)

657

Research and development expense

—

76

6

—

82

Restructuring, asset-related, and other charges

—

46

3

—

49

Total other operating expenses

33

607

172

(24
)

788

Equity in earnings of affiliates

—

—

43

—

43

Equity in earnings of subsidiaries

1,155

2

—

(1,157
)

—

Interest (expense) income, net

(210
)

5

10

—

(195
)
Loss on extinguishment of debt

(38
)

—

—

—

(38
)
Intercompany interest income (expense), net

47

10

(57
)

—

—

Other income (expense), net

25

199

(40
)

(22
)

162

Income before income taxes

946

471

888

(1,150
)

1,155

(Benefit from) provision for income taxes

(50
)

98

111

—

159

Net income

996

373

777

(1,150
)

996

Less: Net income attributable to non-controlling interests

—

—

1

—

1

Net income attributable to Chemours
$
996

$
373

$
776

$
(1,150
)

$
995

Comprehensive income attributable to Chemours
$
873

$
375

$
637

$
(1,012
)

$
873

Year Ended December 31, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
3,887

$
4,030

$
(1,734
)

$
6,183

Cost of goods sold

—

3,084

3,045

(1,691
)

4,438

Gross profit

—

803

985

(43
)

1,745

Selling, general, and administrative expense

36

449

179

(38
)

626

Research and development expense

—

74

7

—

81

Restructuring, asset-related, and other charges

—

56

1

—

57

Total other operating expenses

36

579

187

(38
)

764

Equity in earnings of affiliates

—

—

33

—

33

Equity in earnings of subsidiaries

849

—

—

(849
)

—

Interest (expense) income, net

(220
)

3

3

—

(214
)
Loss on extinguishment of debt

(1
)

—

—

—

(1
)
Intercompany interest income (expense), net

64

—

(64
)

—

—

Other income (expense), net

29

139

(21
)

(34
)

113

Income before income taxes

685

366

749

(888
)

912

(Benefit from) provision for income taxes

(62
)

117

114

(4
)

165

Net income

747

249

635

(884
)

747

Less: Net income attributable to non-controlling interests

—

—

1

—

1

Net income attributable to Chemours
$
747

$
249

$
634

$
(884
)

$
746

Comprehensive income attributable to Chemours
$
881

$
253

$
828

$
(1,081
)

$
881

Year Ended December 31, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
104

$
839

$
—

$
943

Accounts and notes receivable, net

—

53

621

—

674

Intercompany receivable

2

1,023

180

(1,205
)

—

Inventories

—

552

612

(85
)

1,079

Prepaid expenses and other

—

60

15

6

81

Total current assets

2

1,792

2,267

(1,284
)

2,777

Property, plant, and equipment

—

7,207

2,206

—

9,413

Less: Accumulated depreciation

—

(4,697
)

(1,157
)

—

(5,854
)
Property, plant, and equipment, net

—

2,510

1,049

—

3,559

Operating lease right-of-use assets

—

273

21

—

294

Goodwill and other intangible assets, net

—

160

14

—

174

Investments in affiliates

—

—

162

—

162

Investments in subsidiaries

4,077

148

—

(4,225
)

—

Intercompany notes receivable

1,250

—

—

(1,250
)

—

Other assets

7

140

145

—

292

Total assets
$
5,336

$
5,023

$
3,658

$
(6,759
)

$
7,258

Liabilities

Current liabilities:

Accounts payable
$
—

$
528

$
395

$
—

$
923

Short-term and current maturities of long-term debt

13

11

110

—

134

Intercompany payable

720

138

345

(1,203
)

—

Other accrued liabilities

21

294

171

(2
)

484

Total current liabilities

754

971

1,021

(1,205
)

1,541

Long-term debt, net

3,876

150

—

—

4,026

Operating lease liabilities

—

233

12

—

245

Intercompany notes payable

—

—

1,250

(1,250
)

—

Deferred income taxes

17

45

56

—

118

Other liabilities

—

551

82

—

633

Total liabilities

4,647

1,950

2,421

(2,455
)

6,563

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

689

3,073

1,231

(4,304
)

689

Non-controlling interests

—

—

6

—

6

Total equity

689

3,073

1,237

(4,304
)

695

Total liabilities and equity
$
5,336

$
5,023

$
3,658

$
(6,759
)

$
7,258

Year Ended December 31, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
239

$
962

$
—

$
1,201

Accounts and notes receivable, net

—

297

564

—

861

Intercompany receivable

2

1,057

91

(1,150
)

—

Inventories

—

483

749

(85
)

1,147

Prepaid expenses and other

—

58

26

—

84

Total current assets

2

2,134

2,392

(1,235
)

3,293

Property, plant, and equipment

—

6,870

2,122

—

8,992

Less: Accumulated depreciation

—

(4,591
)

(1,110
)

—

(5,701
)
Property, plant, and equipment, net

—

2,279

1,012

—

3,291

Goodwill and other intangible assets, net

—

167

14

—

181

Investments in affiliates

—

—

160

—

160

Investments in subsidiaries

4,487

11

—

(4,498
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

17

154

274

(8
)

437

Total assets
$
5,656

$
4,745

$
3,852

$
(6,891
)

$
7,362

Liabilities

Current liabilities:

Accounts payable
$
—

$
637

$
500

$
—

$
1,137

Current maturities of long-term debt

13

—

—

—

13

Intercompany payable

698

92

360

(1,150
)

—

Other accrued liabilities

21

341

198

(1
)

559

Total current liabilities

732

1,070

1,058

(1,151
)

1,709

Long-term debt, net

3,902

57

—

—

3,959

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

8

143

82

(16
)

217

Other liabilities

—

372

85

—

457

Total liabilities

4,642

1,642

2,375

(2,317
)

6,342

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

1,014

3,103

1,471

(4,574
)

1,014

Non-controlling interests

—

—

6

—

6

Total equity

1,014

3,103

1,477

(4,574
)

1,020

Total liabilities and equity
$
5,656

$
4,745

$
3,852

$
(6,891
)

$
7,362

Year Ended December 31, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Cash flows from operating activities

Cash provided by (used for) operating activities
$
140

$
(892
)

$
1,684

$
(282
)

$
650

Cash flows from investing activities

Purchases of property, plant, and equipment

—

(403
)

(78
)

—

(481
)
Intercompany investing activities

—

26

(398
)

372

—

Acquisition of business, net

—

(10
)

—

—

(10
)
Proceeds from sales of assets and businesses, net

—

7

2

—

9

Proceeds from life insurance policies

—

1

—

—

1

Foreign exchange contract settlements, net

—

(2
)

—

—

(2
)
Cash used for investing activities

—

(381
)

(474
)

372

(483
)
Cash flows from financing activities

Proceeds from revolving loan

150

—

—

—

150

Repayments on revolving loan

(150
)

—

—

—

(150
)
Proceeds from accounts receivable securitization facility

—

—

128

—

128

Debt repayments

(13
)

(5
)

(19
)

—

(37
)
Payments on finance leases

—

(1
)

(2
)

—

(3
)
Purchases of treasury stock, at cost

(322
)

—

—

—

(322
)
Intercompany financing activities (1)

380

1,144

(1,434
)

(90
)

—

Proceeds from exercised stock options, net

9

—

—

—

9

Payments related to tax withholdings on vested stock awards

(30
)

—

—

—

(30
)
Payments of dividends

(164
)

—

—

—

(164
)
Cash (used for) provided by financing activities

(140
)

1,138

(1,327
)

(90
)

(419
)
Effect of exchange rate changes on cash and cash equivalents

—

—

(6
)

—

(6
)
Decrease in cash and cash equivalents

—

(135
)

(123
)

—

(258
)
Cash and cash equivalents at January 1,

—

239

962

—

1,201

Cash and cash equivalents at December 31,
$
—

$
104

$
839

$
—

$
943

Year Ended December 31, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Cash flows from operating activities

Cash (used for) provided by operating activities
$
(159
)

$
10

$
1,289

$
—

$
1,140

Cash flows from investing activities

Purchases of property, plant, and equipment

—

(390
)

(108
)

—

(498
)
Acquisition of business, net

—

(37
)

—

—

(37
)
Proceeds from sales of assets and businesses, net

—

46

—

—

46

Intercompany investing activities

—

(153
)

(999
)

1,152

—

Foreign exchange contract settlements, net

—

2

—

—

2

Cash used for investing activities

—

(532
)

(1,107
)

1,152

(487
)
Cash flows from financing activities

Proceeds from issuance of debt, net

520

—

—

—

520

Debt repayments

(679
)

—

—

—

(679
)
Payments related to extinguishment of debt

(29
)

—

—

—

(29
)
Payments of debt issuance costs

(12
)

—

—

—

(12
)
Purchases of treasury stock, at cost

(644
)

—

—

—

(644
)
Intercompany financing activities

1,152

—

—

(1,152
)

—

Proceeds from exercised stock options, net

16

—

—

—

16

Payments related to tax withholdings on vested restricted stock units

(17
)

—

—

—

(17
)
Payments of dividends

(148
)

—

—

—

(148
)
Cash provided by (used for) financing activities

159

—

—

(1,152
)

(993
)
Effect of exchange rate changes on cash and cash equivalents

—

—

(15
)

—

(15
)
(Decrease) increase in cash and cash equivalents

—

(522
)

167

—

(355
)
Cash and cash equivalents at January 1,

—

761

795

—

1,556

Cash and cash equivalents at December 31,
$
—

$
239

$
962

$
—

$
1,201

Year Ended December 31, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Cash flows from operating activities

Cash (used for) provided by operating activities
$
(132
)

$
603

$
169

$
—

$
640

Cash flows from investing activities

Purchases of property, plant, and equipment

—

(327
)

(84
)

—

(411
)
Proceeds from sales of assets and businesses, net

—

39

—

—

39

Intercompany investing activities

—

220

—

(220
)

—

Foreign exchange contract settlements, net

—

2

—

—

2

Cash used for investing activities

—

(66
)

(84
)

(220
)

(370
)
Cash flows from financing activities

Intercompany short-term borrowings, net

(220
)

—

—

220

—

Proceeds from issuance of debt, net

495

—

—

—

495

Debt repayments

(27
)

—

—

—

(27
)
Payments related to extinguishment of debt

(1
)

—

—

—

(1
)
Payments of debt issuance costs

(6
)

—

—

—

(6
)
Purchases of treasury stock, at cost

(106
)

—

—

—

(106
)
Proceeds from exercised stock options, net

31

—

—

—

31

Payments related to tax withholdings on vested restricted stock units

(12
)

—

—

—

(12
)
Payments of dividends

(22
)

—

—

—

(22
)
Cash provided by financing activities

132

—

—

220

352

Effect of exchange rate changes on cash and cash equivalents

—

—

32

—

32

Increase in cash and cash equivalents

—

537

117

—

654

Cash and cash equivalents at January 1,

—

224

678

—

902

Cash and cash equivalents at December 31,
$
—

$
761

$
795

$
—

$
1,556

Delaware		46-4845564
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Title of Each Class		Trading ~~Symbols(s)~~Symbol(s)		Name of Exchange on Which Registered
Common Stock ($~~.01~~0.01 par value)		CC		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.			Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.			Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.			Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).			Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.					☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.					☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).				Yes ☐ No ☒

			Page
Part I
	Item 1.	Business	3
	Item 1A.	Risk Factors	1216
	Item 1B.	Unresolved Staff Comments	2631
	Item 2.	Properties	2731
	Item 3.	Legal Proceedings	2832
	Item 4.	Mine Safety Disclosures	2933
		Information About Our Executive Officers	2934
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	3136
	Item 6.	~~Selected Historical Consolidated Financial Data~~[Reserved]	3337
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3438
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6070
	Item 8.	Financial Statements and Supplementary Data	6171
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6171
	Item 9A.	Controls and Procedures	6171
	Item 9B.	Other Information	6172
	Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	72
Part III
	Item 10.	Directors, Executive Officers, and Corporate Governance	6273
	Item 11.	Executive Compensation	6273
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6273
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	6273
	Item 14.	Principal Accounting Fees and Services	6273
Part IV
	Item 15.	Exhibits, Financial Statement Schedules	6374
	Item 16.	Form 10-K Summary	6374
Signatures			6778

Inspired People Goal (1)		At December 31, 2021
Fill 50% of all positions globally with women;		Approximately 23% of all global positions are filled with women;
Fill 20% of all U.S. positions with ethnically diverse employees;		Approximately 21% of all U.S. positions are filled with ethnically diverse employees;
Improve employee, contractor, process, and distribution safety performance by at least 75%; and,		For our most recent fiscal year (2,3): - Our employee total recordable incident rate ("TRIR") was 0.29; - Our contractor TRIR was 0.15; - Our process safety tier 1 rate was 0.03; - We had 2 distribution incidents; and,
Invest $50 million in our communities to improve lives by increasing access to science, technology, engineering, and math (“STEM”) skills, safety initiatives, and sustainable environment programs.		Approximately $15 million has been invested to improve lives by increasing access to STEM skills, safety initiatives, and sustainable environment programs within the communities in which we operate.


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Dollars in millions, except per share amounts)							Approximate Dollar
					Total Number		Value of Shares
	Total Number				of Shares		That May Yet be
	of Shares		Average Price		Purchased as Part of		Purchased Under the
	Purchased		Paid per Share		Publicly Announced		Plans or Programs
Period	(1)		(2)		Plans or Programs		(2)
Month ended October 31, 2021		719,485	$	30.02		719,485	$	324
Month ended November 30, 2021		739,197		31.44		739,197		301
Month ended December 31, 2021		1,564,257		31.94		1,564,257		251
Total		3,022,939	$	31.36		3,022,939	$	251

	~~Year Ended December 31,~~
Change in net sales from prior period	~~2019~~Year Ended December 31, 2021
Price		(27	)%
Volume		~~(14~~21	)%
Currency		2	%
Portfolio		(12	)%
Total change in net sales		~~(17~~28	)%

	Year Ended December 31,						Year Ended December 31,
(Dollars in millions)	2019			2018			2021			2020
Fluoroproducts	$	578		$	783
Titanium Technologies							$	809		$	510
Thermal & Specialized Solutions								412			354
Advanced Performance Materials								261			126
Chemical Solutions		80			64			51			73
Titanium Technologies		505			1,055
Segment Adjusted EBITDA		1,163			1,902
Corporate and Other		(143	)		(162	)		(220	)		(184	)
Total Adjusted EBITDA	$	1,020		$	1,740		$	1,313		$	879

	~~Year Ended December 31,~~
Change in segment net sales from prior period	~~2019~~Year Ended December 31, 2021
Price		(210	)%
Volume		(428	)%
Currency		(12	)%
Portfolio		—	%
Total change in segment net sales		(740	)%

Change in segment net sales from prior period	Year Ended December 31, 2021
Price		4	%
Volume		9	%
Currency		1	%
Portfolio		—	%
Total change in segment net sales		14	%

	~~Year Ended December 31,~~
~~Change in segment net sales from prior period~~	~~2019~~
~~Price~~		(1	)%
~~Volume~~		~~(24~~	)%
~~Currency~~		(1	)%
~~Total change in segment net sales~~		~~(26~~	)%

(Dollars in millions)	Year Ended December 31, 2021
Net sales (1)	$	4,014
Gross profit		542
Income before income taxes		138
Net income		144
Net income attributable to Chemours		144

			Payments Due In
(Dollars in millions)	Total		2020		2021 - 2022		2023 - 2024		2025 and Beyond
Long-term debt obligations (1)	$	4,036	$	122	$	26	$	934	$	2,954
Interest on long-term debt obligations (1)		1,046		203		401		309		133
Operating leases		379		82		115		64		118
Financing leases		76		9		16		16		35
Purchase obligations (2):
Raw materials		1,290		160		303		257		570
Utilities		1,055		113		162		153		627
Other		107		64		30		13		—
Total purchase obligations		2,452		337		495		423		1,197
Other liabilities:
Workers’ compensation (3)		24		3		5		4		12
Asset retirement obligations (3)		61		7		21		11		22
Environmental remediation (3)		406		74		111		86		135
Legal settlements (3)		20		4		6		5		5
Employee separation charges		15		15		—		—		—
Other (3)		170		27		18		21		104
Total other liabilities		696		130		161		127		278
Total contractual obligations	$	8,685	$	883	$	1,214	$	1,873	$	4,715

	As of December 31,
(Dollars in millions)	2021			2020
Total debt principal	$	3,782		$	4,061
Less: Cash and cash equivalents		(1,451	)		(1,105	)
Total debt principal, net	$	2,331		$	2,956

	Year Ended December 31,
(Dollars in millions)	2021			2020
Adjusted EBITDA (1)	$	1,313		$	879

Net Leverage Ratio	1.8x			3.4x


Exhibit Number		Description

2.1		Separation Agreement by and between E. I. du Pont de Nemours and Company and the Chemours Company (incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
2.1(1)		Amendment No. 1, dated August 24, 2017, to the Separation Agreement, dated as of July 1, 2015, by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on August 25, 2017).
2.2		Purchase and Sale Agreement, dated as of July 26, 2021, by and between The Chemours Company and Manchester Acquisition Sub LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 26, 2021).
3.1		Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
3.2		Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
4.1		Indenture dated May 12, 2015 by and among The Chemours Company, The Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
~~4.1(1)~~		First Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
~~4.1(2)~~		Second Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
~~4.1(3)~~		Third Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, UK Branch, as Paying Agent for the Euro Notes and Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
~~4.1(4)~~		Fourth Supplemental Indenture, dated as of June 6, 2018, among The Chemours Company, the Guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on June 6, 2018).
~~4.1(5)~~		~~Specimen 6.625% Notes due 2023 (included in Exhibit 4.1(1)).~~
~~4.1(6)~~		~~Specimen 7.000% Notes due 2025 (included in Exhibit 4.1(2)).~~
~~4.1(7)~~		~~Specimen 6.125% Notes due 2023 (included in Exhibit 4.1(3)).~~
~~4.2~~		~~Indenture~~ (for senior debt securities), dated as of May 23, 2017, by and between The Chemours Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on May 23, 2017).
~~4.2(1)~~4.1(1)		First Supplemental Indenture, dated as of May 23, 2017, by and among The Chemours Company, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on May 23, 2017).
~~4.2(2)~~4.1(2)		Second Supplemental Indenture, dated as of June 6, 2018, among The Chemours Company, the Guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on June 6, 2018).
~~4.2(3)~~4.1(3)		Specimen 5.375% Senior Note due 2027 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on May 23, 2017).
~~4.2(4)~~4.1(4)		Specimen 4.000% Senior Note Due 2026 (included in Exhibit 4.2(2)).
4.2		Indenture, dated as of November 27, 2020, between The Chemours Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on November 27, 2020).
4.2(1)		First Supplemental Indenture, dated as of November 27, 2020, among The Chemours Company, the guarantors named therein, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on November 27, 2020).
4.2(2)		Second Supplemental Indenture, dated as of August 18, 2021, among The Chemours Company, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on August 18, 2021).
4.2(3)		Specimen 5.750% Senior Notes Due 2028 (included in Exhibit 4.3(1)).
4.2(4)		Specimen 4.625% Senior Notes Due 2029 (included in Exhibit 4.3(2)).
4.3		Description of common ~~stock.~~stock (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019).
10.1		Second Amended and Restated Transition Services Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
10.2		Tax Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
10.3		Employee Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
10.4		Third Amended and Restated Intellectual Property Cross-License Agreement by and among E. I. du Pont de Nemours and Company, The Chemours Company FC and The Chemours Company TT, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
~~10.14~~10.14(1)		Amended and Restated Credit Agreement, dated as of April 3, 2018, among The Chemours Company, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on April 3, 2018).
10.14(2)		Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of April 3, 2018, among The Chemours Company, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 8, 2021).
10.16*		The Chemours Company Equity and Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-205391, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
10.17*		The Chemours Company Retirement Savings Restoration Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).


~~Exhibit~~ ~~Number~~		~~Description~~

10.18*		The Chemours Company Management Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-205393), as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
10.19(1)*		The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-205392), as filed with the U.S. Securities and Exchange Commission on July 1, 2015).


Exhibit Number		Description

10.19(2)*		The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, as filed with the U.S. Securities and Exchange Commission on May 4, 2018).
10.20*		The Chemours Company Senior Executive Severance Plan (incorporated by reference to Exhibit 10.20 to the company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
10.21*		Form of Option Award Terms under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.21 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
10.22*		Form of Restricted Stock Unit Terms under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.22 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
10.23*		Form of Stock Appreciation Right Terms under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.23 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
10.24(1)*		Form of Restricted Stock Unit Terms for Non-Employee Directors under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
10.24(2)*		Form of Deferred Stock Unit Terms for Non-Employee Directors under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, as filed with the U.S. Securities and Exchange Commission on May 4, 2018).
10.25*		Form of Performance-Based Restricted Stock Unit Terms for August 2015 (incorporated by reference to Exhibit 10.25 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015).
10.26*		Form of Performance Share Unit Award Terms under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.26 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.27*		Form of Cash Performance Award Terms under the Company’s Equity and Incentive Plan (incorporated by reference to Exhibit 10.27 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.28*		Form of Indemnification Agreement for officers and directors (incorporated by reference to Exhibit 10.28 to the company’s Annual Report on Form 10-K for the year ended December 31, 2015).
10.30		Letter Agreement dated January 28, 2016 by and between The Chemours Company and E. I. du Pont de Nemours and Company (incorporated by reference to Item 10.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 23, 2016).
10.31*		Form of Option Award Terms under the Company’s Equity Incentive Plan for grantees located in the U.S. (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.32*		Form of Option Award Terms under the Company’s Equity Incentive Plan for grantees located outside the U.S. (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.33*		Form of Award Terms of Time-Vested Restricted Stock Units under the Company’s Equity Incentive Plan for grantees located in the U.S. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.34*		Form of Award Terms of Time-Vested Restricted Stock Units under the Company’s Equity Incentive Plan for grantees located outside the U.S. (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.35*		Form of Award Terms of Performance Share Units under the Company’s Equity Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.36*		~~Separation Agreement and Release between Paul Kirsch and the Company effective October 31, 2019, dated October 3, 2019.~~
10.37*		The Chemours Company 2017 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on May 1, 2017).
10.37		Memorandum of Understanding, dated January 22, 2021, by and among The Chemours Company, Corteva, Inc., E. I. du Pont de Nemours and Company and DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on January 22, 2021).
10.38*		Separation Agreement and Release between E. Bryan Snell and the Company effective March 1, 2021, dated March 1, 2021 (incorporated by reference in Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 2, 2021).
10.39*		Employment Transition Agreement between Mark Vergnano and the Company, dated as of June 2, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on June 3, 2021).
10.40		Settlement Agreement, Limited Release, Waiver and Covenant Not to Sue, dated July 13, 2021, by and among The Chemours Company, Corteva, Inc., E.I. du Pont De Nemours and Company, DuPont de Nemours, Inc, and the State of Delaware (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 13, 2021).
21		Subsidiaries of the Registrant.
22		List of Guarantor Subsidiaries.
23		Consent of Independent Registered Public Accounting Firm.
31.1		Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.



32.1		Section 1350 Certification of the ~~company’s~~Company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2		Section 1350 Certification of the ~~company’s~~Company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
95		Mine Safety Disclosures.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.


~~Exhibit~~ ~~Number~~		~~Description~~

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
104		The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2021, which has been formatted in Inline XBRL and included within Exhibit 101.

	THE CHEMOURS COMPANY
	(Registrant)

	Date:		February ~~14, 2020~~11, 2022

	By:		/s/ Sameer Ralhan
			Sameer Ralhan
			Senior Vice President, Chief Financial Officer ~~and Treasurer~~
			(As Duly Authorized Officer and Principal Financial Officer)

Signature	Title(s)	Date

/s/ Mark ~~P. Vergnano~~E. Newman	President, Chief Executive Officer, and	February ~~14, 2020~~11, 2022
Mark ~~P. Vergnano~~E. Newman	Director
Mark ~~P. Vergnano~~E. Newman	(Principal Executive Officer)

/s/ Sameer Ralhan	Senior Vice President,	February ~~14, 2020~~11, 2022
Sameer Ralhan	Chief Financial Officer ~~and Treasurer~~
Sameer Ralhan	(Principal Financial Officer)

/s/ ~~Matthew S. Abbott~~Camela T. Wisel	Vice President and Controller	February ~~14, 2020~~11, 2022
~~Matthew S. Abbott~~Camela T. Wisel	(Principal Accounting Officer)

/s/ ~~Richard H. Brown~~Dawn L. Farrell	~~Chairman~~Chairperson of the Board	February ~~14, 2020~~11, 2022
~~Richard H. Brown~~Dawn L. Farrell

/s/ Curtis V. Anastasio	Director	February ~~14, 2020~~11, 2022
Curtis V. Anastasio

/s/ Bradley J. Bell	Director	February ~~14, 2020~~11, 2022
Bradley J. Bell

/s/ Mary B. Cranston	Director	February ~~14, 2020~~11, 2022
Mary B. Cranston

/s/ Curtis J. Crawford	Director	February ~~14, 2020~~11, 2022
Curtis J. Crawford

~~/s/ Dawn L. Farrell~~	~~Director~~	~~February 14, 2020~~
~~Dawn L. Farrell~~

/s/ Erin N. Kane	Director	February ~~14, 2020~~11, 2022
Erin N. Kane

/s/ Sean D. Keohane	Director	February ~~14, 2020~~11, 2022
Sean D. Keohane

/s/ Sandra Phillips Rogers	Director	February 11, 2022
Sandra Phillips Rogers

/s/ Mark P. Vergnano	Director	February 11, 2022
Mark P. Vergnano

		Page
Management’s Report on Internal Control over Financial Reporting		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)		F-3
Consolidated Statements of Operations for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~201~~2019		F-5
7Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019		F-6
Consolidated ~~Statements of Comprehensive Income (Loss) for the years ended~~Balance Sheets at December 31, ~~2019, 2018,~~2021 and ~~201~~20207		F-7
~~Consolidated Balance Sheets at December 31, 2019 and 201~~8		~~F-8~~
Consolidated Statements of Stockholders’ Equity for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~201~~20197		~~F-9~~F-8
Consolidated Statements of Cash Flows for the years ended December 31, ~~2019, 2018,~~2021, 2020, and ~~201~~20197		~~F-10~~F-9
Notes to the Consolidated Financial Statements		~~F-11~~F-10

	Fair Value At Acquisition Date		Measurement Period Adjustments			Adjusted Fair Value		Weighted-average Useful Life (in Years)
Assets acquired:
Accounts receivable - trade	$	4	$	—		$	4
Inventories		8		—			8
Property, plant, and equipment		1		—			1
Identifiable intangible asset:
Customer relationships (1)		20		2			22		5
Total assets acquired		33		2			35
Liabilities assumed:
Accounts payable		1		—			1
Other accrued liabilities		1		—			1
Total liabilities assumed		2		—			2
Total identifiable net assets acquired		31		2			33
Goodwill (1)		6		(2	)		4
Net assets acquired	$	37	$	—		$	37

	Chemical Solutions Site Closures			Titanium Technologies Site Closures			2015 Global Restructuring Program			2017 Restructuring Program			2018 Restructuring Program			2019 Restructuring Program			Total
Balance at January 1, 2018	$	2		$	1		$	1		$	23		$	—		$	—		$	27
Charges to income		—			—			—			9			5			—			14
Payments		(2	)		(1	)		—			(22	)		—			—			(25	)
Balance at December 31, 2018		—			—			1			10			5			—			16
(Credits) charges to income		—			—			(1	)		—			(1	)		22			20
Payments		—			—			—			(9	)		(4	)		(8	)		(21	)
Balance at December 31, 2019	$	—		$	—		$	—		$	1		$	—		$	14		$	15

Jurisdiction		Open Years
China		2015 through ~~2019~~2021
India		2015 through ~~2019~~2021
Mexico		~~2013~~2015 through ~~2019~~2021
Netherlands		~~2015~~2017 through ~~2019~~2021
Singapore		~~2015~~2017 through ~~2019~~2021
Switzerland		~~2015~~2018 through ~~2019~~2021
Taiwan		2015 through ~~2019~~2021
U.S.		~~2015~~2017 through ~~2019~~2021

	Balance Sheet Location	December 31, 2019
Lease assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	294
Finance lease assets	Property, plant, and equipment, net (Note 13)		58
Total lease assets		$	352

Lease liabilities:
Current:
Operating lease liabilities	Other accrued liabilities (Note 19)	$	66
Finance lease liabilities	Short-term and current maturities of long-term debt (Note 20)		5
Total current lease liabilities			71
Non-current:
Operating lease liabilities	Operating lease liabilities		245
Finance lease liabilities	Long-term debt, net (Note 20)		54
Total non-current lease liabilities			299
Total lease liabilities		$	370

	Year Ended
	December 31, 2019
Operating lease cost	$	99
Short-term lease cost		5
Variable lease cost		16

Finance lease cost:
Amortization of lease assets		5
Interest on lease liabilities		2
Total lease cost	$	127

	Year Ended
	December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	101
Operating cash flows from finance leases		2
Financing cash flows from finance leases		3

Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities	$	48
Leased assets obtained in exchange for new finance lease liabilities		62


	~~December 31, 2019~~
~~Weighted-average remaining lease term (years):~~
~~Operating leases~~		~~8.5~~
~~Finance leases~~		~~9.2~~

~~Weighted-average discount rate:~~
~~Operating leases~~		~~5.10~~	%
~~Finance leases~~		~~5.90~~	%

	As of December 31, 2019						Operating Leases			Finance Leases			Total
	Operating Leases		Finance Leases		Total
2020	$	82	$	9	$	91
2021		66		8		74
2022		49		8		57	$	61		$	14		$	75
2023		35		8		43		46			14			60
2024		29		8		37		37			13			50
2025								29			13			42
2026								25			13			38
Thereafter		118		35		153		93			19			112
Total lease payments		379		76		455		291			86			377
Less: Imputed interest		68		17		85		(53	)		(14	)		(67	)
Present value of lease liabilities	$	311	$	59	$	370	$	238		$	72		$	310

	As of December 31, 2018
	Operating Leases		Finance Leases		Total
2019	$	92	$	—	$	92
2020		70		2		72
2021		59		—		59
2022		42		—		42
2023		27		—		27
Thereafter		134		—		134
Total lease payments	$	424	$	2	$	426

	Number of Shares (in Thousands)			Weighted-average Grant Date Fair Value (per Share)		Number of Shares (in Thousands)			Weighted-average Grant Date Fair Value (per Share)
Non-vested, December 31, 2016		2,316		$	11.23
Granted		214			36.68
Vested		(1,316	)		11.46
Forfeited		(49	)		14.27
Non-vested, December 31, 2017		1,165		$	15.34
Granted		135			48.35
Vested		(1,034	)		14.86
Forfeited		(19	)		30.94
Non-vested, December 31, 2018		247		$	34.22		247		$	34.22
Granted		439			26.89		439			26.89
Vested		(110	)		24.98		(110	)		24.98
Forfeited		(30	)		33.90		(30	)		33.90
Non-vested, December 31, 2019		546		$	29.95		546		$	29.95
Granted							585			17.01
Vested							(161	)		38.68
Forfeited							(60	)		25.78
Non-vested, December 31, 2020							910		$	20.51
Granted							461			26.30
Vested							(188	)		24.33
Forfeited							(24	)		19.96
Non-vested, December 31, 2021							1,159		$	22.20

	Net Investment Hedge			Cash Flow Hedge			Cumulative Translation Adjustment			Employee Benefits			Total			Net Investment Hedge			Cash Flow Hedge			Cumulative Translation Adjustment			Defined Benefit Plans			Total
Balance at January 1, 2017	$	22		$	—		$	(358	)	$	(241	)	$	(577	)
Other comprehensive (loss) income		(62	)		—			200			(3	)		135
Balance at December 31, 2017		(40	)		—			(158	)		(244	)		(442	)
Other comprehensive income (loss)		15			6			(75	)		(68	)		(122	)
Balance at December 31, 2018		(25	)		6			(233	)		(312	)		(564	)
Balance at January 1, 2019																$	(25	)	$	6		$	(233	)	$	(312	)	$	(564	)
Other comprehensive income (loss)		15			(4	)		2			202			215			15			(4	)		2			202			215
Balance at December 31, 2019	$	(10	)	$	2		$	(231	)	$	(110	)	$	(349	)		(10	)		2			(231	)		(110	)		(349	)
Other comprehensive (loss) income																	(66	)		(10	)		111			4			39
Balance at December 31, 2020																	(76	)		(8	)		(120	)		(106	)		(310	)
Other comprehensive income (loss)																	55			13			(116	)		(6	)		(54	)
Balance at December 31, 2021																$	(21	)	$	5		$	(236	)	$	(112	)	$	(364	)