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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the ~~Registrant~~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”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

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~~registrant is a shell company (as defined byin Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The ~~Registrant~~registrant had ~~185,163,064~~164,495,833 shares of common stock, $0.01 par value, outstanding at October ~~31, 2017.~~29, 2020.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2020			2019			2020			2019
Net sales	$	1,584		$	1,398		$	4,608		$	4,078		$	1,233		$	1,390		$	3,631		$	4,173
Cost of goods sold		1,117			1,056			3,341			3,267			976			1,096			2,877			3,260
Gross profit		467			342			1,267			811			257			294			754			913
Selling, general and administrative expense		148			148			444			454
Selling, general, and administrative expense														112			130			347			423
Research and development expense		20			19			61			60			22			20			67			61
Restructuring and asset-related charges, net		8			60			31			145
Total expenses		176			227			536			659
Restructuring, asset-related, and other charges														9			34			37			49
Total other operating expenses														143			184			451			533
Equity in earnings of affiliates		9			9			26			17			4			9			19			25
Interest expense, net		(55	)		(51	)		(161	)		(157	)		(53	)		(53	)		(160	)		(156	)
Other income, net		5			161			53			250
Other (expense) income, net														(5	)		25			(6	)		81
Income before income taxes		250			234			649			262			60			91			156			330
Provision for income taxes		43			30			130			25
(Benefit from) provision for income taxes														(16	)		15			(44	)		65
Net income		207			204			519			237			76			76			200			265
Less: Net income attributable to non-controlling interests		—			—			1			—
Net income attributable to Chemours	$	207		$	204		$	518		$	237		$	76		$	76		$	200		$	265
Per share data
Basic earnings per share of common stock	$	1.12		$	1.12		$	2.81		$	1.31		$	0.46		$	0.46		$	1.22		$	1.60
Diluted earnings per share of common stock	$	1.08		$	1.11		$	2.72		$	1.30			0.46			0.46			1.21			1.58
Dividends per share of common stock	$	0.03		$	0.03		$	0.09		$	0.09

	Three Months Ended September 30,
	2020									2019
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	60		$	16		$	76		$	91		$	(15	)	$	76
Other comprehensive income (loss):
Hedging activities:
Unrealized (loss) gain on net investment hedge		(32	)		8			(24	)		33			(8	)		25
Unrealized (loss) gain on cash flow hedge		(2	)		0			(2	)		5			(1	)		4
Reclassifications to net income - cash flow hedge		(1	)		0			(1	)		(2	)		0			(2	)
Hedging activities, net		(35	)		8			(27	)		36			(9	)		27
Cumulative translation adjustment		59			0			59			(68	)		0			(68	)
Defined benefit plans:
Additions to accumulated other comprehensive loss:
Net gain		1			0			1			—			0			0
Prior service cost		(1	)		0			(1	)		—			0			0
Curtailment gain		4			(1	)		3			—			0			0
Effect of foreign exchange rates		(3	)		0			(3	)		9			0			9
Reclassifications to net income:
Amortization of actuarial loss		2			(1	)		1			6			(1	)		5
Amortization of prior service gain		(1	)		0			(1	)		(1	)		0			(1	)
Settlement loss		1			0			1			3			0			3
Defined benefit plans, net		3			(2	)		1			17			(1	)		16
Other comprehensive income (loss)		27			6			33			(15	)		(10	)		(25	)
Comprehensive income		87			22			109			76			(25	)		51
Comprehensive income attributable to Chemours	$	87		$	22		$	109		$	76		$	(25	)	$	51


	Nine Months Ended September 30,
	2020									2019
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	156		$	44		$	200		$	330		$	(65	)	$	265
Other comprehensive income (loss):
Hedging activities:
Unrealized (loss) gain on net investment hedge		(40	)		10			(30	)		36			(9	)		27
Unrealized (loss) gain on cash flow hedge		(4	)		1			(3	)		7			(1	)		6
Reclassifications to net income - cash flow hedge		(5	)		1			(4	)		(8	)		1			(7	)
Hedging activities, net		(49	)		12			(37	)		35			(9	)		26
Cumulative translation adjustment		(19	)		0			(19	)		(45	)		0			(45	)
Defined benefit plans:
Additions to accumulated other comprehensive loss:
Net gain (loss)		1			0			1			(3	)		0			(3	)
Prior service (cost) benefit		(1	)		0			(1	)		5			0			5
Curtailment gain		4			(1	)		3			—			0			0
Effect of foreign exchange rates		(4	)		0			(4	)		10			0			10
Reclassifications to net income:
Amortization of actuarial loss		6			(1	)		5			18			(4	)		14
Amortization of prior service gain		(2	)		0			(2	)		(2	)		0			(2	)
Settlement loss		1			0			1			4			(1	)		3
Defined benefit plans, net		5			(2	)		3			32			(5	)		27
Other comprehensive (loss) income		(63	)		10			(53	)		22			(14	)		8
Comprehensive income		93			54			147			352			(79	)		273
Comprehensive income attributable to Chemours	$	93		$	54		$	147		$	352		$	(79	)	$	273

	September 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	956		$	943
Accounts and notes receivable, net		572			674
Inventories		993			1,079
Prepaid expenses and other		84			81
Total current assets		2,605			2,777
Property, plant, and equipment		9,391			9,413
Less: Accumulated depreciation		(5,973	)		(5,854	)
Property, plant, and equipment, net		3,418			3,559
Operating lease right-of-use assets		264			294
Goodwill and other intangible assets, net		169			174
Investments in affiliates		182			162
Other assets		310			292
Total assets	$	6,948		$	7,258
Liabilities
Current liabilities:
Accounts payable	$	701		$	923
Short-term and current maturities of long-term debt		32			134
Other accrued liabilities		575			484
Total current liabilities		1,308			1,541
Long-term debt, net		4,063			4,026
Operating lease liabilities		213			245
Deferred income taxes		34			118
Other liabilities		596			633
Total liabilities		6,214			6,563
Commitments and contingent liabilities
Equity
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 189,772,210 shares issued and 164,452,975 shares outstanding at September 30, 2020; 188,893,478 shares issued and 163,574,243 shares outstanding at December 31, 2019)		2			2
Treasury stock, at cost (25,319,235 shares at September 30, 2020 and December 31, 2019)		(1,072	)		(1,072	)
Additional paid-in capital		879			859
Retained earnings		1,325			1,249
Accumulated other comprehensive loss		(402	)		(349	)
Total Chemours stockholders’ equity		732			689
Non-controlling interests		2			6
Total equity		734			695
Total liabilities and equity	$	6,948		$	7,258

	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 July 1, 2019		188,801,201	$	2		25,319,235	$	(1,072	)	$	853		$	1,571		$	(531	)	$	6		$	829
Common stock issued - compensation plans		6,807		—		—		—			—			—			—			—			—
Exercise of stock options, net		3,678		—		—		—			—			—			—			—			—
Stock-based compensation expense		—		—		—		—			4			—			—			—			4
Net income		—		—		—		—			—			76			—			—			76
Dividends declared on common shares ($0.25 per share)		—		—		—		—			—			(41	)		—			—			(41	)
Other comprehensive loss		—		—		—		—			—			—			(25	)		—			(25	)
Balance at September 30, 2019		188,811,686	$	2		25,319,235	$	(1,072	)	$	857		$	1,606		$	(556	)	$	6		$	843

Balance at July 1, 2020		189,551,590	$	2		25,319,235	$	(1,072	)	$	872		$	1,290		$	(435	)	$	2		$	659
Common stock issued - compensation plans		2,578		—		—		—			—			—			—			—			—
Exercise of stock options, net		218,042		—		—		—			4			—			—			—			4
Stock-based compensation expense		—		—		—		—			3			—			—			—			3
Net income		—		—		—		—			—			76			—			—			76
Dividends declared on common shares ($0.25 per share)		—		—		—		—			—			(41	)		—			—			(41	)
Other comprehensive income		—		—		—		—			—			—			33			—			33
Balance at September 30, 2020		189,772,210	$	2		25,319,235	$	(1,072	)	$	879		$	1,325		$	(402	)	$	2		$	734


	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		1,098,346		—		—		—			1			(1	)		—			—			—
Exercise of stock options, net		508,773		—		—		—			8			—			—			—			8
Purchases of treasury stock, at cost		—		—		8,895,142		(322	)		—			—			—			—			(322	)
Stock-based compensation expense		—		—		—		—			18			—			—			—			18
Cancellation of unissued stock awards withheld to cover taxes		—		—		—		—			(30	)		—			—			—			(30	)
Net income		—		—		—		—			—			265			—			—			265
Dividends declared on common shares ($0.75 per share)		—		—		—		—			—			(124	)		—			—			(124	)
Other comprehensive income		—		—		—		—			—			—			8			—			8
Balance at September 30, 2019		188,811,686	$	2		25,319,235	$	(1,072	)	$	857		$	1,606		$	(556	)	$	6		$	843

Balance at January 1, 2020		188,893,478	$	2		25,319,235	$	(1,072	)	$	859		$	1,249		$	(349	)	$	6		$	695
Common stock issued - compensation plans		222,207		—		—		—			1			(1	)		—			—			—
Exercise of stock options, net		656,525		—		—		—			9			—			—			—			9
Stock-based compensation expense		—		—		—		—			12			—			—			—			12
Cancellation of unissued stock awards withheld to cover taxes		—		—		—		—			(2	)		—			—			—			(2	)
Net income		—		—		—		—			—			200			—			—			200
Dividends declared on common shares ($0.75 per share)		—		—		—		—			—			(123	)		—			—			(123	)
Dividends to non-controlling interests		—		—		—		—			—			—			—			(4	)		(4	)
Other comprehensive loss		—		—		—		—			—			—			(53	)		—			(53	)
Balance at September 30, 2020		189,772,210	$	2		25,319,235	$	(1,072	)	$	879		$	1,325		$	(402	)	$	2		$	734

Three Months Ended September 30,

2017

2016

Pre-Tax

Tax

After-Tax

Pre-Tax

Tax

After-Tax

Net income

$
250

$
(43
)

$
207

$
234

$
(30
)

$
204

Other comprehensive income (loss):

Unrealized loss on net
   investment hedge

(26
)

10

(16
)

(6
)

—

(6
)
Cumulative translation
   adjustments

35

—

35

10

—

10

Defined benefit plans:

Net gain

5

—

5

—

—

—

Effect of foreign
   exchange rates

(9
)

2

(7
)

(3
)

1

(2
)
Reclassifications to net
   income:

Amortization of prior service gain

(1
)

—

(1
)

—

—

—

Amortization of actuarial loss

5

(1
)

4

6

(2
)

4

Settlement loss

1

—

1

—

—

—

Defined benefit plans, net

1

1

2

3

(1
)

2

Other comprehensive income

10

11

21

7

(1
)

6

Comprehensive income

260

(32
)

228

241

(31
)

210

Less: Comprehensive income attributable to non-controlling interests

—

—

—

—

—

—

Comprehensive income attributable to Chemours

$
260

$
(32
)

$
228

$
241

$
(31
)

$
210

Nine Months Ended September 30,

2017

2016

Pre-Tax

Tax

After-Tax

Pre-Tax

Tax

After-Tax

Net income

$
649

$
(130
)

$
519

$
262

$
(25
)

$
237

Other comprehensive income (loss):

Unrealized loss on net
   investment hedge

(76
)

20

(56
)

(9
)

—

(9
)
Cumulative translation
   adjustments

224

—

224

20

—

20

Defined benefit plans:

Net gain (loss)

5

—

5

(7
)

1

(6
)
Effect of foreign
   exchange rates

(36
)

8

(28
)

(5
)

2

(3
)
Reclassifications to net
   income:

Amortization of prior service gain

(1
)

—

(1
)

(1
)

—

(1
)
Amortization of actuarial loss

15

(3
)

12

18

(5
)

13

Settlement loss

1

—

1

(2
)

1

(1
)
Defined benefit plans, net

(16
)

5

(11
)

3

(1
)

2

Other comprehensive income

132

25

157

14

(1
)

13

Comprehensive income

781

(105
)

676

276

(26
)

250

Less: Comprehensive income attributable to non-controlling interests

1

—

1

—

—

—

Comprehensive income attributable to Chemours

$
780

$
(105
)

$
675

$
276

$
(26
)

$
250

(Unaudited)

September 30,

December 31,

2017

2016

Assets

Current assets:

Cash and cash equivalents

$
1,535

$
902

Accounts and notes receivable - trade, net

942

807

Inventories

877

767

Prepaid expenses and other

79

77

Total current assets

3,433

2,553

Property, plant and equipment

8,412

7,997

Less: Accumulated depreciation

(5,462
)

(5,213
)
Property, plant and equipment, net

2,950

2,784

Goodwill and other intangible assets, net

167

170

Investments in affiliates

166

136

Other assets

404

417

Total assets

$
7,120

$
6,060

Liabilities and equity

Current liabilities:

Accounts payable

$
1,010

$
884

Current maturities of long-term debt

14

15

Other accrued liabilities

546

872

Total current liabilities

1,570

1,771

Long-term debt, net

4,081

3,529

Deferred income taxes

175

132

Other liabilities

489

524

Total liabilities

6,315

5,956

Commitments and contingent liabilities

Equity

Common stock (par value $0.01 per share; 810,000,000 shares authorized; 185,092,058 and 182,600,533 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)

2

2

Additional paid-in capital

830

789

Retained earnings (accumulated deficit)

388

(114
)
Accumulated other comprehensive loss

(420
)

(577
)
Total Chemours stockholders’ equity

800

100

Non-controlling interests

5

4

Total equity

805

104

Total liabilities and equity

$
7,120

$
6,060

Common Stock

Additional
Paid-In

(Accumulated Deficit) Retained

Accumulated
Other
Comprehensive

Non-controlling

Shares

Amount

Capital

Earnings

(Loss) Income

Interests

Total

Balance at
   January 1, 2016

181,069,751

$
2

$
775

$
(115
)

$
(536
)

$
4

$
130

Net income

—

—

—

237

—

—

237

Common stock issued -   compensation plans

650,971

—

—

—

—

—

—

Dividends

—

—

(11
)

(5
)

—

—

(16
)
Other comprehensive income

—

—

—

—

13

—

13

Stock-based compensation expense

—

—

17

—

—

—

17

Balance at
   September 30, 2016

181,720,722

$
2

$
781

$
117

$
(523
)

$
4

$
381

Balance at
   January 1, 2017

182,600,533

$
2

$
789

$
(114
)

$
(577
)

$
4

$
104

Net income

—

—

—

518

—

1

519

Common stock issued - compensation plans

504,098

—

—

—

—

—

—

Dividends

—

—

—

(16
)

—

—

(16
)
Other comprehensive income

—

—

—

—

157

—

157

Stock-based compensation expense

—

—

21

—

—

—

21

Cancellation of unissued stock awards withheld to cover taxes

—

—

(10
)

—

—

—

(10
)
Exercise of stock options, net

1,987,427

—

30

—

—

—

30

Balance at
   September 30, 2017

185,092,058

$
2

$
830

$
388

$
(420
)

$
5

$
805

Nine Months Ended September 30,

2017

2016

Operating activities

Net income

$
519

$
237

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

204

212

Amortization of deferred financing costs and issuance discount

10

15

Gain on sale of assets and businesses

(14
)

(258
)
Equity in earnings of affiliates

(26
)

(17
)
Deferred tax provision (benefit)

53

(29
)
Asset-related charges

3

109

Other operating charges and credits, net

26

33

(Increase) decrease in operating assets:

Accounts and notes receivable - trade, net

(110
)

(63
)
Inventories and other operating assets

(91
)

113

(Decrease) increase in operating liabilities:

Accounts payable and other operating liabilities

(238
)

(28
)
Cash provided by operating activities

336

324

Investing activities

Purchases of property, plant and equipment

(246
)

(235
)
Proceeds from sales of assets and businesses, net

39

707

Foreign exchange contract settlements, net

5

(1
)
Investment in affiliates

—

(2
)
Cash (used for) provided by investing activities

(202
)

469

Financing activities

Proceeds from issuance of debt, net

494

—

Debt repayments

(24
)

(212
)
Dividends paid

(16
)

(16
)
Deferred financing fees

(6
)

(2
)
Tax payments related to withholdings on vested restricted stock units

(10
)

—

Proceeds from exercised stock options, net

30

—

Cash provided by (used for) financing activities

468

(230
)
Effect of exchange rate changes on cash and cash equivalents

31

28

Increase in cash and cash equivalents

633

591

Cash and cash equivalents at beginning of the period

902

366

Cash and cash equivalents at end of the period

$
1,535

$
957

Non-cash investing activities

Change in property, plant and equipment included in accounts payable

$
(16
)

$
9

	Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities
Net income	$	200		$	265
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation and amortization		240			232
Gain on sales of assets and businesses		0			(11	)
Equity in earnings of affiliates, net		(16	)		(24	)
Amortization of debt issuance costs and issue discounts		7			7
Deferred tax benefit		(105	)		(17	)
Asset-related charges		16			12
Stock-based compensation expense		12			18
Net periodic pension cost		9			4
Defined benefit plan contributions		(17	)		(15	)
Other operating charges and credits, net		(11	)		(2	)
Decrease (increase) in operating assets:
Accounts and notes receivable, net		97			32
Inventories and other operating assets		111			(46	)
(Decrease) increase in operating liabilities:
Accounts payable and other operating liabilities		(89	)		(205	)
Cash provided by operating activities		454			250
Cash flows from investing activities
Purchases of property, plant, and equipment		(214	)		(385	)
Acquisition of business, net		(10	)		(10	)
Proceeds from sales of assets and businesses, net		0			7
Proceeds from life insurance policies		0			1
Foreign exchange contract settlements, net		14			0
Cash used for investing activities		(210	)		(387	)
Cash flows from financing activities
Proceeds from accounts receivable securitization facility		12			125
Proceeds from revolving loan		300			150
Repayments on revolving loan		(300	)		(150	)
Debt repayments		(140	)		(15	)
Payments on finance leases		(4	)		(2	)
Purchases of treasury stock, at cost		0			(322	)
Proceeds from exercised stock options, net		9			8
Payments related to tax withholdings on vested stock awards		(2	)		(30	)
Payments of dividends to the Company's common shareholders		(123	)		(124	)
Distributions to non-controlling interest shareholders		(4	)		0
Cash used for financing activities		(252	)		(360	)
Effect of exchange rate changes on cash and cash equivalents		21			(10	)
Increase (decrease) in cash and cash equivalents		13			(507	)
Cash and cash equivalents at January 1,		943			1,201
Cash and cash equivalents at September 30,	$	956		$	694

Supplemental cash flows information
Non-cash investing and financing activities:
Changes in property, plant, and equipment included in accounts payable	$	25		$	68
Obligations incurred under build-to-suit lease arrangement		0			35
Non-cash financing arrangements		15			11
Deferred payments related to acquisition of business		0			15

Note 1. Background, Description of the Business, and Basis of ~~Presentation~~Presentation

The Chemours Company (“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 chemical products for markets, including plastics and coatings, refrigeration and air conditioning, general industrial, electronics, mining, and oil refining. The Company’s principal products include refrigerants, industrial fluoropolymer resins, sodium cyanide, performance chemicals and intermediates, and titanium dioxide (“TiO₂”) pigment. Chemours manages and reports its operating results through 3 reportable segments: Fluoroproducts, 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. The 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.

Chemours separated from E. I. du Pont de Nemours and Company (“DuPont”) on July 1, 2015 (the “Separation”). On August 31, 2017, DuPont completed a merger with The Dow Chemical Company (“Dow”). Following their merger, DuPont 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”).

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

The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ~~(GAAP) in the United States of America (U.S.~~(“GAAP”) ~~for interim financial information.~~. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair statement of the Company’s results for interim periods have been included. ~~Results~~The notes that follow are an integral part of the Company’s interim consolidated financial statements. The Company’s results for interim periods should not be considered indicative of its results for a full year, and the year-end consolidated balance sheet does not include all of the disclosures required by ~~U.S.~~ GAAP. As such, these interim consolidated financial statements should be read in conjunction with the ~~consolidated financial statements~~Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

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 interim consolidated financial statements.

~~Unless the context otherwise requires, references herein to “The Chemours Company”, “Chemours”, “the Company”, “our Company”, “we”, “us” and “our” refer to~~

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

In December 2019, an outbreak of illness caused by COVID-19 was identified in Wuhan, China, and the virus has since continued to spread globally. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. Since the initial stages of the pandemic, certain economies in regions throughout the world have started to reopen; however, certain of these regions have also seen further spread and even resurgences in the number of positively identified infections. Particularly in the Americas and Europe, infections have continued to spread, leading to health-related concerns in regions where the Company has several key manufacturing facilities. In an attempt to minimize the transmission of COVID-19, significant social and economic restrictions have been imposed throughout 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, have negative business-related implications for the Company and the U.S. and global economies. In consideration of the Company’s global customer base, the rates at which economies across the globe recover or worsen may drive varying levels of end-market demand for the various performance chemicals provided by the Company’s three segments. In turn, the magnitude and duration of the COVID-19 pandemic create significant uncertainties for the Company’s customer demand and financial results and, during the quarter ended September 30, 2020, have caused adverse impacts on the Company’s results of operations.

In response to the macroeconomic uncertainties driven by COVID-19, beginning in the second quarter of 2020, management decided to take certain precautionary measures. On April 8, 2020, the Company drew $300 from its ~~consolidated subsidiaries. References herein~~revolving credit facility, which was subsequently repaid during the third quarter of 2020 based on the Company’s liquidity position. Management also elected to ~~“DuPont” refer~~accept tax relief provided by various taxing jurisdictions, resulting in the deferral of approximately $80 in tax payments, which are largely expected to ~~E.I. du Pont de Nemours~~be made in the first quarter of 2021. From a cost savings perspective, management implemented a range of actions aimed at reducing costs, inclusive of reducing all discretionary spend, freezing non-critical hiring, delaying external spend wherever possible, reducing structural plant fixed costs, and temporarily reducing base salaries where legally permissible. The temporary base salary reductions were discontinued in September 2020. Management continues to expect that available cash, cash from operations, and existing debt financing arrangements will provide the Company ~~a Delaware corporation,~~with sufficient liquidity through at least November 2021.

In the preparation of these financial statements and related disclosures, management has assessed the impact of COVID-19 on its ~~consolidated subsidiaries, unless~~results, estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As the ~~context otherwise requires.~~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.

In ~~May 2014,~~December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The objective of this standard is to remove inconsistent practices with regard to revenue recognition between U.S. GAAP and International Financial Reporting Standards. The standard intends to improve the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Subsequent to the issuance of ASU No. 2014-09, the FASB issued multiple clarifying updates in connection with Topic 606. The provisions of ASU No. 2014-09 and its related updates will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company will adopt the standard on January 1, 2018 under the modified retrospective transition method.

The Company’s project plan includes a three-phase approach to implementing the standard update. Phase one, the assessment phase, was completed in the first quarter of 2017. In this initial phase, the Company (a) conducted internal surveys of its businesses, (b) held revenue recognition workshops with sales and business unit finance leadership and (c) reviewed a representative sample of revenue arrangements across all businesses to initially identify a set of applicable qualitative revenue recognition changes related to the standard. The Company has also completed phase two of the project, which included (a) establishing and documenting key accounting positions, (b) assessing new disclosure requirements, business process and control impacts and (c) beginning to determine the initial quantitative impacts resulting from the standard. Phase three will include (a) finalizing any changes to accounting policies, (b) preparing new disclosures, (c) implementing new business processes and controls as needed and (d) quantifying the effect of adoption on opening retained earnings.

Based on the analysis conducted to date, the Company believes that the adoption of the standard will not have a material impact on its consolidated financial statements. Substantially all of the Company’s revenue consists of sales of products that represent a single performance obligation where control transfers at the point in time title and risk of loss pass to the customer. The Company continues to evaluate the impact of the standard update on its consolidated financial statements and related disclosures and additional differences may be identified as new or amended contracts with customers that will impact future periods are executed. The Company expects that disclosure in the notes to the consolidated financial statements related to revenue recognition will be expanded in line with the requirements of the standard to further describe the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers.

~~In February 2016, the FASB~~(“FASB”) issued ASU No. ~~2016-02, “Leases~~2019-12, Income Taxes (Topic ~~842)”, which supersedes~~740): Simplifying the leases requirements in Topic 840. The core principle of Topic 842 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 12 months. Recognition of these lease assets and lease liabilities represents an improvement over previous U.S. GAAP, which did not require lease assets and lease liabilities to be recognizedAccounting for operating leases. Qualitative disclosures along with specific quantitative disclosures will be required to provide enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities.

Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that entities may elect to apply.Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, as well as improve consistency of application by clarifying and amending existing guidance. For public entities, the amendments are effective for ~~the Company’s~~ fiscal ~~year~~years beginning ~~January 1, 2019,~~after December 15, 2020, including interim periods within ~~that~~those fiscal ~~year. Early application of the amendments in this update~~years, and early adoption is ~~permitted for all entities. At adoption, the Company will recognize a right-of-use asset and a lease liability initially measured at the present value of its operating lease payments.~~permitted. The Company is currently evaluating the ~~other~~ impacts of adopting this guidance on its financial position, results of operations, and cash flows.

In ~~August~~June 2016, the FASB issued various updates to ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, which clarifies and amends the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method (unless impractical to do so) for each period presented and earlier application is permitted. Chemours does not expect that the adoption will have a significant impact on its cash flows.

~~In March 2017,~~ the FASB issued ASU No. ~~2017-07, “Compensation - Retirement Benefits~~2016-13, Financial Instruments – Credit Losses (Topic ~~715)”, which requires that employers offering their employees defined benefit pension plans disaggregate the service cost component from the other components~~326): Measurement of ~~net benefit cost. The amendments also provide explicit guidance~~Credit Losses on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The guidance is effective for public business entities for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods.Financial Instruments (“ASU No. 2016-13”). The amendments in this update ~~should be applied retrospectively~~affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash, which, for the ~~presentation~~Company, primarily consists of ~~the service cost component~~accounts and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement, and prospectively for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. Early adoption is permitted within the first interim period of an annual period for which financial statements have not been issued or made available for issuance. Chemours does not expect that the adoption will have a significant impact on its financial position, results of operations or cash flows.

~~In August 2017, the FASB issued~~notes receivable, net. ASU No. ~~2017-12, “Derivatives and Hedging (Topic 815)”, which simplifies~~2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial ~~statement reporting for qualifying hedging relationships by eliminating~~assets. The Company adopted ASU No. 2016-13 on January 1, 2020 using the ~~requirement to separately measure and report hedge ineffectiveness. For net investment hedges,~~modified retrospective transition method, the entire change in fair value of the hedging instruments is recorded in the currency translation adjustment section of other comprehensive income or loss. Pursuant to the amendments, these amounts are required to be subsequently reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is presented when the hedged item affects earnings. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018, as well as interim periods within those fiscal years. Early adoption is permitted in any interim period. The amendments in this update should be appliedwhich was not material to hedging relationships existing on the date of adoption, which includes a cumulative-effect adjustment to eliminate any ineffectiveness recorded to accumulated other comprehensive income or loss with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year in which adoption occurred. Presentation and disclosure amendments are required to be applied prospectively. Chemours is currently evaluating the impact of adopting this guidance on its financial position, results of operations, and cash flows.

In March ~~2016,~~2020, the FASB issued ASU No. ~~2016-09, “Compensation - Stock Compensation~~2020-04, Reference Rate Reform (Topic ~~718).” The update sets forth areas for simplification within several aspects~~848): Facilitation of the ~~accounting for shared-based payment transactions, including the income tax consequences, classification~~Effects of ~~awards as either equity or liabilities and classification~~Reference Rate Reform on ~~the statement of cash flows.~~Financial Reporting (“ASU No. 2020-04”). The amendments in this update ~~are~~provide optional guidance for a limited period of time to ease the 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. 2020-04 is effective March 12, 2020 through December 31, 2022. The Company is currently evaluating the impacts this standard will have on its accounting for ~~fiscal years,~~contracts and ~~interim periods within those fiscal years, beginning after December 15, 2016.~~hedging relationships.

In August 2019, the Company, through its wholly-owned subsidiary, The Chemours ~~adopted this guidance effective January 1, 2017,~~Company FC, LLC, entered into a Membership Interest Purchase Agreement to acquire all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida. 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 ~~adoption did not have a significant impact on the~~third quarter of 2020.

The Company’s consolidated financial ~~position,~~statements include SIM’s results of operations ~~or cash flows except for~~from August 1, 2019, the ~~impact~~date of ~~windfall~~acquisition. Net sales and net income tax benefits on share-based payments and the classification of employee withholding tax payments on vested restricted stock units (RSUs) as a financing activity on the statements of cash flows. Specific(loss) attributable to Chemours contributed by SIM during this period were not material to the ~~impact~~Company’s or its Titanium Technologies segment’s results of windfall tax benefits, the Company expects the guidance will cause volatility in its income tax rates going forward. As of the adoption date, there were no windfall tax benefits from prior periods recognized; therefore, prior period adjustments were not required under a modified retrospective basis. For the three and nine months ended September 30, 2017, Chemours recognized $5 and $18 of windfall tax benefits, respectively, primarily from significant options exercised and RSUs vested, which were included in the provision for income taxes in the consolidated statements of operations.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to determine the fair value of the individual assets and liabilities of a

reporting unit to measure goodwill impairment. Under the amendments, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Any impairment charges recognized would not exceed the total amount of goodwill allocated to the reporting unit. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company has adopted this guidance and will implement its provisions for interim and annual goodwill impairment tests performed prospectively. The Company does not expect that the adoption of this guidance will have a significant impact on its financial position, results of operations or cash flows.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides clarity and reduces both diversity in practice and the cost and complexity of applying the guidance in Topic 718 to a change in the terms or conditions of a share-based payment award. Pursuant to this update, modification accounting is required to be applied to changes in the terms and conditions of a share-based payment award unless all of the following criteria remain unchanged before and after the award is modified: (a) the fair value of the award; (b) the vesting conditions of the award; and (c) the classification of the award as an equity instrument or a liability instrument. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, and are to be applied prospectively to an award modified on or after the adoption date. Early adoption, including adoption in any interim period, is permitted for public business entities in reporting periods for which financial statements have not yet been issued. The Company has adopted this guidance and will implement its provisions prospectively for changes in the terms and conditions of share-based payment awards. The Company does not expect that the adoption of this guidance will have a significant impact on its financial position, results of operations or cash flows.

~~For the three and nine months ended September 30, 2017 and 2016, Chemours recorded restructuring and asset-related charges, net as follows:~~

The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment and product group for the three and nine months ended September 30, 2020 and 2019.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net sales by geographic region (1)
North America:
Fluoroproducts	$	233	$	260	$	727	$	851
Chemical Solutions		52		87		158		246
Titanium Technologies		203		178		571		550
Total North America		488		525		1,456		1,647
Asia Pacific:
Fluoroproducts		142		173		428		511
Chemical Solutions		4		16		17		47
Titanium Technologies		185		225		539		587
Total Asia Pacific		331		414		984		1,145
Europe, the Middle East, and Africa:
Fluoroproducts		117		151		387		515
Chemical Solutions		6		6		17		15
Titanium Technologies		135		122		382		358
Total Europe, the Middle East, and Africa		258		279		786		888
Latin America (2):
Fluoroproducts		41		52		115		157
Chemical Solutions		26		31		71		96
Titanium Technologies		89		89		219		240
Total Latin America		156		172		405		493
Total net sales	$	1,233	$	1,390	$	3,631	$	4,173

Net sales by segment and product group
Fluoroproducts:
Fluorochemicals	$	293	$	304	$	832	$	1,028
Fluoropolymers		240		332		825		1,006
Chemical Solutions:
Mining solutions		53		70		150		200
Performance chemicals and intermediates		35		70		113		204
Titanium Technologies:
Titanium dioxide and other minerals		612		614		1,711		1,735
Total net sales	$	1,233	$	1,390	$	3,631	$	4,173

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

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 September 30, 2020 and December 31, 2019.

Changes in the Company’s deferred revenue balances resulting from additions for advance payments and deductions for amounts recognized in net sales during the three and nine months ended September 30, 2020 were not significant. For the three and nine months ended September 30, 2020, the amount of net sales recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not significant.

Contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts were not significant as of September 30, 2020 or December 31, 2019.

Certain of the Company’s master services agreements 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 September 30, 2020, Chemours had $47 of remaining performance obligations. The Company expects to recognize approximately 47% of its remaining performance obligations as revenue in 2020, an approximate additional 28% in 2021, and the balance thereafter. 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 September 30, 2020 are also excluded.

The following table sets forth the components of the Company’s restructuring, asset-related, and other charges for the three and nine months ended September 30, 2020 and 2019.

The following table sets forth the impacts of the Company’s restructuring programs ~~impacted~~to segment earnings for the three and nine months ended September 30, ~~2017~~2020 and ~~2016 as follows:~~2019.

¹	~~Includes charges related to employee separation and decommissioning costs in connection with the restructuring activities.~~

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020			2019
Restructuring and other charges:
Plant and product line closures:
Chemical Solutions	$	1	$	0		$	4		$	0
Corporate and Other		0		5			1			18
Total plant and product line closures		1		5			5			18
2017 Restructuring Program:
Fluoroproducts		0		1			0			2
Titanium Technologies		0		0			0			1
Corporate and Other		0		0			(1	)		0
Total 2017 Restructuring Program		0		1			(1	)		3
2018 Restructuring Program:
Corporate and Other		0		(1	)		0			(1	)
Total 2018 Restructuring Program		0		(1	)		0			(1	)
2019 Restructuring Program:
Fluoroproducts		0		7			3			7
Chemical Solutions		0		2			0			2
Titanium Technologies		0		5			0			5
Corporate and Other		0		3			0			3
Total 2019 Restructuring Program		0		17			3			17
2020 Restructuring Program:
Fluoroproducts		1		0			4			0
Chemical Solutions		0		0			1			0
Titanium Technologies		0		0			3			0
Corporate and Other		2		0			6			0
Total 2020 Restructuring Program		3		0			14			0
Total restructuring and other charges		4		22			21			37
Asset-related charges:
Fluoroproducts		5		0			5			0
Chemical Solutions		0		12			7			12
Corporate and Other		0		0			4			0
Total asset-related charges		5		12			16			12
Total restructuring, asset-related, and other charges	$	9	$	34		$	37		$	49

In the ~~Titanium Technologies segment, due to~~fourth quarter of 2015, the ~~closure~~Company announced its completion of the ~~Edge Moor, Delaware~~strategic review of its Reactive Metals Solutions business and the decision to stop production at its Niagara Falls, New York manufacturing ~~plant in the U.S., the~~plant. The Company recorded additional decommissioning and dismantling-related charges of ~~$4 for the nine months ended September 30, 2017~~$1 and ~~$5 and $24~~$2 for the three and nine months ended September 30, ~~2016, respectively. The Company completed all actions related to these restructuring activities~~2020, respectively, and ~~sold the site during the first quarter of 2017. The cumulative amount incurred, excluding non-cash asset-related charges in connection with the Edge Moor plant closure, was approximately $60.~~

In the Fluoroproducts segment, the Company recorded additional decommissioning and dismantling-related charges for certain of its production lines in the U.S. of $3 for the nine months ended September 30, 2017 andless than $1 and $6$1 for the three and nine months ended September 30, ~~2016,~~2019, respectively. The Company expects to incur and spend approximately $4 related to additional restructuring charges for similar activities through 2021, all of which relate to Chemical Solutions. As of September 30, ~~2017,~~2020, the Company has incurred, in the aggregate, ~~approximately $17 of~~$40 in restructuring ~~costs, excluding non-cash asset-related charges. The Company has substantially completed the actions~~charges related to these ~~restructuring~~ activities, ~~for certain of its Fluoroproducts production lines, which were initiated in 2015.~~excluding asset-related charges.

In the ~~Chemicals Solutions segment, following the production shutdown~~first quarter of ~~the Reactive Metals Solutions (RMS) manufacturing plant at Niagara Falls, New York in September 2016,~~2018, the Company ~~immediately~~ began ~~decommissioning the plant. As~~ a ~~result, the~~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 from DuPont and never used in Chemours’ operations. The Company recorded ~~$5 and $16 of~~additional decommissioning and dismantling-related charges of $1 for the nine months ended September 30, 2020, and $4 and $18 for the three and nine months ended September 30, ~~2017, respectively,~~2019, respectively. As of September 30, 2020, the Company has incurred, in the aggregate, $28 in restructuring charges related to these activities, all of which relate to Corporate and $7Other. The Company does not currently expect to incur additional charges related to these activities at its Chambers Works site through the end of 2021, and ~~$6 for~~any remaining future charges and cash outflows associated with these activities are not expected to be material.

In the third quarter of 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 the fourth quarter of 2019. For the three and nine months ended September 30, ~~2016, respectively. As~~2019, the Company recorded accelerated depreciation of ~~September 30, 2017,~~$12. Through the fourth quarter of 2019, the Company incurred, in the aggregate, ~~approximately $30 of restructuring costs, excluding non-cash asset-related charges. Additional~~$34 in restructuring charges related to these activities, all of which relate to Chemical Solutions.

In the second quarter of 2020, the Company completed a business review of its Aniline business. It was determined that the Aniline business is not core to the Company’s future strategy, and the decision was made to stop production at the Pascagoula, Mississippi manufacturing plant by the end of 2020. As a result, during the nine months ended September 30, 2020, the Company recorded asset-related charges of $10, which are primarily comprised of $6for property, plant, and equipment and other asset impairments, as well as $4 for environmental remediation liabilities to be paid over a period of approximately ~~$5 for~~16 years. The Company also recorded employee separation-related liabilities of $2. In conjunction with this decision, approximately 75 employees will separate from the Company in 2021 and will be subject to our customary involuntary termination benefits. The associated severance payments will also be made in 2021. The Company expects to incur approximately $9 in additional restructuring charges related to decommissioning, dismantling, and other costs in connection with the exit of its Pascagoula site ~~redevelopment~~by the end of 2021, all of which relate to Chemical Solutions. The future net cash outflows associated with these exit costs are not expected to be ~~incurred for~~material.

In the ~~remainder~~third quarter of ~~2017,~~2020, in connection with various property, plant, and equipment and other asset impairments, the Company recorded asset-related charges of $5, all of which ~~will be expensed as incurred.~~relate to Fluoroproducts.

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: ~~(a)~~(i) outsourcing and further centralizing certain business process activities; ~~(b)~~(ii) consolidating existing, outsourced ~~third party~~third-party information technology ~~(IT)~~(“IT”) providers; and, ~~(c)~~(iii) implementing various upgrades to the Company’s current IT infrastructure. In connection with these corporate function efforts, the Company recorded $3$1 and $8$3 in restructuring-related charges for the three and nine months ended September 30, ~~2017,~~2019, respectively.

In 2017, the Company also announced a voluntary separation program ~~(VSP)~~(“VSP”) for certain eligible U.S. employees in an effort to better manage the anticipated future changes to its workforce. Employees who ~~volunteer~~volunteered for and ~~are~~were accepted under the VSP ~~will 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 for its 2017 Restructuring Program of $1 and $3 for the three and nine months ended September 30, 2019, respectively. The cumulative amount incurred, in the aggregate, for the Company’s 2017 Restructuring Program amounted to $61 at September 30, 2020. 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, and the majority of employees separated from the Company during the fourth quarter of 2019. As of September 30, 2020, the cumulative amount incurred, in the aggregate, for the Company’s 2019 Restructuring Program amounted to $25, the majority of which was incurred in the third and fourth quarters of 2019. The Company has completed incurring severance costs for this program. At September 30, 2020 and December 31, 2019, $2 and $14 remained as an employee separation-related liability, respectively, and the remaining severance payments are expected to be made by the end of 2021.

In the first quarter of 2020, management initiated the first phase of 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. A second phase of this program was initiated in the third quarter of 2020. As of September 30, 2020, the cumulative amount incurred, in the aggregate, for the Company’s 2020 Restructuring Program amounted to $14. The Company has largely completed incurring severance costs for this program. At September 30, 2020, $7 remained as an employee separation-related liability, and the remaining severance payments are expected to be made by the end of 2021.

The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the nine months ended September 30, 2020.

At September 30, 2020, there were no significant outstanding liabilities related to the Company’s decommissioning and other restructuring-related charges.

Chemours after providing a mutually agreed-upon service period. Based on current estimates, Chemours anticipates that approximately 300 to 350 employees will separate from the Company by the end of 2018. An accrual representing the majority of these termination benefits will be recognized in the fourth quarter of 2017, and any remaining incremental, one-time financial incentives under the VSP will be recognized over the period each participating employee continues to provide service to Chemours. No amounts for the VSP have been recognized in the consolidated financial statements as of September 30, 2017.Note 6. Other Income (Expense), Net

~~As a result of its 2017 program, the Company expects to incur charges for restructuring-related activities and termination benefits ranging from $45 to $55 through December 31, 2018.~~

The following table ~~shows~~sets forth the ~~change in the employee separation-related liability account associated with~~components of the Company’s ~~restructuring programs:~~other income (expense), net for the three and nine months ended September 30, 2020 and 2019.

~~At September 30, 2017, there are no significant outstanding liabilities related to decommissioning and other restructuring-related charges.~~

During the first quarter of 2020, the Company recorded a one-time tax benefit of $18, which was related to the United States Internal Revenue Service acceptance of a non-automatic accounting method change that allows for the recovery of tax basis for depreciation, which had been previously disallowed. The balance sheet impact of this adjustment is reflected as a deferred tax asset on the consolidated balance sheet.

During the third quarter of 2020, the Company recorded an income tax benefit of $11, net, which was related to the filing of its 2019 U.S. federal income tax return. The tax return included the favorable impacts of certain elections and accounting method changes, which were not reflected in the Company’s benefit from income taxes for the year ended December 31, 2019 as they were not yet able to be quantified.

In the United States, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed on March 27, 2020. This legislative relief, as well as other government relief programs, include measures that could impact direct and indirect tax provisions. Management has analyzed the relief in jurisdictions in which the Company operates, and the applicable impacts, which are not material to the Company’s benefit from income taxes for the three and nine months ended September 30, 2020.

During the third quarter of 2020, the U.S. Treasury Department released final and proposed regulations which impact U.S. business interest expense limitations, foreign income inclusion, and foreign tax credits. These regulations will be effective for tax years 2020 or 2021 forward, with the option of applying to tax years 2018 – 2020. The Company has assessed the impact of these regulations, the effect of which is not material to any of its historical or current tax positions.

For the three months ended September 30, 2017 and 2016, Chemours recorded a provision for income taxes of $43 and $30, respectively, resulting in effective income tax rates of approximately 17% and 13%, respectively. For the nine months ended September 30, 2017 and 2016, Chemours recorded a provision for income taxes of $130 and $25, respectively, resulting in effective income tax rates of approximately 20% and 10%, respectively.

The provision for income taxes for the nine months ended September 30, 2017 is inclusive of an $18 benefit from windfalls on share-based payments in accordance with the recently adopted guidance in ASU No. 2016-09, as discussed in Note 2. The remaining change in the effective tax rate from the prior year is primarily due to the Company’s geographical mix of earnings, as well as the impact of the valuation allowance on U.S. foreign tax credits, from which the Company does not expect to benefit in 2017.

Each year, Chemours and/or its subsidiaries file income tax returns in U.S. federal and state and non-U.S. jurisdictions. These tax returns are subject to examination and possible challenge by the cognizant taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by Chemours. As a result, income tax uncertainties are recognized in Chemours’ consolidated financial statements in accordance with accounting for income taxes under Topic 740, “Income Taxes”, when applicable.

Management is not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected in the consolidated balance sheets at September 30, 2017.

For the year ended December 31, 2016, the Company established a valuation allowance against its U.S. foreign tax credits. The Company regularly monitors positive and negative evidence that may change the most recent assessment of the Company’s ability to realize a benefit from these deferred tax assets. The Company continues to maintain a valuation allowance against its net deferred tax assets related to U.S. foreign tax credits of $65 and $50 at September 30, 2017 and December 31, 2016, respectively.

The following table ~~shows a reconciliation~~sets forth the reconciliations of the ~~numerator~~numerators and ~~denominator~~denominators for the Company’s basic and diluted earnings per share (“EPS”) calculations for the ~~periods indicated:~~three and nine months ended September 30, 2020 and 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 calculation:~~EPS calculations for the three and nine months ended September 30, 2020 and 2019.

The following table sets forth the components of the Company’s accounts and notes receivable, net at September 30, 2020 and December 31, 2019.

Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to $2 for the three and nine months ended September 30, 2020, and less than $1 and $1 for the three and nine months ended September 30, 2019, respectively.

~~Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense was less than $1 for~~

The following table sets forth the ~~three and nine months ended~~components of the Company’s inventories at September 30, ~~2017. Bad debt expense was $7 for the three~~2020 and ~~nine months ended September 30, 2016.~~

Inventory values, before last-in, first-out ~~(LIFO)~~(“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 ~~$472~~$639 and ~~$465, or 44%~~$674 (or 51% and ~~48%~~50%, respectively) of inventories before the LIFO adjustments at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. The remainder of the Company’s inventory held in international locations and certain U.S. locations is valued under the average cost method.

The following table sets forth the components of the Company’s property, plant, and equipment, net at September 30, 2020 and December 31, 2019.

Property, plant, and equipment, net included gross assets under finance leases of $75 and $68 at September 30, 2020 and December 31, 2019, respectively.

Depreciation expense amounted to ~~$61~~$77 and ~~$201~~$234 for the three and nine months ended September 30, ~~2017,~~2020, respectively, and ~~$72~~$76 and ~~$210~~$226 for the three and nine months ended September 30, ~~2016,~~2019, respectively. ~~Property, plant~~

The Company engages in transactions with its equity method investees in the ordinary course of business. Net sales to the Company’s equity method investees amounted to $21 and ~~equipment, net includes gross assets under capital leases of $5 at~~$68 for the three and nine months ended September 30, ~~2017~~2020, respectively, and ~~December 31, 2016.~~$40 and $104 for the three and nine months ended September 30, 2019, respectively. Purchases from the Company’s equity method investees amounted to $38 and $107 for the three and nine months ended September 30, 2020, respectively, and $48 and $215 for the three and nine months ended September 30, 2019, respectively. The Company also received less than $1 and $4 in dividends from its equity method investees for the three and nine months ended September 30, 2020, respectively, and $1 and $4 for the three and nine months ended September 30, 2019, respectively.

~~In December 2016, in connection with a sale agreement entered in January 2017 to sell~~

The following table sets forth the components of the Company’s ~~corporate headquarters building located in Wilmington, Delaware, the Company recorded a $13 pre-tax impairment charge~~other assets at September 30, 2020 and ~~classified the net book value of the building as an asset held for sale for the year ended~~ December 31, 2016. The Company completed the sale in April 2017 for net proceeds of $29, of which $13 was used to repay a portion of its senior secured term loans. In connection with the sale, Chemours also entered into lease agreements to lease back a portion of the building beginning in April 2017. In connection with the sale and leaseback transaction, the Company deferred a gain of $2 million.2019.

The following table sets forth the components of the Company’s other accrued liabilities at September 30, 2020 and December 31, 2019.

The following table sets forth the components of the Company’s debt at September 30, 2020 and December 31, 2019.

The Company’s credit agreement, as amended and restated on April 3, 2018 (“Credit Agreement”), provides for seven-year, senior secured term loans and a five-year ~~$750~~, $800 senior secured revolving credit facility ~~(Revolving~~(“Revolving Credit ~~Facility)~~Facility”) (collectively, the “Senior Secured Credit Facilities”). The ~~proceeds~~Company made term loan payments of ~~any loans made~~$3 and $10 for the three and nine months ended September 30, 2020 and 2019, respectively. On April 8, 2020, as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, the Company drew $300 from its Revolving Credit Facility. During the third quarter of 2020, based on the Company’s liquidity position, the Company repaid $200 and $100 of the outstanding borrowings on August 28, 2020 and September 17, 2020, respectively. During the third quarter of 2019, the Company repaid $150 of outstanding borrowings under ~~the~~its Revolving Credit Facility, ~~can be used~~which was drawn during the second quarter of 2019 for ~~capital expenditures, acquisitions, working capital needs and other~~ general corporate purposes. NoNaN borrowings were outstanding under the Revolving Credit Facility at September 30, ~~2017 or~~2020 and December 31, ~~2016; however,~~2019. Chemours also had ~~$102~~$98 and ~~$132~~$103 in letters of credit issued and outstanding under this facility at September 30, 2017 and December 31, 2016, respectively. The Revolving Credit Facility bears variable interest of a range based on Chemours’ total net leverage ratio between (a) a 0.50% and 1.25% spread for base rate loans and (b) a 1.50% and 2.25% spread for LIBOR loans. The applicable margins were 0.50% for base rate loans and 1.50% for LIBOR loans at September 30, 2017. In addition, the Company is required to pay a commitment fee on the average daily unused amount of the Revolving Credit Facility at ~~a rate based on its total net leverage ratio, between 0.20%~~September 30, 2020 and ~~0.35%.~~December 31, 2019, respectively. At September 30, ~~2017,~~2020, the effective interest rates on the class of term loans denominated in U.S. dollars and the class of term loans denominated in euros were 1.9% and 2.5%, respectively. Also, at September 30, 2020, commitment fees on the Revolving Credit Facility were assessed at a rate of 0.20% per annum.

On April 3, 2017, the Company completed an amendment (April 2017 Amendment) to its credit agreement which provides for a new class of term loans, denominated in Euros, in an aggregate principal amount of €400 (Euro Term Loan), and a new class of term loans, denominated in U.S. Dollars, in an aggregate principal amount of $940 (Dollar Term Loan, and, collectively with the Euro Term Loan, the New Term Loans). The New Term Loans replaced in full the prior term loan (Prior Term Loan) outstanding as of March 31, 2017. The New Term Loans mature on May 12, 2022, which is the same maturity date of the Prior Term Loan. The Euro Term Loan bears a variable interest rate equal to EURIBOR plus 2.25%, subject to a EURIBOR floor of 0.75%, and the Dollar Term Loan bears a variable interest rate equal to LIBOR plus 2.50%, subject to a LIBOR floor of 0.00%. The April 2017 Amendment also modified certain provisions of the credit agreement, including increasing certain incurrence limits to allow further flexibility for the Company. All other provisions, including financial covenants, remained unchanged. No incremental debt was issued as a result of the April 2017 Amendment, although the Euro Term Loan is subject to remeasurement gains or losses. The Company recorded a $3 loss on debt extinguishment and related amendment fees in the second quarter of 2017. The effective interest rates on the Dollar Term Loan and the Euro Term Loan were approximately 3.74% and 3.00%, respectively, for the quarter ended September 30, 2017.

The credit agreement contains financial covenants which, solely with respect to the Revolving Credit Facility, as amended, require Chemours not to exceed a maximum senior secured net leverage ratio of: (a) 3.50 to 1.00 each quarter through December 31, 2016; (b) 3.00 to 1.00 through June 30, 2017; and (c) further decreasing by 0.25 to 1.00 every subsequent six months to 2.00 to 1.00 by January 1, 2019 and thereafter. Chemours is also required to maintain a minimum interest coverage ratio of 1.75 to 1.00 each quarter through June 30, 2017 and further increasing by 0.25 to 1.00 every subsequent six months to 3.00 to 1.00 by January 1, 2019 and thereafter. In addition, the credit agreement contains customary affirmative and negative covenants that, among other things, limit or restrict Chemours’ and its subsidiaries’ ability, subject to certain exceptions, to incur liens, merge, consolidate or sell, transfer or lease assets, make investments, pay dividends, transact with subsidiaries and incur indebtedness. The credit agreement also contains customary representations and warranties and events of default. Chemours was in compliance with its debt covenants at September 30, 2017.

On May 23, 2017, Chemours issued a $500 aggregate principal amount of 5.375% senior unsecured notes due May 2027 (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 litigation, as discussed in Note 13. The remaining proceeds from the 2027 Notes are available for general corporate purposes. The offering of the 2027 Notes was registered under the Securities Act of 1933, as amended, under a registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission on May, 4, 2017.

The 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the existing and future domestic subsidiaries that (a) incurs or guarantees indebtedness under the Senior Secured Credit Facilities or (b) guarantees other indebtedness of Chemours 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’ existing and future unsecured unsubordinated debt and are senior in right of payment to all of Chemours’ 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.

On March 9, 2020, the Company, through a wholly-owned special purpose entity (“SPE”), entered into an amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under its accounts receivable securitization facility (“Securitization Facility”). The Amended Purchase Agreement amends and restates, in its entirety, the receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”). The Amended Purchase Agreement, among other things, extends the term of the Original Purchase Agreement such that the SPE may ~~redeem~~sell certain receivables and request investments and letters of credit until the ~~2027 Notes,~~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 Original Purchase Agreement, certain of the Company’s subsidiaries sold their accounts receivable to the SPE. In turn, the SPE transferred undivided ownership interests in ~~whole or~~such receivables to the bank in ~~part,~~exchange for cash. However, as the SPE maintained effective control over the accounts receivable under the Original Purchase Agreement, the transfers of the ownership interests to the bank did not meet the criteria to account for the transfers as true sales. As a result, the Company accounted for the transfers as collateralized borrowings.

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 through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 for the three months ended March 31, 2020, and sold $125 of its receivables to the bank. These sales were transacted at ~~an amount equal to~~ 100% of the face value of the relevant receivables, resulting in derecognition of the receivables from the Company’s consolidated balance sheets. 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 $125, which is the aggregate ~~principal amount plus a specified “make-whole” premium~~purchase limit. For the three and ~~accrued~~nine months ended September 30, 2020, the Company received $289 and ~~unpaid interest, if any,~~$646, respectively, of cash collections on receivables sold under the Amended Purchase Agreement, following which it sold and derecognized $292 and $646, 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 ~~date~~bank. As collateral against the sold receivables, the SPE maintains a certain level of ~~purchase prior~~unsold receivables, which amounted to ~~February 15, 2027. Chemours may also redeem some or all~~$70 at September 30, 2020. During the three and nine months ended September 30, 2020, the Company incurred less than $1 and $1, respectively, of servicing and other 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.

During the third quarter of 2020, the Company entered into a financing arrangement, by which an external financing company funded certain of the ~~2027~~ Company’s annual insurance premiums for $15. During the three months ended September 30, 2020, the Company made payments of $2, and the remaining $13 is to be paid within the next twelve months. During the third quarter of 2019, the Company entered into a similar financing arrangement for $11, of which $6 remained outstanding at December 31, 2019. The Company repaid all remaining borrowings under its 2019 financing arrangement by June 30, 2020.

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. Interim Consolidated Financial Statements (Unaudited)

The Company has required quarterly principal payments related to ~~the~~its senior secured term loans equivalent to 1.00% per annum through ~~March 2022,~~December 2024, with the balance due at maturity. Term loan principal maturities, as amended, over the next five years are $3 for the remainder of 2017 and approximately $14 in each year from 2018 to 2021. Debt maturities related to the New Term Loans and the Notes (collectively, the 2023 Notes, the 2025 Notes, the Euro Notes and the 2027 Notes) in 2022 and beyond will be $4,085.

~~Following~~Also, following the end of each fiscal year commencing on the year ended December 31, ~~2016,~~2019, on an annual basis, the Company is ~~also~~ required to make additional principal ~~repayments,~~payments depending on leverage levels, as defined in the credit agreement, equivalent to up to 50% of excess cash flow based on certain leverage targets with stepdowns to 25% and 0% as actual leverage decreases to below a 3.00 to 1.00 leverage target. No principal repayments wereCredit Agreement. The Company is not required to ~~be made~~make additional principal payments in ~~2017 based upon~~2020.

The following table sets forth the ~~December 31, 2016 excess cash flow determined under~~Company’s contractual senior debt principal maturities for the ~~credit agreement.~~next five years and thereafter.

The Company’s senior secured terms loans due April 2025 are subject to a springing maturity in the event that its 6.625% senior unsecured notes due May 2023 are not redeemed, repaid, modified, and/or refinanced within the 91-day period prior to their maturity date.

The ~~fair values of~~following table sets forth the Dollar Term Loan, the Euro Term Loan, the 2023 Notes, the 2025 Notes, the Euro Notes and the 2027 Notes at September 30, 2017 were approximately $931, $469, $1,235, $834, $372 and $520, respectively. The estimated fair values of the ~~New Term Loans and the Notes~~Company’s senior debt issues, which are based on quotes received from ~~third party~~third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy. The carrying value of borrowings under the Securitization Facility approximate fair value based on the facility’s short-term nature and maturity.

The following table sets forth the components of the Company’s other liabilities at September 30, 2020 and December 31, 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 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 against various pending legal ~~proceedings arising out of the normal course of Chemours’ business including product liability, intellectual property, commercial, environmental and antitrust lawsuits.~~proceedings. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or proceedings. Except ~~for the litigation specific to PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) and Fayetteville, North Carolina for which separate assessments are provided~~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 ~~Chemours’~~the Company’s consolidated financial position, results of operations, or ~~liquidity. Disputes~~cash flows. Additional disputes between Chemours and DuPont may also arise with respect to indemnification matters, including disputes based on matters of law or contract interpretation. If and to the extent these 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. 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 September 30, 2020 and December 31, 2019.

In the ~~separation,~~Separation, DuPont assigned its asbestos docket to Chemours. At September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, there were approximately ~~1,600 and 1,900~~1,100 lawsuits pending ~~respectively,~~ against DuPont alleging personal injury from exposure to asbestos. 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 ~~1950~~the 1950s and the 1990s. A small number of cases involve similar allegations by DuPont employees or household members of contractors or DuPont employees. Finally, certain lawsuits allege personal injury as a result of exposure to DuPont products.

At September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, Chemours had an accrual of ~~$41~~$34 related to this matter. Chemours reviews this estimate and related assumptions quarterly. Management believes that the likelihood is remote that Chemours would incur losses in excess of the amounts accrued in connection with this matter.

In the ~~separation,~~Separation, DuPont assigned its benzene docket to Chemours. ~~As of~~At September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, there were 2018 and 2716 cases pending against DuPont 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 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 products such as paints, thinners, and reducers.

A benzene case (Hood v. DuPont) was tried to a verdict in Texas state court on October 20, 2015. Plaintiffs alleged that Mr. Hood’s Acute Myelogenous Leukemia was the result of 24 years of occupational exposure to trace benzene found in DuPont automotive paint products and that DuPont negligently failed to warn him that its paints, reducers and thinners contained benzene that could cause cancer or leukemia. The jury found in the plaintiffs’ favor, awarding $6.9 in compensatory damages and $1.5 in punitive damages. In March 2016, acting on the Company’s motion, the court struck the punitive award. Through DuPont, Chemours has filed an appeal on the remaining award based upon substantial errors made at the trial court level. Plaintiffs have filed a cross appeal.

Management believes that a loss is reasonably possible ~~related~~as to ~~these matters;~~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.

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 sold it as a commercial product. Prior to the ~~fourth quarter of 2014,~~Separation, the performance chemicals segment of DuPont made PFOA at ~~its~~ Fayetteville ~~North Carolina plant~~ 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.

~~Chemours recorded accruals of $15 and $349 related to the PFOA matters discussed below at~~

At September 30, ~~2017~~2020 and December 31, ~~2016, respectively. Specific~~2019, Chemours maintained accruals of $21 and $20, respectively, related to PFOA matters under the ~~PFOA MDL~~Leach Settlement, ~~(also discussed below), the Company recorded an accrual of $335 at December 31, 2016, which was paid in installments of $15 and $320 during the second and third quarters of 2017, respectively.~~

~~These accruals also include charges related to~~ DuPont’s obligations under agreements with the U.S. Environmental Protection Agency ~~(EPA)~~(“EPA”), and voluntary commitments to the New Jersey Department of Environmental ~~Protection.~~Protection (“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. A provisional health advisory level was set by the EPA in 2009 at 0.4 parts per billion (ppb) that includes PFOA in drinking water. In May 2016, the EPA announced a health advisory level of 0.07 ppb that includes PFOA in drinking water. As a result, Chemours recorded an additional $4 in the second quarter of 2016 based on management’s best estimate of the impact of the new health advisory level on the Company’s obligations to the EPA, which have expanded the testing and water supply commitments previously established. Based on prior testing, the Company has initiated additional testing and treatment in certain additional locations in and around the Chambers Works and Washington Works plants. 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 ~~August 2001,~~2004, DuPont settled a class action captioned Leach v. DuPont ~~was~~, 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.

~~DuPont and attorneys for~~ Among the ~~class reached a~~ settlement in 2004 that binds about 80,000 residents. In 2005, DuPont paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel designated to fund a community health project.terms, DuPont funded a series of health studies ~~which were completed in October 2012~~ by an independent science panel of experts ~~(C8~~(“C8 Science ~~Panel). The studies were conducted in communities exposed to PFOA~~Panel”) to evaluate available scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and ~~human~~ 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.

~~Notes to~~ Under the ~~Interim Consolidated Financial Statements (Unaudited)~~

~~In May 2013, a panel~~terms of ~~three independent medical doctors released its initial recommendations for screening and diagnostic testing of eligible class members. In September 2014,~~ the medical panel recommended follow-up screening and diagnostic testing three years after initial testing, based on individual results. The medical panel has not communicated its anticipated schedule for completion of its protocol.settlement, DuPont is obligated to fund up to $235 for a medical monitoring program for eligible class members and ~~in addition,~~pay the administrative ~~cost~~costs associated with the program, including class counsel fees. ~~In January 2012, DuPont, put $1 in an escrow account to fund medical monitoring as required by the settlement agreement.~~ The court-appointed Director of Medical Monitoring ~~established~~implemented the program, ~~to implement the medical panel’s recommendations and the registration process, as well as eligibility screening, is ongoing. Diagnostic screening~~ and testing is ongoing ~~and~~with associated payments to service providers ~~are being~~ disbursed from an escrow account which the ~~escrow account.~~Company replenishes pursuant to the settlement agreement. As of September 30, ~~2017, less than $1~~2020, approximately $1.7 has been disbursed from ~~the~~ escrow ~~account~~ related to medical monitoring. While it is ~~probable~~reasonably possible that the Company will incur additional costs related to the medical monitoring program, ~~discussed above,~~ 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 must continue to provide water treatment designed to reduce the level of PFOA in water to ~~six~~6 area water districts and private well users. At ~~separation,~~Separation, this obligation was assigned to Chemours, ~~which is included in the accrual amounts recorded as of~~and $21 and $20 was accrued for these matters at September 30, ~~2017.~~2020 and December 31, 2019, respectively.

Further, under the Leach settlement, class members may pursue personal injury claims against DuPont only for those ~~human~~ 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)~~(“MDL”) in Ohio federal court.

In These were resolved in March 2017 when DuPont entered into an agreement ~~with the~~settling all MDL ~~plaintiffs’ counsel providing for a global settlement of all~~ cases and claims, ~~in the MDL,~~ including all filed and unfiled personal injury cases and claims that ~~are~~were part of the plaintiffs’ counsel’s ~~claim~~claims inventory, as well as cases ~~that have been~~ tried to a jury verdict ~~(MDL Settlement). The total settlement amount is~~(“MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by DuPont. ~~DuPont’s payment was not subject to indemnification or reimbursement by Chemours, and Chemours accrued $335 associated~~

Concurrently with ~~this matter at December 31, 2016. In exchange for payment of~~ the total settlement amount, DuPont and Chemours received a complete release of all claims by the settling plaintiffs. As described below, the settling plaintiffs include all but approximately 10 of the plaintiffs who filed cases in the MDL. The MDL Settlement, was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by DuPont or Chemours. As of September 30, 2017, Chemours has paid the full $335 accrued under the MDL Settlement.

DuPont and Chemours agreed to a limited sharing of potential future PFOA costs (indemnifiable losses, as defined in the ~~separation~~Separation agreement between DuPont and Chemours) for a period of five years. During that five-year period, Chemours will annually pay future PFOA costs up to $25 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~~Separation agreement. After the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the ~~separation~~Separation agreement will continue unchanged. Chemours has also agreed that it will not contest its indemnification obligations to DuPont under the ~~separation~~Separation agreement for PFOA costs on the basis of ~~ostensible~~ defenses generally applicable to the indemnification provisions under the ~~separation~~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~~Separation agreement.

~~There are approximately 10 plaintiffs who declined to participate in~~While all MDL lawsuits were dismissed or resolved through the MDL ~~Settlement. Counsel representing most of these plaintiffs have filed motions to withdraw their representation.~~

~~The~~Settlement, the MDL Settlement ~~does~~did not resolve PFOA ~~personal-injury~~personal injury claims of plaintiffs who did not have cases or claims in the MDL or ~~personal-injury~~personal injury claims based on diseases first diagnosed after February 11, 2017. Since the resolution of the MDL, ~~three personal-injury~~approximately 82 personal injury cases have been filed and are pending in West Virginia ~~courts.~~or Ohio courts alleging status as a Leach class member. These cases are consolidated before the MDL court. A 6-plaintiff trial involving kidney cancer matters previously set for June 2020 has been delayed due to COVID-19.

In March 2020, a 2-plaintiff trial before the MDL court resulted in: a mistrial in a kidney cancer case when the jury could not reach a verdict, and an award of $40 in compensatory and emotional distress damages and $10 in loss of consortium damages in a testicular cancer case. The jury found that DuPont’s conduct did not warrant punitive damages. The Company will appeal 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 appeal.

In February 2018, the State of Ohio initiated litigation against DuPont 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.

DuPont 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”), including PFOA. Many actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined DuPont’s requests for indemnity for fraudulent transfer claims.

Chemours has responded to letters and inquiries from governmental law enforcement entities regarding PFAS, including in January 2020, a letter informing it that the ~~probability~~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. In July 2020, Chemours received a grand jury subpoena for documents. We are 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 also unable to develop a reasonable estimate of a possible loss or range of losses, if any.

Chemours does not, and has never, manufactured aqueous film forming foam (“AFFF”). DuPont and Chemours have been named in approximately 800 matters, involving AFFF, which is ~~reasonably possible but not estimable at this time~~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 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 ~~various reasons~~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.

There are AFFF lawsuits pending outside the AFFF MDL that have not been designated by a party for inclusion in the MDL. These matters identifying DuPont and/or Chemours as a defendant are:

Valero Refining (“Valero”) has six 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 ~~among others, that~~remediation, AFFF disposal, and replacement. Valero also alleges fraudulent transfer.

In September 2019, a lawsuit alleging 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 violation of New York Uniform Fraudulent Conveyance Act and seek compensatory and punitive damages, and medical monitoring.

In addition to the ~~proceedings~~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, and North Carolina have filed lawsuits against defendants, including DuPont and Chemours, relating to the alleged contamination of state natural resources with PFAS compounds either from AFFF and/or other sources. These lawsuits seek damages including costs to investigate, clean up, restore, treat, monitor, or otherwise respond to contamination to natural resources. The lawsuits include counts for fraudulent transfer.

DuPont has also been named in approximately 50 lawsuits pending in New York courts, which are not part of the Leach class, brought by individual plaintiffs alleging negligence and other claims in ~~early stages~~the release of PFAS, including PFOA, into drinking water, and ~~there are significant factual issues~~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 lawsuits in New York have been filed by a business seeking to ~~be resolved.~~recover its losses and by nearby property owners and residents in a putative class action seeking medical monitoring, compensatory and punitive damages, and injunctive relief.

In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama filed suit against numerous carpet manufacturers located in Dalton, Georgia and suppliers and former suppliers, including DuPont, in Alabama state court. The complaint alleges negligence, nuisance, and trespass in the release of ~~perfluorinated compounds,~~PFAS, including PFOA, into a river leading to the town’s water source, and seeks compensatory and punitive damages. ~~Management believes~~

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 ~~probability~~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 2020, this matter was transferred to the AFFF MDL.

In October 2018, a putative class action was filed in Ohio federal court against 3M, DuPont, Chemours, and other defendants seeking class action status for U.S. residents having a detectable level of ~~loss is remote.~~PFAS in their blood serum. The complaint seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel”.

In December 2018, the owners of a dairy farm filed a lawsuit in Maine state court against numerous defendants including DuPont 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.

In May 2019, a putative class action was filed in Delaware state court against two electroplating companies, 3M and DuPont, 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. The matter was removed to federal court.

Since August 2019, 8 Long Island water suppliers have 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 andsites 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.

Since November 2019, two lawsuits representing approximately 35 residents have been filed 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 including medical monitoring, property value diminution, trespass, and punitive damages. The lawsuits are pending in New Jersey federal court.

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. The matter was removed to federal court. Damages sought include compensatory damages for increased water surcharges, as well as punitive damages and injunctive relief for abatement and remediation.

In May 2020, the Weirton Area Water Board and City of Weirton, West Virginia, filed a lawsuit in West Virginia state court against defendants, including DuPont and Chemours, alleging PFAS, PFOA and PFOS contamination through releases from the manufacture, sale, and use of PFAS and from facilities owned by AccelorMittal. Damages sought include declaratory relief, economic damages, indemnification, expenses, remediation, and punitive damages. The matter has been removed to federal court.

In July and August 2020, lawsuits were filed in New Jersey federal court by parents of two adult children alleging that exposure to PFAS, including pre-natal exposure, resulted in the children’s cognitive delays, neurological, genetic, and autoimmune conditions. Plaintiffs claim compensatory and punitive damages.

In September 2020, the Golden State Water Company filed a lawsuit in California federal court against several defendants, including DuPont and Chemours, alleging manufacturers of PFOA and PFOS are responsible for contaminating the drinking water supply. The complaint alleges products liability, negligence, nuisance, trespass, and fraudulent transfer. Plaintiff seeks injunctive relief, as well as compensatory and punitive damages.

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, DowDuPont, DuPont Specialty Products USA (“DuPont SP USA”), Solvay S.A., 3M, and Chemours seeking a meeting to discuss future costs for 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 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, 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; (ii) in Middlesex County, against DuPont, 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 owned site; (iii) in Gloucester County, against DuPont 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 which has been sold; and, (iv) in Passaic County, against DuPont 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. 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 de Nemours, Inc. For the Salem County matter, NJDEP 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.

DuPont requested that Chemours defend and indemnify it in these matters. Chemours has accepted the defense while reserving rights and declining DuPont’s demand as to matters under ISRA, fraudulent transfer, or involving other DuPont entities.

With the MDL Settlement at December 31, 2016, of which all $335 has been paid through September 30, 2017. There could be additional lawsuits filed related to DuPont’s use of PFOA, its manufacture of PFOA or its customers’ use of DuPont products that may not be within the scopeexception of the ~~MDL Settlement. Any such litigation could result~~trial verdict in ~~Chemours incurring additional costs and liabilities. Management~~the testicular cancer case noted above, management believes that it is reasonably possible that the Company could incur losses related to ~~other~~ PFOA and/or PFAS matters in excess of amounts accrued, but any such losses 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, ~~are~~ pending against DuPont by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. ~~Five~~Several of the lawsuits allege that Chemours is now responsible for DuPont environmental liabilities. The lawsuits include allegations for personal injury damages, property diminution, and ~~damages under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA, often referred to as Superfund).~~other damages. At ~~separation,~~Separation, DuPont 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. ~~DuPont has requested that Chemours defend and indemnify it, and Chemours has agreed to do so under a reservation of rights.~~ 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, a putative class action was filed in Delaware federal court against Chemours and certain of its 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. The amended complaint seeks a class of purchasers of Chemours stock between February 16, 2017 and August 1, 2019 and 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 lawsuits rely on factual allegations similar to those in the ~~press~~securities action discussed above and ~~noted~~allege breach of fiduciary duty and other claims.

Management believes that it is not possible at this time to reasonably assess the outcome of these litigations or to estimate the loss or range of loss, if any, as the matters are in ~~public statements by~~ the ~~Company, governmental agencies and local community members have made inquiries and engaged in discussions~~early stages with ~~the Company with respect~~significant issues to the discharge of the polymerization processing aid HFPO Dimer Acid (sometimes referred to as GenX or C3 Dimer) and perfluorinated and polyfluorinated compounds from the Company’s facility in Fayetteville, North Carolina into the Cape Fear River, groundwater and air.be resolved. The Company believes that ~~such discharges have not impacted~~it has applicable insurance, and coverage has been accepted by the ~~safety~~primary insurance carrier with a reservation of ~~drinking water in North Carolina. Nevertheless, to address community concerns,~~rights for the putative class action matter. If the Company ~~has voluntarily commenced capturing~~were not to prevail in the litigations and ~~separately disposing certain~~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, a civil association in Mexico filed a complaint against the government authorities involved in the permitting process ~~wastewater~~of the Company’s new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The claimant sought and obtained a suspension from the ~~Fayetteville~~district judge to stop the Company’s construction work. The suspension was subsequently lifted on appeal and affirmed by 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.

In August 2017, a lawsuit was filed by several residents of Durango, Mexico against the government authority involved in granting the Company’s environmental permit for the aforementioned facility. Construction was not suspended in this matter, and the defendants and the Company have responded to the complaint. In October 2020, an Administrative Federal Tribunal in Mexico City, Mexico nullified the existing environmental permit and requested its amendment, including details regarding the handling, storage, and offloading of ammonia at the Company’s facility. The Company ~~is also cooperating with a variety~~will file an appeal and follow an administrative procedure to resolve this matter.

At September 30, 2020, the Company had $145 of ~~ongoing inquiries~~long-lived assets under construction at the facility, $10 of other related prepaid costs, and ~~investigations from federal, state and local authorities, regulators and other governmental entities, including responding to two federal grand jury subpoenas.~~

~~On September 5, 2017, the North Carolina Department~~$51 of Environmental Quality (NC DEQ) issued a 60-day notice of intent to suspend the permit for the Fayetteville facility and the State of North Carolina filed an action in North Carolina state court regarding the discharges seeking a temporary restraining order and preliminary injunction, as well as other relief including abatement and site correction. On September 8, 2017, a partial consent order was entered partially resolving the State’s action in return for the Company’s ~~agreement~~goodwill assigned to ~~continue and supplement~~ the ~~voluntary wastewater-disposal measures it had previously~~Mining Solutions reporting unit. Management believes these amounts are recoverable as of September 30, 2020.

In July 2020, Iluka Resources Limited, one of the Company’s suppliers of ore feedstock, commenced ~~and to provide certain information. On October 24, 2017, NC DEQ informed~~breach of contract proceedings against the Company in New York state court. Management believes that ~~based on measures taken by~~ the ~~Company following September 5, 2017, it has concluded at~~lawsuit lacks merit, and that the ~~present time, that it is not necessary to suspend the permit for the Fayetteville facility. The Company is continuing to cooperate with and discuss these matters with the State and NC DEQ.~~

~~A number of additional~~Company’s actions have been ~~filed against~~consistent with its rights under the Company and DuPont in North Carolina federal court relating to discharges from the Fayetteville site, including an action brought by the Cape Fear Public Utility Authority and one brought by Brunswick County, both seeking damages and injunctive relief, and multiple purported class actions seeking medical monitoring and property damage and/or other monetary and injunctive relief on behalfprovisions of the ~~putative classes~~contract. The outcome of ~~property owners~~this matter is not expected to have a material impact on the Company’s results of operations or financial position, and ~~residents in areas near or~~management does not anticipate any impact on the Company’s supply of ore feedstock.

Chemours, due to the Cape Fear River. It is also possible that additional litigation may be filed against the Company and/or DuPont concerning the discharges. The Company believes it has valid defenses to such litigation including that the discharges did not impact the safety of drinking water or cause any damages or injury.

~~As these issues are in their early stages, however, it is not possible at this point to predict the timing, course or outcome~~terms of the governmental and regulatory inquiries, the notice issued by NC DEQ, the action brought by North Carolina and the other litigation, and it is possible that these matters could materially affect the Company’s results and operations. In addition, local communities, organizations and regulatory agencies have raised questions concerning HFPO Dimer Acid at certain other manufacturing sites operated by the Company, and it is possible that similar developments to those described above and centering on the Fayetteville site could arise in other locations.

~~Chemours, by virtue of its status as a subsidiary of~~Separation-related agreements with DuPont, ~~prior to the separation,~~ 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, ~~by Chemours or other parties.~~which are attributable to DuPont’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 require Chemours to undertake certain investigative, remediation, and restoration activities at sites where Chemours conducts or once conducted operations or at sites where Chemours-generated waste was disposed. 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 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 and its subsidiaries, which Chemours may be required to indemnify pursuant to the 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 September 30, ~~2017~~2020 and December 31, ~~2016,~~2019 for the ~~consolidated~~five sites that are deemed the most significant by management, including Fayetteville as further discussed below.

The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance ~~sheets included a liability relating~~sheet locations at September 30, 2020 and December 31, 2019.

Notes to ~~these matters of $268 and $278, respectively, which,~~the Interim Consolidated Financial Statements (Unaudited)

(Dollars in ~~management’s opinion, is appropriate based on existing facts and circumstances.~~ millions, except per share amounts)

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 ~~ongoing~~operation, maintenance, and monitoring ~~(OM&M)~~(“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. In addition, for claims that Chemours may be required to indemnify DuPont pursuant to the ~~separation-related~~Separation-related agreements, Chemours, through DuPont, 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 ~~$510~~$560 above the amount accrued at September 30, ~~2017.~~2020.

Chemours incurred environmental remediation expenses of ~~$36~~$14 and ~~$16,~~$53 for the three and nine months ended September 30, 2020, respectively, and $10 and $60 for the three and nine months ended September 30, 2019, respectively.

Fayetteville has been in operation since the 1970s and ~~circumstances, management does~~is located next to the Cape Fear River southeast of the City of Fayetteville, North Carolina. Hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”) is manufactured at Fayetteville. The Company has operated the site since its separation from DuPont in 2015.

The Company believes that discharges from Fayetteville to the Cape Fear River, site surface water, groundwater, and air emissions have not ~~believe~~impacted the safety of drinking water in North Carolina. The Company is cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental entities.

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”) 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 ~~any loss, in excess~~it was suspending the NPDES permit for Fayetteville. The Company thereafter commenced the capture and separate disposal of ~~amounts accrued,~~all process wastewater from Fayetteville related to ~~remediation activities at any individual site will have a material impact on~~ the Company’s ~~financial position, results of~~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, ~~or cash flows~~and (ii) granting the governor the authority, in ~~any given year, as such obligation can be satisfied or settled over many years.~~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.

~~Chemours uses foreign currency forward contracts~~In July 2018, Cape Fear River Watch (“CFRW”), a non-profit organization, sued NC DEQ in North Carolina state court, seeking to ~~reduce its net exposure, by currency, related~~require NC DEQ to non-functional currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. These derivative instruments are not part of a cash flow hedge program or a fair value hedge program, and have not been designated as a hedge. Although alltake additional actions at Fayetteville. On August 29, 2018, CFRW sued the Company in North Carolina federal court for alleged violations of the ~~forward contracts are subject to an enforceable master netting agreement, Chemours has elected to present~~Clean Water Act (“CWA”) and the ~~derivative assets~~Toxic Substances Control Act (“TSCA”), seeking declaratory and ~~liabilities on~~injunctive relief and penalties.

In February 2019, the North Carolina Superior Court for Bladen County approved a ~~gross basis on its consolidated balance sheets. No collateral has been required for these contracts. All gains~~Consent Order (“CO”) between NC DEQ, CFRW and ~~losses resulting from~~ the ~~revaluation~~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 ~~derivative assets~~CO, Chemours paid $13 in March 2019 to cover a civil penalty and ~~liabilities are recognized in other income, net in~~investigative costs and agreed to certain compliance measures (with stipulated penalties for failures to do so), including the ~~consolidated statements of operations during the period in which they occurred.~~following:

In August 2020, NC DEQ, CFRW, and the Company reached agreement on the terms of an addendum to the CO (the “Addendum”), which includes specified remedial measures and defined timelines 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 September 30, 2020 and December 31, 2019.

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 September 30, 2020 and December 31, 2019.

Fayetteville operates multiple permitted air discharge stacks, blowers, and vents as part of its manufacturing activities. A thermal oxidizer (“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, on March 30, 2020, Chemours announced that testing results conducted in the first 90 days of operation show 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 (“NC DAQ”). Environmental costs are capitalized and subsequently depreciated if the costs extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations.

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. Qualifying surrounding properties with private drinking water wells that have tested above the state provisional health goal of 140 parts per trillion (ppt) for GenX may be eligible for public water or a whole building filtration system. 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 qualifying property when it becomes eligible for a replacement drinking water supply, and continues to provide delivery of bottled drinking water to 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.

At September 30, 2020, the Company had 20 foreign currency forward contracts outstanding with an aggregate gross notional ~~value~~U.S. dollar equivalent of ~~$619.~~$528, and an average maturity of one month. At December 31, 2019, the Company had 16 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $530, and an average maturity of one month. Chemours recognized ~~in other income,~~ net gains of ~~the consolidated statements of operations, a net loss of $1~~$10 and ~~a net gain of $6~~$14 for the three and nine months ended September 30, ~~2017,~~2020, respectively, and net ~~losses~~gains of $2$1 and less than $1 for the three and nine months ended September 30, ~~2016.~~2019, respectively, in other income (expense), net.

At September 30, 2020, the Company had 117 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $86, and an average maturity of five months. At December 31, 2019, the Company had 150 foreign currency forward contracts outstanding under its cash flow hedge program with an aggregate notional U.S. dollar equivalent of $124, and an average maturity of five months. Chemours ~~designated~~recognized pre-tax losses of $2 and $1 for the three and nine months ended September 30, 2020, respectively, and pre-tax gains of $5 and $7 for the three and nine months ended September 30, 2019, respectively, within accumulated other comprehensive loss. For the three and nine months ended September 30, 2020, $1 and $5 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. For the three and nine months ended September 30, 2019, $2 and $8 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

The Company expects to reclassify an approximate $3 of net loss from accumulated other comprehensive loss to the cost of goods sold over the next 12 months, based on current foreign currency exchange rates.

Beginning in the second quarter of 2020, the Company elected to expand its ~~Euro Notes~~cash flow hedge program and ~~beginning in April 2017, also designated its new Euro Term Loan as a hedge~~enter into interest rate swaps. The objective of ~~its net investments in certain of its international subsidiaries that use the Euro as their functional currency in order~~entering interest rate swaps is to ~~reduce~~mitigate the volatility in ~~stockholders’ equity caused by~~ the ~~changes in foreign currency exchange rates~~Company’s cash payments for interest related to the portion of the ~~Euro with respect~~Company’s senior secured term loan facility denominated in U.S. dollars, which bears a variable interest rate equal to, at the ~~U.S. Dollar. Chemours uses the spot method to measure the effectiveness of its net investment hedge. For each reporting period, the change in the carrying value~~election of the ~~Euro Notes~~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. All gains and losses resulting from the ~~Euro Term Loan due to remeasurement~~revaluation of the ~~effective portion~~derivative instruments are ~~reported in~~recognized as a component of accumulated other comprehensive loss on the consolidated balance sheets during the period in which they occur, and ~~the remaining change in the carrying value of the ineffective portion, if any, is recognized in other income,~~are reclassified to interest expense, net in the consolidated statements of ~~operations.~~operations during the period in which the underlying transaction affects earnings.

At September 30, 2020, 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 ~~evaluates the effectiveness~~recognized pre-tax losses of ~~its net investment hedge quarterly. Chemours did not record any ineffectiveness~~less than $1 and $3 for the three and nine months ended September 30, ~~2017 or 2016.~~ 2020, respectively, within accumulated other comprehensive loss. For the three and nine months ended September 30, 2020, less than $1 of loss was reclassified to interest expense, net from accumulated other comprehensive loss.

The Company expects to reclassify an approximate $1 of net loss from accumulated other comprehensive loss to interest expense, net over the next 12 months.

The Company recognized pre-tax losses of ~~$26~~$32 and ~~$76 on its net investment hedges~~$40 for the three and nine months ended September 30, ~~2017, respectively. The Company recognized~~2020, respectively, and pre-tax ~~losses~~gains of $6$33 and ~~$9 on its net investment hedges~~$36 for the three and nine months ended September 30, ~~2016, respectively.~~2019, respectively, on its net investment hedge within accumulated other comprehensive loss. NaN amounts were reclassified from accumulated other comprehensive loss for the Company’s net investment hedges during the three and nine months ended September 30, 2020 and 2019.

The following table ~~below presents~~sets forth the fair value of ~~Chemours’~~the Company’s derivative assets and liabilities ~~within the fair value hierarchy:~~at September 30, 2020 and December 31, 2019.

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/~~tolerance and/or quality checks.

The net periodic pension income is based on estimated values and an extensive use of assumptions about the discount rate, expected return on plan assets and the rate of future compensation increases received by the Company's employees.

~~The components~~Summary of ~~net periodic pension income for all significant pension plans were as follows:~~Financial Instruments

The ~~Company made cash contributions of $4 and $14 to its pension plans during~~following table sets forth the three and nine months ended September 30, 2017 and expects to make additional cash contributions of $11 to its pension plans during the fourth quarter of 2017. Of these remaining contributions, $10 relates to the settlementpre-tax changes in fair value 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 date of separation, 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.

~~Total stock-based compensation cost included in the consolidated statements of operations was $6 and $21~~Company’s financial instruments for the three and nine months ended September 30, ~~2017, respectively,~~2020 and $6 and $17 for the three and nine months ended September 30, 2016, respectively. The income tax provision for the three and nine months ended September 30, 2017 is inclusive of $5 and $18 in income tax benefit from windfalls on share-based payments, respectively, due to the Company’s adoption of ASU No. 2016-09 during 2017.2019.

The Chemours Company 2017 Equity and Incentive Plan (2017 Plan) and The Chemours Company Equity and Incentive Plan (Prior Plan) provide for grants to certain employees, independent contractors or non-employee directors of the Company of different forms of awards, including stock options, RSUs and performance share units (PSUs). On April 26, 2017, Chemours’ stockholders approved the 2017 Plan. As a result, no further grants will be made under the Prior Plan, which provided for DuPont equity awards that converted into new Chemours equity awards at the separation date and had a maximum shares reserve of 13,500,000 for the grant of equity awards.

	Gain (Loss) Recognized In
							Accumulated Other
	Cost of		Interest		Other Income		Comprehensive
Three Months Ended September 30,	Goods Sold		Expense, Net		(Expense), Net		Loss
2020
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	—	$	10	$	—
Foreign currency forward contracts designated as a cash flow hedge		1		—		—		(2	)
Interest rate swaps designated as a cash flow hedge		—		—		—		—
Euro-denominated debt designated as a net investment hedge		—		—		—		(32	)

2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	—	$	1	$	—
Foreign currency forward contracts designated as a cash flow hedge		2		—		—		5
Euro-denominated debt designated as a net investment hedge		—		—		—		33

	Gain (Loss) Recognized In
							Accumulated Other
	Cost of		Interest		Other Income		Comprehensive
Nine Months Ended September 30,	Goods Sold		Expense, Net		(Expense), Net		Loss
2020
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	—	$	14	$	—
Foreign currency forward contracts designated as a cash flow hedge		5		—		—		(1	)
Interest rate swaps designated as a cash flow hedge		—		—		—		(3	)
Euro-denominated debt designated as a net investment hedge		—		—		—		(40	)

2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	—	$	—	$	—
Foreign currency forward contracts designated as a cash flow hedge		8		—		—		7
Euro-denominated debt designated as a net investment hedge		—		—		—		36

A total of 19,000,000 shares of the Company’s common stock may be subject to awards granted under the 2017 Plan, less one 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 one 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 underlying 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 Plan. At September 30, 2017, 17,650,034 shares of equity and incentive plan reserve are available for grants under the 2017 Plan.

~~The Chemours Compensation Committee determines the long-term incentive mix, including stock options, RSUs and PSUs, and may authorize new grants annually.~~

Chemours ~~granted non-qualified options to~~sponsors defined benefit pension plans for certain of its employees ~~which will serially vest over a three-year period~~in various jurisdictions outside of the U.S. The Company’s net periodic pension (cost) income is based on estimated values and ~~expire 10 years from~~ the ~~date~~use of ~~grant.~~ assumptions about the discount rate, expected return on plan assets, and the rate of future compensation increases received by its employees.

The ~~expense related to stock options granted~~following table sets forth the Company’s net periodic pension (cost) income and amounts recognized in other comprehensive income for the three and nine months ended September 30, ~~2017 was based on the weighted-average assumptions shown in the table below:~~2020 and 2019.

Nine Months Ended September 30, 2017

Risk-free interest rate

2.14
%
Expected term (years)

6.00

Volatility

44.49
%
Dividend yield

0.35
%
Fair value per stock option

$
15.21

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Service cost	$	(4	)	$	(3	)	$	(11	)	$	(9	)
Interest cost		(2	)		(4	)		(6	)		(13	)
Expected return on plan assets		4			12			12			38
Amortization of actuarial loss		(2	)		(6	)		(6	)		(18	)
Amortization of prior service gain		1			1			2			2
Settlement loss		(1	)		(3	)		(1	)		(4	)
Curtailment gain		1			—			1			—
Total net periodic pension cost	$	(3	)	$	(3	)	$	(9	)	$	(4	)

Net gain (loss)	$	1		$	—		$	1		$	(3	)
Prior service (cost) benefit		(1	)		—			(1	)		5
Amortization of actuarial loss		2			6			6			18
Amortization of prior service gain		(1	)		(1	)		(2	)		(2	)
Settlement loss		1			3			1			4
Curtailment gain		4			—			4			—
Effect of foreign exchange rates		(3	)		9			(4	)		10
Benefit recognized in other comprehensive income		3			17			5			32
Total changes in plan assets and benefit obligations recognized in other comprehensive income	$	—		$	14		$	(4	)	$	28

The Company ~~determined~~made cash contributions of $3 and $17 to its defined benefit pension plans during 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 average volatility of peer companies adjusted for the Company’s 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 of the option granted. Expected life is determined using a simplified approach, calculated as the midpoint between the graded vesting periodthree and ~~the contractual life of the award.~~

~~The following table summarizes Chemours’ stock option activity for the~~ nine months ended September 30, ~~2017:~~

~~The aggregate intrinsic values in~~2020, respectively, and $2 and $15 for the ~~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 quarter~~three 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 quarter-end. The amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised for the nine months ended September 30, ~~2017 was $42.~~2019, respectively, and expects to make additional cash contributions of $2 to its defined benefit pension plans during the remainder of 2020. The ~~total intrinsic value of options exercised for the nine months ended September 30, 2016 was insignificant.~~

~~At September 30, 2017, $8 of total unrecognized compensation cost related~~Company’s future contributions to ~~stock options is expected to be recognized over a weighted-average period of 2.18 years.~~

~~Chemours granted RSUs to key management employees that generally vest over a three-year period~~its defined benefit pension plans are dependent on market-based discount rates, and, ~~upon vesting, convert one-for-one to Chemours’ common stock. The fair value of all stock-settled RSUs is based upon the market price~~as stated in “Note 1 – Background, Description of the ~~underlying common stock as~~Business, and Basis of Presentation” to these interim consolidated financial statements, may differ due to the impacts of the ~~grant date.~~COVID-19 pandemic on the macroeconomic environment.

Non-vested awards of RSUs primarily include awards without a performance condition, as well as a small subset of awards for which specific levels of cost savings and revenue enhancements must be achieved for vesting to occur. Non-vested awards, both with and without a performance condition, at September 30, 2017 are shown below:

~~At September 30, 2017, there was $7 of unrecognized stock-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted-average period of 0.78 years.~~

Chemours issued PSUs to key senior management employees which, upon vesting, convert one-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 200% of the target amount depending on the Company’s performance against stated performance goals. The Company recorded stock-based compensation related to PSUs as a component of selling, general and administrative expense of approximately $2 and $5 for the three and nine months ended September 30, 2017, respectively, and less than $1 and $1 for the three and nine months ended September 30, 2016, respectively.

~~The following table provides compensation costs for stock-based compensation related to PSUs at 100% of target amounts:~~

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 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 satisfied. The per unit weighted-average fair value at the date of grant for PSUs granted during the three and nine months ended September 30, 2017 was $55.02 and $40.30, respectively. The fair value of each PSU grant is amortized monthly into compensation expense based on their respective vesting conditions over three annual measurement periods. The accrual of compensation costs is based on our estimate of the final expected value of the award, and 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.Note 21. Segment Information

~~At September 30, 2017, based on the Company’s assessment of its performance goals for 2016 and 2017, approximately 450,000 additional shares may be awarded under the 2016 and 2017 grant awards.~~

On January 26, 2017, the Company’s board of directors approved The Chemours Company Employee Stock Purchase Plan (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 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 four purchase periods beginning and ending on the calendar quarters within those offering periods. The initial offering period under the ESPP began on October 2, 2017. Participating employees will be 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.

Chemours’ operations are classified into three reportable segments based on similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution and regulatory environments. Chemours’ reportable segments ~~are:~~are Fluoroproducts, Chemical Solutions, and Titanium ~~Technologies, Fluoroproducts and Chemical Solutions.~~Technologies. Corporate costs and certain legal and environmental expenses, ~~that are not allocated to the reportable segments~~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 research and development facilities and the amortization of other intangible assets, excluding ~~write-down~~any write-downs of assets.

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

•

interest expense, depreciation, and amortization;

•

non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension (income) costs excluding the service cost component;

•

exchange (gains) losses included in other income (expense), net;

•

restructuring, asset-related, and other charges;

•

(gains) losses on sales of assets and businesses; and,

•

other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently.

The following table sets forth certain summary financial information for the Company’s reportable segments for the three and nine months ended September 30, 2020 and 2019.

Three Months Ended September 30,	Fluoroproducts		Chemical Solutions		Titanium Technologies		Segment Total
2020
Net sales to external customers	$	533	$	88	$	612	$	1,233
Adjusted EBITDA		112		12		129		253
Depreciation and amortization		35		6		32		73

2019
Net sales to external customers	$	636	$	140	$	614	$	1,390
Adjusted EBITDA		122		23		137		282
Depreciation and amortization		34		5		30		69

Nine Months Ended September 30,	Fluoroproducts		Chemical Solutions		Titanium Technologies		Segment Total
2020
Net sales to external customers	$	1,657	$	263	$	1,711	$	3,631
Adjusted EBITDA		350		45		361		756
Depreciation and amortization		106		16		95		217

2019
Net sales to external customers	$	2,034	$	404	$	1,735	$	4,173
Adjusted EBITDA		461		55		390		906
Depreciation and amortization		100		18		90		208

Corporate and Other depreciation and ~~amortization;~~

Three Months Ended September 30,

Titanium
Technologies

Fluoroproducts

Chemical
Solutions

Corporate and
Other

Total

2017

Net sales to external customers

$
799

$
637

$
148

$
—

$
1,584

Adjusted EBITDA

249

158

18

(44
)

381

Depreciation and amortization

24

28

4

6

62

2016

Net sales to external customers

$
625

$
591

$
182

$
—

$
1,398

Adjusted EBITDA

144

143

9

(28
)

268

Depreciation and amortization

32

26

6

9

73

Nine Months Ended September 30,

Titanium
Technologies

Fluoroproducts

Chemical
Solutions

Corporate and
Other

Total

2017

Net sales to external customers

$
2,173

$
1,998

$
437

$
—

$
4,608

Adjusted EBITDA

601

510

37

(120
)

1,028

Depreciation and amortization

89

81

13

21

204

2016

Net sales to external customers

$
1,742

$
1,695

$
641

$
—

$
4,078

Adjusted EBITDA

309

333

30

(89
)

583

Depreciation and amortization

87

75

24

26

212

The following istable sets forth a ~~tabular~~ reconciliation of segment Adjusted EBITDA to the Company’s consolidated net income before income taxes ~~to Adjusted EBITDA:~~

The following guarantor financial information is included in accordance with Rule 3-10 of Regulation S-X (Rule 3-10) in connection with the issuance of the Notes by The Chemours Company (Parent Issuer). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis, in each case, subject to certain exceptions, by the Parent Issuer and by certain subsidiaries (together, Guarantor Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned by the Company. No other subsidiaries of the Company, either direct or indirect, guarantee the Notes (together, Non-Guarantor Subsidiaries). The Guarantor Subsidiaries may 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 condensed consolidating financial information is presented using the equity method of accounting for the Company’s investments in 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for Chemours’ share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this footnote should be read in conjunction with the consolidated financial statements presented and other notes related thereto contained in this Quarterly Report on Form 10-Q.

Three Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
960

$
1,053

$
(429
)

$
1,584

Cost of goods sold

—

773

753

(409
)

1,117

Gross profit

—

187

300

(20
)

467

Selling, general and administrative expense

7

105

43

(7
)

148

Research and development expense

—

19

1

—

20

Restructuring and asset-related charges, net

—

8

—

—

8

Total expenses

7

132

44

(7
)

176

Equity in earnings of affiliates

—

—

9

—

9

Equity in earnings of subsidiaries

233

—

—

(233
)

—

Interest (expense) income, net

(57
)

2

—

—

(55
)
Intercompany interest income (expense), net

16

—

(16
)

—

—

Other income (expense), net

6

22

(17
)

(6
)

5

Income before income taxes

191

79

232

(252
)

250

(Benefit from) provision for income taxes

(16
)

18

42

(1
)

43

Net income

207

61

190

(251
)

207

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income attributable to Chemours
$
207

$
61

$
190

$
(251
)

$
207

Comprehensive income attributable to Chemours
$
228

$
63

$
225

$
(288
)

$
228

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Segment Adjusted EBITDA	$	253		$	282		$	756		$	906
Corporate and Other Adjusted EBITDA		(43	)		(34	)		(123	)		(113	)
Interest expense, net		(53	)		(53	)		(160	)		(156	)
Depreciation and amortization		(79	)		(78	)		(240	)		(232	)
Non-operating pension and other post-retirement employee benefit income (cost)		1			(1	)		2			5
Exchange (losses) gains, net		(9	)		5			(28	)		2
Restructuring, asset-related, and other charges (1)		(9	)		(34	)		(37	)		(49	)
Gain on sales of assets and businesses (2)		—			9			—			11
Transaction costs		—			—			(2	)		(1	)
Legal and environmental charges (3)		(1	)		(5	)		(12	)		(43	)
Income before income taxes	$	60		$	91		$	156		$	330

Three Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
961

$
847

$
(410
)

$
1,398

Cost of goods sold

—

791

656

(391
)

1,056

Gross profit

—

170

191

(19
)

342

Selling, general and administrative expense

5

115

34

(6
)

148

Research and development expense

—

19

—

—

19

Restructuring and asset-related charges, net

—

60

—

—

60

Total expenses

5

194

34

(6
)

227

Equity in earnings of affiliates

—

1

8

—

9

Equity in earnings of subsidiaries

226

—

—

(226
)

—

Interest expense, net

(50
)

(1
)

—

—

(51
)
Intercompany interest income (expense), net

15

1

(16
)

—

—

Other income, net

5

70

94

(8
)

161

Income before income taxes

191

47

243

(247
)

234

(Benefit from) provision for income taxes

(13
)

29

29

(15
)

30

Net income

204

18

214

(232
)

204

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income attributable to Chemours
$
204

$
18

$
214

$
(232
)

$
204

Comprehensive income attributable to Chemours
$
210

$
18

$
226

$
(244
)

$
210

(1)

Includes restructuring, asset-related, and other charges, which are discussed in further detail in “Note 5 – Restructuring, Asset-related, and Other Charges”.

Nine Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
2,904

$
2,941

$
(1,237
)

$
4,608

Cost of goods sold

—

2,358

2,210

(1,227
)

3,341

Gross profit

—

546

731

(10
)

1,267

Selling, general and administrative expense

26

339

101

(22
)

444

Research and development expense

—

57

4

—

61

Restructuring and asset-related charges, net

—

28

3

—

31

Total expenses

26

424

108

(22
)

536

Equity in earnings of affiliates

—

—

26

—

26

Equity in earnings of subsidiaries

594

—

—

(594
)

—

Interest (expense) income, net

(164
)

1

2

—

(161
)
Intercompany interest income (expense), net

48

—

(48
)

—

—

Other income (expense), net

19

93

(37
)

(22
)

53

Income before income taxes

471

216

566

(604
)

649

(Benefit from) provision for income taxes

(47
)

40

136

1

130

Net income

518

176

430

(605
)

519

Less: Net income attributable to non-controlling interests

—

—

1

—

1

Net income attributable to Chemours
$
518

$
176

$
429

$
(605
)

$
518

Comprehensive income attributable to Chemours
$
675

$
178

$
640

$
(818
)

$
675

(2)

For the three and nine months ended September 30, 2019, the Company recognized a non-cash gain of $9 related to the sale of its Repauno, New Jersey Site.

Nine Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
2,898

$
2,367

$
(1,187
)

$
4,078

Cost of goods sold

—

2,506

1,921

(1,160
)

3,267

Gross profit

—

392

446

(27
)

811

Selling, general and administrative expense

17

350

103

(16
)

454

Research and development expense

—

58

2

—

60

Restructuring and asset-related charges (credits), net

—

147

(2
)

—

145

Total expenses

17

555

103

(16
)

659

Equity in (loss) earnings of affiliates

—

(2
)

19

—

17

Equity in earnings of subsidiaries

307

—

—

(307
)

—

Interest expense, net

(155
)

(2
)

—

—

(157
)
Intercompany interest income (expense), net

44

4

(48
)

—

—

Other income, net

15

178

72

(15
)

250

Income before income taxes

194

15

386

(333
)

262

(Benefit from) provision for income taxes

(43
)

25

53

(10
)

25

Net income (loss)

237

(10
)

333

(323
)

237

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income (loss) attributable to Chemours
$
237

$
(10
)

$
333

$
(323
)

$
237

Comprehensive income (loss) attributable to Chemours
$
250

$
(10
)

$
355

$
(345
)

$
250

September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
504

$
1,031

$
—

$
1,535

Accounts and notes receivable - trade, net

—

316

626

—

942

Intercompany receivable

19

684

196

(899
)

—

Inventories

—

348

592

(63
)

877

Prepaid expenses and other

—

59

20

—

79

Deferred income taxes

—

—

—

—

—

Total current assets

19

1,911

2,465

(962
)

3,433

Property, plant and equipment

—

6,346

2,066

—

8,412

Less: Accumulated depreciation

—

(4,410
)

(1,052
)

—

(5,462
)
Property, plant and equipment, net

—

1,936

1,014

—

2,950

Goodwill and other intangible assets, net

—

153

14

—

167

Investments in affiliates

—

—

166

—

166

Investment in subsidiaries

4,114

—

—

(4,114
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

35

101

292

(24
)

404

Total assets
$
5,318

$
4,101

$
3,951

$
(6,250
)

$
7,120

Liabilities and equity

Current liabilities:

Accounts payable
$
—

$
589

$
421

$
—

$
1,010

Current maturities of long-term debt

14

—

—

—

14

Intercompany payable

354

196

349

(899
)

—

Other accrued liabilities

72

310

164

—

546

Total current liabilities

440

1,095

934

(899
)

1,570

Long-term debt, net

4,078

3

—

—

4,081

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

—

107

92

(24
)

175

Other liabilities

—

392

97

—

489

Total liabilities

4,518

1,597

2,273

(2,073
)

6,315

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

800

2,504

1,673

(4,177
)

800

Non-controlling interests

—

—

5

—

5

Total equity

800

2,504

1,678

(4,177
)

805

Total liabilities and equity
$
5,318

$
4,101

$
3,951

$
(6,250
)

$
7,120

December 31, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
224

$
678

$
—

$
902

Accounts and notes receivable - trade, net

—

299

508

—

807

Intercompany receivable

3

1,050

46

(1,099
)

—

Inventories

—

341

476

(50
)

767

Prepaid expenses and other

—

38

32

7

77

Total current assets

3

1,952

1,740

(1,142
)

2,553

Property, plant and equipment, net

—

6,136

1,861

—

7,997

Less: Accumulated depreciation

—

(4,285
)

(928
)

—

(5,213
)
Property, plant and equipment, net

—

1,851

933

—

2,784

Goodwill and other intangible assets, net

—

156

14

—

170

Investments in affiliates

—

—

136

—

136

Investment in subsidiaries

3,258

—

—

(3,258
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

13

178

226

—

417

Total assets
$
4,424

$
4,137

$
3,049

$
(5,550
)

$
6,060

Liabilities and equity

Current liabilities:

Accounts payable
$
—

$
573

$
311

$
—

$
884

Current maturities of long-term debt

15

—

—

—

15

Intercompany payable

762

46

291

(1,099
)

—

Other accrued liabilities

21

718

133

—

872

Total current liabilities

798

1,337

735

(1,099
)

1,771

Long-term debt, net

3,526

3

—

—

3,529

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

—

59

73

—

132

Other liabilities

—

428

96

—

524

Total liabilities

4,324

1,827

2,054

(2,249
)

5,956

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

100

2,310

991

(3,301
)

100

Non-controlling interests

—

—

4

—

4

Total equity

100

2,310

995

(3,301
)

104

Total liabilities and equity
$
4,424

$
4,137

$
3,049

$
(5,550
)

$
6,060

Nine Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Operating activities

Cash (used for) provided by operating activities
$
(60
)

$
32

$
364

$
—

$
336

Investing activities

Purchases of property, plant and equipment

—

(204
)

(42
)

—

(246
)
Proceeds from sales of assets and businesses, net

—

39

—

—

39

Intercompany investing activities

—

408

—

(408
)

—

Foreign exchange contract settlements, net

—

5

—

—

5

Cash provided by (used for) investing activities

—

248

(42
)

(408
)

(202
)
Financing activities

Proceeds from the issuance of debt, net

494

—

—

—

494

Intercompany short-term borrowing repayments, net

(408
)

—

—

408

—

Debt repayments

(24
)

—

—

—

(24
)
Dividends paid

(16
)

—

—

—

(16
)
Debt issuance costs

(6
)

—

—

—

(6
)
Tax payments related to withholdings on vested restricted stock units

(10
)

—

—

—

(10
)
Proceeds from issuance of stock options, net

30

—

—

—

30

Cash provided by financing activities

60

—

—

408

468

Effect of exchange rate changes on cash and cash equivalents

—

—

31

—

31

Increase in cash and cash equivalents

—

280

353

—

633

Cash and cash equivalents at beginning of the period

—

224

678

—

902

Cash and cash equivalents at end of the period
$
—

$
504

$
1,031

$
—

$
1,535

Nine Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Operating activities

Cash (used for) provided by operating activities
$
(105
)

$
173

$
256

$
—

$
324

Investing activities

Purchases of property, plant and equipment

—

(142
)

(93
)

—

(235
)
Proceeds from sales of assets and businesses, net

—

590

117

—

707

Intercompany investing activities

—

(328
)

—

328

—

Foreign exchange contract settlements

—

(1
)

—

—

(1
)
Investment in affiliates

—

—

(2
)

—

(2
)
Cash provided by investing activities

—

119

22

328

469

Financing activities

Intercompany short-term borrowings, net

328

—

—

(328
)

—

Debt repayments

(205
)

(7
)

—

—

(212
)
Dividends paid

(16
)

—

—

—

(16
)
Deferred financing fees

(2
)

—

—

—

(2
)
Cash provided by (used for) financing activities

105

(7
)

—

(328
)

(230
)
Effect of exchange rate changes on cash and cash equivalents

—

—

28

—

28

Increase in cash and cash equivalents

—

285

306

—

591

Cash and cash equivalents at beginning of the period

—

95

271

—

366

Cash and cash equivalents at end of the period
$
—

$
380

$
577

$
—

$
957

(3)

Legal charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other legal charges. Environmental charges pertains to management’s assessment of estimated liabilities associated with on-site remediation, off-site groundwater remediation, and toxicity studies related to Fayetteville. The nine months ended September 30, 2020 includes $8 based on the aforementioned assessment associated with certain estimated liabilities at Fayetteville. The three and nine months ended September 30, 2019 include $2 and $36, respectively, for the approved final Consent Order associated with certain matters at Fayetteville. See “Note 17 – Commitments and Contingent Liabilities” for further details.

This Management’s ~~discussion~~Discussion and ~~analysis~~Analysis of ~~our results~~Financial Condition and Results of ~~operations and financial condition, which we refer to as “MD~~Operations (“MD&A”,) supplements the unaudited ~~interim consolidated financial statements~~Interim 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. The discussion and analysis presented below, refer to, and should be read in conjunction with, the unaudited interim consolidated financial statements and the related notes included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-Koperations for the ~~year ended December 31, 2016.~~

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

This MD&A should be read in conjunction with the unaudited Interim Consolidated Financial Statements and the related notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited Consolidated Financial Statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the ~~safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995,~~federal securities 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”, and similar expressions, among others, generally identify “forward-looking 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.

Our forward-looking statements are based on certain assumptions and expectations of future events ~~which~~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 ~~many of which~~that are beyond ~~Chemours’~~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. 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 in the ~~Forward-Looking~~Forward-looking Statements and the Risk Factors sections in our Annual Report on Form 10-K for the year ended December 31, ~~2016. The Company assumes~~2019, and as otherwise discussed in this report, particularly as it pertains to the current novel coronavirus disease (“COVID-19”). We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

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~~chemicals products for markets, including plastics and coatings, refrigeration and air conditioning, general industrial, electronics, mining, and ~~mining. Principal~~oil refining. Our principal products include ~~titanium dioxide (TiO~~₂), refrigerants, industrial fluoropolymer resins, sodium cyanide, ~~and~~ performance chemicals and ~~intermediates.~~

~~Chemours manages~~intermediates, and ~~reports~~titanium dioxide (“TiO₂”) pigment. We manage and report our operating results through three reportable segments: Fluoroproducts, 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. Our Titanium Technologies ~~Fluoroproducts~~segment is a leading, global provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and ~~Chemical Solutions. Our position with each~~protection in a variety of ~~these businesses reflects the strong~~applications.

We are committed to creating value ~~proposition we provide to~~for our customers ~~based~~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 core 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.

Additionally, our Corporate Responsibility Commitment 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 ~~long history~~global workforce, increased sustainability of our products, and ~~reputation~~becoming carbon positive. We call this responsible chemistry – it is rooted in ~~the chemical industry for safety, quality and reliability.~~

After the separation from DuPont in 2015, Chemours announced a plan to transform the Company by reducing structural costs, growing market positions, optimizing its portfolio, refocusing investments and enhancing its organization. Chemours expects the transformation plan to deliver at least $500 million of incremental adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) improvement over 2015 through 2017 based on our anticipated cost reduction and growth initiatives. We expect cost savings of approximately $350 million and approximately $150 million in improvements from growth initiatives will also improve our pre-tax earnings by similar amounts. Through year-end 2016,who we ~~realized approximately $200 million in cost savings,~~are, and we ~~continue to implement additional cost reduction initiatives in order to realize~~expect that our ~~target additional structural costs savings of approximately $150 million through 2018 and beyond. These improvements~~Corporate Responsibility Commitment will be partially offset by the impact of divestitures completed during 2016, unfavorable price and mix of other products and may also be impacted by market factors and other costs to achieve our plans. The results of our transformation actions are further discussed in the Results of Operations, Segment Reviews and Outlook sections of this MD&A and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.drive sustainable, long-term earnings growth.

The COVID-19 pandemic has, to date, resulted in nearly 50 million confirmed infections, over one million deaths, and continues to spread throughout the ~~remaining $320 million~~world. 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 our supply chain effectiveness and efficiencies, our manufacturing operations, customer demand for our products, and ultimately, our financial results. Throughout the outbreak and subsequent stages of the ~~$335 million~~COVID-19 pandemic that have occurred thus far, above all, we have remained steadfast in ~~settlement payments~~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 United States, we ~~accrued~~continue to experience minimal disruption in ~~connection~~our operations and business-related processes. We have taken a number of measures to promote the safety and security of our employees, including requiring remote working arrangements for employees where practicable, the imposition of travel restrictions, limiting non-essential visits to plant sites, performing health checks before every shift, and providing personal protective equipment for our “essential” operations employees at our sites and labs. Due to reduced consumer demand for certain of our customers’ end-products, however, we have experienced the negative impact of COVID-19 in our results of operations, and while certain markets and regions have started to exhibit early stages of market recovery, we anticipate that weakened consumer demand will continue to have a negative impact on our financial results. Refer to the “Segment Reviews” and “2020 Outlook” sections within this MD&A for further considerations regarding the quickly evolving market dynamics that are impacting our businesses and our associated response. We cannot predict with certainty the ~~PFOA MDL Settlement for a complete release of all claims by the settling plaintiffs. Details~~potential future impact of the ~~PFOA MDL Settlement~~COVID-19 pandemic on our customers’ ability to manufacture their products, as well as any potential future disruptions in our supply chain due to restrictions on travel and transport, regional quarantines, and other social distancing measures. The risks and uncertainties posed by this significant, widespread event are ~~discussed further~~enumerable and far-reaching, including but not limited to those described in ~~Note 13 to the Interim Consolidated Financial Statements~~ Item 1A – Risk Factors in ~~Item 1.~~this Quarterly Report on Form 10-Q.

InDespite 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. As a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, we drew $300 million from our revolving credit facility on April 8, 2020, which we subsequently repaid during the third quarter of 2017, we announced a restructuring program designed to outsource and consolidate certain business process activities, consolidate outsourced third party information technology (IT) providers and implement various upgrades to2020 based on the Company’s ~~IT infrastructure. Further,~~liquidity position. We also elected to accept tax relief provided by various taxing jurisdictions, resulting in ~~October, we announced a voluntary separation program (VSP) for certain eligible U.S. employees~~the deferral of approximately $80 million in ~~an effort~~tax payments. We continue to ~~better manage anticipated future changes to the Company’s workforce. We~~ anticipate that our available cash, cash from operations, and existing debt financing arrangements will provide us with sufficient liquidity through at least November 2021. Additionally, we continue to engage in scenario planning, and, as further discussed in the “2020 Outlook” and “Liquidity and Capital Resources” sections of this MD&A, we have implemented a range of actions aimed at temporarily reducing costs and preserving liquidity, including exercising careful discretion in our near-term operating and capital spending decisions. We will evaluate additional cost actions, as necessary, as the operational and financial impacts to our Company ~~will incur approximately $45~~continue to ~~$55 in charges for restructuring-related activities and termination benefits through the end~~evolve.

Results of ~~2018 associated with this program, which is described in further detail in Note 3 to the Interim Consolidated Financial Statements in Item 1.~~

The following table sets forth our results of operations for the three and nine months ended September 30, 2020 and 2019.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three and nine months ended September 30, ~~2017~~2020, compared with the same periods in 2019.

Our net sales decreased by $157 million (or 11%) to $1.2 billion for the three months ended September 30, 2020, compared with net sales of $1.4 billion for the same period in 2019. The components of the decrease in our net sales by segment for the three months ended September 30, 2020 were ~~$1.6~~as follows: in our Fluoroproducts segment, price declined 5% and volume was down 11%; in our Chemical Solutions segment, price declined 5%, volume was down 13%, and portfolio change led to a 19% decrease; and, in our Titanium Technologies segment, price declined 5% and volume was up 4%. Favorable currency movements also added a 1% tailwind to net sales in our Titanium Technologies segment.

Our net sales decreased by $542 million (or 13%) to $3.6 billion for the nine months ended September 30, 2020, compared with net sales of $4.2 billion for the same period in 2019. The components of the decrease in our net sales by segment for the nine months ended September 30, 2020 were as follows: in our Fluoroproducts segment, price declined 4% and volume was down 14%; in our Chemical Solutions segment, price declined 4%, volume was down 12%, and portfolio change led to a 19% decrease; and, in our Titanium Technologies segment, price declined 6% and volume was up 5%. Unfavorable currency movements also added a 1% headwind to net sales in our Fluoroproducts segment.

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

Our cost of goods sold (“COGS”) decreased by $120 million (or 11%) and $383 million (or 12%) to $1.0 billion and ~~$4.6 billion, respectively, representing increases of 13% when compared with $1.4 billion and $4.1~~$2.9 billion for the three and nine months ended September 30, ~~2016, respectively.~~

~~We recognized net income~~2020, respectively, compared with COGS of $1.1 billion and $3.3 billion for the same periods in 2019. The decreases in our COGS for the three and nine months ended September 30, 2020 were primarily attributable to ~~Chemours~~lower net sales, as well as lower distribution, freight, and logistics expenses. In comparison with the prior year, we also did not incur costs during the nine months ended September 30, 2020 in connection with unplanned outages at certain of ~~$207~~our operating facilities, or costs associated with the start-up of our Opteon^TM refrigerants facility in Corpus Christi, Texas. Our previous exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility also contributed to the reduction in COGS. These comparative reductions in COGS were partially offset by costs incurred in conjunction with the temporary idling of certain of our production lines during the second and third quarters of 2020 due to reduced customer demand.

Our selling, general, and administrative (“SG&A”) expense decreased by $18 million (or 14%) and $76 million (or 18%) to $112 million and ~~$518~~$347 million for the three and nine months ended September 30, ~~2017,~~2020, respectively, ~~representing increases of 1% and 119% when~~ compared with ~~$204~~SG&A expense of $130 million and ~~$237~~$423 million for the same periods in 2019. The decreases in our SG&A expense for the three and nine months ended September 30, 2020 were primarily attributable to our cost reductions and our cost savings initiatives in response to the COVID-19 pandemic as further discussed in the “2020 Outlook” section of this MD&A.

Our research and development expense increased by $2 million (or 10%) and $6 million (or 10%) to $22 million and $67 million for the three and nine months ended September 30, ~~2016, respectively.~~

~~Our Adjusted EBITDA~~2020, respectively, compared with research and development expense of $20 million and $61 million for the same periods in 2019. The increases in our research and development expense for the three and nine months ended September 30, ~~2017 was $381~~2020 were primarily attributable to real estate costs associated with our research and development facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware.

Our restructuring, asset-related, and other charges decreased by $25 million (or 74%) and $12 million (or 24%) to $9 million and ~~$1.0 billion, respectively, representing increases of 42% and 76% when compared with $268 million and $583~~$37 million for the three and nine months ended September 30, ~~2016, respectively.~~

~~Our results~~2020, respectively, compared with restructuring, asset-related, and other charges of $34 million and $49 million for the same periods ~~presented reflect our customers’ preference and higher global average selling price for Ti-Pure~~^TM ~~TiO~~₂in ~~our Titanium Technologies segment and strong demand for Opteon~~^TM ~~refrigerants~~2019. Our restructuring, asset-related, and other ~~fluoropolymers in our Fluoroproducts segment, which are partially offset by the impact of portfolio changes in our Chemical Solutions segment.~~

Our net sales increased by $186 million, or 13%, to $1.6 billion for the three months ended September 30, 2017 from $1.4 billion for the three months ended September 30, 2016. The increase in net sales reflects a 9% improvement in price, primarily attributable to our Titanium Technologies segment, higher demand in all segments driving a volume increase of 6% and slightly favorable foreign currency exchange rates. The increase in net sales was partially offset by a negative 3% impact resulting primarily from portfolio changes in our Chemical Solutions segment.

Our net sales increased by $530 million, or 13%, to $4.6 billion for the nine months ended September 30, 2017 from $4.1 billion for the nine months ended September 30, 2016. The increase in net sales reflects a 7% improvement in price, primarily attributable to our Titanium Technologies segment, and higher demand in all segments driving a volume increase of 12%. The increase in net sales was partially offset by a negative 6% impact resulting primarily from portfolio changes in our Chemical Solutions segment.

~~The following table shows the impact of price, volume, currency and portfolio changes on net sales~~charges for the three and nine months ended September 30, ~~2017 when compared~~2020 were primarily attributable to $3 million and $16 million, respectively, of net charges incurred in connection with employee-related separation liabilities under our recent restructuring programs. We also incurred $5 million of asset-related charges during the three and nine months ended September 30, ~~2016:~~

~~Cost~~2020 in connection with various property, plant, and equipment and other asset impairments in our Fluoroproducts segment, as well as $12 million of ~~goods sold~~

~~Cost~~charges during the nine months ended September 30, 2020 in connection with our decision announced in the second quarter of ~~goods sold (COGS) increased~~2020 to exit the Aniline business and stop production at our Pascagoula, Mississippi manufacturing plant by ~~$61 million, or 6%,~~the end of 2020. Our restructuring, asset-related, and ~~$74 million, or 2%,~~other charges for the three and nine months ended September 30, ~~2017, respectively, when compared~~2019 were primarily attributable to $12 million of charges incurred in connection with our decision to exit the ~~same periods in 2016. The increase in COGS for the three months ended September 30, 2017 was primarily driven by costs related to volume increases, incremental increases in raw material inputs~~Methylamines and distribution costs, capital-related expenses and expenditures related to Hurricane Harvey. The increase in COGS for the nine months ended September 30, 2017 was primarily driven by increases in volume,Methylamides business at our Belle, West Virginia manufacturing plant, as well as ~~costs associated with transformation activities and higher performance-related compensation. These increases were partially offset by the impact of portfolio changes in our Chemical Solutions segment.~~

Selling, general and administrative (SG&A) expense for the three months ended September 30, 2017 and 2016 remained flat at $148 million. For the nine months ended September 30, 2017, SG&A expense decreased by $10 million, or 2%, to $444 million when compared with $454 million for the nine months ended September 30, 2016. The decrease in SG&A expense for the nine months ended September 30, 2017 was primarily attributable to a reduction in management and administrative expense. Additionally, we incurred $17 million incurred in ~~transaction-related costs~~connection with our 2019 Restructuring Program. We also incurred $4 million and $18 million, respectively, of decommissioning and dismantling-related charges associated with the ~~sale~~demolition and removal of certain unused buildings at our ~~Clean & Disinfect (C&D) product line~~Chambers Works site in Deepwater, New Jersey.

Our equity in earnings of affiliates decreased by $5 million (or 56%) and ~~Sulfur business in 2016 which did not recur in 2017. Our reduction in transaction-related costs was partially offset by $28~~$6 million ~~in incremental costs for transformation activities and higher performance-related compensation for the nine months ended September 30, 2017.~~

~~Research and development (R&D) expense increased marginally~~(or 24%) to $20 million for the three months ended September 30, 2017 when compared with $19 million for the three months ended September 30, 2016. R&D expense for the nine months ended September 30, 2017 also increased marginally to $61 million when compared with $60 million for the nine months ended September 30, 2016. The marginal increase in R&D expense for the three and nine months ended September 30, 2017 was primarily attributable to increased investment in product development and higher performance-related compensation.

~~Restructuring and asset-related charges, net, on a pre-tax basis, amounted to $8~~$4 million and ~~$31~~$19 million for the three and nine months ended September 30, ~~2017,~~2020, respectively, ~~and $60~~compared with equity in earnings of affiliates of $9 million and ~~$145~~$25 million for the same periods in 2019. The decreases in our equity in earnings of affiliates for the three and nine months ended September 30, 2020 were primarily attributable to our reduced demand for our investees’ products and the negative impacts of COVID-19 on end-market demand.

Our interest expense, net was largely unchanged at $53 million and $160 million for the three and nine months ended September 30, ~~2016, respectively. Our restructuring charges for the three and nine months ended September 30, 2017 primarily reflect decommissioning and other charges associated~~2020, respectively, compared with the production shutdown at our Reactive Metals Solutions (RMS) facility in Niagara Falls, New York, and our 2017 corporate restructuring activities. Our restructuring charges for the three and nine months ended September 30, 2016 primarily reflect decommissioning and other charges associated with the closure of our Edge Moor, Delaware production facility, the production shutdown at our RMS facility and asset-related charges of $46 million and $58 million for pre-tax impairment losses associated with our aniline facility in Pascagoula, Mississippi and the sale of our Sulfur business, respectively.

~~We incurred~~ interest expense, net of ~~$55~~$53 million and ~~$161~~$156 million for the same periods in 2019.

Our other income (expense), net decreased by $30 million and $87 million to other expense, net of $5 million and $6 million for the three and nine months ended September 30, ~~2017,~~2020, respectively, ~~and $51~~compared with other income, net of $25 million and ~~$157~~$81 million for the same periods in 2019. The decreases in our other income, net were primarily attributable to unfavorable changes in net exchange gains and losses of $14 million and $30 million during the three and nine months ended September 30, ~~2016,~~2020, respectively, driven by unfavorable movements in several foreign currencies, primarily the strengthening of the euro against the U.S. dollar, partially offset by our foreign currency forward contracts. Decreases in our leasing, contract services, and miscellaneous income further contributed to the decrease in our other income, net, driven by $1 million and $35 million lower European Union (“EU”) fluorinated greenhouse gas (“F-Gas”) quota authorization sales during the three and nine months ended September 30, 2020, respectively. ~~Interest~~

~~The Chemours Company~~We also recognized a non-cash gain of $9 million in the third quarter of 2019 in connection with the sale of our Repauno, New Jersey site.

Our provision for (benefit from) income taxes amounted to a benefit from income taxes of $16 million and a provision for income taxes of $15 million for the three months ended September 30, ~~2017,~~2020 and 2019, respectively, which represented effective tax rates of negative 27% and 16%, respectively. The $31 million decrease in our provision for income taxes for the three months ended September 30, 2020 was primarily ~~due~~attributable to ~~increased interest resulting~~decreased profitability and changes to our geographic mix of earnings, as well as an income tax benefit of $11 million, net, related to the favorable impacts of certain elections and accounting method changes in connection with the filing of our 2019 U.S. federal income tax return. Such elections and accounting method changes were not reflected in our benefit from ~~our issuance~~income taxes for the year ended December 31, 2019, as they were not yet able to be quantified.

Our provision for (benefit from) income taxes amounted to a benefit from income taxes of ~~the 2027 Notes in May 2017. Interest expense, net increased by $4~~$44 million and a provision for income taxes of $65 million for the nine months ended September 30, ~~2017, primarily due to the aforementioned increase~~2020 and 2019, respectively, which represented effective tax rates of negative 28% and 20%, respectively. The $109 million decrease in ~~interest from~~ our 2027 Notes, which was partially offset by decreased interest resulting from our April 2017 repricing and lower outstanding principal on our senior secured term loans, 2023 Notes and Euro Notes. In addition,provision for income taxes for the nine months ended September 30, ~~2016, we~~2020 was primarily attributable to decreased profitability, changes to our geographic mix of earnings, and $8 million of additional income tax expense recorded in the second quarter of 2019 associated with the recognition of a ~~non-recurring~~valuation allowance on the deferred tax assets of a certain foreign subsidiary. We also recorded an income tax benefit of $18 million in the first quarter of 2020, which was related to the United States Internal Revenue Service acceptance of a non-automatic accounting method change that allows for the recovery of tax basis for depreciation, which had been previously disallowed. We also recorded an income tax benefit of $11 million, net, ~~gain~~in the third quarter of ~~$10 million on debt extinguishment resulting from~~2020, related to the ~~repurchase~~aforementioned favorable impacts of certain ~~portions~~elections and accounting method changes in connection with the filing of our ~~senior unsecured notes in the open market, which~~2019 U.S. federal income tax return. Our benefit from income taxes was partially offset by ~~a non-recurring net loss~~$8 million of ~~$4 million resulting from the write-off of unamortized debt issuance costs associated with the reduction in commitment on our Revolving Credit Facility.~~

Other income, net was $5 million for the three months ended September 30, 2017, representing a decrease of $156 million when compared with $161 million for the three months ended September 30, 2016. This decrease was primarily attributable to a non-recurring gain of $169 million on the sale of our C&D product line in 2016, partially offset by a $13 million decrease in foreign currency exchange losses in 2017. Other income, net was $53 million for the nine months ended September 30, 2017, representing a decrease of $197 million when compared with $250 million for the nine months ended September 30, 2016. This decrease was primarily attributable to a non-recurring gain of $89 million on the sale of our Beaumont, Texas facility during the first quarter of 2016, plus the aforementioned sale of our C&D product line during the third quarter of 2016. A non-recurring gain of $12 million on the sale of land which formerly held our Edge Moor, Delaware facility during the first quarter of 2017, and $40 million in net favorable foreign currency exchange activity partially offsets the decrease in other income, net for the nine months ended September 30, 2017 when compared with the same period in 2016.

~~We recorded a provision for income taxes of $43 million and $30 million for the three months ended September 30, 2017 and 2016, respectively, resulting in effective~~lower income tax rates of 17% and 13%, respectively. For the nine months ended September 30, 2017 and 2016, we recorded a provision for income taxes of $130 million and $25 million, respectively, resulting in effective income tax rates of 20% and 10%, respectively. Our provision for income taxes for the three and nine months ended September 30, 2017 is inclusive of $5 million and $18 million in benefit from windfalls onbenefits related to share-based ~~payments, respectively, due to our adoption of ASU No. 2016-09 during 2017.~~ payments.

The remaining change in our effective tax rate from the prior year is primarily due to the Company’s geographical mix of earnings, as well as the impact of the additional valuation allowance on U.S. foreign tax credits of $65 million and $50 million for the three and nine months ended September 30, 2017, respectively, from which theChemours Company ~~does not expect to benefit in the current year.~~

Adjusted ~~EBITDA represents our~~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 attributable to Chemours for the three and nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 is included in the ~~Non-GAAP~~“Non-GAAP Financial ~~Measures in~~Measures” section of this ~~Item 2.~~

The following table ~~represents Chemours’ total consolidated~~sets forth our Adjusted EBITDA by ~~segment:~~

~~Net sales increased by 28% and 25%~~segment for the three and nine months ended September 30, ~~2017, respectively, when compared with~~2020 and 2019.

The following table sets forth the ~~same periods in 2016. For the three months ended September 30, 2017, 18% of the increase in~~ net sales, ~~was attributable to higher global average selling price for TiO~~₂, 8% of the increase was attributable to higher demand and 2% of the increase was attributable to favorable foreign currency exchange rates. For the nine months ended September 30, 2017, 16% of the increase in net sales was attributable to improved price and 9% of the increase was attributable to higher demand.

~~Adjusted EBITDA increased by 73% and 95%~~margin amounts for our Fluoroproducts segment for the three and nine months ended September 30, ~~2017, respectively, when compared with the same periods in 2016. Our Adjusted EBITDA margin increased by 8%~~2020 and 10% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2017 were primarily attributable to the aforementioned increases in price and volume, which were partially offset by incremental increases in raw material inputs and distribution costs. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the nine months ended September 30, 2017 were primarily attributable to the aforementioned increases in price and volume, which were partially offset by costs associated with transformation activities and higher performance-related compensation.

~~Net sales increased by 8%~~The following table sets forth the impacts of price, volume, currency, and ~~18% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increase in~~portfolio changes on our Fluoroproducts segment’s net sales for the three and nine months ended September 30, ~~2017~~2020, compared with the same periods in 2019.

Our Fluoroproducts segment’s net sales decreased by $103 million (or 16%) to $533 million for the three months ended September 30, 2020, compared with segment net sales of $636 million for the same period in 2019. The decrease in segment net sales for the three months ended September 30, 2020 was primarily attributable to ~~continuing solid~~ decreases in volume and price of 11% and 5%, respectively. Volumes declined due to the lagged negative impacts of COVID-19 on demand for ~~Opteon™ refrigerant~~fluoropolymers products, as lower end-market demand experienced by our customers in ~~Europe~~the second quarter of 2020 drove a reduction in our customers’ demand for fluoropolymers products in the third quarter of 2020. The negative impact of demand weakness for fluoropolymers products was partially offset as the early stages of market recovery led to increased customer demand for our refrigerants, particularly in the automotive sector as original equipment manufacturers (“OEM”) continued to improve their operating rates following their shutdowns in the first and second quarters of 2020. Prices declined during the ~~U.S.~~three months ended September 30, 2020, driven by our composition of product and customer mix, as well as ~~increases~~contractual price adjustments for refrigerants and market weakness in certain geographies.

Our Fluoroproducts segment’s net sales decreased by $377 million (or 19%) to $1.7 billion for the nine months ended September 30, 2020, compared with segment net sales of $2.0 billion for the same period in 2019. The decrease in segment net sales for the nine months ended September 30, 2020 was primarily attributable to decreases in volume and price of 14% and 4%, respectively. Volumes declined due to lower global customer demand for our ~~fluoropolymer products, leading~~refrigerants and fluoropolymers, as initial softness in the automotive and other global end-markets was compounded by the negative impact of COVID-19 on end-market demand from our customers across several market sectors. Prices declined during the nine months ended September 30, 2020, driven by our composition of product and customer mix, as well as contractual price adjustments for refrigerants and market weakness in certain geographies. Unfavorable currency movements added a 1% headwind to ~~volume increases~~the segment’s net sales during the nine months ended September 30, 2020.

For the three months ended September 30, 2020, segment Adjusted EBITDA decreased by $10 million (or 8%) to $112 million and Adjusted EBITDA margin increased by approximately 200 basis points to 21%, compared with segment Adjusted EBITDA of 5%$122 million and ~~17% over~~Adjusted EBITDA margin of 19% for the same ~~periods~~period in ~~2016, respectively. Marginal~~2019. For the nine months ended September 30, 2020, segment Adjusted EBITDA decreased by $111 million (or 24%) to $350 million and Adjusted EBITDA margin decreased by approximately 200 basis points to 21%, compared with segment Adjusted EBITDA of $461 million and Adjusted EBITDA margin of 23% for the same period in 2019. These changes in earnings were primarily attributable to the aforementioned decreases in the volume and price ~~increases~~ and ~~slightly favorable foreign~~unfavorable currency ~~exchange rates further improved~~movements in the segment’s net sales. We also incurred costs associated with the temporary idling of certain of our production lines during the second and third quarters of 2020 due to reduced customer demand. Additionally, for the nine months ended September 30, 2020, our EU F-gas quota authorization sales decreased by $35 million when compared with the nine months ended September 30, 2019. The aforementioned decreases to segment Adjusted EBITDA and Adjusted EBITDA margin during the three and nine months ended September 30, 2020 were partially offset, and, in the instance of Adjusted EBITDA margin for the three months ended September 30, 2020, more than offset, by enhanced operational performance at certain of our operating facilities, cost savings associated with the ramp-up of production at our Opteon^TM refrigerants facility in Corpus Christi, Texas, and structural cost reductions.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Chemical Solutions segment for the three and nine months ended September 30, 2020 and 2019.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Chemical Solutions segment’s net sales for the three and nine months ended September 30, ~~2017 when~~2020, compared with the same periods in 2019.

Our Chemical Solutions segment’s net sales decreased by $52 million (or 37%) to $88 million for the three months ended September 30, 2020, compared with segment net sales of $140 million for the same period in ~~2016.~~2019. The decrease in segment net sales for the three months ended September 30, 2020 was attributable to portfolio change, which drove a 19% decline in net sales following our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility. Segment net sales volumes decreased 13%, driven by the continued adverse impacts of the COVID-19 pandemic on the operations of several mining customers and overall end-market demand. Average prices decreased 5%, driven by market dynamics compared with the prior year quarter.

Our Chemical Solutions segment’s net sales decreased by $141 million (or 35%) to $263 million for the nine months ended September 30, 2020, compared with segment net sales of $404 million for the same period in 2019. The decrease in segment net sales for the nine months ended September 30, 2020 was attributable to portfolio change, which drove a 19% decline in net sales following our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility. Segment net sales volumes decreased 12%, driven by the adverse impacts of the COVID-19 pandemic on the operations of several mining customers and overall end-market demand. Average prices decreased 4%, driven by market dynamics compared with the nine months ended September 30, 2019.

For the three months ended September 30, 2020, segment Adjusted EBITDA ~~increased~~decreased by ~~10%~~$11 million (or 48%) to $12 million and ~~53%~~Adjusted EBITDA margin decreased by approximately 200 basis points to 14%, compared with segment Adjusted EBITDA of $23 million and Adjusted EBITDA margin of 16% for the ~~three and~~same period in 2019. For the nine months ended September 30, ~~2017, respectively, when compared with the same periods in 2016. Our~~2020, segment Adjusted EBITDA decreased by $10 million (or 18%) to $45 million and Adjusted EBITDA margin increased by 1%approximately 300 basis points to 17%, compared with segment Adjusted EBITDA of $55 million and 6%Adjusted EBITDA margin of 14% for the ~~three and nine months ended September 30, 2017, respectively, when compared with~~same period in 2019. These changes in earnings were primarily attributable to the ~~same periods~~aforementioned decreases in ~~2016.~~segment net sales, as well as licensing income recognized in the third quarter of 2019 that did not recur in the third quarter of 2020. The ~~increases in~~aforementioned decreases to segment Adjusted EBITDA and Adjusted EBITDA margin ~~for the three months ended September 30, 2017 were primarily attributable to the aforementioned volume increases, which~~ were partially offset, ~~by higher performance-related compensation, expenditures associated with Hurricane Harvey~~ and, ~~capital-related expenses. The increases~~ in ~~Adjusted EBITDA and~~the instance of Adjusted EBITDA margin for the nine months ended September 30, ~~2017 were primarily attributable to the aforementioned volume increases, which were partially~~2020, more than offset, by ~~costs~~the cost savings associated with ~~transformation activities~~our exit of the Methylamines and ~~higher performance-related compensation.~~

~~Segment Net Sales~~Methylamides business at our Belle, West Virginia production facility.

The following table sets forth the net sales, ~~decreased by 19%~~Adjusted EBITDA, and ~~32%~~Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and nine months ended September 30, ~~2017, respectively, when compared with~~2020 and 2019.

The following table sets forth the ~~same periods in 2016. The decrease in~~impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment’s net sales for the three and nine months ended September 30, ~~2017~~2020, compared with the same periods in 2019.

Our Titanium Technologies segment’s net sales decreased by $2 million (or less than 1%) to $612 million for the three months ended September 30, 2020, compared with segment net sales of $614 million for the same period in 2019. The decrease in segment net sales for the three months ended September 30, 2020 was primarily attributable to ~~portfolio changes resulting from~~a decrease in price of 5%, which was largely offset by an increase in volume of 4%. Price declined for the three months ended September 30, 2020 due to customer, channel, and product mix, as well as targeted price reductions which occurred prior to the third quarter of 2020. Volume increases were driven by an uptick in global customer demand for our Ti-Pure^TM TiO₂, as we started to see the early stages of market recovery in several markets and regions. Favorable currency movements added a 1% tailwind to the segment’s net sales during the three months ended September 30, 2020.

Our Titanium Technologies segment’s net sales decreased by $24 million (or 1%) to $1.7 billion for the nine months ended September 30, 2020, compared with segment net sales of ~~our aniline facility~~$1.7 billion for the same period in ~~Beaumont, Texas~~2019. The decrease in segment net sales for the nine months ended September 30, 2020 was primarily attributable to a decrease in price of 6%, which was largely offset by an increase in volume of 5%. Price declined for the nine months ended September 30, 2020 due to customer, channel, and ~~our C&D and Sulfur businesses,~~product mix, as well as targeted price reductions which primarily occurred prior to the first quarter of 2020. Volume increases were driven by share regain in the first quarter of 2020, as well as the ~~production shutdown at~~early stages of market recovery in several markets and regions in the third quarter of 2020. These volume increases were partially offset by lower global customer demand for our ~~RMS facility~~Ti-Pure^TM TiO₂ in ~~Niagara Falls, New York. Collectively,~~the second quarter of 2020, as COVID-19 negatively impacted end-market demand from our ~~portfolio changes represented a decrease~~customers across several markets and regions.

For the three months ended September 30, 2020, segment Adjusted EBITDA decreased by $8 million (or 6%) to $129 million and Adjusted EBITDA margin decreased by approximately 100 basis points to 21%, compared with segment Adjusted EBITDA of $137 million and Adjusted EBITDA margin of 22% for the same period in ~~net sales~~2019. For the nine months ended September 30, 2020, segment Adjusted EBITDA decreased by $29 million (or 7%) to $361 million and Adjusted EBITDA margin decreased by approximately 100 basis points to 21%, compared with segment Adjusted EBITDA of ~~24%~~$390 million and ~~38% when compared with~~Adjusted EBITDA margin of 22% for the same period in 2019. These decreases in earnings during the three and nine months ended September 30, ~~2016, respectively. The decrease~~2020 were primarily attributable to the aforementioned decreases in price in the segment’s net sales ~~was~~and lower fixed cost absorption due to reduced operating rates, partially offset by ~~volume increases of 5% and marginal price increases~~increased volumes in the ~~remaining segment~~segment’s net sales.

Corporate and Other costs increased by $9 million (or 26%) and $10 million (or 9%) to $43 million and $123 million for the three and nine months ended September 30, ~~2017.~~

~~Adjusted EBITDA increased by 100%~~Other costs of $34 million and ~~23%~~$113 million for the same periods in 2019. These increases in Corporate and Other costs for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. Our Adjusted EBITDA margin increased by 7% and 4% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 20172020 were primarily attributable to ~~the aforementioned volume increases and cost reductions~~higher costs associated with ~~portfolio changes and other~~environmental remediation matters. This increase was partially offset by lower external spend, which is consistent with our cost savings initiatives in response to the ~~remaining segment.~~COVID-19 pandemic as further discussed in the “2020 Outlook” section of this MD&A.

While the COVID-19 pandemic has introduced a tremendous amount of uncertainty into global markets and ~~Other~~

~~Corporate costs and certain legal and environmental expenses~~local economies, we continue to believe that we are well-positioned to respond to the rapidly evolving market dynamics that are ~~not allocated~~impacting our businesses. However, in anticipation of declines in customer demand driven by COVID-19, we implemented a range of actions aimed at reducing costs by reducing all discretionary spend, freezing non-critical hiring, and delaying external spend wherever possible. We also reduced structural plant fixed costs to improve the ~~segments~~efficiency of our production units, an initiative that was already in flight at the end of 2019. In addition, where legally permissible, we made temporary base pay reductions for salaried employees globally, until we saw an improvement in demand across the Company. This included our Chief Executive Officer who took a temporary base salary reduction of 40% and the executive team who took a temporary base salary reduction of 30%. These temporary base salary reductions were discontinued in September 2020. Overall, these actions are ~~reflected in Corporate and Other. The increase of $16 million in Corporate and Other~~expected to reduce our costs for the ~~three months ended September 30, 2017 when compared~~year ending December 31, 2020 by approximately $160 million. We are also reducing our capital spending by $125 million for the year ending December 31, 2020, only proceeding with capital projects considered critical in the near-term. If the macroeconomic situation deteriorates or the duration of the pandemic is extended, we will evaluate additional cost actions, as necessary, as the operational and financial impacts to our Company continue to evolve.

In our Fluoroproducts segment, we anticipate experiencing an uneven recovery in global customer demand, following a third quarter reflective of the early stages of demand recovery for our refrigerants and a lagged reduction in demand for our fluoropolymers products. Customer demand for our refrigerants products may also be somewhat impacted by normal seasonality trends within the business as we enter the fourth quarter of 2020. We remain in frequent communication with our customers to fully understand their evolving product needs and to optimize our production volumes, as necessary. As customer demand for our products continues to recover from the negative impacts of COVID-19 on end-market demand, we expect to continue to recognize the benefits of enhanced operational performance and structural cost reductions within the segment. We are also continuing our investment to prevent the illegal import of legacy HFC refrigerants into the EU, in violation of the EU’s F-gas regulations.

In our Chemical Solutions segment, trends in our future net sales volumes will be driven by our customers’ mining operations, as they work towards returning to normalized production volumes following temporary operating restrictions imposed during COVID-19. At that time, we anticipate that demand for our products will begin to normalize. Our future net sales will also be dependent upon the average prices of our products, which are driven by the impacts of market dynamics. We continue to focus on operations productivity, inventory management, and cash generation in this segment.

In our Titanium Technologies segment, we expect that we will continue to experience the early stages of an uneven market recovery in the markets and regions in which we participate, while certain countries within these regions have not yet started to emerge from the negative economic impacts of COVID-19. We continue to collaborate with and remain connected to our customers in meeting their future demands, while simultaneously managing our own inventories balances to optimize net working capital. Given our strong position in ore feedstock and our ability to secure supply, we are appropriately positioned to maintain our commitment to our Ti-Pure^TM Value Stabilization (“TVS”) strategy, allowing us to continue to offer our customers a predictable and reliable supply of high-quality TiO₂. Through execution of this strategy, our Assured Value Agreements (“AVA”) promote net working capital stability, allowing our customers to purchase TiO₂ with supply assurance and price predictability as the market recovery begins. Alternatively, our Ti-Pure^TMFlex online portal provides our customers with the ~~same period~~opportunity to secure their respective product needs and pricing for up to six months. Our third-party agents and distributors also continue to serve markets that we may not reach directly.

In responding to the COVID-19 pandemic and its subsequent impacts on global markets and local economies, we remain focused on matters that are within our control. Through the underlying strengths of our business operations, financial results and condition, and cash flows, we are fully engaged to protect the health and well-being of our employees and serve our customers.

However, in ~~2016 was primarily attributable to increased costs associated with legacy environmental liabilities. The increase of $31 million in Corporate and Other costs for~~considering the nine months ended September 30, 2017 when compared with the same period in 2016 was primarily attributable to increased costs associated with legacy environmental liabilities, legal costs and performance-related compensation.

~~For the remainder~~unpredictability of the ~~year, we continue~~duration and magnitude of the impact of the COVID-19 pandemic, particularly as it relates to ~~anticipate that the Company’s revenue~~our operations and earnings performance will remain strong. We expect to deliver full-year Adjusted EBITDA improvement, with similar pre-tax income improvement, substantially in excess of our transformation goals. We are targeting additional structural cost savings of approximately $150 million, and we continue to implement certain initiatives in order to realize our target cost savings, which are expected to be fully realized in 2018 and beyond. We also expect to generate positive free cash flow for the full-year 2017, including payments relating to the PFOA MDL Settlement. Our outlook reflects our current visibility and expectations on market factors, such as currency movements, TiO₂ ~~pricing,~~ end-market demand, ~~and seasonality.~~we are not currently providing full-year 2020 financial guidance. Our previous guidance, as issued on February 13, 2020, was withdrawn on May 5, 2020.

Our primary sources of liquidity are cash generated from operations, available cash, receivables securitization, and borrowings under our debt financing ~~arrangements.~~arrangements, which are described in further detail in “Note 15 – Debt” to the Interim Consolidated Financial Statements and “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. 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. As noted in the “2020 Outlook” section within this MD&A, however, significant uncertainty continues to exist concerning both the magnitude and the duration of the impacts to our financial results and condition as caused by the COVID-19 pandemic. Regardless of size and duration, these rapidly evolving challenges have had and will continue to have an adverse impact on our operating cash flows. However, based on our responses to the COVID-19 pandemic, including the business-related initiatives discussed in our “2020 Outlook”, we anticipate that our available cash, cash from operations, and existing debt financing arrangements will provide us with sufficient liquidity through at least November 2021.

At September 30, 2020, we had total cash and cash equivalents of $956 million, of which $650 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 nine months ended September 30, 2020, we received approximately $280 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, see “Note 9 – Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. Management believes that sufficient liquidity is available in the U.S. through at least November 2021, which includes borrowing capacity under our revolving credit facility.

During the nine months ended September 30, 2020, we decided to take certain precautionary measures in light of macroeconomic uncertainties driven by COVID-19. On April 8, 2020, we drew $300 million from our revolving credit facility, which we subsequently repaid during the third quarter of 2020 based on the Company’s liquidity position. As of September 30, 2020, no borrowings remain outstanding under the revolving credit facility, although outstanding letters of credit of $98 million offset our borrowing availability from the maximum capacity of $800 million. The availability under our revolving credit facility is subject to a maintenance covenant based on senior secured net debt and the last 12 months of consolidated EBITDA, as defined in our amended and restated credit agreement. Based on our forecasts and plans, we anticipate that we will be in compliance with our credit facility covenants through at least November 2021. For further details regarding our debt covenants pursuant to the amended and restated credit agreement of our senior secured credit facilities, see “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. In addition to the borrowings under our revolving credit facility, we also elected to accept tax relief provided by various taxing jurisdictions. The accepted relief primarily applies to foreign taxing jurisdictions and resulted in the deferral of approximately $80 million in tax payments, which are largely expected to be made in the first quarter of 2021.

We anticipate making significant payments for interest, critical 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 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 November 2021. Our financial policy seeks ~~to (a)~~to: (i) selectively invest ~~for~~in organic and inorganic growth to enhance our portfolio, including certain strategic capital ~~investments, (b) return cash to shareholders through dividend payments and possible share repurchases in the future and (c)~~investments; (ii) maintain appropriate leverage by using free cash ~~flow~~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 October 28, 2020, we announced our quarterly cash dividend of $0.25 per share for the fourth quarter of 2020. Under our 2018 Share Repurchase Program, as further discussed in Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds in this Quarterly Report on Form 10-Q, we also have remaining authority to repurchase $428 million of our outstanding common stock. In light of the COVID-19 pandemic, we do not currently plan to repurchase additional shares of our outstanding common stock in the near future. Subject to approval by our board of directors, we may raise additional capital or borrowings from ~~time-to-time; however, there~~time to time, or seek to refinance our existing debt. There can be no ~~assurance~~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.

~~We anticipate making significant payments for interest, capital expenditures, restructuring and dividends over~~ Further, the ~~next 12 months, which we expect~~decision to ~~fund through cash generated from operations, available cash and borrowings. We further anticipate that~~refinance our ~~operations and~~ existing debt ~~financing arrangements will provide sufficient liquidity for the Company over the next 12 months. The availability~~is based on a number of ~~funds under~~factors, including general market conditions and our ~~Revolving Credit Facility, which is discussed further~~ability to refinance on attractive terms at any given point in ~~the Credit Facilities and Notes section of this MD&A, is subject~~time. Any attempts to ~~the last 12 months of~~raise additional capital or borrowings or refinance our ~~consolidated EBITDA, as defined in the credit agreement.~~

~~At September 30, 2017 and December 31, 2016, we had $1.0 billion and $678 million, respectively, of cash and cash equivalents~~existing debt could cause us to incur significant charges. Such charges could have a material impact on our ~~consolidated balance sheets held by our foreign subsidiaries, all~~financial position, results of ~~which is readily convertible into currencies used in our~~ operations, including the U.S. Dollar. Cash and earnings of our foreign subsidiaries are generally used to finance their operations and capital expenditures. At September 30, 2017 and December 31, 2016, management believed that sufficient liquidity was available in the U.S., and it is our intention to indefinitely reinvest undistributed earnings of our foreign subsidiaries outside of the U.S. From time to time, we evaluate opportunities to repatriateor cash ~~from foreign jurisdictions. Our current plans consider repatriating cash only at levels that would result in minimal or no net adverse tax consequences in the near term.~~flows.

No deferred tax liabilities have been recognized with regard to the $1.0 billion and $678 million of cash and cash equivalents held by our foreign subsidiaries at September 30, 2017 and December 31, 2016, respectively, or on our undistributed earnings. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution. Therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S.

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing ~~activities:~~

~~Cash provided by operating~~ activities ~~was $336 million and $324 million~~ for the nine months ended September 30, ~~2017~~2020 and ~~2016, respectively. Increases resulting~~2019.

We generated $454 million and $250 million in cash flows from ~~net income of $519 million for~~our operating activities during the nine months ended September 30, ~~2017 when compared with $237 million for the nine months ended September 30, 2016 were offset by~~2020 and 2019, respectively. The increase in our ~~payment of the PFOA MDL Settlement for $335 million and our full utilization of the $190 million prepayment received from DuPont in 2016 during 2017, which negatively impacted our~~ operating ~~cash flows resulting from changes in working capital.~~

Cash used for investing activities was $202 million for the nine months ended September 30, 2017 compared with cash provided by investing activities of $469 million for the nine months ended September 30, 2016. Our capital expenditures for the nine months ended September 30, 2017 and 2016 remained consistent at $246 million and $235 million, respectively. In the nine months ended September 30, 2017, we sold our corporate headquarters building in Wilmington, Delaware and the land which formerly held our manufacturing facility in Edge Moor, Delaware for net proceeds of $29 million and $9 million, respectively. In the nine months ended September 30, 2016, we sold our aniline facility in Beaumont, Texas, land in Repauno, New Jersey, and our C&D and Sulfur businesses for net proceeds of $140 million, $22 million, $223 million and $321 million, respectively.

We expect our full year capital expenditures in 2017 to be between $400 million and $450 million, which exceeds our annual capital expenditures in 2016, primarily due to expenditures associated with our new Opteon^TM ~~plant under construction in Corpus Christi, Texas and our Mining Solutions expansion in Laguna, Mexico, which began in June 2017.~~

Cash provided by financing activities was $468 million for the nine months ended September 30, 2017 compared with cash used for financing activities of $230 million for the nine months ended September 30, 2016. In May 2017, we issued a $500 million aggregate principal amount of 5.375% senior unsecured notes, which are due in May 2027. Proceeds from this offering were $489 million, which is net of an original issue discount of $5 million and underwriting fees and other related expenses of $6 million. We received $30 million from the exercise of employees’ stock options during 2017. Repayments on our senior secured term loans, payments for dividends and tax payments for withholdings on vested restricted stock units of $24 million, $16 million and $10 million, respectively, offset our financing cash inflows for the nine months ended September 30, ~~2017.~~2020 was primarily attributable to lower raw materials inventories purchases, as well as the $125 million of accounts receivables sold to the bank pursuant to the amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under our accounts receivable securitization facility (“Securitization Facility”). The increase in our comparative operating cash inflows was also attributable to a reduction in tax payments made in 2020, a decrease in certain employee-related costs, and our cost savings initiatives in response to the COVID-19 pandemic. These comparative increases in our operating cash flows for the nine months ended September 30, 2020 were partially offset by a decrease in our net income, as well as a comparative increase in our remaining accounts receivable.

In the third quarter of 2016, we repurchased a portion of our senior secured term loans with an aggregate principal amount of $50 million for $49 million, a portion of our 2023 Notes with an aggregate principal amount of $116 million for $107

We used $210 million and ~~a portion of~~$387 million in cash flows for our Euro Notes with an aggregate principal amount of $42 million for $39 million. These repurchases were made in addition to our required quarterly repayments on our senior secured term loans throughout the year. We also paid dividends amounting to $16 millioninvesting activities during the nine months ended September 30, ~~2016.~~

2020 and 2019, respectively. Our investing cash outflows for the nine months ended September 30, 2020 and 2019 were primarily attributable to purchases of property, plant, and equipment, amounting to $214 million and $385 million, respectively. The ~~Chemours Company~~comparative reduction in our purchases of property, plant, and equipment during the nine months ended September 30, 2020 was primarily attributable to temporary cash preservation initiatives, which were implemented in anticipation of declining customer demand as driven by COVID-19. For further information related to our temporary cash preservation initiatives and the anticipated impact on our capital spending for the year ending December 31, 2020, refer to the “2020 Outlook” section within this MD&A. The comparative reduction in our purchases of property, plant, and equipment was also attributable to our prior year capital expenditures associated with the construction of our research and development facility on the Science, Technology, and Advanced Research campus of the University of Delaware in Newark, Delaware and our investment in a thermal oxidizer to reduce aerial PFAS emissions from our Fayetteville Works site in Fayetteville, North Carolina.

~~Accounts and notes receivable - trade, net at~~Our investing cash outflows for the nine months ended September 30, ~~2017 increased by $135~~2020 were also attributable to a $10 million ~~when compared~~installment payment associated with ~~December 31, 2016 due to higher sales~~our acquisition of Southern Ionics Minerals, LLC (“SIM”) in the third quarter of ~~2017 over~~2019. We also made $10 million of upfront cash consideration payments in connection with this acquisition during the ~~fourth~~third quarter of ~~2016 and a favorable currency translation impact of $22 million.~~

Inventories at September 30, 2017 increased by $110 million when compared with December 31, 2016 due to inventory build for increased sales demand and a favorable currency translation impact of $17 million.

~~Accounts payable at September 30, 2017 increased by $126 million when compared with December 31, 2016 due to higher inventories and timing of payments to vendors.~~

~~Other accrued liabilities at September 30, 2017 decreased by $326 million when compared with December 31, 2016 primarily due to payment of the PFOA MDL Settlement for $335 million.~~

Our credit agreement, as amended, provides for seven-year senior secured term loans and a five-year, $750 million senior secured revolving credit facility (Revolving Credit Facility). The proceeds of any loans made under the Revolving Credit Facility can be used for capital expenditures, acquisitions, working capital needs and other general corporate purposes. Availability under the Revolving Credit Facility is subject to certain covenant limitations. At September 30, 2017, the facility had a full borrowing capacity of $750 million, from which we had $102 million in letters of credit issued and outstanding.

~~On April 3, 2017, we completed an amendment (April 2017 Amendment)~~2019. For further information related to our ~~credit agreement which provides for a new class~~2019 acquisition of ~~term loans, denominated in Euros, in an aggregate principal amount of €400 million (Euro Term Loan),~~SIM, see “Note 3 – Acquisitions and a new class of term loans, denominated in U.S. Dollars, in an aggregate principal amount of $940 million (Dollar Term Loan, and, collectively with the Euro Term Loan, the New Term Loans). The New Term Loans replaced in full the prior term loan (Prior Term Loan) outstanding of $1.4 billion. The New Term Loans mature on May 12, 2022, which is the same maturity date of the Prior Term Loan. The Euro Term Loan bears a variable interest rate equal to EURIBOR plus 2.25%, subject to a EURIBOR floor of 0.75%, and the Dollar Term Loan bears a variable interest rate equal to LIBOR plus 2.50%, subject to a LIBOR floor of 0.00%. The April 2017 Amendment also modified certain provisions of the credit agreement, including increasing certain incurrence limits to allow further flexibility for the Company. All other provisions, including financial covenants, remained unchanged. No incremental debt was issued as a result of the April 2017 Amendment, although the Euro Term Loan is subject to remeasurement gains or losses. We recorded a $3 million loss on debt extinguishment and related amendment fees in the second quarter of 2017.

~~The credit agreement contains financial covenants which, solely with respect~~Divestitures” to the ~~Revolving Credit Facility, as amended, require us not~~Interim Consolidated Financial Statements and “Note 4 – Acquisitions and Divestitures” to exceed a maximum senior secured net leverage ratio of: (a) 3.50 to 1.00 each quarter through December 31, 2016; (b) 3.00 to 1.00 through June 30, 2017; and (c) further decreasing by 0.25 to 1.00 every subsequent six months to 2.00 to 1.00 by January 1, 2019 and thereafter. We are also required to maintain a minimum interest coverage ratio of 1.75 to 1.00 each quarter through June 30, 2017 and further increasing by 0.25 to 1.00 every subsequent six months to 3.00 to 1.00 by January 1, 2019 and thereafter. In addition, the credit agreement contains customary affirmative and negative covenants that, among other things, limit or restrict our and our subsidiaries’ ability, subject to certain exceptions, to incur liens, merge, consolidate or sell, transfer or lease assets, make investments, pay dividends, transact with subsidiaries and incur indebtedness. The credit agreement also contains customary representations and warranties and events of default. The senior secured credit facilities and the Notes (collectively, the 2023 Notes, the 2025 Notes, the Euro Notes and the 2027 Notes) contain events of default customary for these types of financings, including cross default and cross acceleration provisions to material indebtedness of Chemours. We wereConsolidated Financial Statements in ~~compliance with our debt covenants at September 30, 2017.~~

In the event of default under our Revolving Credit Facility, our lenders under the Revolving Credit Facility can terminate their commitments thereunder, cease making further revolving loans and accelerate any outstanding revolving loans. This would allow the lenders under the Revolving Credit Facility to declare the outstanding term loans to be immediately due and payable and to institute foreclosure proceedings against the collateral securing the credit facility, which could force us into bankruptcy or liquidation. Any event of default or declaration of acceleration under the credit agreement also may result in an event of default under the indentures governing the Notes. Any such default, event of default or declaration of acceleration could materially and adversely affect our results

~~of operations and financial condition. Please see the section titled Risks Related to Our Indebtedness of the Risk Factors section of~~ our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019.

We used $252 million in cash flows for ~~additional detail.~~our financing activities during the nine months ended September 30, 2020. Our financing cash outflows for the nine months ended September 30, 2020 were primarily attributable to our capital allocation activities, resulting in $123 million returned to our shareholders in the form 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 these payments associated with our Securitization Facility, we also made $18 million in debt repayments. Our financing cash outflows for the nine months ended September 30, 2020 are also inclusive of our repayment of $300 million in proceeds received from drawing on our revolving credit facility, which was executed on April 8, 2020 as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19.

We used $360 million in cash flows for our financing activities during the ~~remainder~~nine months ended September 30, 2019. Our financing cash outflows for the nine months ended September 30, 2019 were primarily attributable to our capital allocation activities, resulting in $446 million of ~~2017, under~~cash returned to shareholders through our 2018 Share Repurchase Program and through cash dividends paid. We also made $30 million in payments for withholding taxes on certain of our vested stock-based compensation awards, as well as $15 million in debt repayments. Our financing cash outflows are also inclusive of our repayment of $150 million in proceeds received from drawing on our revolving credit facility, which was executed for general corporate purposes. The repayment was made during the ~~April 2017 Amendment, we are required to make principal payments related~~third quarter of 2019, primarily using the $125 million of proceeds received from the Securitization Facility, as well as available cash. The Securitization Facility is further described in “Note 15 – Debt” to the ~~New Term Loans~~Interim Consolidated Financial Statements.

The following table sets forth the components of $3our current assets at September 30, 2020 and December 31, 2019.

Our accounts and notes receivable, net decreased by $102 million (or 15%) to $572 million at September 30, 2020, compared with accounts and notes receivable, net of $674 million at December 31, 2019. The decrease in our accounts and notes receivable, net at September 30, 2020 was primarily attributable to $125 million of accounts receivables sold to the bank in accordance with the Amended Purchase Agreement under our Securitization Facility, as well as lower net sales in the third quarter of 2020 versus the fourth quarter of 2019. These decreases in our accounts and notes receivable, net at September 30, 2020 were partially offset by the timing of payments from our customers at the previous year-end.

Our inventories decreased by $86 million (or 8%) to $1.0 billion at September 30, 2020, compared with inventories of $1.1 billion at December 31, 2019. The decrease in our inventories at September 30, 2020 was primarily attributable to lower raw materials inventories purchases in connection with lower sales volumes, which was partially offset by the seasonal build-up of our finished products inventories in the first quarter of 2020.

Our prepaid expenses and other assets were largely unchanged at $84 million and ~~approximately $14~~$81 million at September 30, 2020 and December 31, 2019, respectively.

The following table sets forth the components of our current liabilities at September 30, 2020 and December 31, 2019.

Our accounts payable decreased by $222 million (or 24%) to $701 million at September 30, 2020, compared with accounts payable of $923 million at December 31, 2019. The decrease in our accounts payable at September 30, 2020 was primarily attributable to lower raw materials inventories purchases in connection with lower sales volumes, our cost savings initiatives in response to the COVID-19 pandemic, and the timing of payments to our vendors.

Our short-term and current maturities of long-term debt decreased by $102 million (or 76%) to $32 million at September 30, 2020, compared with short-term and current maturities of long-term debt of $134 million at December 31, 2019. The decrease in our short-term and current maturities of long-term debt at September 30, 2020 was primarily attributable to the amendment and restatement of the Original Purchase Agreement under our Securitization Facility, resulting in the settlement of $110 million in ~~each year from 2018~~collateralized borrowings outstanding as of December 31, 2019.

Our other accrued liabilities increased by $91 million (or 19%) to ~~2021. Debt maturities related~~$575 million at September 30, 2020, compared with other accrued liabilities of $484 million at December 31, 2019. The increase in our other accrued liabilities at September 30, 2020 was primarily attributable to a $40 million increase in interest accrued as driven by our senior unsecured notes, a $33 million increase in deferrals of certain income tax payments, a $23 million increase for environmental remediation at certain of our sites, and an increase for certain employee-related costs. These increases in our other accrued liabilities at September 30, 2020 were partially offset by recognition of customer rebates, primarily during the first quarter of 2020, as well as a $10 million installment payment in the third quarter of 2020 in connection with our acquisition of SIM in the third quarter of 2019.

See “Note 15 – Debt” to the ~~New Term Loans~~Interim Consolidated Financial Statements and “Note 20 – Debt” to the ~~Notes~~Consolidated Financial Statements in ~~2022 and beyond will be $4,085 million. In addition, following the end of each fiscal year commencing~~our Annual Report on Form 10-K for the year ended December 31, ~~2016, on an annual basis, we are also required to make additional principal repayments, depending on~~2019 for a discussion of our ~~leverage level as defined~~credit facilities and notes.

The following disclosures set forth summarized financial information and alternative disclosures in ~~the credit agreement, equivalent to up to 50%~~accordance with Rule 13-01 of excess cash flow based on certain leverage targets with stepdowns to 25% and 0% as actual leverage decreases to below a 3.00 to 1.00 leverage target at the end of each fiscal year. No principal repayments were required to beRegulation S-X (“Rule 13-01”). These disclosures have been made in ~~2017 based upon our December 31, 2016 excess cash flow determined under~~connection with certain subsidiaries' guarantees of the ~~credit agreement. See Note 12 to~~6.625% senior unsecured notes due May 2023, the ~~Interim Consolidated Financial Statements included~~7.000% senior unsecured notes due May 2025, the 4.000% senior unsecured notes due May 2026, which are denominated in ~~this Quarterly Report on Form 10-Q for additional information related to our indebtedness.~~

~~On May 23, 2017, Chemours issued a $500 million aggregate principal amount of~~euros, and the 5.375% senior unsecured notes due May 2027 ~~(2027 Notes)~~(collectively, the “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 million, net of an original issue discount of $5 million and underwriting fees and other related expenses of $6 million, which are deferred and amortized to interest expense using the effective interest method over the termEach series 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 PFOA MDL Settlement,~~issued by The Chemours Company (the “Parent Issuer”), and ~~the remainder is available for general corporate purposes.~~

~~The 2027 Notes are~~was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured ~~unsubordinated~~ basis by ~~each~~the same group of subsidiaries of the ~~existing~~Parent Issuer (together, the “Guarantor Subsidiaries”), subject to certain exceptions as set forth in “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. The assets, liabilities, and future domestic subsidiaries that (a) incurs or guarantees indebtedness under the Senior Secured Credit Facilities or (b) guarantees other indebtedness of Chemours or any guarantor in an aggregate principal amount in excess of $100 million. The guaranteesoperations of the ~~2027 Notes will rank equally with all other senior indebtedness~~Guarantor Subsidiaries primarily consist of those attributable to The Chemours Company FC, LLC, our primary operating subsidiary in the guarantors. The 2027 Notes rank equally in right of payment to all of Chemours’ existing and future unsecured unsubordinated debt and are senior in right of payment to all of Chemours’ 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 FacilitiesUnited States, as well as ~~any future secured debt~~the other U.S.-based operating subsidiaries as set forth in Exhibit 22 to this Quarterly Report on Form 10-Q. Each of the Guarantor Subsidiaries is 100% owned by the Company. None of our other subsidiaries, either direct or indirect, guarantee the Notes (together, the “Non-Guarantor Subsidiaries”). Pursuant to the ~~extent of~~indentures governing the ~~value of~~Notes, the ~~assets securing such debt, and structurally subordinated to the liabilities of any non-guarantor subsidiaries.~~

Chemours 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 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,Guarantor Subsidiaries will be automatically released from those guarantees upon the occurrence of certain ~~change~~customary release provisions.

Our summarized financial information is presented on a combined basis, consisting of ~~control events.~~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 ~~two~~several financial institutions. ~~Under these agreements, the financial institutions act as the paying agents for Chemours 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 September 30, ~~2017,~~2020 and December 31, 2019, the total ~~payment instructions from Chemours amounted to $158 million.~~amounts outstanding under these programs were $109 million and $106 million, respectively. Pursuant to their agreement with one of the financial institutions, certain suppliers may elect to ~~get~~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.

Our contractual obligations at September 30, ~~2017, we entered into a raw materials supply contract with a third party supplier which resulted~~2020 did not significantly change from the contractual obligations previously disclosed in ~~an increase to~~ our ~~total purchase obligations for raw materials. This increase has been reflected in the table below, which shows the Company’s total purchase obligation-related contractual obligations.~~

~~Information with respect to Chemours’ guarantees is included in Note 20 to the Consolidated Financial Statements in the~~ Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ 2019.

In March 2020, through a wholly-owned special purpose entity, we entered into the Amended Purchase Agreement, which amends and restates, in its entirety, the Original Purchase Agreement under our Securitization Facility. See “Note 15 – Debt” to the Interim Consolidated Financial Statements for further details regarding this off-balance sheet arrangement.

Historically, we have not made significant payments to satisfy guarantee obligations; however, we believe ~~Chemours has~~we have the financial resources to satisfy these guarantees in the event required. ~~Any remaining guarantees outstanding at September 30, 2017 were insignificant.~~

Our significant accounting policies are described in ~~Management's Discussion~~our MD&A and ~~Analysis~~“Note 3 – Summary of ~~Financial Condition and Results of Operations - Critical~~Significant Accounting ~~Policies and Estimates and Note 3~~Policies” to the Consolidated Financial Statements in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2019. There have been no material changes to ~~our~~these critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

~~See Note 2~~Pronouncements” to the Interim Consolidated Financial Statements ~~included in Item 1 of this Quarterly Report on Form 10-Q~~.

See “Note 2 – Recent Accounting Pronouncements” to the Interim Consolidated Financial Statements for ~~discussions of~~a discussion about recent accounting pronouncements.

Consistent with ~~Chemours’~~our values and our Environment, Health, Safety, and ~~Safety Policy,~~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. ~~Chemours is~~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.

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 and its subsidiaries that ~~Chemours~~we may be required to indemnify pursuant to the ~~separation-related~~Separation-related agreements executed prior to ~~the separation.~~our separation from DuPont on July 1, 2015 (the “Separation”).

Our environmental ~~reserve includes~~liabilities include estimated costs, including certain accruable costs associated with on-site capital projects, related 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 Comprehensive Environmental Response Compensation and Liability Act ~~(CERCLA,~~(“CERCLA”, often referred to as ~~Superfund)~~“Superfund”), the Resource Conservation and Recovery Act ~~(RCRA)~~(“RCRA”), and similar federal, state, ~~federal~~local, and foreign laws. These laws require certain investigative, remediation, and restoration activities at sites where ~~Chemours conducts~~we conduct or once conducted operations or at sites where ~~Chemours-generated~~our generated waste was disposed. At September 30, ~~2017~~2020 and December 31, ~~2016, we recorded~~2019, our consolidated balance sheets include environmental remediation ~~accruals~~liabilities of ~~$268~~$398 million and ~~$278~~$406 million, respectively, relating to these matters, which, as discussed in ~~management’s opinion, is appropriate based on existing facts~~further detail below, include $199 million and ~~circumstances.~~$201 million, respectively, for our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”).

~~Our remediation portfolio is relatively mature, with many of our sites under active clean-up moving towards final completion.~~

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 clean-ups,~~Active Remediation sites, those sites move to the ~~ongoing~~operation, maintenance, and monitoring ~~(OM&M)~~(“OM&M”), or closure phase. As final ~~clean-ups~~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~~time frame for a site to go through all phases of remediation ~~(investigation~~(Investigation and ~~active clean-up)~~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.~~Potentially Responsible Parties (“PRPs”). In addition, for claims that ~~Chemours~~we may be required to indemnify DuPont pursuant to the ~~separation-related~~Separation-related agreements, ~~Chemours, through~~we and DuPont ~~has~~may have limited available information for certain sites or isare 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 ~~$510~~approximately $560 million above the amount accrued at September 30, ~~2017.~~2020. In general, uncertainty is greatest and the range of potential liability is widest in the ~~investigation~~Investigation phase, ~~and narrows~~narrowing over time as regulatory agencies approve site remedial ~~plans,~~plans. As a result, uncertainty is reduced,

and sites ultimately ~~sites~~ move into OM&M, ~~where~~as needed. As more sites advance from ~~investigation~~Investigation to ~~active clean-up~~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 ~~monitoring and/or operations and maintenance~~OM&M of remedial systems. In addition, portfolio changes, such as an acquisition or divestiture, or notification as a ~~potentially responsible party~~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 ~~results of operations~~ or cash flows infor any given year, as such obligation can be satisfied or settled over many years. ~~For additional information, refer to the~~

Significant Environmental ~~Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016.~~Remediation Sites

While there are many remediation sites that contribute to ~~the~~our total accrued environmental remediation ~~accrual,~~liabilities at September 30, 2020 and December 31, 2019, the following table sets forth the sites that are ~~among~~ the most ~~significant:~~significant.

The five sites listed above represent ~~more than 50%~~72% of our ~~reserve~~total accrued environmental remediation liabilities at September 30, 2020 and December 31, 2019. For these five sites, we expect to spend, in the aggregate, ~~approximately $100~~$138 million over the next three years. For all other sites, we expect to spend ~~approximately $80~~$67 million over the next three years.

Beaumont Works began operations in 1954 in Beaumont, Jefferson County, Texas. Over the years, Beaumont Works has produced a number of basic chemicals and elastomer products including acrylonitrile, ammonia, methanol, methyl methacrylate, caprolactam, Hypalon® synthetic rubber, Nordel® hydrocarbon rubber and blended tetraethyl lead with halo-carbon solvent/stabilizers. As of June 30, 2017, with our sale of the aniline production unit to Dow in 2016, Chemours has no ongoing manufacturing operations on the site. Dow and Lucite remain as long-term manufacturing tenants.

As site owner, Chemours remains responsible for remediation of historical chemical releases from past operations and is conducting this work under a RCRA hazardous waste post-closure permit and Compliance Plan (CP) issued by the State of Texas. The hazardous waste permit includes provisions to manage wastes and to investigate and mitigate releases. The CP is a component of the permit and includes mitigation and monitoring requirements, including a groundwater remediation system that was installed in 1991 to control chemical migration and protect adjacent water bodies. In addition, several solid waste management unit closures have been conducted and areas of past release addressed through interim measures to protect people and the environment. Over the years, extensive site studies have been completed and a final investigation report (Affected Property Assessment Report, or APAR, under the Texas Risk Reduction Program) for the entire site was approved by the state in 2014. Chemours has recently completed a remedial action plan (RAP), currently under agency review, to address all remaining historical solid waste management units and areas of concern identified in these studies, and expects to have this RAP approved in 2018.

The remediation accrual for Beaumont addresses remaining work identified in the RAP under review by the state as well as post-closure care and monitoring and ongoing operation of the groundwater remediation system. A portion of the accrual also addresses an outstanding Natural Resource Damage claim by state and federal trustees directed to impacts on marshlands within the plant property.

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. ~~Chemours continues~~We continue to manufacture a variety of fluorochemicals and finished products at Chambers Works. In addition, three tenants operate processes at Chambers Works including steam/electricity generation, industrial gas production, and the manufacture of intermediate chemicals. 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)~~(“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~~federal RCRA Corrective Action ~~Permit.~~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 ~~a site perimeter sheet pile barrier intended to more efficiently contain groundwater, completion of~~ various targeted studies ~~onsite~~on site and in adjacent water bodies to close investigation data gaps, ~~and~~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 ~~by Chemours~~ in East Chicago, Lake County, Indiana. The approximate 440-acre site is bounded to the south by the ~~East Branch~~east branch of the Grand Calumet River, to the east and north by residential and commercial 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. ~~Current operations, including support activities, now cover 28 acres of the site.~~ The remaining business was sold to W.R. Grace Company ~~(Grace)~~(“Grace”) in early ~~2000, and Grace operates the unit as a tenant.~~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 as part of the RCRA ~~corrective action~~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)~~(“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, as an interim remedial measure, two ~~2,000-foot-long~~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 ~~work is in progress to define~~ the final remedy for the ~~site.~~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 $14 million remained as of September 30, 2020. We will reimburse the buyer through a series of progress payments to be made at defined intervals as certain tasks are completed.

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 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 manufactures plastic sheeting, fluorochemicals, and intermediates for plastics manufacturing. A former manufacturing area, which was sold in 1992, produced nylon strapping and elastomeric tape. DuPont sold its Butacite® and SentryGlas® manufacturing units to Kuraray America, Inc. in September 2014. In July 2015, upon our Separation from DuPont, we became the owner of the Fayetteville land assets along with fluoromonomers, Nafion® membranes, and the related polymer processing aid manufacturing units. A polyvinyl fluoride resin manufacturing unit remained with DuPont.

Beginning in 1996, several stages of site investigation were conducted under oversight by the North Carolina Department of Environmental Quality (“NC DEQ”), 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”) 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 (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 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements, we, along with NC DEQ and Cape Fear River Watch (“CFRW”), a non-profit organization, have filed a final Consent Order (“CO”) that comprehensively addressed various issues, NOVs, and court filings made by the NC DEQ regarding Fayetteville and resolved litigations filed by the NC DEQ and CFRW. In connection with the CO, a thermal oxidizer became fully operational at the site in December 2019 to reduce aerial PFAS emissions from Fayetteville.

In the fourth quarter of 2019, we completed and submitted our Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and our Corrective Action Plan (“CAP”) to NC DEQ. The Supplemental Information Report provided information to support the evaluation of potential interim remedial options to reduce PFAS loadings to surface waters. The CAP 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 built on the previous submissions to NC DEQ. The NC DEQ made the CAP available for public review and comment until April 6, 2020, and we are awaiting formal response to the CAP from NC DEQ following the conclusion of the public comment period.

In August 2020, we, along with NC DEQ and CFRW, reached agreement on the terms of an addendum to the CO (the “Addendum”). The Addendum represents the parties’ collective agreement regarding specified remedial measures and defined timelines 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. Detailed engineering and design work has commenced with NC DEQ approval of permit applications anticipated in August 2021, as well as two stages of design approval anticipated in August 2021 and March 2022. After a period of public comment, the Addendum was approved by the North Carolina Superior Court for Bladen County on October 12, 2020.

As of the third quarter of 2020, based on the CO, the Addendum, the CAP, and our plans, which are based on current regulations and technology, we have accrued $142 million and $57 million related to the estimated cost of on-site and off-site remediation, respectively. For the three and nine months ended September 30, 2020, we accrued an additional $10 million and $31 million, respectively, which was largely attributable to off-site groundwater testing and water treatment system installations at additional qualifying properties in the vicinity surrounding Fayetteville. The amounts accrued during the three and nine months ended September 30, 2020 are net of $3 million and $7 million, respectively, of changes in estimates related to the cost of installing, maintaining, and monitoring certain water treatment systems. During most of the second quarter of 2020, testing of drinking water wells and water treatment system installations were temporarily suspended in connection with health and safety precautions taken during the COVID-19 pandemic. We resumed residential sampling and installation of water treatment systems in June 2020. Off-site installation, maintenance, and monitoring may be impacted by additional changes in estimates as actual experience may differ from management’s estimates.

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. ~~Primary~~The primary contaminants in the soil and sediments are lead and mercury. ~~Ground water~~Groundwater contaminants include volatile organic compounds. Under the authority of the EPA and the New Jersey Department of Environmental Protection (“NJ DEP”), remedial actions at the site are focused on investigating and ~~cleaning up~~cleaning-up the area. ~~Ground water~~Groundwater monitoring at the site is ongoing, and ~~Chemours has~~we have installed and ~~continues~~continue to install vapor mitigation systems at residences within the ~~ground water~~groundwater plume. In addition, ~~Chemours is~~we are further assessing ~~ground water~~groundwater conditions. In ~~June~~September 2015, the EPA issued a modification to the site’s RCRA permit that requires ~~Chemours~~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 ~~expected~~now complete. In April 2019, we submitted a revised Corrective Measures Study (“CMS”) proposing actions to ~~be complete~~address on-site soils impacted from past operations that exceed applicable clean-up criteria. We received comments on the CMS from the EPA and NJ DEP in ~~2018.~~

~~The Chemours Company~~March 2020, and we responded to their comments in June 2020.

The U.S. Smelter and Lead Refinery, Inc. ~~(USS Lead)~~(“USS Lead”) Superfund ~~Site~~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 ~~Chemours is~~we are one of a number of parties working cooperatively with the EPA on the safe and timely completion of this work. DuPont’s former East Chicago manufacturing facility was located adjacent to the site, and DuPont assigned responsibility for the site to ~~Chemours~~us in the ~~2015 separation~~Separation agreement.

The USS Lead Superfund site was listed on the National Priorities List in 2009. To facilitate negotiations with ~~potentially responsible parties,~~PRPs, the EPA divided the residential part of the USS Lead Superfund ~~Site~~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 entering into an agreement in 2014 with the EPA and the State of Indiana to reimburse the EPA’s costs to implement ~~cleanup~~clean-up in Zone 1 and Zone 3. More recently, in March 2017, ~~Chemours~~we and three other parties ~~(Atlantic~~– Atlantic Richfield, ~~Co.,~~ DuPont, and the U.S. Metals Refining Co. (“U.S. Metals”) – entered into an administrative order on consent to reimburse the EPA’s costs to ~~clean up~~clean-up a portion of Zone 2. The EPA is continuing its efforts to identify additional potentially responsible parties (PRPs) for the USS Lead site cleanup, including the remainder of Zone 2. The EPA has scheduled negotiations with some of these parties. The EPA has stated its intention to issue a unilateral order to potentially responsible parties to complete the Zone 2 work. There is uncertainty as to whether the parties who receive the unilateral order will be able to reach an allocation and agree to comply with it.

The environmental accrual for USS Lead is based on the Record of Decision (ROD) and Statement of Work currently in place for Zones 1 and 3, as well as the current estimate of Chemours’ share of the EPA’s Zone 2 cleanup cost. The EPA has announced its intent to reconsider the ROD for Zone 1 and the result of that review could increase or decrease Chemours’ future obligations. In ~~response to the latest cost information received from~~March 2018, the EPA issued a Unilateral Administrative Order for ~~Zone 3 work, as well as the EPA’s stated objective to order Chemours and other PRPs to complete~~ the remainder of the Zone 2 work ~~Chemours increased its~~to five parties, including us, Atlantic Richfield, DuPont, 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 been completed, and Zone 2 is nearly complete. There is uncertainty as to whether these parties will be able to agree on a final allocation for Zone 2 and/or the other Zones, and whether any additional PRPs may be identified.

The environmental accrual for USS Lead ~~by $8 million in~~continues to include completion of the ~~third quarter~~remaining obligations under the 2012 Record of ~~2017.~~

~~See discussion under PFOA in Note 13~~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. The EPA’s ROD Amendment for modified Zone 1 was released in March 2020, and selects as the preferred remedy one which requires a clean-up to residential standards based 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 becomes commercial/industrial. In November 2019, a Letter of Intent was executed by the City of East Chicago, Indiana and Industrial Development Advantage, LLC, relating to modified Zone 1 development, and the EPA has indicated that it is “more likely” that future land use in this area will be commercial/industrial and not residential. We expect that our future costs for modified Zone 1 will be contingent on the development of this area and implementation under the ROD Amendment, as well as any final allocation between PRPs.

In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other defendants. Further discussion related to these matters is included in “Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~included~~.

In 2018, we issued our inaugural Corporate Responsibility Commitment 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 principles of inspired people, shared planet, and an evolved portfolio, our shared planet principle 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, acting on opportunities to reduce our GHG emissions, enhancing the eco-efficiency of our supply chain, and 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 ~~this Quarterly Report on Form 10‑Q.~~research and development in order 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 ~~Fayetteville, North Carolina~~the heading “PFOA” in ~~Note 13~~“Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~included~~.

On 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.

On May 11, 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 ~~this Quarterly Report~~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 ~~Form 10‑Q.~~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 2019, we filed a lawsuit in Delaware Chancery Court (“Chancery Court”) against DowDuPont, Inc., Corteva, Inc., and DuPont concerning DuPont’s contention that it is entitled to unlimited indemnity from us for specified liabilities that DuPont assigned to us in the spin-off. The lawsuit requests that the Chancery Court enter a declaratory judgment limiting DuPont’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 billion dividend DuPont extracted from us in connection with the spin-off. In March 2020, the Chancery Court granted DuPont’s Motion to Dismiss, placing the matter in non-public binding arbitration. We have appealed the ruling to the Delaware Supreme Court, which has set argument en banc for December 2, 2020. Pending the result of the appeal, the matter is proceeding concurrently in arbitration. DuPont has asserted a counterclaim for breach of the Master Separation Agreement. Management believes that the probability of loss as to the counterclaim is remote. Many of the potential litigation liabilities discussed in “Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements are at issue in the matter.

We prepare our interim consolidated financial statements in accordance with generally accepted accounting principles in the U.S. ~~(U.S. GAAP)~~(“GAAP”). To supplement our financial information presented in accordance with ~~U.S.~~ GAAP, we provide the following non-GAAP financial measures – Adjusted EBITDA, Adjusted Net Income, ~~and~~Adjusted Earnings per Share (“EPS”), Free Cash ~~Flow,~~Flows (“FCF”), and Return on Invested Capital (“ROIC”) – in order to clarify and provide investors with a better understanding of ~~the Company’s~~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.~~decision-making. We utilize Adjusted EBITDA as the primary measure of segment profitability used by our ~~Chief Operating Decision Maker.~~CODM.

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

Adjusted ~~net income~~Net Income is defined as our net income ~~attributable to Chemours~~(loss), adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, ~~and~~ amortization, and certain provision for (benefit from) income ~~taxes. Free Cash Flow~~tax amounts. Adjusted EPS is calculated by dividing Adjusted Net Income by the weighted-average number of our common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of our stock-based compensation awards, which includes unvested restricted shares. FCF is defined as

our cash flows provided by (used for) operating activities, less ~~cash used for~~ purchases of property, plant, and equipment as ~~disclosed~~shown in ~~the~~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.

We believe the presentation of these non-GAAP financial measures, when used in conjunction with ~~U.S.~~ GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing ~~the Company’s~~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 ~~U.S.~~ 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, and ~~Free Cash Flow~~ROIC 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 Quarterly Report on Form 10-Q, should be read in conjunction with the ~~Company’s interim consolidated financial statements~~Interim Consolidated Financial Statements and notes thereto included in this ~~Quarterly Report on Form 10-Q,~~report, as well as the ~~Company's consolidated financial statements~~Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

The following table ~~reconciles~~sets forth a reconciliation of Adjusted EBITDA, ~~and~~ Adjusted Net Income, ~~discussed above~~and Adjusted EPS to our net income attributable to Chemours for the ~~periods presented:~~three and nine months ended September 30, 2020 and 2019.

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in millions)

2017

2016

2017

2016

Net income attributable to Chemours

$
207

$
204

$
518

$
237

Non-operating pension and other post-retirement
employee benefit income

(7
)

(5
)

(24
)

(19
)
Exchange losses (gains)

4

17

(3
)

37

Restructuring charges

8

14

31

41

Asset-related charges

1

46

3

109

Gain on sale of assets or businesses

—

(169
)

(14
)

(258
)
Transaction costs ¹

1

2

3

18

Legal and other charges ²

7

5

18

24

Benefit from income taxes relating to reconciling items ³

(7
)

(2
)

(10
)

(16
)
Adjusted Net Income

214

112

522

173

Net income attributable to non-controlling interests

—

—

1

—

Interest expense, net

55

51

161

157

Depreciation and amortization

62

73

204

212

All remaining provision for income taxes ³

50

32

140

41

Adjusted EBITDA

$
381

$
268

$
1,028

$
583

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	2020			2019			2020			2019
Net income attributable to Chemours	$	76		$	76		$	200		$	265
Non-operating pension and other post-retirement employee benefit (income) cost		(1	)		1			(2	)		(5	)
Exchange losses (gains), net		9			(5	)		28			(2	)
Restructuring, asset-related, and other charges (1)		9			34			37			49
Gain on sales of assets and businesses (2)		—			(9	)		—			(11	)
Transaction costs		—			—			2			1
Legal and environmental charges (3)		1			5			12			43
Adjustments made to income taxes (4)		(10	)		3			(32	)		5
Benefit from income taxes relating to reconciling items (5)		(6	)		(7	)		(19	)		(18	)
Adjusted Net Income		78			98			226			327
Interest expense, net		53			53			160			156
Depreciation and amortization		79			78			240			232
All remaining provision for income taxes		—			19			7			78
Adjusted EBITDA	$	210		$	248		$	633		$	793

Weighted-average number of common shares outstanding - basic		164,762,621			163,815,483			164,556,139			165,254,084
Dilutive effect of our employee compensation plans		1,851,050			1,325,380			1,209,143			2,780,874
Weighted-average number of common shares outstanding - diluted		166,613,671			165,140,863			165,765,282			168,034,958

Per share data
Basic earnings per share of common stock	$	0.46		$	0.46		$	1.22		$	1.60
Diluted earnings per share of common stock		0.46			0.46			1.21			1.58
Adjusted basic earnings per share of common stock		0.47			0.60			1.37			1.97
Adjusted diluted earnings per share of common stock		0.47			0.59			1.36			1.94

The following table sets forth a reconciliation of FCF to our cash flows provided by (used for) operating activities for the nine months ended September 30, 2020 and 2019.

The following table sets forth a reconciliation of ROIC to Adjusted EBIT and average invested capital, and their nearest respective GAAP measures, for the periods presented.

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 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 ~~flow~~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 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.

We enter into foreign currency forward contracts to minimize the volatility in our earnings related to ~~the~~ foreign exchange gains and losses resulting from remeasuring our monetary assets and liabilities that ~~Chemours holds which~~ are denominated in non-functional ~~currencies.~~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. ~~As of~~At September 30, ~~2017,~~2020, we had ~~open~~20 foreign ~~exchange~~currency forward contracts outstanding with an aggregate gross notional U.S. ~~Dollar~~dollar equivalent of ~~$619~~$528 million, the fair value of which amounted to ~~approximately~~less than $1 ~~million~~million. At December 31, 2019, we had 16 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~net unrealized loss.~~

In a hypothetical adverse change in the market prices or rates that existed at September 30, 2017, a 10% appreciation of the U.S. Dollar against our outstanding hedged contracts on foreign currencies, such as the Euro and Chinese Yuan, at the currency exchange

~~rates as of September 30, 2017 would decrease our net income by approximately $10~~$530 million, ~~while a 10% depreciation of the U.S. Dollar against the same hedged currencies would increase our net income by approximately $10 million.~~

~~Chemours hedges its net investment in certain European operations. Changes in~~ the fair value of which amounted to less than $1 million. We recognized net gains of $10 million and $14 million for the three and nine months ended September 30, 2020, respectively, and net gains of $1 million and less than $1 million for the three and nine months ended September 30, 2019, respectively, within other income (expense), net related to our non-designated foreign currency forward contracts.

We enter into certain qualifying foreign currency forward contracts under a cash flow hedge program to mitigate the risks associated with fluctuations in the ~~net investment~~euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of ~~certain European operations are recorded in~~our international subsidiaries that use the euro as their functional currency. At September 30, 2020, we had 117 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $86 million, the fair value of which amounted to negative $2 million. At December 31, 2019, we had 150 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $124 million, the fair value of which amounted to $1 million. We recognized pre-tax losses of $2 million and $1 million for the three and nine months ended September 30, 2020, respectively, and pre-tax gains of $5 million and $7 million for the three and nine months ended September 30, 2019, respectively, within accumulated other comprehensive ~~income (loss).~~loss. For the three and nine months ended September 30, ~~2017, Chemours did not record any ineffectiveness~~2020, $1 million and $5 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. For the three and nine months ended September 30, 2019, $2 million and $8 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively.

Beginning in the second quarter of 2020, we elected to expand our cash flow hedge program and enter into interest rate swaps, which are used 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 September 30, 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 pre-tax losses of ~~$26~~less than $1 million and ~~$76~~$3 million for the three and nine months ended September 30, 2020, respectively, ~~on its net investment hedges~~ within accumulated other comprehensive ~~income (loss).~~loss. For the three and nine months ended September 30, 2020, less than $1 million of loss was reclassified to interest expense, net from accumulated other comprehensive loss.

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 pre-tax losses of $32 million and $40 million for the three and nine months ended September 30, 2020, respectively, and pre-tax gains of $33 million and $36 million for the three and nine months ended September 30, 2019, respectively, on our net investment hedge within accumulated other comprehensive loss.

Our risk management programs and the underlying ~~exposure~~exposures are closely correlated, such that the potential loss in value for the risk management portfolio described above would be largely offset by the ~~change~~changes in the value of the underlying ~~exposure.~~exposures. See ~~Note 14~~“Note 19 – Financial Instruments” to the Interim Consolidated Financial Statements ~~in Item 1~~ for further information.

Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2016 for additional information on the Company’s utilization of financial instruments and an analysis of the sensitivity of these instruments. There have been no material changes in the market risks previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in ~~the Company’s~~our reports filed or submitted under the Securities Exchange Act of 1934 ~~(Exchange Act)~~(“Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange ~~Commission.~~Commission (“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 ~~its~~our Chief Executive Officer ~~(CEO)~~(“CEO”) and Chief Financial Officer ~~(CFO)~~(“CFO”), to allow timely decisions regarding required disclosures.

As of September 30, ~~2017, the Company’s~~2020, our CEO and CFO, together with management, conducted an evaluation of the effectiveness of ~~the Company’s~~our disclosure controls and procedures as defined in ~~Rules~~Rule 13a-15(e) ~~and 15d-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 ~~the Company's~~our internal control over financial reporting that occurred during the quarter ended September 30, ~~2017~~2020 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

We are subject to various legal proceedings, including, but not limited to, product liability, ~~patent infringement, antitrust claims~~intellectual property, personal injury, commercial, contractual, employment, governmental, environmental, anti-trust, and ~~claims for property damage or personal injury.~~other such matters that arise in the ordinary course of business. Information regarding certain of these matters is set forth below and in ~~Note 13~~“Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~in Part I, Item 1, which is incorporated by reference herein.~~.

For purposes of this report, the term ~~PFOA~~“PFOA” means, collectively, perfluorooctanoic acid and its salts, including the ammonium salt, and does not distinguish between the two forms. Information related to this and other litigation matters is included in ~~Note 13~~“Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~in Part I, Item 1, which is incorporated by reference herein.~~

Actions related to our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”), as discussed in ~~Note 13~~“Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~in Part I, Item 1,~~, other than those by the State of North Carolina, are ~~filed in~~shown below.

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

The ~~EPA~~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~~facility’s waste water treatment system, hazardous waste management, flare, and air emissions. These negotiations continue. ~~Chemours operates~~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 Clean Air Act (“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 have reviewed the draft CAFO and the alleged violations, and have responded to the EPA. At this time, we believe a loss is probable and is currently estimated at $0.2 million.

We have complied with requests from ~~the Labor Inspectorate (ISZW),~~ the local environmental agency ~~(OZHZ)~~(“DCMR”, formerly under the jurisdiction of “OZHZ”), the Labor Inspectorate (“iSZW”), the Inspectorate for Environment and Transportation (“ILT”), and the ~~National Institute for Public Health and the Environment (RIVM)~~Water Authority (“RWS”) in the Netherlands for information and documents regarding the Dordrecht ~~site's~~site’s operations. ~~The Company has~~We have complied with the requests, and ~~no further documents~~the agencies have ~~been requested~~published several reports between 2016 and 2019, all of them publicly available. The National Institute for Public Health and the ~~Company since~~Environment (“RIVM”) has also published several reports with respect to PFOA and the ~~publication~~polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”, sometimes referred to as “GenX” or “C3 Dimer Acid”). 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 ~~reports~~fines, and we believe that we have valid defenses to prevail. We continue to cooperate with all authorities in responding to information requests.

In May ~~2017 (RIVM)~~2020, we were notified of an alleged criminal offense related to the Netherlands’ Environmental Management Act and ~~July 2017 (ISZW).~~the Working Conditions Decree, regarding the use of PFOA during the pre-spin time period of June 1, 2008 to December 31, 2012. The ~~agencies will decide whether additional~~ investigation ~~is warranted. We understand that some~~was initiated in the first quarter of ~~the requests from OZHZ are part of a preliminary investigation initiated~~2016 by a public ~~prosecutor, although~~prosecutor. We believe that the Company has complied with all relevant laws, and we are in contact with the prosecutor.

In October 2019, we received a $0.15 million fine from the Federal Rail Administration (“FRA”) based on the results 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 to the FRA in December 2019.

In February 2019, we received a Notice of Violation (“NOV”) from the EPA, alleging certain Toxic Substances Control Act (“TSCA”) violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. For this NOV, we responded to the EPA in March 2019, asserting that we have not violated environmental laws. We also received ~~notice~~an NOV in April 2020 from the North Carolina Department of Environmental Quality (“NC DEQ”), alleging an air permit violation under the North Carolina Administrative Code. At this time, management does not believe that ~~it intends~~a loss is probable related to ~~pursue such action.~~the matters in these NOVs. Further discussion related to these matters is included in “Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

Except for the ~~Risk Factors~~risk factor set forth below, ~~which have been amended and restated in their entirety,~~ there have been no material changes to the ~~Risk Factors~~risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

Market conditions and global and regional economic downturns, as well as changes in regulatory requirements (including environmental standards), that adversely affect the demand for the end-use products that contain titanium dioxide, fluoroproducts or our other products, could adversely affect the profitability of our operations and the prices at which we can sell our products, negatively impacting our financial results.

~~Our revenue and profitability is largely dependent on the titanium dioxide (TiO~~₂~~) industry and the industries that are end users of our fluoroproducts. TiO~~₂ 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 gross domestic product and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in 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. 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 global warming potential), changes in or elimination of such environmental regulations in the U.S.A pandemic, epidemic, or other ~~jurisdictions also can negatively impact demand for such products and, as a result, our results~~outbreak of ~~operations and financial condition.~~

~~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, investigation and litigation matters, such as product liability, patent infringement, antitrust claims and claims for third party property damage or personal injury stemming from alleged

~~environmental actions (which~~infectious disease may concern regulated or unregulated substances) or other torts, including, as discussed below, litigation related to the production and use of PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) by DuPont prior to the separation. We have also received inquiries, investigations and litigation related to HFPO Dimer Acid (sometimes referred to as GenX or C3 Dimer) and other compounds. We have noted a nationwide trend in purported 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. Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on ~~us. An adverse outcome~~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. In December 2019, a novel coronavirus disease (“COVID-19”) was identified in ~~any one or more~~Wuhan, China. COVID-19 has continued to spread globally, including areas in which we operate and sell our products. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. Since the initial stages of the pandemic, certain economies in regions throughout the world have started to reopen; however, certain of these ~~matters could be material to our financial results~~regions have also seen further spread and ~~could adversely impact~~even resurgences in the value of any of our brands that are associated with any such matters. As discussed in more detail in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, although the 2017 MDL settlement resolved almost all of the approximately 3,500 personal injury lawsuits against DuPont alleging that the respective plaintiffs were exposed to PFOA in drinking water as a result of DuPont’s use of PFOA at the Washington Works plant in Parkersburg, West Virginia, there are risks of additional lawsuits arising out of DuPont’s use of PFOA, its manufacture of PFOA or its customers’ use of DuPont products that may not be within the scope of the MDL Settlement. A number of ~~additional PFOA lawsuits~~positively identified infections. Particularly in the Americas and Europe, infections have continued to spread, leading to health-related concerns in regions where we have several key manufacturing facilities. In an attempt to minimize the transmission of COVID-19, significant social and economic restrictions have been ~~filed since~~imposed throughout the ~~MDL Settlement. In addition, as discussed in more detail in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, the Company has received governmental inquiries,~~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, have negative business-related implications for the Company and ~~DuPont have been named~~the U.S. and global economies.

Throughout 2020, the COVID-19 pandemic has negatively impacted the global economy, disrupting global supply chains and creating significant uncertainty and volatility in multiple lawsuits, relating to HFPO Dimer Acid and/or other perfluorinated or polyfluorinated compounds, and there are risks that additional lawsuits could be filed. The existing lawsuits and inquiries, and any such additional litigation, relating to PFOA, HFPO Dimer Acid or these other compounds could result in us incurring additional costs and liabilities, which may be material to our financial ~~results.~~

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 are required to indemnify DuPont with regard to liabilities allocated to, or assumed by us under eachmarkets. As 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 spin-off. These indemnification obligations to date have included defense costs associated with certain litigation matters as well as certain damages awards, settlements and penalties. In connection with the MDL Settlement entered above, as detailed in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, DuPont and Chemours entered into an amendment to the separation agreement concerning PFOA costs. As we are required to make payments, such payments 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 between Chemours and DuPont many also arise with respect to indemnification matters including disputes based on matters of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect us.

For further information about the Company’s litigation and other commitments and contingencies, see Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1 or Legal Proceedings in Part II, Item 1filing of this Quarterly Report on Form ~~10-Q.~~

~~We are subject~~10-Q, we continue to ~~extensive environmental, health and safety laws and regulations that may result in unanticipated loss or liability related to our current and past operations, which could reduce our profitability.~~

Our operations and production facilities are subject to extensive environmental and health and safety laws and regulations 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 and storing and disposing of hazardous wastes. Such laws include, in the U.S., the Comprehensive Environmental Response, Compensation and Liability Act (often referred to as Superfund), the Resource Conservation and Recovery Act and similar state and global laws for management and remediation of hazardous materials, the Clean Air Act and the Clean Water Act, for protection of air and water resources, the Toxic Substances Control Act, and in the European Union (EU), the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), for regulation of chemicals in commerce and reporting of potential known adverse effects and numerous local, state, federal and foreign laws and regulations governing materials transport and packaging. If we are found to be in violation of these laws or regulations, which may be subject to change based on legislative, scientific or other factors, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, reputational harm, loss of sales or market access or experience ~~interruptions in our operations. We also may be subject to changes~~minimal disruption in our operations and ~~production based on increased regulation or other changes~~business-related processes. However, due to or restrictions imposed by, any such additional regulations. In addition, the manner in which adopted regulations (including environmental regulations) are ultimately implemented may affect our products, thereduced consumer demand for ~~and public perception~~certain of our ~~products,~~customers’ end-products, we have experienced the ~~reputation~~negative impact of ~~our brands, our market access and~~COVID-19 in our results of ~~operations. In the event of a catastrophic incident involving any of the raw materials~~operations, and 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.~~

As a result of our operations, including the operations of divested businesses and certain discontinued operations, we could incur substantial costs, including remediation and restoration costs. The costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant andanticipate that this weakened consumer demand will continue to ~~be significant for the foreseeable future. This includes costs we expect to continue to incur for environmental investigation and remediation activities at~~have a ~~number of~~negative impact on 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 generally accepted accounting principles, 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. For further information about the Company’s environmental matters and other commitments and contingencies, see Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, Environmental Matters within Part I, results. See Item 2 ~~Management’s~~– Management’s Discussion and Analysis of Financial ~~Conditions~~Condition and Results of Operations ~~or Legal Proceedings~~ in ~~Part II, Item 1 of this Quarterly Report on Form 10-Q.~~

There is also a risk that one or more of our key raw materials or one or more of our products may be found to have, or be characterized as having, a toxicological or health-related impact on the environment or on our customers or employees or unregulated emissions, which could potentially result in us incurring liability in connection with such characterization and the associated effects of any toxicological or health-related impact. If such a discovery or characterization occurs, we may incur increased costs in order to comply with new regulatory requirements or the relevant materials or products, including products of our customers incorporating our materials or products, may be recalled or banned. Changes in laws, science or regulations, or their interpretation, and our customers’ perception of such changes or interpretations may also affect the marketability of certain of our products.

~~In May 2016, the European Chemicals Agency (ECHA) accepted a proposal from France’s competent authority under REACH that would classify TiO~~₂ as a carcinogen for humans by inhalation, starting an ECHA Committee for Risk Action (RAC) process to review and decide on this proposal. In June 2017, ECHA’s RAC announced its preliminary conclusion that the evidence meets the criteria under the EU’s Classification, Labeling and Packaging Regulation to classify TiO₂ as a Category 2 Carcinogen (suspected human carcinogen) by inhalation. The European Commission (EC) will evaluate the RAC’s formal recommendation in determining whether any regulatory measures should be taken. If the EC were to adopt the regulatory measures that classify TiO₂ ~~as a suspected carcinogen, it could increase our TiO~~₂ ~~manufacturing and handling processes and costs.~~

In connection with our separation, we were required to assume, and indemnify DuPont for, certain liabilities. As we are 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 spin-off, 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 above under ~~Our results of operations could be adversely affected by litigation and other commitments and contingencies~~, DuPont and Chemours entered into an amendment to the separation agreement concerning PFOA costs, the terms of which are described in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1. 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 between Chemours and DuPont may also arise with respect to indemnification matters, including disputes based on matter of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect us.

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 13 to the Interim Consolidated Financial Statements in Part I, Item 1 of~~ this Quarterly Report on Form 10-Q for further information.We are closely 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 closely monitoring the operational and financial impacts of recently introduced 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-19pandemic will continue to adversely impact our Company depends on currently evolving factors, as well as future developments that we are not able to predict with certainty. Such factors and potential developments may include but are not limited to:

Information regarding mine safety and other regulatory actions at ~~the Company’s~~our surface ~~mine~~mines in Starke, Florida, Jesup, Georgia, and Folkston, Georgia, as well as our mineral sands separation facility in Offerman, Georgia, is included in Exhibit 95 to ~~this report.~~

~~See the Exhibit Index for the exhibits filed with~~ this Quarterly Report on Form ~~10-Q or incorporated by reference.~~10-Q.

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.

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($0.01 par value)		CC		New York Stock Exchange

Large Accelerated Filer ☒	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

		Page
Part I	Financial Information
Item 1.	Interim Consolidated Financial Statements
	Interim Consolidated Statements of Operations (Unaudited)	2
	Interim Consolidated Statements of Comprehensive Income (Unaudited)	3
	Interim Consolidated Balance Sheets (Unaudited)	4
	Interim Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Interim Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to the Interim Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3441
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4865
Item 4.	Controls and Procedures	4966

Part II	Other Information
Item 1.	Legal Proceedings	4967
Item 1A.	Risk Factors	5069
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5371
Item 3.	Defaults Upon Senior Securities	5371
Item 4.	Mine Safety Disclosures	5371
Item 5.	Other Information	5371
Item 6.	Exhibits	5372
~~Exhibit Index~~Signature		54
~~Signature~~		5573

	September 30, 2017		December 31, 2016
Senior secured term loans:
Tranche B term loan due May 2022	$	—	$	1,372
Tranche B-1 Dollar Term Loan due May 2022		925		—
Tranche B-1 Euro Term Loan due May 2022 (€395 at September 30, 2017 and €0 at December 31, 2016)		464		—
Senior unsecured notes:
6.625% due May 2023		1,158		1,158
7.000% due May 2025		750		750
6.125% due May 2023 (€295 at September 30, 2017 and December 31, 2016)		346		308
5.375% due May 2027		500		—
Capital lease obligations		3		3
Total debt		4,146		3,591
Less: Unamortized issue discounts		9		5
Less: Unamortized debt issuance costs		42		42
Less: Current maturities of long-term debt		14		15
Total long-term debt, net	$	4,081	$	3,529

	September 30, 2020					December 31, 2019
	Carrying Value			Fair Value		Carrying Value			Fair Value
Senior secured term loans:
Tranche B-2 U.S. dollar term loan due April 2025	$	878		$	850	$	884		$	865
Tranche B-2 euro term loan due April 2025 (€341 at September 30, 2020 and €344 at December 31, 2019)		397			385		383			378
Senior unsecured notes:
6.625% due May 2023		908			921		908			917
7.000% due May 2025		750			761		750			755
4.000% due May 2026 (€450 at September 30, 2020 and December 31, 2019)		524			503		501			455
5.375% due May 2027		500			499		500			450
Securitization Facility		—			—		110			110
Total senior debt		3,957		$	3,919		4,036		$	3,930
Less: Unamortized issue discounts		(7	)				(8	)
Less: Unamortized debt issuance costs		(25	)				(28	)
Total senior debt, net	$	3,925				$	4,000


☒	QUARTERLY 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

	(Unaudited)
	September 30,			December 31,
	2017			2016
Assets
Current assets:
Cash and cash equivalents	$	1,535		$	902
Accounts and notes receivable - trade, net		942			807
Inventories		877			767
Prepaid expenses and other		79			77
Total current assets		3,433			2,553
Property, plant and equipment		8,412			7,997
Less: Accumulated depreciation		(5,462	)		(5,213	)
Property, plant and equipment, net		2,950			2,784
Goodwill and other intangible assets, net		167			170
Investments in affiliates		166			136
Other assets		404			417
Total assets	$	7,120		$	6,060
Liabilities and equity
Current liabilities:
Accounts payable	$	1,010		$	884
Current maturities of long-term debt		14			15
Other accrued liabilities		546			872
Total current liabilities		1,570			1,771
Long-term debt, net		4,081			3,529
Deferred income taxes		175			132
Other liabilities		489			524
Total liabilities		6,315			5,956
Commitments and contingent liabilities
Equity
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 185,092,058 and 182,600,533 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)		2			2
Additional paid-in capital		830			789
Retained earnings (accumulated deficit)		388			(114	)
Accumulated other comprehensive loss		(420	)		(577	)
Total Chemours stockholders’ equity		800			100
Non-controlling interests		5			4
Total equity		805			104
Total liabilities and equity	$	7,120		$	6,060

	Common Stock				Additional Paid-In			(Accumulated Deficit) Retained			Accumulated Other Comprehensive			Non-controlling
	Shares		Amount		Capital			Earnings			(Loss) Income			Interests		Total
Balance at January 1, 2016		181,069,751	$	2	$	775		$	(115	)	$	(536	)	$	4	$	130
Net income		—		—		—			237			—			—		237
Common stock issued - compensation plans		650,971		—		—			—			—			—		—
Dividends		—		—		(11	)		(5	)		—			—		(16	)
Other comprehensive income		—		—		—			—			13			—		13
Stock-based compensation expense		—		—		17			—			—			—		17
Balance at September 30, 2016		181,720,722	$	2	$	781		$	117		$	(523	)	$	4	$	381

Balance at January 1, 2017		182,600,533	$	2	$	789		$	(114	)	$	(577	)	$	4	$	104
Net income		—		—		—			518			—			1		519
Common stock issued - compensation plans		504,098		—		—			—			—			—		—
Dividends		—		—		—			(16	)		—			—		(16	)
Other comprehensive income		—		—		—			—			157			—		157
Stock-based compensation expense		—		—		21			—			—			—		21
Cancellation of unissued stock awards withheld to cover taxes		—		—		(10	)		—			—			—		(10	)
Exercise of stock options, net		1,987,427		—		30			—			—			—		30
Balance at September 30, 2017		185,092,058	$	2	$	830		$	388		$	(420	)	$	5	$	805

	September 30, 2020		December 31, 2019
Accounts receivable - trade, net (1)	$	523	$	602
Deferred revenue		14		15
Customer rebates		60		72

	Chemical Solutions Site Closures		2017 Restructuring Program			2019 Restructuring Program			2020 Restructuring Program			Total
Balance at December 31, 2019	$	0	$	1		$	14		$	0		$	15
Charges (credits) to income		2		(1	)		3			14			18
Payments		0		0			(15	)		(7	)		(22	)
Balance at September 30, 2020	$	2	$	0		$	2		$	7		$	11

	Titanium Technologies Site Closures			Fluoro- Products Lines Shutdown			Chemical Solutions Site Closures			2015 Global Restructuring			2017 Restructuring Program		Total
Balance at December 31, 2016	$	4		$	1		$	8		$	21		$	—	$	34
Charges to income		—			—			—			—			5		5
Payments		(3	)		(1	)		(4	)		(19	)		—		(27	)
Net currency translation and other adjustments ¹		—			—			—			1			—		1
Balance at September 30, 2017	$	1		$	—		$	4		$	3		$	5	$	13

	September 30, 2020		December 31, 2019
Accounts receivable - trade, net (1,2)	$	523	$	602
VAT, GST, and other taxes (3)		43		59
Other receivables (4)		6		13
Total accounts and notes receivable, net	$	572	$	674


	September 30, 2017		December 31, 2016
Accounts receivable - trade, net ¹	$	872	$	742
VAT, GST and other taxes ²		49		46
Other receivables ³		21		19
Total accounts and notes receivable - trade, net	$	942	$	807

	September 30, 2020			December 31, 2019
Equipment	$	7,678		$	7,600
Buildings		1,155			1,174
Construction-in-progress		415			493
Land		107			110
Mineral rights		36			36
Property, plant, and equipment		9,391			9,413
Less: Accumulated depreciation		(5,973	)		(5,854	)
Total property, plant, and equipment, net	$	3,418		$	3,559

	September 30, 2017		December 31, 2016
Capitalized repair and maintenance costs	$	105	$	145
Pension assets ¹		225		159
Deferred income taxes		38		41
Asset held for sale		—		29
Miscellaneous ²		36		43
Total other assets	$	404	$	417

Remainder of 2020	$	3
2021		13
2022		13
2023		921
2024		13
Thereafter		2,994
Total principal maturities on debt	$	3,957

	September 30, 2020		December 31, 2019
Employee-related costs (1)	$	107	$	113
Accrued litigation (2)		51		50
Environmental remediation (2)		301		332
Asset retirement obligations (3)		59		69
Deferred revenue		5		8
Miscellaneous (4)		73		61
Total other liabilities	$	596	$	633

	September 30, 2020		December 31, 2019
Chambers Works, Deepwater, New Jersey	$	19	$	20
East Chicago, Indiana		14		17
Fayetteville Works, Fayetteville, North Carolina		199		201
Pompton Lakes, New Jersey		42		43
USS Lead, East Chicago, Indiana		13		13
All other sites		111		112
Total environmental remediation	$	398	$	406

	Balance Sheet Location	September 30, 2020		December 31, 2019
Environmental Remediation:
Current environmental remediation	Other accrued liabilities (Note 14)	$	97	$	74
Long-term environmental remediation	Other liabilities (Note 16)		301		332
Total environmental remediation		$	398	$	406

	September 30, 2020		December 31, 2019
On-site remediation	$	142	$	155
Off-site groundwater remediation		57		46
Total accrued liabilities	$	199	$	201

	Nine Months Ended September 30, 2020
Risk-free interest rate		0.94	%
Expected term (years)		6.00
Volatility		53.18	%
Dividend yield		6.93	%
Fair value per stock option	$	3.74

		Fair Value Using Level 2 Inputs					Fair Value Using Level 2 Inputs
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2020		December 31, 2019
Asset derivatives:
Foreign currency forward contracts	Accounts and notes receivable - trade, net	$	3	$	2
Foreign currency forward contracts not designated as a hedging instrument						Accounts and notes receivable, net (Note 9)	$	—	$	1
Foreign currency forward contracts designated as a cash flow hedge						Accounts and notes receivable, net (Note 9)		—		1
Total asset derivatives		$	3	$	2		$	—	$	2

Liability derivatives:
Foreign currency forward contracts	Other accrued liabilities	$	4	$	4
Foreign currency forward contracts not designated as a hedging instrument						Other accrued liabilities (Note 14)	$	—	$	1
Foreign currency forward contracts designated as a cash flow hedge						Other accrued liabilities (Note 14)		2		—
Interest rate swaps designated as a cash flow hedge						Other accrued liabilities (Note 14)		3		—
Total liability derivatives		$	4	$	4		$	5	$	1

	Nine Months Ended September 30, 2017
Risk-free interest rate		2.14	%
Expected term (years)		6.00
Volatility		44.49	%
Dividend yield		0.35	%
Fair value per stock option	$	15.21

	Number of Shares (in thousands)			Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2016		7,969		$	13.72		5.08	$	66,668
Granted		878			34.84
Exercised		(1,987	)		14.41
Forfeited		(40	)		19.10
Expired		(28	)		12.00
Outstanding, September 30, 2017		6,792		$	15.69		5.27	$	237,179
Exercisable, September 30, 2017		3,814		$	14.03		3.63	$	139,523

	Number of Shares (in thousands)			Weighted-Average Grant Date Fair Value (per share)
Non-vested, December 31, 2016		2,316		$	11.23
Granted		211			36.42
Vested		(1,275	)		11.09
Forfeited		(39	)		15.10
Non-vested, September 30, 2017		1,213		$	15.46

	Three Months Ended September 30, 2017
	Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	960	$	1,053		$	(429	)	$	1,584
Cost of goods sold		—			773		753			(409	)		1,117
Gross profit		—			187		300			(20	)		467
Selling, general and administrative expense		7			105		43			(7	)		148
Research and development expense		—			19		1			—			20
Restructuring and asset-related charges, net		—			8		—			—			8
Total expenses		7			132		44			(7	)		176
Equity in earnings of affiliates		—			—		9			—			9
Equity in earnings of subsidiaries		233			—		—			(233	)		—
Interest (expense) income, net		(57	)		2		—			—			(55	)
Intercompany interest income (expense), net		16			—		(16	)		—			—
Other income (expense), net		6			22		(17	)		(6	)		5
Income before income taxes		191			79		232			(252	)		250
(Benefit from) provision for income taxes		(16	)		18		42			(1	)		43
Net income		207			61		190			(251	)		207
Less: Net income attributable to non-controlling interests		—			—		—			—			—
Net income attributable to Chemours	$	207		$	61	$	190		$	(251	)	$	207
Comprehensive income attributable to Chemours	$	228		$	63	$	225		$	(288	)	$	228

	Three Months Ended September 30, 2016
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	961		$	847		$	(410	)	$	1,398
Cost of goods sold		—			791			656			(391	)		1,056
Gross profit		—			170			191			(19	)		342
Selling, general and administrative expense		5			115			34			(6	)		148
Research and development expense		—			19			—			—			19
Restructuring and asset-related charges, net		—			60			—			—			60
Total expenses		5			194			34			(6	)		227
Equity in earnings of affiliates		—			1			8			—			9
Equity in earnings of subsidiaries		226			—			—			(226	)		—
Interest expense, net		(50	)		(1	)		—			—			(51	)
Intercompany interest income (expense), net		15			1			(16	)		—			—
Other income, net		5			70			94			(8	)		161
Income before income taxes		191			47			243			(247	)		234
(Benefit from) provision for income taxes		(13	)		29			29			(15	)		30
Net income		204			18			214			(232	)		204
Less: Net income attributable to non-controlling interests		—			—			—			—			—
Net income attributable to Chemours	$	204		$	18		$	214		$	(232	)	$	204
Comprehensive income attributable to Chemours	$	210		$	18		$	226		$	(244	)	$	210

	Nine Months Ended September 30, 2016
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	2,898		$	2,367		$	(1,187	)	$	4,078
Cost of goods sold		—			2,506			1,921			(1,160	)		3,267
Gross profit		—			392			446			(27	)		811
Selling, general and administrative expense		17			350			103			(16	)		454
Research and development expense		—			58			2			—			60
Restructuring and asset-related charges (credits), net		—			147			(2	)		—			145
Total expenses		17			555			103			(16	)		659
Equity in (loss) earnings of affiliates		—			(2	)		19			—			17
Equity in earnings of subsidiaries		307			—			—			(307	)		—
Interest expense, net		(155	)		(2	)		—			—			(157	)
Intercompany interest income (expense), net		44			4			(48	)		—			—
Other income, net		15			178			72			(15	)		250
Income before income taxes		194			15			386			(333	)		262
(Benefit from) provision for income taxes		(43	)		25			53			(10	)		25
Net income (loss)		237			(10	)		333			(323	)		237
Less: Net income attributable to non-controlling interests		—			—			—			—			—
Net income (loss) attributable to Chemours	$	237		$	(10	)	$	333		$	(323	)	$	237
Comprehensive income (loss) attributable to Chemours	$	250		$	(10	)	$	355		$	(345	)	$	250

Change in net sales from prior period	Three Months Ended September 30, 2020			Nine Months Ended September 30, 2020
Price		(5	)%		(5	)%
Volume		(4	)%		(6	)%
Currency		—	%		—	%
Portfolio		(2	)%		(2	)%
Total change in net sales		(11	)%		(13	)%

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in millions)	2017			2016			2017			2016
Net sales	$	1,584		$	1,398		$	4,608		$	4,078
Cost of goods sold		1,117			1,056			3,341			3,267
Gross profit		467			342			1,267			811
Selling, general and administrative expense		148			148			444			454
Research and development expense		20			19			61			60
Restructuring and asset-related charges, net		8			60			31			145
Total expenses		176			227			536			659
Equity in earnings of affiliates		9			9			26			17
Interest expense, net		(55	)		(51	)		(161	)		(157	)
Other income, net		5			161			53			250
Income before income taxes		250			234			649			262
Provision for income taxes		43			30			130			25
Net income		207			204			519			237
Less: Net income attributable to non-controlling interests		—			—			1			—
Net income attributable to Chemours	$	207		$	204		$	518		$	237

Change in segment net sales from prior period	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Price		18	%		16	%
Volume		8	%		9	%
Currency		2	%		—	%
Portfolio / other		—	%		—	%
Total change		28	%		25	%

	Twelve Months Ended September 30,
(Dollars in millions)	2020			2019
Adjusted EBITDA (1)	$	860		$	1,134
Less: Depreciation and amortization (1)		(318	)		(303	)
Adjusted EBIT	$	542		$	831

	As of September 30,
(Dollars in millions)	2020			2019
Total debt	$	4,095		$	4,156
Total equity		734			843
Less: Cash and cash equivalents		(956	)		(694	)
Invested capital, net	$	3,873		$	4,305
Average invested capital (2)	$	4,009		$	4,094

Return on Invested Capital		14	%		20	%

Exhibit Number		Description
~~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).

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).

22		List of Guarantor Subsidiaries.

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 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 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~~Disclosures.

~~101.INS~~101		~~XBRL Instance Document~~The following financial statements from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 have been formatted in Inline XBRL: (i) the Interim Consolidated Statements of Operations (Unaudited); (ii) the Interim Consolidated Statements of Comprehensive Income (Unaudited); (iii) the Interim Consolidated Balance Sheets (Unaudited); (iv) the Interim Consolidated Statements of Stockholders’ Equity (Unaudited); (v) the Interim Consolidated Statements of Cash Flows (Unaudited); and, (vi) the Notes to the Interim Consolidated Financial Statements (Unaudited). These financial statements have been tagged as blocks of text and include detailed tags.

~~101.SCH~~104		The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, which has been formatted in Inline XBRL ~~Taxonomy Extension Schema Document~~and included within Exhibit 101.

~~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~~

THE CHEMOURS COMPANY
(Registrant)

Date:	November ~~3, 2017~~4, 2020


By:	/s/ ~~Mark E. Newman~~Sameer Ralhan

	~~Mark E. Newman~~Sameer Ralhan
	Senior Vice President, ~~and~~
	Chief Financial Officer
	(As Duly Authorized Officer and Principal Financial Officer)