Chemours posts Q3 profit; YTD operating cash flow hits $127M
Rhea-AI Filing Summary
Chemours (CC) reported Q3 2025 results with net sales of
For the first nine months, net sales were
Positive
- None.
Negative
- None.
Insights
Quarterly profit, improved cash flow, but tight equity base.
Chemours posted Q3 net income of
Operating cash flow improved to
Total equity declined to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(
(Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
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Name of Exchange on Which Registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ |
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Non-Accelerated Filer ☐ |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The registrant had
The Chemours Company
TABLE OF CONTENTS |
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Page |
Part I |
Financial Information |
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Item 1. |
Interim Consolidated Financial Statements |
2 |
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Interim Consolidated Statements of Operations (Unaudited) |
2 |
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Interim Consolidated Statements of Comprehensive Income (Unaudited) |
3 |
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Interim Consolidated Balance Sheets (Unaudited) |
4 |
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Interim Consolidated Statements of Stockholders’ Equity (Unaudited) |
5 |
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Interim Consolidated Statements of Cash Flows (Unaudited) |
6 |
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Notes to the Interim Consolidated Financial Statements (Unaudited) |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
69 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
96 |
Item 4. |
Controls and Procedures |
97 |
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Part II |
Other Information |
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Item 1. |
Legal Proceedings |
98 |
Item 1A. |
Risk Factors |
98 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
101 |
Item 3. |
Defaults Upon Senior Securities |
101 |
Item 4. |
Mine Safety Disclosures |
101 |
Item 5. |
Other Information |
101 |
Item 6. |
Exhibits |
102 |
Signature |
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103 |
1
PART I. FINANCIAL INFORMATION
Item 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
The Chemours Company
Interim Consolidated Statements of Operations (Unaudited)
(Dollars in millions, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Selling, general, and administrative expense |
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Research and development expense |
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Restructuring, asset-related, and other charges |
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Goodwill impairment charge |
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— |
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— |
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Total other operating expenses |
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Equity in earnings of affiliates |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Other income, net |
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Income (loss) before income taxes |
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( |
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(Benefit from) provision for income taxes |
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( |
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— |
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Net income (loss) |
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( |
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Less: Net income attributable to non-controlling interests |
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— |
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— |
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— |
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Net income (loss) attributable to Chemours |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Per share data |
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Basic earnings (loss) per share of common stock |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Diluted earnings (loss) per share of common stock |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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See accompanying notes to the interim consolidated financial statements.
2
The Chemours Company
Interim Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in millions)
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Three Months Ended September 30, |
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2025 |
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2024 |
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Pre-tax |
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Tax |
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After-tax |
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Pre-tax |
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Tax |
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After-tax |
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Net income (loss) |
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$ |
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$ |
( |
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Other comprehensive income (loss): |
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Hedging activities: |
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Unrealized gain (loss) on net investment hedge |
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$ |
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$ |
( |
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$ |
( |
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$ |
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( |
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Unrealized gain (loss) on cash flow hedge |
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— |
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( |
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( |
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Reclassifications to net income - cash flow hedge |
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— |
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( |
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— |
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( |
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Hedging activities, net |
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( |
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( |
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( |
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Cumulative translation adjustment |
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( |
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— |
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( |
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— |
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Defined benefit plans: |
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Additions to accumulated other comprehensive income (loss): |
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Net gain (loss) |
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— |
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( |
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( |
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Effect of foreign exchange rates |
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— |
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— |
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— |
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( |
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— |
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( |
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Reclassifications to net income: |
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Amortization of actuarial loss |
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— |
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— |
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Amortization of prior service gain |
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— |
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— |
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— |
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— |
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— |
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— |
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Settlement gain |
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( |
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— |
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( |
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( |
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— |
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( |
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Defined benefit plans, net |
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$ |
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$ |
— |
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$ |
( |
) |
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$ |
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( |
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Other comprehensive income (loss) |
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( |
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Comprehensive income (loss) |
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( |
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Less: Comprehensive income attributable to non-controlling interests |
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— |
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— |
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Comprehensive income (loss) attributable to Chemours |
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$ |
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$ |
( |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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Pre-tax |
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Tax |
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After-tax |
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Pre-tax |
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Tax |
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After-tax |
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Net (loss) income |
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$ |
( |
) |
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$ |
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Other comprehensive income (loss): |
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Hedging activities: |
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Unrealized loss on net investment hedge |
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$ |
( |
) |
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$ |
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( |
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$ |
( |
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$ |
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( |
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Unrealized loss on cash flow hedge |
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( |
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( |
) |
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— |
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— |
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— |
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Reclassifications to net income - cash flow hedge |
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
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Hedging activities, net |
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( |
) |
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( |
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( |
) |
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( |
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Cumulative translation adjustment |
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— |
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( |
) |
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— |
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( |
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Defined benefit plans: |
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Additions to accumulated other comprehensive income (loss): |
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Net gain |
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— |
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— |
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Effect of foreign exchange rates |
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( |
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— |
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( |
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( |
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— |
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( |
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Reclassifications to net income: |
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Amortization of actuarial loss |
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— |
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( |
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Amortization of prior service gain |
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( |
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— |
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( |
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( |
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— |
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( |
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Settlement gain |
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( |
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— |
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( |
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( |
) |
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— |
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( |
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Defined benefit plans, net |
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$ |
( |
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$ |
— |
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( |
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$ |
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$ |
( |
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Other comprehensive income (loss) |
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( |
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Comprehensive (loss) income |
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( |
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Less: Comprehensive income attributable to non-controlling interests |
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— |
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Comprehensive (loss) income attributable to Chemours |
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$ |
( |
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$ |
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See accompanying notes to the interim consolidated financial statements.
3
The Chemours Company
Interim Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share amounts)
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September 30, 2025 |
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December 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts and notes receivable, net |
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Inventories |
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Prepaid expenses and other |
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Assets held for sale |
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— |
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Total current assets |
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Property, plant, and equipment |
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Less: Accumulated depreciation |
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( |
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( |
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Property, plant, and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Other intangible assets, net |
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Investments in affiliates |
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Restricted cash and restricted cash equivalents |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Compensation and other employee-related cost |
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Short-term and current maturities of long-term debt |
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Current environmental remediation |
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Other accrued liabilities |
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Total current liabilities |
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Long-term debt, net |
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Operating lease liabilities |
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Long-term environmental remediation |
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Deferred income taxes |
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Other liabilities |
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Total liabilities |
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Equity |
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Common stock (par value $ |
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Treasury stock, at cost ( |
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( |
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( |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
) |
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( |
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Total Chemours stockholders’ equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to the interim consolidated financial statements.
4
The Chemours Company
Interim Consolidated Statements of Stockholders’ Equity (Unaudited)
(Dollars in millions, except per share amounts)
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Common Stock |
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Treasury Stock |
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Additional |
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Retained |
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Accumulated |
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Non-controlling |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Earnings |
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(Loss) Income |
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Interests |
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Total Equity |
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Balance at July 1, 2024 |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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|||||||
Common stock issued - compensation plans |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of stock options, net |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Cancellation of unissued stock awards withheld to cover taxes |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Dividends declared on common shares ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Contributions by non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at July 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Common stock issued - |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of stock options, net |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cancellation of unissued stock awards withheld to cover taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends declared on common shares ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Additional |
|
|
Retained |
|
|
Accumulated |
|
|
Non-controlling |
|
|
|
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
(Loss) Income |
|
|
Interests |
|
|
Total Equity |
|
|||||||||
Balance at January 1, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Common stock issued - compensation plans |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cancellation of unissued stock awards withheld to cover taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends declared on common shares ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Contributions by non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Common stock issued - compensation plans |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Purchases of treasury stock, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cancellation of unissued stock awards withheld to cover taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Dividends declared on common shares ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Dividends to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
See accompanying notes to the interim consolidated financial statements.
5
The Chemours Company
Interim Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net income to cash used for operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Gain on sales of assets and businesses |
|
|
( |
) |
|
|
( |
) |
Equity in earnings of affiliates, net |
|
|
( |
) |
|
|
( |
) |
Amortization of debt issuance costs and issue discounts |
|
|
|
|
|
|
||
Deferred tax provision (benefit) |
|
|
|
|
|
( |
) |
|
Asset-related charges |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Net periodic pension (income) cost |
|
|
( |
) |
|
|
|
|
Defined benefit plan contributions |
|
|
( |
) |
|
|
( |
) |
Other operating charges and credits, net |
|
|
|
|
|
( |
) |
|
Goodwill impairment |
|
|
— |
|
|
|
|
|
Decrease (increase) in operating assets: |
|
|
|
|
|
|
||
Accounts and notes receivable, net |
|
|
( |
) |
|
|
( |
) |
Inventories and other current operating assets |
|
|
( |
) |
|
|
( |
) |
Other non-current operating assets |
|
|
|
|
|
|
||
(Decrease) increase in operating liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Other current operating liabilities |
|
|
|
|
|
( |
) |
|
Other non-current operating liabilities |
|
|
|
|
|
|
||
Cash provided by (used for) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property, plant, and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of assets and businesses |
|
|
|
|
|
|
||
Foreign exchange contract settlements, net |
|
|
( |
) |
|
|
|
|
Other investing activities |
|
|
|
|
|
|
||
Cash used for investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of debt, net |
|
|
|
|
|
— |
|
|
Debt repayments |
|
|
( |
) |
|
|
( |
) |
Payments of debt issuance cost |
|
|
( |
) |
|
|
— |
|
Payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Proceeds from supplier financing program |
|
|
|
|
|
|
||
Payments to supplier financing program |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercised stock options, net |
|
|
— |
|
|
|
|
|
Payments related to tax withholdings on vested stock awards |
|
|
( |
) |
|
|
( |
) |
Payments of dividends to the Company's common shareholders |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
|
|
|
|
||
Cash used for financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents |
|
|
|
|
|
( |
) |
|
Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at January 1, |
|
|
|
|
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at September 30, |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flows information |
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Purchases of property, plant, and equipment included in accounts payable |
|
$ |
|
|
$ |
|
||
See accompanying notes to the interim consolidated financial statements.
6
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note
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 refrigeration and air conditioning, coatings, plastics, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. The Company’s principal products include refrigerants, titanium dioxide (“TiO2”) pigment and industrial fluoropolymer resins. Chemours manages and reports its operating results through its
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 “EID” refer to EIDP, Inc., formerly known as EID, which is Chemours’ former parent company and is now a subsidiary of Corteva. References herein to "DuPont" refer to DuPont de Nemours, Inc.
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair statement of the Company’s results for interim periods have been included. 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 GAAP. As such, these interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Revision of Previously Issued Consolidated Financial Statements and Interim Unaudited Condensed Consolidated Financial Statements
As previously disclosed in the Company’s Form 10-K for the year ended December 31, 2024, certain prior period amounts on the consolidated statements of income were revised to correct for immaterial errors that the Company identified during the financial close process for the fourth quarter of 2024 impacting previously issued financial statements beginning as of January 1, 2022, and subsequent quarterly reporting periods through September 30, 2024. Specifically, the Company identified errors related to the income statement presentation of byproduct revenue sales, which were incorrectly accounted for as a contra cost of goods sold as well as the income statement presentation of certain ore sales associated with the Company's Kuan Yin, Taiwan facility, which were incorrectly accounted for on a net basis within other income, net. The Company assessed the materiality of these errors on prior period consolidated financial statements in accordance with the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 99, "Materiality", codified in ASC 250, Accounting Changes and Error Corrections ("ASC 250"). Based on this assessment, management concluded that the error corrections were not material to any previously presented interim or annual financial statements and are not expected to be material to the current period annual financial statements. However, in order to correctly present these amounts management elected to revise all previously issued and impacted financial statements.
Additionally, as previously disclosed in the Company's Form 10-Q for the quarter ended March 31, 2025, during the financial close process for the first quarter of 2025, the Company identified additional immaterial errors related primarily to the timing of cost of goods sold recognition, including U.S. rail freight and certain raw material inventory. These errors impact previously issued financial statements beginning as of January 1, 2023, and subsequent quarterly and annual reporting periods through December 31, 2024. The Company assessed the materiality of these errors, as well as all other previously identified immaterial errors which impact previously issued financial statements beginning as of January 1, 2023, and subsequent quarterly and annual reporting periods through December 31, 2024. This includes the previously disclosed error related to the timing of insurance proceeds recognition within selling, general and administrative expenses and certain other immaterial errors which also primarily impact the timing of cost of goods sold recognition. The Company assessed the materiality of these errors on current and prior period consolidated financial statements in accordance with ASC 250. Based on this assessment, management concluded that the amounts are not material to any previously presented interim or annual financial statements and are not expected to be material to the current period annual financial statements. However, the aggregate impact of all adjustments would have been material to results for the three months ended March 31, 2025 and as such, in order to correctly present these amounts management elected to revise all previously issued and impacted financial statements. The following tables present the impact of these revisions for each of the applicable periods and impacted financial statements presented in this quarterly report on Form 10-Q. The Company has also revised impacted amounts within the accompanying notes to the unaudited condensed consolidated financial statements, as applicable.
7
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Revised Consolidated Statements of Operations
|
|
Three months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Net sales |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Cost of goods sold |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Gross profit |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Selling, general and administrative expense |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Total other operating expenses |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Interest expense |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
Other income, net |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Loss before income taxes |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Benefit from income taxes |
$ |
|
( |
) |
$ |
|
|
$ |
|
|
||
Net loss |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Net loss attributable to Chemours |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Per share data |
|
|
|
|
|
|
|
|
|
|||
Basic loss per share of common stock |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Diluted loss per share of common stock |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
|
|
Nine months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Net sales |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Cost of goods sold |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Gross profit |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Selling, general and administrative expense |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Total other operating expenses |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Interest expense |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
Income before income taxes |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Provision for income taxes |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Net income |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Net income attributable to Chemours |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Per share data |
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share of common stock |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Diluted earnings per share of common stock |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Revised Consolidated Statements of Comprehensive (Loss) Income
|
|
Three months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Net loss |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Comprehensive loss |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Comprehensive loss attributable to Chemours |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
|
|
Nine months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Net income |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Comprehensive income |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Comprehensive income attributable to Chemours |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
8
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Revised Consolidated Balance Sheets
|
|
December 31, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Inventories |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Total current assets |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Other assets |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Total assets |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Accounts payable |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Total current liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Other liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Total liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
|||
Retained earnings |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Total Chemours stockholders' equity |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Total equity |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Revised Consolidated Statements of Stockholders' Equity
|
|
Three months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Retained earnings at 7/1/2024 |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Net loss |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Retained earnings at 9/30/2024 |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
|
|
Nine months ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Retained earnings at 1/1/2024 |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Net income |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Retained earnings at 9/30/2024 |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Revised Consolidated Statements of Cash Flows
|
|
Nine Months Ended September 30, 2024 |
|
|||||||||
|
|
As reported |
|
|
Adjustments |
|
|
As revised |
|
|||
Net income |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Deferred tax benefit |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
Other operating charges and credits, net |
$ |
|
( |
) |
$ |
|
( |
) |
$ |
|
( |
) |
Decrease (increase) in operating assets: |
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable, net |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
Inventories and other current operating assets |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
(Decrease) increase in operating liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
$ |
|
( |
) |
$ |
|
|
$ |
|
( |
) |
|
Other non-current operating liabilities |
$ |
|
|
$ |
|
( |
) |
$ |
|
|
||
Cash used for operating activities |
$ |
|
( |
) |
$ |
|
— |
|
$ |
|
( |
) |
9
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Liquidity
The Company believes it has sufficient liquidity, through future cash flows from operations, unrestricted cash on hand and availability under its revolving credit facility to timely settle its current liabilities through at least the end of November 2026, however, an adverse resolution of one or more legal or environmental matters could have a material adverse effect on the Company's liquidity.
As disclosed in "Note 17 – Commitments and Contingent Liabilities", the Company and certain of its subsidiaries are subject to various lawsuits, claims, assessments, government investigations, regulatory proceedings and other legal proceedings with respect to product liability, intellectual property, personal injury, commercial, contractual, employment, regulatory, environmental, anti-trust, and other such matters that arise in the ordinary course of business in multiple jurisdictions. The Company’s ability to timely settle its long term liabilities in the event such liabilities become current as a result of an adverse resolution of a legal matter will depend on its ability to generate sufficient future operating cash flows, resolve legal and environmental matters under acceptable terms and conditions and refinance its revolving credit facility and other long term debt on acceptable terms and conditions. Accordingly, there are risks and uncertainties with respect to the Company's ability to achieve its liquidity objectives.
At September 30, 2025, the Company has $
Note 2. Recent Accounting Pronouncements
Accounting Guidance Issued and Not Yet Adopted
Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced disclosure around the effective tax rate reconciliation, along with incremental disclosure around income taxes paid and certain income statement-related disclosures. The guidance will be effective prospectively for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company plans to adopt the guidance and include the required enhanced disclosures in its consolidated financial statements beginning in the year ending December 31, 2025.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, which requires more detailed disclosures of certain categories of expenses such as inventory purchases, employee compensation and depreciation that are components of existing expense captions presented on the face of the income statement. The guidance will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Companies have the option to apply the guidance on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
Intangibles – Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. ASU 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages throughout Subtopic 350-40 and clarify the threshold entities apply to begin capitalizing costs. The guidance will be effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal periods. Companies have the option to apply the guidance on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
10
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Recently Adopted Accounting Guidance
Joint Venture Formations
In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations, which requires joint ventures to initially measure its assets and liabilities at fair value on the formation date. The guidance will be effective prospectively to all joint ventures formed on or after
Note 3. Net Sales
As described further in "Note 1 – Background, Description of the Business and Basis of Presentation", certain prior period amounts reflected in the tables below have been revised to correct for immaterial errors pertaining to income statement presentation of byproduct revenue sales and certain ore sales related to the Company's Kuan Yin, Taiwan facility.
Disaggregation of Net Sales
The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales by geographic region (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thermal & Specialized Solutions |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Titanium Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advanced Performance Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Non-Reportable Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total North America |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thermal & Specialized Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Titanium Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advanced Performance Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Non-Reportable Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Europe, the Middle East, and Africa: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thermal & Specialized Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Titanium Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advanced Performance Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Non-Reportable Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Europe, the Middle East, and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America (2): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thermal & Specialized Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Titanium Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advanced Performance Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Non-Reportable Segment |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total Latin America |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The following table sets forth a disaggregation of the Company’s net sales by product group and segment for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales by product group and segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OpteonTM refrigerants |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FreonTM refrigerants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foam, propellants, and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Thermal & Specialized Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Titanium dioxide and other minerals |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Titanium Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advanced materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Advanced Performance Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance chemicals and intermediates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Other Non-Reportable Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Substantially all of the Company’s net sales are derived from goods and services transferred at a point in time.
Contract Balances
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, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Contract assets: |
|
|
|
|
|
|
||
Accounts receivable - trade, net (Note 7) |
|
$ |
|
|
$ |
|
||
Contract liabilities: |
|
|
|
|
|
|
||
Deferred revenue |
|
$ |
|
|
$ |
|
||
Customer rebates (Note 14) |
|
|
|
|
|
|
||
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, 2025 were not significant. For the three and nine months ended September 30, 2025, the amount of net sales recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) were not significant.
There were no material contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts as of September 30, 2025 and December 31, 2024.
12
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Remaining Performance Obligations
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, 2025, Chemours had $
Note 4. Restructuring, Asset-related, and Other Charges
The following table sets forth the components of the Company’s restructuring, asset-related, and other charges by segment for the three and nine months ended September 30, 2025 and 2024.
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|
Other Non-Reportable Segment |
|
|
Corporate |
|
|
Total |
|
||||||
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee separation charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPS CapstoneTM Exit |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total employee separation charges |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Decommissioning and other charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPS CapstoneTM Exit |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Titanium Technologies Transformation Plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total decommissioning and other charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total restructuring and other charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Asset-related charges |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total restructuring, asset-related, and other charges |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|
Other Non-Reportable Segment |
|
|
Corporate |
|
|
Total |
|
||||||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee separation charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPS CapstoneTM Exit |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total employee separation charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Decommissioning and other charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPS CapstoneTM Exit |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Titanium Technologies Transformation Plan |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total decommissioning and other charges |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total restructuring and other charges |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Asset-related charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPS CapstoneTM Exit |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total asset-related charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total restructuring, asset-related, and other charges |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
13
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|
Other Non-Reportable Segment |
|
|
Corporate |
|
|
Total |
|
||||||
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee separation charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024 Restructuring Program |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Total employee separation charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Decommissioning and other charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Titanium Technologies Transformation Plan |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total decommissioning and other charges |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total restructuring and other charges |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Asset-related charges: |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total asset-related charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total restructuring, asset-related, and other charges |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|
Other Non-Reportable Segment |
|
|
Corporate |
|
|
Total |
|
||||||
Nine Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee separation charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024 Restructuring Program |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Titanium Technologies Transformation Plan |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
2023 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total employee separation charges |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Decommissioning and other charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Titanium Technologies Transformation Plan |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total decommissioning and other charges |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total restructuring and other charges |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Asset-related charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2024 Restructuring Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total asset-related charges |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total restructuring, asset-related, and other charges |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Surface Protection Solutions ("SPS") CapstoneTM Exit
In January 2025, management approved a restructuring plan within the Advanced Performance Materials business to exit its SPS CapstoneTM business and begin the shutdown process for the underlying manufacturing asset across the Washington Works and Chambers Works sites, as well as the Villers St. Paul site pending local regulatory approval. This action was taken due to regulatory changes and uncertainty that have caused reduced demand and market deselection of telomer-based chemistries, making SPS economics unfavorable going forward.
As a result, during the three and nine months ended September 30, 2025, the Company recorded restructuring, asset-related and other charges of $
14
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
2024 Restructuring Program
In the third quarter of 2024, management initiated certain transformation initiatives principally within the Advanced Performance Materials business and certain Corporate functions to capture operational and commercial synergies and cost optimization. As part of these efforts, during the third quarter of 2024, the Company initiated additional cost savings programs that were largely attributable to further aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives.
During the three and nine months ended September 30, 2025, the Company recorded charges of less than $
Titanium Technologies Transformation Plan
On
As a result, during the three and nine months ended September 30, 2025, the Company recorded decommissioning and other charges of less than $
As part of the Titanium Technologies Transformation Plan, following the plant closure, the segment also initiated an organizational redesign to further align its cost structure with its financial objectives. As a result, cumulative employee separation charges of $
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, 2025.
|
|
SPS CapstoneTM Exit |
|
|
2024 Restructuring |
|
|
Titanium Technologies Transformation Plan |
|
|
Total |
|
||||
Balance at December 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Charges to income |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
There were no other significant outstanding liabilities related to the Company’s decommissioning and other restructuring-related charges at September 30, 2025 and December 31, 2024.
15
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 5. Other Income, Net
The following table sets forth the components of the Company’s other income, net for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Leasing, contract services, and miscellaneous income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Royalty income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on sales of assets and businesses, net (2) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Exchange losses, net (3) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Non-operating pension and other post-retirement employee benefit income (4) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other income, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 6. Earnings Per Share of Common Stock
The following table sets forth the reconciliations of the numerators and denominators of the Company’s basic and diluted earnings per share (“EPS”) calculations for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Chemours |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of common shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of the Company’s employee compensation plans (1) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Weighted-average number of common shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share of common stock (2) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Diluted earnings (loss) per share of common stock (1) (2) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
$ |
|
||
The following table sets forth the average number of stock options and performance stock options that were out of the money and, therefore, were not included in the Company’s diluted EPS calculations for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Average number of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
16
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 7. Accounts and Notes Receivable, Net
The following table sets forth the components of the Company’s accounts and notes receivable, net at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Accounts receivable - trade, net (1) |
|
$ |
|
|
$ |
|
||
VAT, GST, and other taxes (2) |
|
|
|
|
|
|
||
Other receivables (3) |
|
|
|
|
|
|
||
Total accounts and notes receivable, net |
|
$ |
|
|
$ |
|
||
Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to less than $
Customer Vendor Financing Facilities
The Company participates in several financing facilities maintained by its customers. These facilities allow the Company to monetize certain of its receivables prior to their due date. The Company receives a discounted amount from the financial institution which varies depending on the timing of the payment from the financing institution in relation to the invoice due date from the customer. The Company classifies cash received from the financial institutions as an operating cash flow.
Note 8. Inventories
The following table sets forth the components of the Company’s inventories at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Finished products |
|
$ |
|
|
$ |
|
||
Semi-finished products |
|
|
|
|
|
|
||
Raw materials, stores, and supplies |
|
|
|
|
|
|
||
Inventories before LIFO adjustment |
|
|
|
|
|
|
||
Less: Adjustment of inventories to LIFO basis |
|
|
( |
) |
|
|
( |
) |
Total inventories |
|
$ |
|
|
$ |
|
||
Inventory values, before last-in, first-out (“LIFO”) adjustment are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at the Company’s U.S. locations, which comprised $
17
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 9. Property, Plant, and Equipment, Net
The following table sets forth the components of the Company’s property, plant, and equipment, net at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Equipment |
|
$ |
|
|
$ |
|
||
Buildings |
|
|
|
|
|
|
||
Construction-in-progress |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Mineral rights |
|
|
|
|
|
|
||
Property, plant, and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property, plant, and equipment, net |
|
$ |
|
|
$ |
|
||
Property, plant, and equipment, net included gross assets under finance leases of $
Depreciation expense amounted to $
The Company had previously committed to selling the land of its manufacturing site in Kuan Yin, Taiwan, following the announcement of its closure on July 27, 2023, as part of the Titanium Technologies Transformation Plan. The land was not available for immediate sale pending the removal of an environmental pollution mark from the land titles and the completion of dismantling, removal, and remediation activities at the decommissioned site. During the three months ended September 30, 2025, following completion of dismantling and removal activities and remediation efforts, the Company sold certain parcels of land previously classified as held for sale and recorded a gain on sale of $
Note 10. Goodwill and Other Intangible Assets, Net
Goodwill
The following sets forth the changes in the carrying amount of the Company's goodwill by segment for the nine months ended September 30, 2025.
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|
Other Non-Reportable Segment |
|
|
Total |
|
|||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Chemours consists of
The total accumulated goodwill impairment losses included in the Company's goodwill balance at both September 30, 2025 and December 31, 2024 amounted to $
18
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
During the third quarter of 2024, the Company reviewed recently released third-party industry projections, which for hydrogen reflected lower end-market demand as well as slower market growth through 2030 and a more uncertain long-term growth trajectory beyond 2030. In response to these negative market outlook developments as well as increased commercial headwinds due to limited cyclical end-markets recovery and competitive intensity, the Company revised its financial projections for the Advanced Performance Materials business which included reductions to its investment plans. The Company concluded that these market developments, as well as the Company's revised financial projections to reflect these events, represented a triggering event for the Company's Advanced Performance Materials reporting unit and associated goodwill, as well as the related asset group, during the third quarter of 2024. As a result of this conclusion, the Company completed an interim impairment assessment as of August 31, 2024 for its Advanced Performance Materials reporting unit and the related asset group.
The Company concluded that the undiscounted cash flows exceeded the carrying value of the long-lived assets, and that an impairment did not exist. In completing an interim quantitative goodwill impairment test, the Company compared the reporting unit's fair value to its carrying value in order to determine if an impairment charge was warranted. The fair value of the Company's Advanced Performance Materials reporting unit was determined by using a combination of discounted cash flow models (a form of the income approach) and the guideline public company method (a form of the market approach). These valuation models incorporated a number of assumptions and judgments surrounding general market and economic conditions and internal forecasts of future business performance that are based on short- and long-term revenue growth rates, EBITDA margins and prospective financial information surrounding the future cash flows of the reporting unit. Discount rate and market multiple assumptions were determined based on relevant peer companies in the chemicals sector. As a result of the analysis performed, the Company concluded that the carrying amount of the Advanced Performance Materials reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $
No further goodwill impairments were recorded during the nine months ended September 30, 2025.
The Company continually monitors macroeconomic and industry-specific conditions for indicators of potential impairment of goodwill and long-lived assets. During 2025, the Company evaluated the sustained weakness in the global TiO₂ market, including lower selling prices and utilization levels, as well as delays in the development of hydrogen-related infrastructure affecting certain end markets. Based on this evaluation, the Company concluded that no triggering events were identified and, accordingly, no interim impairment tests were required.
Other Intangible Assets, Net
The following table sets forth the gross carrying amounts and accumulated amortization of the Company's other intangible assets by major class at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
Cost |
|
|
Accumulated |
|
|
Net |
|
|
Cost |
|
|
Accumulated |
|
|
Net |
|
||||||
Allowance units (1) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Customer lists |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Patents |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Purchased and licensed technology |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Total other intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The aggregate pre-tax amortization expense for definite-lived intangible assets was less than $
19
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 11. Investments in Affiliates
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 $
Note 12. Other Assets
The following table sets forth the components of the Company’s other assets at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Capitalized repair and maintenance costs |
|
$ |
|
|
$ |
|
||
Pension assets (1) |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Miscellaneous (2) |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
Note 13. Accounts Payable
The following table sets forth the components of the Company’s accounts payable at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Trade payables |
|
$ |
|
|
$ |
|
||
VAT and other payables |
|
|
|
|
|
|
||
Total accounts payable |
|
$ |
|
|
$ |
|
||
Supplier Financing
The Company maintains supply chain finance programs with several financial institutions. The programs allow its 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. Pursuant to their agreement with a financial institution, certain suppliers may elect to be paid early at their discretion. The key terms of the supplier invoice, including the amounts due and scheduled payment dates, are not impacted by its suppliers’ decisions to sell their receivables under the programs. For its supplier financing program obligations classified as accounts payable, the Company agrees to pay the financial institution on those sold invoices on the original invoice due date. The Company also maintains a supplier finance program whose obligations are classified as short-term debt based on an extension of payment terms past the original invoice due date. There are no assets pledged or other forms of guarantees associated with these programs. The Company or the financial institution may terminate the program upon at least 30 days' notice.
The outstanding payment obligations at September 30, 2025 and December 31, 2024 were $
20
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 14. Other Accrued Liabilities
The following table sets forth the components of the Company’s other accrued liabilities at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued litigation (1) |
|
$ |
|
|
$ |
|
||
Asset retirement obligations (2) |
|
|
|
|
|
|
||
Income taxes |
|
|
|
|
|
|
||
Customer rebates |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Miscellaneous (3) |
|
|
|
|
|
|
||
Total other accrued liabilities |
|
$ |
|
|
$ |
|
||
Note 15. Debt
The following table sets forth the components of the Company’s debt at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Senior secured term loans: |
|
|
|
|
|
|
||
Tranche B-3 U.S. dollar term loan due August 2028 |
|
$ |
|
|
$ |
|
||
Tranche B-3 euro term loan due August 2028 |
|
|
|
|
|
|
||
Senior unsecured notes: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Finance lease liabilities |
|
|
|
|
|
|
||
Financing obligation (1) |
|
|
|
|
|
|
||
(2) |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total debt principal |
|
|
|
|
|
|
||
Less: Unamortized issue discounts |
|
|
( |
) |
|
|
( |
) |
Less: Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: Short-term and current maturities of long-term debt |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
21
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Senior Secured Credit Facilities
On August 18, 2023, the Company entered into the Credit Agreement, which provides for a $
On May 2, 2025, the Company entered into the Amendment No. 3 (the "Third Amendment") among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amends the Credit Agreement. The Third Amendment increased the total net leverage ratio thresholds governing the applicable rate for the Company’s revolving commitments existing immediate prior to the consummation of the transaction contemplated by the Amendment to May 2, 2030, increased the maximum senior secured net leverage ratio quarterly maintenance test through the fiscal quarter ended September 30, 2026, extended the termination date of certain revolving commitments and increased the aggregate revolving commitments available to $
The Senior Secured Term Loan Facility provides for a Tranche B-3 class of term loans, denominated in U.S. dollars, in an aggregate principal amount of $
On October 15, 2025, the Company entered into Amendment No. 4 (the “Fourth Amendment”) among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amends the Credit Agreement. The Fourth Amendment extended the maturity date of the Company’s $
Accounts Receivable Securitization Facility
The Company, through a wholly-owned special purpose entity (“SPE”), maintains an amended and restated receivables purchase agreement dated March 9, 2020, which was amended on March 5, 2021 and further amended on November 24, 2021 and March 23, 2023 (the “Amended Purchase Agreement”). Pursuant to the Amended Purchase Agreement, the Company does not maintain effective control over the transferred receivables and therefore accounts for these transfers as sales of receivables.
On March 28, 2025, the Company entered into Amendment No. 4 to its Amended Purchase Agreement to extend the maturity date from
Cash received from collections of sold receivables is used to fund additional purchases of receivables at
22
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
European Accounts Receivable Factoring Arrangement
On October 13, 2025, the Company entered into a Receivables Purchase Agreement with BNP Paribas Factor GmbH (“BNP”). Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, certain subsidiaries of the Company agreed to offer for sale and to sell, and BNP agreed to purchase, certain eligible receivables and related rights in an amount of up to an aggregate outstanding balance of €
Other
In the third quarter of 2024, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company's annual insurance premiums for $
In the third quarter of 2025, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company's annual insurance premiums for $
Maturities
The Company has required quarterly principal payments related to the Dollar Term Loan equivalent to
The following table sets forth the Company’s debt principal maturities for the next five years and thereafter.
|
|
Senior Debt |
|
|
Finance Lease Liabilities |
|
|
Financing Obligation |
|
|
Supplier Financing Obligation |
|
|
Other |
|
|
Total |
|
||||||
2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
2027 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Total payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: Imputed interest |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total principal maturities on debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
23
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Debt Fair Value
The following table sets forth the estimated fair values of the Company’s senior debt issues, which are based on quotes received from third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying |
|
|
Fair Value |
|
|
Carrying |
|
|
Fair Value |
|
||||
Senior secured term loans: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tranche B-3 U.S. dollar term loan due August 2028 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tranche B-3 euro term loan due August 2028 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior unsecured notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total senior debt principal |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Less: Unamortized issue discounts |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Less: Unamortized debt issuance costs |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total senior debt, net |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Note 16. Other Liabilities
The following table sets forth the components of the Company’s other liabilities at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Employee-related costs (1) |
|
$ |
|
|
$ |
|
||
Accrued litigation (2) |
|
|
|
|
|
|
||
Asset retirement obligations (3) |
|
|
|
|
|
|
||
Miscellaneous (4) |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
||
24
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 17. Commitments and Contingent Liabilities
Litigation Overview
The Company and certain of its subsidiaries, from time to time, are subject to various lawsuits, claims, assessments, government investigations, regulatory proceedings and other legal proceedings with respect to product liability, intellectual property, personal injury, commercial, contractual, employment, regulatory, environmental, anti-trust, and other such matters that arise in the ordinary course of business in multiple jurisdictions. Any determination in such a proceeding that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, temporary or permanent suspension of operations or debarment or injunctive relief. In addition, Chemours, by virtue of its status as a subsidiary of EID prior to its separation on July 1, 2015 ("the Separation"), is subject to or required under the Separation-related agreements executed prior to the Separation to indemnify EID against various pending legal proceedings. The Company vigorously defends such lawsuits, claims, assessments, government investigations and other legal proceedings, whether raised against itself or under its indemnity obligation. Disputes between Chemours and EID may arise regarding indemnification matters, including disputes based on matters of law or contract interpretation. Should such disputes arise, they could materially adversely affect the Company.
When making determinations about recording liabilities related to legal proceedings or unasserted claims that are probable of assertion, the Company complies with the requirements of ASC 450, Contingencies, and related guidance. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Where there is an estimated range of probable loss and an amount within the range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues a liability for that specific amount. When no amount within an estimated range of probable loss is a better estimate than any other amount, the Company accrues a liability for the minimum amount in the range. When a material loss contingency is reasonably possible, but not probable, the Company does not accrue a liability, but instead discloses the nature of the matter and an estimate of the loss or range of loss, to the extent such estimate can be made. Significant judgment is required in both the determination of probability and whether a loss or range of loss is reasonably estimable. The Company’s judgments are subjective based on the status of the legal or regulatory proceedings, the merits of the Company’s defenses and consultation with in-house and outside legal counsel. Because of substantial uncertainties related to these matters, accruals are based on the best information available each period, including, among others, mediation, settlement discussions or agreements. As a matter progresses, the Company may receive information, through plaintiff demands, through discovery, in the form of reports of purported experts, or in the context of settlement or mediation discussions that purport to quantify an amount of alleged damages, but with which the Company may not agree. Furthermore, settlement discussions are complex and often involve potential amounts, scope and terms, which can be monetary and non-monetary, that one or more parties may not consider reasonable under the circumstances or indicative of the merits or potential outcome of any court proceeding with respect to the underlying claims. Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates accordingly. Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in the United States and internationally, management’s judgments may be materially different than the actual outcomes. The Company's ability to assess outcomes and make reasonable estimates of potential losses is further influenced by the fact that a resolution of one or more matters may impact the resolution of other similar matters in terms of timing, amount of liability, or both. Legal costs such as outside counsel fees and expenses are charged to expense in the period services are rendered.
Unless otherwise stated, the Company is unable to reasonably estimate the possible loss or a range of loss for the matters described below, potentially based on one or more of the following reasons: actual or potential plaintiffs have not claimed an amount of monetary damages or the amounts are unsupportable or exaggerated, the matters are in early stages, there is uncertainty as to the outcome of pending appeals or motions, there are significant factual issues to be resolved, the proceedings involve multiple defendants or potential defendants whose share of any potential responsibility has not been determined. Because litigation is subject to significant uncertainties, and adverse rulings, judgments or other outcomes could occur in the future, it is reasonably possible that the Company could incur losses substantially in excess of accrued liabilities or with respect to matters for which no liability has been accrued because losses are not currently probable and reasonably estimable.
Management believes the Company’s accounting treatment and disclosure for the matters discussed below are appropriate based on the facts and circumstances for each matter, which are discussed in further detail below.
25
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The following table sets forth the components of the Company’s accrued litigation at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Asbestos |
|
$ |
|
|
$ |
|
||
PFAS (1): |
|
|
|
|
|
|
||
PFOA (2) |
|
|
|
|
|
|
||
Other PFAS matters (3) |
|
|
|
|
|
|
||
All other matters |
|
|
|
|
|
|
||
Total accrued litigation |
|
$ |
|
|
$ |
|
||
The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at September 30, 2025 and December 31, 2024.
|
|
Balance Sheet Location |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued Litigation: |
|
|
|
|
|
|
|
|
||
Current accrued litigation |
|
Other accrued liabilities (Note 14) |
|
$ |
|
|
$ |
|
||
Long-term accrued litigation |
|
Other liabilities (Note 16) |
|
|
|
|
|
|
||
Total accrued litigation |
|
|
|
$ |
|
|
$ |
|
||
Memorandum of Understanding (the “MOU”) with DuPont, Corteva and EID
In January 2021, Chemours, DuPont, Corteva, and EID, a subsidiary of Corteva, entered into a binding MOU, reflecting the parties’ agreement to share potential future legacy liabilities relating to per- and polyfluoroalkyl substances (“PFAS”) arising out of pre-July 1, 2015 conduct (i.e., “Indemnifiable Losses”, as defined in the separation agreement, dated as of June 26, 2015, as amended, between EID and Chemours (the “Separation Agreement”)) until the earlier to occur of: (i) December 31, 2040; (ii) the day on which the aggregate amount of Qualified Spend is equal to $
26
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The parties have agreed that, during the term of the cost-sharing arrangement, Chemours will bear half of the cost of such future potential legacy PFAS liabilities, and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $
After the term of this arrangement, Chemours’ indemnification obligations under the Separation Agreement would continue unchanged, subject in each case to certain exceptions set out in the MOU. Pursuant to the terms of the MOU, the parties have agreed to release certain claims regarding Chemours’ Delaware lawsuit and confidential arbitration (concerning the indemnification of specified liabilities that EID assigned to Chemours in its spin-off), including that Chemours has released any claim set forth in the complaint filed in the Delaware lawsuit, any other similar claims arising out of or resulting from the facts recited by Chemours in the complaint or the process and manner in which EID structured or conducted the spin-off, and any other claims that challenge the spin-off or the assumption of Chemours Liabilities (as defined in the Separation Agreement) by Chemours and the allocation thereof, subject in each case to certain exceptions set out in the MOU. The parties have further agreed not to bring any future, additional claims regarding the Separation Agreement or the MOU outside of arbitration.
As part of the MOU, the parties established an escrow account to support and manage the payments for potential future PFAS liabilities. The MOU provides that: (i) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $
In September 2023, the parties entered into a supplemental agreement to the MOU, whereby the parties agreed to (i) release the funds held in escrow to fund, in part, the Water District Settlement Fund (discussed further below), (ii) waive the escrow funding obligation of each party due no later than September 30, 2023, and (iii) with respect to the escrow funding obligation due no later than September 30, 2024, waive the obligation of each of the parties under certain conditions as agreed to by the parties. The parties agreed to fund the payments due by September 30, 2024, and the Company funded $
The parties have also sought insurance coverage for certain claims relating to PFAS matters, including claims in the AFFF MDL (as defined below). In July 2024, a $
27
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In August 2025, in connection with agreeing to the New Jersey settlement as described further below, the parties entered a PFAS Insurance Proceeds Memorandum of Understanding (the “PFAS Insurance MOU”). The PFAS Insurance MOU is contingent on achieving a binding settlement, pursuant to a final and effective Judicial Consent Order (“JCO”) with respect to the New Jersey settlement. Under the PFAS Insurance MOU, Chemours agreed to assign to the other parties its rights to receive certain insurance proceeds in return for $
The parties will cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.
Asbestos
In the Separation, EID assigned its asbestos docket to Chemours. At both September 30, 2025 and December 31, 2024, there were approximately
With limited exception, the Company previously rejected EID’s demand for indemnity and defense of asbestos and product liability matters arising from an EID subsidiary, Sporting Goods Properties, Inc., (“SGPI”). EID brought an arbitration proceeding on this issue and in November 2024, the Company and EID reached an agreement in principle and adjourned the arbitration. The Company finalized the settlement agreement in March 2025. Per the terms of the agreement in principle, the Company assumed approximately 20 current SGPI asbestos cases as well as all future SGPI asbestos and product liability claims. The agreement also includes that the Company is entitled to insurance recoveries where applicable under certain existing insurance policies as well as potential cost sharing between the parties for certain cases. As of September 30, 2025 there are approximately 30 SGPI asbestos litigation claims outstanding. The Company is entitled to insurance recoveries where applicable under certain existing insurance policies as well as potential cost sharing between the parties for certain cases.
At September 30, 2025 and December 31, 2024, Chemours had accruals of $
Benzene
In the Separation, EID assigned its benzene docket to Chemours. At September 30, 2025 and December 31, 2024, there were
Management believes that a loss is reasonably possible as to the docket as a whole; however, given the evaluation of each benzene matter is highly fact-driven and impacted by disease, exposure, and other factors, a range of such losses cannot be reasonably estimated at this time.
28
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In May 2021, the Company and EID filed suit in Delaware state court against multiple insurance companies for breach of their contractual obligations to indemnify Chemours and EID against liabilities, costs and losses relating to benzene litigation which are covered under liability insurance policies purchased by EID during the period 1967 to 1986. EID and Chemours are seeking payment of all costs and settlement amounts for past and future benzene cases falling under those policies. The outcome of this matter is not expected to have a material impact on Chemours’ results of operations or financial position. Over the course of the litigation, settlements have been negotiated with all of the insurers and Chemours and EID established a joint escrow account. In December 2024, Chemours and EID agreed to a 50/50 distribution of then-available escrow account funds with Chemours receiving $
PFOA
Chemours does not, and has never, used “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) as a polymerization aid nor sold it as a commercial product. Prior to the Separation, the performance chemicals segment of EID made PFOA at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”) and used PFOA as a polymerization aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites, including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey ("Chambers Works"); Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours.
At September 30, 2025 and December 31, 2024, Chemours maintained an accrual of $
Leach Settlement
In 2004, EID settled a class action captioned Leach v. DuPont, filed in West Virginia state court, alleging that approximately
The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia, kidney cancer, testicular cancer, thyroid disease, ulcerative colitis, and diagnosed high cholesterol. Under the terms of the settlement, EID is obligated to fund up to $
In addition, under the Leach settlement agreement, EID must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts and private well users. At Separation, this obligation was assigned to Chemours and is included in the accruals discussed above.
PFOA Leach Class Personal Injury
Further, under the Leach settlement, class members may pursue personal injury claims against EID only for those diseases for which the C8 Science Panel determined a probable link exists. Approximately
29
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Concurrently with the First MDL Settlement, EID and Chemours agreed to a limited sharing of potential future PFOA costs (i.e. “Indemnifiable Losses”, as defined in the Separation Agreement between EID and Chemours) for a period of
While all MDL lawsuits were dismissed or resolved through the First MDL Settlement, the First MDL Settlement did not resolve PFOA personal injury claims of plaintiffs who did not have cases or claims in the MDL or personal injury claims based on diseases first diagnosed after February 11, 2017. Approximately
The single matter not included in the Second MDL Settlement was a testicular cancer case tried in March 2020 to a verdict of $
In December 2022, the Judicial Panel on Multi-District Litigation ("JPML") declined to close the Ohio MDL. Trial was scheduled to start in September 2024 for two plaintiffs, with a second trial scheduled to start in March 2025 for two plaintiffs. Prior to the start of the first trial in September, EID and Chemours entered into an agreement in principle with counsel representing MDL plaintiffs providing for settlement for all 45 filed and pending cases in the MDL as well as 29 additional pre-suit claims, under which those cases and claims of settling plaintiffs would be resolved and the MDL closed for $
PFAS
EID and Chemours have received governmental and regulatory inquiries and have been named in other litigations, including class actions, brought by individuals, municipalities, businesses, and water districts alleging exposure to and/or contamination from PFAS, including PFOA. Many actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined EID’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 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. The Company is presently unable to predict the duration, scope, or result of any potential governmental, criminal, or civil proceeding that may result, the imposition of fines and penalties, and/or other remedies. The Company is also unable to develop a reasonable estimate of a possible loss or range of losses, if any.
Fayetteville Works, Fayetteville, North Carolina
For information regarding the Company’s ongoing litigation and environmental remediation matters at Fayetteville, refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview” within this “Note 17 – Commitments and Contingent Liabilities”.
30
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Aqueous Film Forming Foam Matters
Chemours does not manufacture or sell, and has never, manufactured nor sold aqueous film forming foam (“AFFF”). Numerous defendants, including EID and Chemours, have been named in approximately 11,100 matters, involving AFFF, which is used to extinguish hydrocarbon-based (i.e., Class B) fires and subject to U.S. military specifications. Most matters have been transferred to or filed directly into a multi-district litigation (“AFFF MDL”) in South Carolina federal court or identified by a party for transfer. The matters pending in the AFFF MDL allege damages as a result of contamination, in most cases due to migration from military installations or airports, or personal injury from exposure to AFFF. Plaintiffs seek to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the contamination. Others have claims for personal injury, property diminution, and punitive damages.
In March 2021, ten water provider cases within the AFFF MDL were approved by the court for purposes of commencing initial discovery (Tier One discovery) and in October 2021, the court approved three of these cases for additional discovery (Tier Two discovery). In September 2022, a water provider action filed by the City of Stuart, Florida was selected for the first bellwether trial. The court encouraged all parties to discuss resolution of the water provider category of cases, and in October 2022 appointed a mediator to facilitate discussions among and between the parties. Chemours, Corteva/EID and DuPont, together, entered into U.S. public water system class action settlement agreement in June 2023, as further discussed below. Prior to the public water system class action suit settlement, in May 2023, the Plaintiffs filed, and the court granted, a motion to sever all claims against Chemours and EID from the first bellwether trial for the water provider cases. There are currently approximately 900 water provider cases in the AFFF MDL, of which approximately 35 such matters that had been filed as of the Settlement Agreement have submitted opt-outs per below discussion.
For non-water provider cases in the AFFF MDL (approximately 10,200), the parties are now proceeding with discovery in certain personal injury cases, with Tier One discovery completed in June 2024. In July 2024, the parties jointly submitted to the Court a list of proposed Group A and Group B plaintiffs for purposes of staggering Tier 2 discovery. Tier 2 discovery for Group A cases was completed in December 2024 and Tier 2 discovery for Group B cases must be completed by December 19, 2025. The parties are discussing potential resolution of the personal injury category of cases and have engaged a mediator to facilitate discussions among and between the parties. Under the mutual obligations of the MOU, Chemours, Corteva/EID and DuPont, together, are engaged in these discussions, including through the mediator; however, there is no guarantee that the discussions will result in a settlement. In July 2025, the Court entered an order relating to unfiled personal injury claims and their potential to disrupt the MDL’s operations as well as the settlement discussions. In August 2025, the Court entered a case management order to address concerns regarding unfiled personal injury cases. The order vacated the first personal injury bellwether trial in the Group A cases scheduled for October 20, 2025 and its associated deadlines. The order also provided a 21-day window in which unfiled cases were to be filed as well as information plaintiffs must provide in association with their claims, such as medical records and evidence of exposure, before the end of the year. This order allows multi-plaintiff complaints to be filed, which allows for many individual plaintiffs to be consolidated in one case. Also, in August 2025, the Court entered a second case management order to address cases alleging PFAS-related injuries that have sought to avoid the AFFF MDL and/or federal jurisdiction. The order requests that these cases be transferred to the MDL for oversight and management. Since the Court entered the August 2025 case management orders, a significant number of new claims asserting personal injury have been filed or transferred to the AFFF MDL. As of September 30, 2025, the Company believes that a loss is reasonably possible but is not estimable with respect to this category of cases, including on the basis that these new cases and submitted information will be further evaluated as part of the above-referenced litigation and mediation.
Also, as of April 2025, the parties are proceeding with product identification discovery on a selection of 12 real property cases, with fact discovery set to be completed in November 2025.
In February 2025, the court issued an order seeking a process for expert reports and Daubert briefing on the general causation on liver and thyroid cancers. The Court held a “Science Day” in June 2025 to address the claimed association of these diseases with exposure to an AFFF source. Further, the Court has also established a case management process for reviewing and listing diseases claimed to be associated with exposure to an AFFF source as well a protocol for dismissing personal injury claims for unlisted diseases. Plaintiffs asserting these unlisted claims were required to dismiss their unlisted personal injury claims without prejudice by September 10, 2024 or produce medical records and expert reports on general and specific causation for the alleged disease.
There are other AFFF lawsuits pending outside the AFFF MDL that have not been designated by a party for inclusion in the MDL. These matters identifying EID and/or Chemours as a defendant are:
Valero Refining (“Valero”) has five pending state court lawsuits filed commencing in June 2019 regarding its Tennessee, Texas, Oklahoma, California, and Louisiana facilities. These lawsuits allege that several defendants that designed, manufactured, marketed, and/or sold AFFF or PFAS incorporated into AFFF have caused Valero to incur damages and costs including remediation, AFFF disposal, and replacement. Valero also alleges fraudulent transfer.
31
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In New York state court, four individuals filed a lawsuit in September 2019 against numerous defendants including Chemours. The lawsuit alleges personal injury resulting from exposure to AFFF in Long Island drinking water and violation of New York Uniform Fraudulent Conveyance Act. Plaintiffs seek compensatory and punitive damages and medical monitoring.
Since February 2023, two lawsuits have been filed in Illinois state court against numerous defendants, including EID, which also allege personal injury from occupational exposure, including from AFFF-related materials/products, and seeks compensatory damages and punitive damages. Chemours is not a named defendant in either of these lawsuits.
In Ontario, Canada, three lawsuits were filed by two parties in December 2022 against DuPont de Nemours, Inc. and another defendant, seeking contribution and indemnification, interest, and costs in connection with three underlying actions filed by property owners in Canada, and a related third-party action filed by some defendants in one of the matters. The plaintiffs in the underlying actions allege PFAS contamination of their respective properties from the use of firefighting foam. Chemours is not a named defendant in any of these matters but has agreed to defend pursuant to the MOU. These lawsuits against DuPont were noticed for discontinuance by two of the filing parties.
In September 2024, a matter was filed in New Jersey state court against EID, DuPont, Chemours and other defendants alleging personal injury due to exposure to AFFF-related PFAS in drinking water. This matter was transferred to the AFFF MDL.
In British Columbia, Canada, a civil claim was filed in the Supreme Court of British Columbia in December 2023 against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as individuals with certain diagnosed conditions after using or being exposed to AFFF containing PFAS under certain conditions and seeks compensatory and punitive damages.
Also in the British Columbia court, in June 2024, a civil claim was filed by His Majesty the King in Right of the Province of British Columbia against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as all provincial and territorial governments that have incurred expenditures relating to alleged PFAS contamination, including from AFFF, of its water resources as well as municipalities, regional districts, and other governance authorities and persons responsible for drinking water systems. The complaint seeks compensatory and punitive damages.
In July 2024, a civil claim was filed in the Superior Court of Quebec, District of Montreal, against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as all natural and legal persons in Quebec who own, operate, or supply water through a drinking water disbursement system intended for human consumption, and whose water source is located near sites where PFAS and PFAS-containing products, such as AFFF, were allegedly manufactured, used, transported, processed or sold by defendants. The claim seeks compensatory and punitive damages.
In August 2024, a claim was filed in the Manitoba Court of King's Bench (Winnipeg Centre) by the Muskoday First Nation against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as Indian Bands as defined under Canadian law. Plaintiff alleges that “any water, fish, and game they obtain from the reserve is contaminated with PFAS” by PFAS and PFAS-containing products, such as AFFF, that were allegedly manufactured, used, transported, processed, or sold by defendants near their water sources. The claim seeks compensatory and punitive damages.
In August 2024, a civil claim was filed in the Superior Court of Ontario against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as all persons in Canada who own property with a well and whose well contains PFAS. Plaintiff alleges that their well as the wells of class members were contaminated by PFAS and PFAS-containing products, such as AFFF, that were allegedly manufactured, used, transported, processed, or sold by defendants near their water sources. The claim seeks compensatory and punitive damages. In July 2025, Mead requested that the court discontinue the action against all defendants. The court has not yet acted on Mead’s request.
In September 2024, a civil claim was filed in the Supreme Court of British Columbia in Canada against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as all persons in Canada who currently own property with a well, and whose well water contains PFAS. Plaintiff alleges that their well, and the wells of class members, were contaminated by PFAS and PFAS-containing products, such as AFFF, that were allegedly manufactured, used, transported, processed, or sold by defendants near their water sources. The claim seeks compensatory and punitive damages.
In June 2025, Marathon Petroleum Company LP and Tesoro Refining & Marketing Company LCC (collectively, “Marathon”) filed suit in Washington state court against multiple defendants, including Chemours and EIDP, alleging that its refinery had been contaminated by AFFF. The complaint seeks damages and abatement. The case was removed to federal court and conditionally transferred to the AFFF MDL. In September 2025, the Western District of Washington granted Marathon’s motion to remand, finding that there was insufficient evidence to show that federal officer jurisdiction applied when Marathon provided affidavit evidence that it did not. The case will now proceed in Washington state court.
32
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In August 2025, a civil claim was filed in the Supreme Court of British Columbia in Canada by Doig River First Nation (“Doig River”) against multiple defendants, including Chemours and EIDP, seeking to certify the action as a class proceeding. The proposed class seeks to capture all bands as defined in the Indian Act or First Nations peoples with a modern treaty or land claims agreement, all Inuit land claim organizations or similar governance structures, and all settlements or communities of Metis peoples in Canada that have incurred, and will incur, in the future, damages relating to PFAS contamination of their water resources, or who owned, operated, controlled, were responsible for, or were beneficiaries of a drinking water system that has been contaminated by PFAS-containing products, including AFFF. The complaint seeks compensatory and punitive damages as well as an injunction enjoining the defendants from manufacturing, distributing, and selling PFAS-containing products in Canada.
United States Public Water System Class Action Suit Settlement and Related Opt-Outs
On June 1, 2023, Chemours, Corteva/EID, and DuPont, together, entered into a binding agreement in principle to comprehensively resolve all drinking water claims related to PFAS of a defined class of U.S. public water systems that serve the vast majority of the United States population arising out of the AFFF MDL, that was finalized by a definitive agreement on June 30, 2023 (the "Settlement Agreement"), subject to approval by the United States District Court for the District of South Carolina (the “Court”). A preliminary approval of the Settlement Agreement by the Court was granted on August 22, 2023.
Under the Settlement Agreement, Chemours, Corteva and DuPont collectively established and contributed a total of $
The class represented in the Settlement Agreement is composed of all Public Water Systems, as defined in 42 U.S.C. § 300f, with a current detection of PFAS or that are currently required to monitor for PFAS under the Environmental Protection Agency’s Fifth Unregulated Contaminant Monitoring Rule or other applicable federal or state law (the “Class”). The following systems are excluded from the settlement class: water systems owned and operated by a State or the United States government; small systems that have not detected the presence of PFAS and are not currently required to monitor for it under federal or state requirements; and water systems in the lower Cape Fear River Basin of North Carolina (which are included only if they so request). PFAS, as defined in the Settlement Agreement, includes PFOA and HFPO Dimer Acid among a broad range of fluorinated organic substances. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.
The Settlement Agreement does not resolve claims of Public Water Systems that are not included in the settlement as described above, or of Public Water Systems that requested exclusion from the Class (“opt out”) pursuant to the process established by the Court. It also does not resolve potential future claims of Public Water Systems that have not detected and do not detect any PFAS contamination, but where such contamination first occurs in the future. The Settlement Agreement also does not resolve certain claims not related to drinking water, such as certain specified separate alleged claims relating to stormwater or wastewater treatment, or other alleged types of claims such as for personal injury or for natural resource damages claimed by state attorneys general, that remain outstanding in the AFFF MDL or other courts. Matters related to claims from other public water systems, state natural resources damages and other PFAS matters are further described below.
As part of the preliminary approval of the Settlement Agreement in August 2023, notice of the Settlement Agreement has been provided to class members and such members had until November 11, 2023 to object to the settlement or December 4, 2023 to submit a request for exclusion, indicating they wish to opt-out of the settlement class. A Final Fairness Hearing on the Settlement Agreement occurred on December 14, 2023.
On January 3, 2024, the Court-appointed Notice Administrator for the settlement submitted a declaration regarding objections to the settlement and opt-outs, and on February 6, 2024, it submitted an updated report to the Court regarding its further review of the submitted opt-outs. The Notice Administrator identified that, based on his then February 2024 review as done in accordance with the Court's guidance, opt-outs had been received from approximately
33
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Chemours, Corteva and DuPont deny the allegations in the underlying litigation and reserve all legal and factual defenses against such claims if they were litigated to conclusion. On February 8, 2024, the Court issued an opinion and order granting the plaintiffs’ motion for final approval of the settlement, and on February 26, 2024, the Court entered a final order and judgment. On March 11, 2024, one public water system filed a notice of appeal from the district court’s judgment, and such appeal was dismissed in April 2024. No additional appeals were filed during the appeal period, and accordingly the court's approval is a final judgment in accordance with the Settlement Agreement. The Settling Defendants confirmed to the escrow agent in May 2024 that the Effective Date has occurred under the Settlement Agreement and Chemours no longer maintains its reversionary interest to the underlying restricted funds within the Water District Settlement Fund.
With respect to the submitted opt-outs, for those entities that have filed claims and/or lawsuit against numerous defendants, including Chemours, EID, Corteva, DuPont, either prior or subsequent to the Settlement Agreement, approximately
Other than a single opt-out matter, for which the Company is engaged in discussions with the opt-out entity and maintains an immaterial accrual, the Company has not accrued for any potential losses with respect to the opt-out population as of September 30, 2025 and December 31, 2024, as such losses are not probable or estimable. Additional future lawsuits, claims, assessments or proceedings, including for those identified in the Other Public Water Systems Matters below, could be brought or maintained either by entities that submitted opt-outs, or by entities asserting claims that are expressly excluded from the releases in the Settlement Agreement. However, it is not possible to predict the outcome of any such matter due to various reasons including, among others, legal and factual defenses against such claims including factors noted above, timing when such claims could be resolved in court, and the number of defendants in any of those claims. While management believes that it is reasonably possible that the Company could incur losses related to the matters, which could be material to the results of operations, financial position, or cash flows, the Company is unable to develop a reasonable estimate of a possible loss or range of losses, if any, at this time.
Other Public Water System Matters
In addition to the matters described in the AFFF MDL, as well as the matters described in "Litigation and Other matters related to Fayetteville” within this “Note 17 – Commitments and Contingent Liabilities”, other public water systems have filed lawsuits against Chemours, Corteva/EID, and DuPont including the following:
In New York federal court, 23 Long Island water suppliers that have filed lawsuits since August 2019 against several defendants including EID and Chemours alleging PFAS, PFOA, and perfluorooctanesulfonic acid (“PFOS”) contamination through releases from industrial and manufacturing facilities and business locations where PFAS-contaminated water was used for irrigation and sites where consumer products were disposed. Claims vary between matters but include claims of personal injury alleging various disease conditions, product liability, negligence, nuisance, trespass and fraudulent transfer. All matters are seeking compensatory and punitive damages and, in certain cases, medical monitoring, declaratory and/or injunctive relief. In January 2022, Chemours filed a third-party claim for indemnity in connection with one of the Long Island water supplier matters. One of the water suppliers filed to opt out of the Public Water System Class Action Settlement.
In New York and New Jersey federal courts, lawsuits were filed by Suez Water in December 2020 against several defendants, including EID and Chemours, alleging damages from PFAS releases into the environment, including PFOA and PFOS, that impacted water sources that the utilities use to provide water, as well as products liability, negligence, nuisance, and trespass. Defendants filed motions to dismiss the complaints in both matters. The motion was denied in the Suez Water New Jersey lawsuit in October 2021. In January 2022, the court granted defendants’ motion to dismiss in the Suez New York lawsuit without prejudice and the plaintiff filed a second amended complaint in February 2022. Following the filing of the second amended complaint in the Suez New York lawsuit, the defendants filed a motion to dismiss. In March 2023, the court granted in part defendants’ motion to dismiss the second amended complaint, dismissing all claims against Chemours with prejudice, and finding a claim for design defect could be maintained against EID. Suez filed to opt out these matters from the Public Water System Class Action Settlement. In March 2024, the stays in these matters were lifted and discovery is proceeding.
In Georgia and Alabama courts, lawsuits were filed beginning in 2017 against numerous carpet manufacturers, certain municipal defendants, and suppliers and former suppliers, including EID and Chemours. The lawsuits include a matter filed by the Water Works and Sewer Board of the Town of Centre, Alabama alleging negligence, nuisance, and trespass in the release of PFAS, including PFOA, into a river leading to the town’s water source. The Town of Centre filed to opt out of the Public Water System Class Action Settlement, and this matter was expected to proceed to trial in March 2025, but was delayed and is pending a new trial date, which is now set for January 26, 2026.
34
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Also, in Alabama, a purported class action was filed in July 2022 in Alabama federal court by the Utilities Board of Tuskegee on behalf of certain drinking water utilities against 3M, EID, Corteva and the Company alleging contamination of drinking water. The complaints allege negligence, public nuisance, private nuisance and trespass. The plaintiffs seek injunctive relief as well as compensatory and punitive damages. In April 2023, Shelby County, Alabama and Talladega County, Alabama, filed suit in Alabama state court against numerous carpet manufacturers located near Dalton Georgia, suppliers, EID, Chemours, and other defendants to be named later. The complaint alleges negligence, nuisance and trespass in the release by the carpet mills of PFAS compounds, including PFOA, into the water sources used by the Counties to provide drinking water. The Counties seek compensatory and punitive damages as well as injunctive relief to remove PFAS from the water supply and prevent alleged ongoing contamination. In May 2023, the matter was removed to federal court and later remanded to state court. In August 2023, the Water Works and Sewer Board of the City of Gadsden, Alabama also filed suit in Alabama state court against the Company, DuPont, Corteva and other suppliers to carpet mills in Dalton Georgia, as well as against various landfill and waste companies. The complaint alleges negligence, nuisance, and trespass in the release of PFAS compounds, including PFOA, reaching the town’s water source. Gadsden seeks compensatory damages as well as expenses, potential lost profits, punitive damages and injunctive release. These matters were stayed in September 2023 pending final approval of the Public Water System Class Action Settlement. Shelby County, Talladega County, City of Gadsden and the Utilities Board of Tuskegee as well as other water utilities that may be within the class, filed to opt out of the Public Water System Class Action Settlement and the matters are now proceeding. In January 2025, 3M removed each of the Shelby and Talladega Counties matters to federal court and also sought transfer to the AFFF MDL. Plaintiffs’ filed a motion to remand, which is pending. The motion to transfer to the AFFF MDL was denied in April 2025. In September 2025, the Court stayed the matter pending an appeal of remand to the Eleventh Circuit Court of Appeals filed in another matter, Pine Hill. In November 2024, the Court dismissed the Utilities Board of Tuskegee matter without prejudice. Also in November 2024, the Alabama Supreme Court accepted Defendants’ mandamus petition seeking a writ to dismiss the Gadsden case on the grounds that all injuries have been redressed and that the claims are time barred. In March 2025, the Alabama Supreme Court granted the mandamus and directed the case against DuPont and the other supplier defendants to be dismissed on failure to timely file within the statute of limitations.
In March 2024, the Municipal Utilities Board of the City of Albertville, Alabama filed suit in Alabama state court against certain defendants, including Chemours and EID. The complaint alleges negligence, nuisance, trespass and seeks compensatory damages, real property damages, as well as past and future expenses, potential lost profits, and punitive damages. The plaintiffs also seek injunctive relief. Albertville filed to opt out of the Public Water System Class Action Settlement. In September 2025, the Court dismissed the claims for private nuisance and trespass.
In April 2024, the Board of Water and Sewer Commissioners of the City of Mobile, Alabama filed suit in Alabama state court against certain defendants, including Chemours, DuPont and Corteva. The complaint alleges negligence, nuisance, trespass and wantonness through disposal of construction materials made with PFAS allegedly supplied by defendants, to the local landfill, which allegedly resulted in the release of PFAS compounds reaching the town’s water source. Mobile seeks compensatory damages as well as expenses, potential lost profits, punitive damages, and attorneys’ fees. Mobile also seeks an injunction requiring defendants to remove PFAS from the water supply. Mobile filed to opt out of the Public Water Class Action Settlement. In October 2024, the Court dismissed Plaintiff’s complaint in its entirety for failure to state a claim as well as lack of standing.
In Georgia, a lawsuit was filed by the City of Rome against numerous carpet manufacturers, certain municipal defendants, and suppliers and former suppliers, including EID and Chemours, alleging negligence, nuisance, and trespass in the release of PFAS, including PFOA, into a river leading to the town’s water source. In June 2023, Chemours, DuPont and Corteva entered into a confidential settlement with the City of Rome and its claims against these parties related to this matter have been released and the matter dismissed.
In Georgia, a putative class action was filed in 2019 on behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department against the City of Dalton, Georgia, numerous carpet manufacturers located in Dalton, Georgia, Chemours and EID, alleging negligence, nuisance and other claims related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources (“Rome ratepayer matter”). In November 2022, EID and Chemours were added as defendants in a purported class action filed on behalf of residents of Summerville, Georgia and Chattooga County, Georgia in Federal Court (“Summerville ratepayer matter”). Plaintiffs seek various statutory violations as well as negligence and nuisance and seek remedies, injunctive relief, personal injury and property damages, as well as punitive damages. These matters are pending in court. Floyd County, City of Rome and Summerville filed to opt out of the Public Water System Class Action Settlement. In September 2025, the Court denied class certification as to future damages, but granted class certification as to past damages for alleged PFAS contamination of drinking water. In December 2024, the court in the Rome ratepayer matter ruled that the putative class did not have standing to seek injunctive relief and granted summary judgment for Defendants on that count. The court has stayed rulings on the pending motions in this matter to allow the parties to mediate the remaining claims for alleged damages related to rate increases during the first half of 2025. A mediation took place in June 2025; no resolution was reached.
35
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Additionally in Georgia state court, in January 2024, certain landowners of property in Gordon County, Georgia, filed suit against the City of Calhoun, numerous carpet manufacturers operating in Calhoun, and carpet mill suppliers, including 3M, EID and Chemours. The complaint alleges that the carpet manufacturers sent PFAS-containing wastewater to the Calhoun Water Pollution Control Plant for many years. It further alleges Calhoun spread the treated sludge containing PFAS from the Calhoun Water Pollution Control Plant on plaintiffs' land until 2023. Plaintiffs allege negligence and nuisance, and seek compensatory damages, including diminution of property value, and punitive damages, as well as an injunctive order to remediate the property. Calhoun filed to opt out of the Public Water System Class Action Settlement. In May 2024, a separate lawsuit was filed in Georgia state court on behalf of multiple plaintiffs located in Calhoun, Georgia, alleging that defendants, including Chemours and EID, manufacture chemicals used in carpet manufacturing processes which have been discharged in wastewater to the Calhoun Water Pollution Control Plant. Plaintiffs allege and seek damages for PFAS contamination of their properties due to sewage sludge dumped in close proximity to their properties by Defendant City of Calhoun. The lawsuit alleges negligence, failure to warn, nuisance, wanton conduct and punitive damages, public nuisance, abatement of public nuisance, and trespass. The Defendant City of Calhoun filed cross claims against numerous carpet manufacturers, and carpet mill suppliers, including EID and Chemours in both of these actions. The cross claims allege that the carpet manufacturers and suppliers knew PFAS-containing wastewater sent to the Calhoun Water Pollution Control Plant and would not be removed by Calhoun’s treatment systems. The City of Calhoun alleges negligence, nuisance, and statutory violations. Calhoun seek compensatory and punitive damages as well as injunctive relief ordering abatement, remediation, and attorneys’ fees. Chemours and EID moved to dismiss the plaintiff's claims as well as the City of Calhoun's cross claims in the actions. In October 2024, the Court denied the motions to dismiss the plaintiffs’ claims but dismissed the City of Calhoun’s cross claims.
In July 2024, the Town of Lyerly, Georgia (“Lyerly”) filed suit in Georgia state court against multiple defendants, who are alleged to be responsible for the release of PFAS to the water supply from carpet mill operations or as suppliers to those carpet mills. The complaint alleges negligence, nuisance, trespass and regulatory violations. Lyerly seeks compensatory damages for past and future expenses as well punitive damages and attorneys’ fees. Lyerly has filed to opt out of the Public Water System Class Action Settlement.
In July 2024, the Town of Pine Hill, Alabama (“Pine Hill”) filed suit in Alabama state court against multiple defendants, including, the Company, DuPont, and Corteva, who are alleged to be responsible for the release of PFAS to the water supply through paper mill operations or as suppliers to paper mills. The complaint alleges negligence, nuisance, trespass, wantonness and punitive damages. Pine Hill seeks injunctive relief, compensatory damages for property damages, potential lost profits and past and future expense as well punitive damages and attorneys’ fees. The Town of Pine Hill has filed to opt out of the Public Water System Class Action Settlement. The case was removed to federal court but later remanded to state court. The federal court’s decision to remand is currently on appeal before the Eleventh Circuit and the state court action has been stayed.
In August 2024, the City of Irondale, Alabama (“Irondale”) filed a lawsuit in Alabama state court against multiple defendants, including Chemours. Plaintiff alleges that defendants have manufactured, supplied, and/or sold products containing PFAS that have contaminated plaintiff's water systems. Irondale disclaims any claims or causes of actions relating to AFFF and has opted out of the Public Drinking Water Settlement. The case was removed to Alabama federal court. In September 2025, the case was stayed pending Irondale’s appeal of the court’s denial of its motion to remand.
In April 2025, the Water Works Board of the City of Opelika, Alabama (“Opelika”) filed suit in Alabama state court against 3M, the Company, DuPont, Corteva, Chromalloy Gas Turbine, Contitech, Duracell, Freudenberg-Nok, Henkel, Interface, Interfaceflor, JFA LLC, Kimberly-Clark, Kleen-Tex, Milliken, M+A Matting, Mountville Mills, Specialty Fabrics & Converting, Waste Away Group, Waste Management, West Point Foundry And Machine, Westpoint Home, Westrock Packaging Systems, and Fictitious Defendants A-Z, who are alleged to have released PFAS to the water supply, but whose identities are yet unknown. The complaint alleges negligence, nuisance, trespass, and wantonness through defendants’ manufacturing, use and/or landfilling of materials made with PFAS which allegedly resulted in the release of PFAS compounds reaching the town’s water source. Opelika seeks compensatory damages for past and future damages, an injunction to abate and/or remove PFAS from Opelika’s drinking water supply, as well as punitive damages, expenses, and attorneys’ fees. In June 2025, the matter was removed to federal court. Opelika filed to opt out of the Public Water Class Action Settlement. In October 2025, the case was transferred to the AFFF MDL.
36
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In April 2025, the City of Chatsworth, Georgia sued the Company, Dupont De Nemours, EIDP, Corteva, 3M, Aladdin, Atlas Industries, Daikin, Grassroots Tufting Services, Holtzclaw Holdings, J and H Carpets, Len-Dal Carpet & Rug, Marquis Industries, Mill Creek Investments, Millennium Carpet Mills, Mohawk, Orion Carpets, Polytech Fibers, Supreme Carpet, The Dixie Group, and Fictitious Defendants A—J in Georgia state court. As carpet manufacturing users or suppliers of PFAS-containing carpet treatment chemicals, Defendants are alleged responsible for contamination of Chatsworth’s and Murray County’s drinking water supply through discharge of PFAS-containing carpet treatment chemicals into the surrounding areas. Chatsworth alleges negligence, nuisance, abatement of nuisance, trespass, Georgia statutory violations, and punitive damages against all defendants and further alleges failure to warn against the PFAS supplier defendants. Chatsworth seeks compensatory and punitive damages as well as an injunction requiring defendants to remove the PFAS from the source water supply and to prevent further PFAS contamination. Chatsworth had previously filed to opt out of the Public Water System Class Action Settlement.
In May 2025, the Utilities Board of the City of Foley, Alabama d/b/a Riviera Utilities (“Riviera”) sued the Company, Corteva, Dupont De Nemours, E.I. du Pont de Nemours, EIDP, Chemours, 3M, Daikin and Vulcan in Alabama state court alleging that the defendants permitted PFAS contaminated waste streams from metal plating and other manufacturing in the area to discharge into plaintiffs’ water supply. Riviera provides drinking water to the City of Foley and Baldwin County and owns and operates a wastewater treatment plant. Riviera claims its water treatment and wastewater treatment are incapable of removing PFAS to safe levels. Plaintiffs assert negligence nuisance, abatement of nuisance, trespass, and injunctive relief and seek compensatory and punitive damages, an injunction requiring Defendants to abate and remove PFAS, attorneys’ fees and costs. Riviera had previously filed to opt out of the Public Water System Class Action Settlement.
In June 2025, Priscilla Cronon, Sharon Eads, Sally Smalley, Harvey Long, Jean Holden, and Tim Black filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Polecat Creek watershed in Gordon County are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In June 2025, James Lyles, Helen Hill, T. Gene Edwards, Ty Edwards II, and Laura Lawson filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the South Chickamauga Creek watershed in Catoosa County are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In June 2025, Jamie Cordle, James Blackwell, Leroy Fletcher, Mark Stanley, Ross Rogers, Amanda Hunt, and Adam Seay filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Conasauga River watershed in Whitfield County are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In June 2025, the Walker County Water and Sewerage Authority and the City of Chickamauga, Georgia sued the Company, E.I. du Pont de Nemours, Dupont De Nemours, Corteva, 3M, Aladdin, Daikin, Shaw, Yates Bleachery Company and Fictitious Defendants A—J in Georgia state court. As carpet and textile manufacturing users and/or suppliers of PFAS-containing carpet and fabric treatment chemicals, Defendants are alleged responsible for contamination of Walker County’s and Chickamauga’s drinking water supply through discharge of PFAS-containing chemicals into the surrounding areas. The plaintiffs allege negligence, nuisance, abatement of nuisance, trespass, Georgia statutory violations, and punitive damages against all defendants and further alleges failure to warn against the PFAS supplier defendants. Plaintiffs seek compensatory and punitive damages, attorneys’ fees and costs, as well as damages that will require defendants to remove the PFAS from the source water supply and to prevent further PFAS contamination. Plaintiffs had each previously filed to opt out of the Public Water System Class Action Settlement.
In April 2025, a lawsuit was filed in Georgia state court on behalf of a group of plaintiffs located in Chattooga County, Georgia (“Dooley”), alleging that defendants, including Chemours, EIDP and DuPont de Nemours, used or manufactured PFAS used in textile manufacturing at Mount Vernon Mills and then discharged to the Town of Trion waste treatment plant. Plaintiffs allege PFAS contamination of their properties due to treated sewage sludge spread on their land property by Defendant Town of Trion. The lawsuit alleges negligence, nuisance, wanton conduct and punitive damages, public nuisance, abatement of public nuisance, and trespass. Plaintiffs seek compensatory and punitive damages as well as an injunction to remediate and remove PFAS from their properties. In August 2025, Plaintiff voluntarily dismissed the lawsuit. In September 2025, the lawsuit was refiled in Georgia state court in Gwinnett County, Georgia.
37
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In May 2025, the City of Peabody, Massachusetts ("Peabody") filed suit in Minnesota federal court against multiple defendants, including Chemours, relating to the alleged presence of PFAS in turnout gear. Peabody alleges claims on behalf of all proposed class members defined to be all municipalities or other governmental entities in the various states of the United States of America that have purchased fire fighter PPE. Peabody seeks compensatory damages to allow Peabody and the class members to remove and dispose of the PPE containing PFAS and purchase replacement sets that do not contain PFAS, exemplary damages, and attorney’s fees and costs.
In June 2025, Joseph Lepouski and Lisa Marie Lepouski (“Lepouski”) filed suit in Pennsylvania state court against multiple defendants, including Chemours, alleging that alleged presence of PFAS in turnout gear resulted in Mr. Lepouski developing testicular cancer. Lepouski alleges that each Defendant breached implied and express warranties of marketability through their sale of PFAS-containing turnouts, that each Defendant was negligent in their role resulting in Plaintiffs’ exposure to PFAS, that each Defendant is strictly liable for defectively designing turnouts and failing to warn Plaintiffs of the risk of PFAS, and that each Defendant’s conduct was willful and wanton. Plaintiffs seek compensatory damages for pain, suffering, emotional distress, loss of enjoyment of life, and other noneconomic damages; economic damages in the form of medical expenses, out of pocket expenses, lost earnings, and other economic damages; and punitive damages. Plaintiff has dismissed this case and is refiling in the AFFF MDL.
In July 2025, Robert Taylor (“Taylor”) filed suit in Pennsylvania state court against multiple defendants, including Chemours, alleging that alleged presence of PFAS in turnout gear resulted in Taylor developing kidney cancer. Taylor alleges that each Defendant breached implied and express warranties of marketability through their sale of PFAS containing turnouts, that each Defendant was negligent in their role resulting in Plaintiffs’ exposure to PFAS, that each Defendant is strictly liable for defectively designing turnouts and failing to warn Plaintiffs of the risk of PFAS, and that each Defendant’s conduct was willful and wanton. Taylor seeks compensatory damages for pain, suffering, emotional distress, loss of enjoyment of life, and other noneconomic damages; economic damages in the form of medical expenses, out of pocket expenses, lost earnings, and other economic damages; and punitive damages. Plaintiff has dismissed this case and is refiling in the AFFF MDL.
In July 2025, Whitney Wilkie and Thomas Holmberg filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Howell Creek watershed in Gwinnet County, Georgia are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In July 2025, Carl Loudermilk, Dennis Pharr, and Gordon Stafford filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Polecat Creek watershed in Murray County, Georgia are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In July 2025, Jerry Harrott, Bob Bartow, James Hulsey and Rodney Squires filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Salacoa Creek watershed in Gordon County, Georgia are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In July 2025, Brandon Gibson, Brett Wright, Amy Wright, David Mcgill, Shae Hager, and Stuart Mason filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Coosawattee River watershed in Murray County and/or Gordon County are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In July 2025, Dan Bramblett, Donna Falun, T.B. Construction, Inc., Tracy Burns, Bryan Lester, David Bryant, William Combs, and Lorette Hufstetler filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Conasauga River watershed in Gordon County, Georgia are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
38
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In August 2024, the Supreme Court of South Carolina vested the Honorable Grace Gilchrist Knie, a South Carolina state circuit court judge, with exclusive power to hear and dispose of all PFAS litigation cases filed in South Carolina state court and to consolidate such cases for pre-trial purposes. Since June 2024, Chemours, EID, and/or DuPont have been named in
In September 2025, Jason Crady and Nicole Crady (collectively, “Crady) filed suit in Missouri state court against multiple defendants, including DuPont de Nemours, alleging that Jason Crady was exposed to PFAS substances through products that defendants manufactured, designed, marketed, sold, supplied, or distributed, such as turn out gear. Crady seeks both compensatory and punitive damages. The case has been removed to federal court and transfer to the AFFF MDL has been requested. In post-removal filings with the Court, Crady acknowledged that he may have been exposed to AFFF.
In August 2025, Five Star Water Supply District in Alabama (“Five Star”) filed suit in Alabama state court against 3M, Daikin, Aladdin, Mohawk, Shaw, Auto Custom Carpets, Owens Plating Company, E.I. du Pont de Nemours; Dupont de Nemours, Corteva, EIDP, the Company and Fictitious Defendants A-J, who are alleged to have released PFAS to the water supply, but whose identities are yet unknown. The complaint alleges negligence, nuisance, trespass, and wantonness through defendants’ manufacturing, use and/or landfilling of materials made with PFAS which allegedly resulted in the release of PFAS compounds reaching the town’s water source. Five Star seeks compensatory damages for past and future damages, an injunction to abate and/or remove PFAS from Five Star’s drinking water supply, as well as punitive damages, expenses, and attorneys’ fees. Five Star filed to opt out of the Public Water Class Action Settlement.
In August 2025, the City of Clanton, Alabama Water Works and Sewer Board (“Clanton”) filed suit in Alabama state court against 3M, Daikin, Aladdin, Mohawk, Shaw, Auto Custom Carpets, Owens Plating Company, E.I. du Pont de Nemours; Dupont de Nemours, Corteva, EIDP, the Company and Fictitious Defendants A-J, who are alleged to have released PFAS to the water supply, but whose identities are yet unknown. The complaint alleges negligence, nuisance, trespass, and wantonness through defendants’ manufacturing, use and/or landfilling of materials made with PFAS which allegedly resulted in the release of PFAS compounds reaching the town’s water source. Clanton seeks compensatory damages for past and future damages, an injunction to abate and/or remove PFAS from Clanton’s drinking water supply, as well as punitive damages, expenses, and attorneys’ fees. Clanton filed to opt out of the Public Water Class Action Settlement
In September 2025, the Coosa Valley Water Supply District, Inc. (“Coosa Valley”) filed suit in Alabama state court against 3M, Daikin, Aladdin, Mohawk, Shaw, Auto Custom Carpets, Owens Plating, the Company, DuPont, Corteva, and certain fictitious defendants who are alleged to be responsible for the release of PFAS to its water supply through carpet, flooring, textile and metal finishing operations, or as suppliers to those operations. The complaint alleges negligence, nuisance, trespass, wantonness, and punitive damages. Coosa Valley seeks injunctive relief to abate and remove PFAS from the water supply, compensatory damages for removal and disposal of PFAS, property damages, potential lost profits and past and future expense as well punitive damages and attorneys’ fees. Coosa Valley filed to opt out of the Public Water Class Action Settlement.
In October 2025, the Lanier Family Revocable Living Trust and Michael Lanier filed suit in Georgia state court against Shaw, Aladdin, Mohawk, 3M, INV Performance Surfaces, EIDP, Corteva, and the Company alleging soil, groundwater and dust on their land in the Johns Creek watershed in Floyd County, Georgia are contaminated with PFAS supplied and/or used by defendants in nearby carpet mills. The suit claims negligence, negligence per se arising from violations of the Georgia Quality Control Act, negligent failure to warn, public nuisance, wanton conduct, and punitive damages. The plaintiffs seek compensation for past and future damages, punitive damages and attorneys’ fees and other relief the Court deems just, equitable and proper.
In October 2025, Walker County, Georgia sued 3M, Daikin, Shaw, Aladdin, Mohawk, INV Performance Surfaces, EIDP, Corteva and the Company in Georgia state court alleging PFAS contamination from disposal of carpet manufacturing wastes into its landfills. Walker County asserts Georgia statutory violations as well as common law torts, including negligence and nuisance, and seeks damages arising from PFAS contamination of its property. Walker County also seeks punitive damages, attorneys’ fees and costs.
39
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
State Natural Resource Damages Matters
In addition to the State of New Jersey actions (as detailed below), a majority of the states and certain territories of the U.S., have filed lawsuits or are investigating claims against various defendants, including EID 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 of natural resources and some include counts for fraudulent transfer. Chemours, Corteva/EID and DuPont, together under the MOU, are engaged with States and their counsel on certain of these cases. It is reasonably possible that these discussions could result in a loss, which could be material; however, at this time, the Company is unable to predict the duration, scope, or result of such discussions, and because of these uncertainties, the Company is also unable to develop a reasonable estimate of a possible loss or range of losses, if any.
In February 2018, the State of Ohio initiated litigation against EID regarding historical PFOA emissions from the Washington Works site. Chemours is an additional named defendant. Ohio alleges damage to natural resources and fraudulent transfer in the spin-off that created Chemours and seeks damages including remediation and other costs and punitive damages. On November 28, 2023, Chemours, DuPont, Corteva, and EID entered into a settlement agreement with the State of Ohio to settle claims, including environmental releases or sales of products containing PFAS or other known contaminants. Under the agreement, Chemours will pay $
On July 13, 2021, Chemours, DuPont, Corteva, and EID entered into a settlement agreement with the State of Delaware to settle such potential claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Under the agreement, in January 2022, the companies paid a total amount of $
In December 2024, the State of Texas filed a Deceptive Trade Practices action in federal court against 3M Company, EID, DuPont and Corteva alleging that the companies engaged in deceptive trade practices by failing to disclose certain health risks and environmental harm related to PFAS. The lawsuit alleges that the EID defendants’ corporate restructurings were designed to avoid liability for these actions. The suit seeks injunctive relief and civil penalties. In January 2025, the case was removed to federal court. In September 2025, the case was remanded to state court; and discovery in the matter will proceed.
40
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Other PFAS Matters
In New York courts, EID has been named in approximately
In April 2025, Elhannon Wholesale Nursery, Inc., and Donald J. Sutton filed suit in federal court in New York against Saint-Gobain, Honeywell F/K/A Allied-Signal, EIDP, and 3M alleging their real property, groundwater, soils, aquifers and tree nursery in Hoosick Falls, New York are contaminated by PFAS emissions from the nearby Saint Gobain manufacturing facility. The plaintiffs assert that as a result of the PFAS contamination, the drinking water on their property is not fit for consumption, the property is not fit for agricultural use, including as a tree nursery, and that the nursery trees are not fit for use and sale. Plaintiffs seek to hold responsible Saint Gobain and Honeywell as the owner and former owner of the facility, and 3M and EIDP, as suppliers of PFAS used at the facility. The complaint asserts counts for negligence, declaratory judgment, and injunctive relief against all defendants, strict products liability against EIDP and 3M, and nuisance, trespass and strict liability against Saint Gobain and Honeywell. The plaintiffs seek declaratory and injunctive relief compelling the defendants to remove the PFAS contamination and to provide an alternative water supply as well as compensatory and punitive damages, fees, and costs.
In New Jersey federal court, lawsuits were filed against several defendants including EID and Chemours beginning in November 2019. The lawsuits include
Since January 2025,
41
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In Ohio federal court, a putative class action ("Hardwick") was filed in October 2018 against several defendants including 3M, EID and Chemours seeking class action status for U.S. residents having a detectable level of PFAS in their blood serum. The complaint seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel”. In March 2022, the court granted in part and denied in part the plaintiff’s class certification and certified a class covering anyone subject to Ohio laws having minimal levels of PFOA plus at least one other PFAS in their blood. The court requested further briefing on whether the class should be extended to include other states that recognize the claims for relief filed in the action. The defendants, including EID and Chemours, jointly filed a petition to appeal the class certification decision and in September 2022 the petition was granted. During the fourth quarter of 2023, the Court dismissed the class action against 3M, EID, Chemours and the other defendants. In December, 2023, the plaintiff filed a petition for reconsideration and for rehearing en banc with the 6th Circuit. In January 2024, the 6th Circuit denied the request for rehearing. In March 2024, the case was dismissed. In June 2024, Hardwick refiled a putative national class action in federal court in Ohio against 3M, DuPont, and the Company. The refiled Hardwick suit seeks class status for all those in the United States who have 2 ppb or more of “C8 (PFOA and PFOS combined)” in their blood and who are subject to the laws of a state that recognizes medical monitoring. The complaint alleges negligence, battery and conspiracy and seeks equitable, declaratory, and injunctive relief including medical monitoring overseen by a court-appointed independent science panel. The complaint does not seek monetary damages or personal injury. In October 2024, defendants filed a motion to dismiss the matter.
In Delaware state court, a putative class action was filed in May 2019 against two electroplating companies, 3M and EID, and two other defendants added in an amended complaint, alleging responsibility for PFAS contamination, including PFOA and PFOS, in drinking water and the environment in the nearby community. In November 2023, a motion to amend the complaint was filed seeking to add Chemours as a defendant. 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 has been removed to federal court. In January 2025, the federal magistrate recommended that summary judgment be entered in favor of EID and two other defendants based on lack of any record connecting the PFAS contamination alleged with products sold by these defendants. In March 2025, the court accepted the magistrate’s recommendation and entered summary judgment as to EID and those other two defendants.
In South Carolina, a putative class action was filed in March 2022 in the state court against 3M, EID and the Company alleging PFAS contamination from a former textile plant located in Society Hill, South Carolina which allegedly used PFAS-containing textile treatment chemicals supplied by the defendants. The lawsuit alleges negligence, trespass, strict liability and nuisance and seeks monetary damages, including property diminution, and injunctive relief, including water treatment and remediation, as well as punitive damages. The matter has been removed to federal court. In April 2024, EID and Chemours filed a third-party complaint against Huntsman, Ciba Specialty Chemicals, Galey & Lord, Nanotex and John Does alleging indemnification and contribution. In September 2024, Huntsman filed a counterclaim against EID and Chemours alleging indemnification and contribution. In August 2024, a complaint related to the same fabric mill was filed on behalf of an individual in South Carolina state court against 3M, EID, Chemours and other companies alleging personal injuries resulting from exposure to PFAS emissions from the former textile plant. The complaint alleged negligence, strict liability, products liability counts, and fraud and seek compensatory and punitive damages and costs. In August 2024, 3M removed the matter to federal court.
In July 2023, Massachusetts Natural Fertilizer Company sent Notices of Potential Liability to Corteva, DuPont, the Company and others related to the presence of PFAS in its composting operation in Westminster, Massachusetts (the “Mass Natural Site”). The Notices demanded that the companies perform or fund clean-up response activities at the Mass Natural Site. In response, in August 2023, the Company sent a letter denying liability. In March 2025, Mass Natural, The Newark Group, Otter Farm, Inc., and Seaman Paper Company filed suit in Worcester County, Massachusetts Superior Court against Corteva, DuPont, EIDP, the Company and several other defendants alleging defendants are responsible for PFAS contamination of the Site, which operates on land owned by Otter Farms and Seaman Paper. The plaintiffs assert state superfund claims against defendants seeking compensatory damages to cover the costs of clean-up and diminution of property value, as well as fees and costs.
In April 2024, three defendants in a 2022 Massachusetts federal court putative class action alleging PFAS contamination and related in part to the Massachusetts Natural Fertilizer Company Site, The Newark Group, Seaman Paper Company and Otter Farm, Inc., filed cross claims against the Company, DuPont, Corteva, EID and other defendants, including John Doe defendants, for the sole purpose of pleading and protecting any claims for indemnity or contribution they may have against the cross claim defendants, if they are found liable in the underlying putative class action. In October 2024, the Court disallowed the cross claims which ends the matter as to the Company. In December 2024, The Newark Group moved for the court to reconsider its denial of the cross claims against the Company and others and argues that the Court misapplied the law on timeliness and proper joinder. In April 2025, the court denied the motion for reconsideration.
42
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In February 2025, a second putative class action was filed in federal court in Massachusetts, this time against EID, Dupont De Nemours, Corteva, Ball Corporation, Rust-Oleum Corporation, New England Waste Systems d/b/a Casella Organics, Synagro Technologies, New England Fertilizer Company, NEFCO, and the Company. The complaint alleges Defendants are responsible for PFAS contamination from the Massachusetts Natural Fertilizer Company Site. As to the DuPont entities, Corteva and the Company, the complaint alleges medical monitoring, negligence, and breach of warranty for failure to warn and seeks compensatory and punitive damages as well as medical monitoring and other injunctive and declaratory relief. In April 2025, an amended complaint was filed adding allegations for property damages under a state statute.
In June 2024, a lawsuit was filed in Connecticut federal court on behalf of multiple firefighter unions and individual firefighters against multiple defendants, including Chemours, EID, and DuPont De Nemours, seeking to certify the action as a class proceeding. Plaintiffs allege that defendants manufactured, sold, or supplied chemicals containing PFAS which was allegedly found in turnout gear. Plaintiffs allege strict liability, negligence, failure to warn, negligent design and manufacture, medical monitoring, and statutory punitive damages.
In September 2024, a civil claim was filed in the Supreme Court of British Columbia in Canada against multiple defendants, including Chemours, seeking to certify the action as a class proceeding. The complaint identifies the class as all resident persons or entities in Canada who purchased carpeting treated with PFAS-containing products through a retailer or distributor before January 1, 2020 and had it installed in a building still owned by such persons or entities and who have not removed the carpeting. The complaint seeks compensatory and punitive damages.
In September 2023, a civil claim was filed in Virginia state court against multiple defendants, including Chemours, alleging breach of implied warranties, breach of express warranties, negligence, gross negligence, recklessness, and willful and wanton misconduct. Plaintiff alleges that defendants manufactured, designed, marketed, sold, supplied, or distributed PFAS, PFAS-containing chemical feedstock, and PFAS-containing turnouts to firefighting training facilities and fire departments nationally, including Virginia where plaintiff’s husband was a firefighter. Plaintiff alleges that repeated and extensive exposure to PFAS resulted in her husband’s brain cancer. The complaint seeks compensatory and punitive damages. In September 2025, the case was removed to federal court and transfer to the AFFF MDL has been requested.
In April 2024, a civil claim was filed in Virginia state court against multiple defendants, including Chemours, alleging breach of implied warranties, breach of express warranties, negligence, gross negligence, recklessness, and willful and wanton misconduct. Plaintiff alleges that Defendants manufactured, designed, marketed, sold, supplied, or distributed PFAS, PFAS-containing chemical feedstock, and PFAS-containing turnouts to firefighting training facilities and fire departments nationally, including Virginia. The complaint seeks compensatory and punitive damages. Plaintiffs filed an amended complaint in March 2025, which was served on Chemours and EID in April 2025. In September 2025, the case was removed to federal court and transfer to the AFFF MDL has been requested.
In August 2024, a putative national class action was filed in federal court in Minnesota against 3M, EID and Chemours related to PFAS in carpet. Violations of the federal Racketeer Influenced and Corrupt Organizations Act ("RICO") are alleged as well as violations of over 30 state statutes, including consumer fraud, deceptive trade practices, misrepresentation, and unfair competition laws. The complaint also includes product liability and nuisance claims. EID and Chemours filed a motion to dismiss; the basis for dismissal of the civil RICO claims include lack of standing, failure to allege and enterprise, lack of proximate cause, failure to allege racketeering activity and that the State’s claims are unsubstantiated. In September 2025, the Court granted the motion to dismiss without prejudice; plaintiffs had until October 30, 2025 to appeal the ruling or file an amended complaint; no such filing was made by the deadline.
In November 2024, Aladdin Manufacturing Corporation, Mohawk Industries, Inc. and Mohawk Carpet, LLC (hereinafter “Mohawk”), which are carpet manufacturers with operations in Georgia, sued carpet treatment chemical suppliers 3M, EID, Daikin and the Company in Georgia state court alleging fraud, misrepresentation, contractual and common law indemnity, negligence, nuisance, punitive damages and other claims related to future and past PFAS liabilities and attorney’s fees incurred by Mohawk. Mohawk alleges concealment and misrepresentation by the suppliers related to PFAS and the carpet treatment chemicals supplied. Mohawk further claims that it has been named as a defendant in at least
43
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In December 2024, the City of Dalton, Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners, d/b/a Dalton Utilities (hereinafter “Dalton”) sued 3M, EID, Daikin, INV Performance Surfaces, Aladdin Manufacturing, Shaw Industries, unnamed DOES and the Company in federal court in Georgia. Dalton has received and treated waste from carpet and flooring manufacturers since the 1970s and alleges that Defendants have caused long-running contamination of Dalton’s wastewater treatment operations through the sale, use and disposal of PFAS. Dalton’s operations include Riverbend Land Application System (“LAS”) where treated wastewater is land-applied, as well as three wastewater treatment plants (collectively, the “POTW”). Dalton alleges that the Defendants sold and used PFAS-containing carpet treatment chemicals while knowing the PFAS would not be removed by the POTW. Dalton further alleges that Defendants did not provide disclosures or warnings to Dalton or the public. CERCLA (as defined below) is asserted as the basis for cost recovery and for a declaration of Defendants’ joint and several liability for past and future response costs by the POTW and abatement of PFAS. Dalton also alleges negligence, nuisance, trespass, strict liability and violations of various state statutes and seeks compensatory and punitive damages and attorneys’ fees and costs. In April 2025, Dalton filed an amended complaint.
In December 2024, Murray County, Georgia sued 3M, Daikin, Invista, Shaw, Aladdin, Mohawk, INV Performance Surfaces, EID, Corteva and the Company in Georgia state court alleging PFAS contamination from disposal of carpet manufacturing wastes into its landfills. Murray County asserts Georgia statutory violations as well as common law torts, including negligence and nuisance, and seeks damages arising from PFAS contamination of its property. Murray County also seeks punitive damages, attorneys’ fees and costs.
In January 2025, Catoosa County, Georgia sued 3M, Daikin, Shaw, Aladdin, Mohawk, and EID in Georgia state court alleging PFAS related to carpet manufacturing was manufactured, used, and discharged by Defendants and exists at dangerous levels in its landfill, and in its surface water, leachate, groundwater, and methane gas. Catoosa County asserts Georgia statutory violations as well as common law torts, including negligence and nuisance, and seeks past and future compensatory and statutory damages for remediation, abatement, interference with use and enjoyment of property, and diminished property values. Catoosa County also seeks punitive damages, attorneys’ fees, and costs.
In January 2025, James and Pamela Stephens filed a lawsuit in Georgia state court against the City of Calhoun, 3M, INV Performance Surfaces, Daikin, Arrowstar, Aladdin, Mohawk, Shaw, Milliken, Mannington Mills, Dixie Group, Marquis Industries, EID and the Company. Plaintiffs assert that PFAS-containing waste from defendant carpet manufacturers and suppliers was sent to Calhoun’s treatment facility and Calhoun disposed of its post treatment sludge on nearby and adjacent property which resulted in PFAS contamination to their historic home, property, creek and drinking water. Plaintiffs’ assertions include negligence, nuisance, and trespass, and they seek compensatory and punitive damages as well as abatement, removal of PFAS from their property, attorneys’ fees and costs.
In January 2025, Gordon County, Georgia sued 3M, Daikin, Shaw, Aladdin, Mohawk, INV Performance Surfaces, Corteva, EID and the Company in Georgia state court alleging PFAS related to carpet manufacturing was manufactured, used, and discharged by Defendants and exists at dangerous levels in its landfill, and in its storm water runoff, leachate, groundwater, and methane gas. Gordon County asserts Georgia statutory violations as well as common law torts, including negligence and nuisance, and seeks past and future compensatory and statutory damages for remediation, abatement, interference with use and enjoyment of property, and diminished property values. Gordon County also seeks punitive damages, attorneys’ fees, and costs.
In January 2025, 1001 Newark Ave. Associates, LLC filed a lawsuit in New Jersey federal court against General Spray Drying Services, Inc., Fabvan Sales Company (d/b/a Geral Spray Drying), EID, DuPont de Nemours, Corteva, Chemours and other defendants related to alleged contamination at a property in Elizabeth, NJ. The complaint alleges that General Spray’s processing operations resulted in discharges of other defendants’ PFAS and that these compounds have contaminated underlying soil and groundwater. The Complaint is brought under CERCLA and the New Jersey Spill Compensation and Control Act and seeks, inter alia, recovery of costs for the investigation and remediation of PFAS at the property and declaratory judgments relating thereto. In April 2025, the Company and other defendants filed a motion to dismiss. In April 2025, two defendants also filed cross-claims against EIDP, DuPont de Nemours, Corteva and Chemours. In October 2025, the Court granted the defendants’ Motion to Dismiss without prejudice. Plaintiffs have
In February 2025, the Mayor and Aldermen of the City of Savannah, Georgia (“Savannah”) filed suit in Georgia state court against multiple defendants, including the Company, DuPont, Corteva, and EID, alleging that all caused or contributed to PFAS in Plaintiffs’ water supply that is used to produce drinking water. The complaint alleges negligence, nuisance, trespass, abatement of nuisance, failure to warn, statutory violations, and punitive damages. Savannah also seeks compensatory damages as well as attorneys’ fees, costs and punitive damages. Savannah also seeks a court order requiring defendants to abate and remove PFAS from the water supply. Savannah opted out of the Public Water System Class Action Settlement. In March 2025, the matter was removed to federal court and sought transfer to the AFFF MDL.
44
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In January 2025, a civil claim was filed in Virginia state court against multiple defendants, including Chemours, by Johnny Oscar Moretz (“Moretz”) alleging breach of implied warranties, breach of express warranties, negligence, gross negligence, recklessness, and willful and wanton misconduct. Chemours and EID have not yet been served in this matter. Moretz alleges that the defendants manufactured, designed, marketed, sold, supplied, or distributed PFAS, PFAS-containing chemical feedstock, and PFAS-containing turnouts to firefighting training facilities and fire departments nationally, including Virginia. The complaint seeks compensatory and punitive damages. In September 2025, the case was removed to federal court and transfer to the AFFF MDL has been requested.
In April 2025, a civil claim was filed in Virginia state court against multiple defendants, including Chemours, by multiple plaintiffs alleging breach of implied warranties, breach of express warranties, negligence, gross negligence, recklessness, and willful and wanton misconduct. Plaintiffs allege that Defendants manufactured, designed, marketed, sold, supplied, or distributed PFAS, PFAS-containing chemical feedstock, and PFAS-containing turnouts to firefighting training facilities and fire departments nationally, including Virginia. The complaint seeks compensatory and punitive damages. In September 2025, the case was removed to federal court and transfer to the AFFF MDL has been requested.
In April 2025, the City and County of Butte-Silver Bow, Montana filed suit in Montana federal court against multiple defendants, including Chemours, relating to the alleged presence of PFAS in turnout gear. The complaint alleges violations of the federal Racketeer Influenced and Corrupt Organizations Act (RICO) as well as over 80 statutory and common law claims, including consumer fraud, deceptive trade practices, and unfair competition laws. The complaint also includes product liability claims.
In July 2024, a civil claim was filed in Virginia state court against multiple defendants, including Chemours by Jonathan Clarke (“Clarke”), alleging that plaintiff was exposed to PFAS substances through products that defendants manufactured, designed, marketed, sold, supplied, or distributed, such as turn out gear and AFFF. Clarke seeks both compensatory and punitive damages. In April 2025, Clarke amended their complaint and removed allegations relating to AFFF. Chemours was served in June 2025. In September 2025, the case was removed to federal court and transfer to the AFFF MDL has been requested.
In April 2025, Coosa River Basin Initiative, Raymond J. Perkins, Jr., and J. Perkins Farms, LLC filed suit against 3M, EID, Corteva, Dupont De Nemours, Inv Performance Surfaces, Daikin, Shaw, Aladdin, Mohawk, the City of Dalton, and the Company in federal court in Georgia alleging the Defendants caused PFAS contamination of the Dalton Land Application System thereby causing downstream PFAS contamination as well as damage to the plaintiffs property. The plaintiffs assert negligence, nuisance, abatement and punitive damages counts as well as various additional counts against certain other defendants, including federal and state violations. The plaintiffs seek injunctive and declaratory relief as well as any other relief the court deems just, proper and equitable.
In March 2025, a lawsuit was filed against EID, Corteva, DuPont and other defendants in Philadelphia County Court of Common Pleas on behalf of seven former major league baseball players. Plaintiffs allege that their injuries, including brain, testicular or thyroid cancer, were caused by exposure to PFAS via AstroTurf at Veterans Stadium. The lawsuit demands compensatory and punitive damages. In September 2025, the case was removed to federal court.
In the Netherlands, Chemours, along with DuPont and Corteva, received a civil summons filed before the Court of Rotterdam by four municipalities (Dordrecht, Papendrecht, Sliedrecht and Molenlanden) seeking liability declarations relating to the Dordrecht site’s operations and emissions. Chemours reviewed the summons and filed a statement of defense during the fourth quarter of 2021, and in September 2022 the court entered an interlocutory judgment denying in part certain aspects of such statement of defense. A hearing on the merits of the municipalities’ claims took place in March 2023. On September 27, 2023, the court entered a second interlocutory judgment, ruling, inter alia, that defendants were liable to the municipalities for (i) PFOA emissions during a certain time period and (ii) removal costs if deposited emissions on the municipalities land infringes their property rights by an objective standard. Any damages will be decided in a separate, subsequent proceeding. Chemours is in discussions with the municipalities to identify actions that may resolve their and other community concerns, including providing technical and financial support for activities. An initial estimate of this liability was included in Accrued Litigation at December 31, 2023 and was reclassified to Accrued Environmental Remediation as of December 31, 2024 based on the remediation plan to be implemented as part of the letter of intent ("LOI") described below.
45
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In June 2024 the Company and the Municipalities signed a LOI that includes the implementation of a specific remediation plan for the restoration of restricted vegetable gardens in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions, including a fund to cover certain other expenditures aimed at environmental-related activities. The LOI contemplates the possibility of settling the court dispute, although still subject to further discussions which are ongoing with the municipalities and there is no guarantee that these discussions will result in a settlement. Settlement discussions are complex and often involve potential amounts, scope and terms, which can be monetary and non-monetary. The Company does not consider these ongoing settlement discussions, including any amounts with respect to a potential fund that the municipalities put forward as part of such negotiations, to be indicative of the merits or potential outcome of any court proceeding with respect to the underlying claim. As such, as of September 30, 2025, the Company has not accrued for any amounts related to the fund mentioned above. Although the Company believes a loss is probable and could be material, it is not estimable at this time due to various reasons including, among others, that such discussions are in their early stages and have significant issues to be resolved.
Further, in the Netherlands, in September 2023, a Dutch criminal defense lawyer announced a criminal complaint with the support of a few thousand citizens against Chemours and its current and former directors for alleged unlawful emissions of PFOA and GenX in Dordrecht. This claim has been filed with the Office of the Public Prosecutor, which is proceeding with the investigation.
In May 2020, the Company was notified of an alleged criminal offense related to the Netherlands’ Environmental Management Act and the Working Conditions Decree, regarding the use of PFOA during the pre-spin time period of
In addition to the above matters, the Company may engage in discussions or dispute resolutions with various parties regarding other claims, including third-party indemnity claims, and potential resolutions of such matters. In the three and nine months ended September 30, 2025, the Company recorded an immaterial amount related to one or more of these matters.
New Jersey Department of Environmental Protection Directives and Litigation
In March 2019, NJ DEP issued two Directives and filed
The lawsuits filed in New Jersey state courts by NJ DEP are: (i) in Salem County, against EID, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, the Water Pollution Control Act (“WPCA”), the Industrial Site Recovery Act (“ISRA”), and common law regarding past and present operations at Chambers Works, a site assigned to Chemours at Separation; (ii) in Middlesex County, against EID, DuPont SP USA, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, ISRA, WPCA, and common law regarding past and present operations at Parlin, an EID owned site; (iii) in Gloucester County, against EID and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Repauno, a non-operating remediation site assigned to Chemours at Separation which has been sold; and, (iv) in Passaic County, against EID and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Pompton Lakes, a non-operating remediation site assigned to Chemours at Separation. 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, and DuPont. For the Salem County matter, NJ DEP added claims relating to failure to comply with state directives, including the state-wide PFAS Directive.
46
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The matters were removed to federal court and consolidated for case management and pretrial purposes. In December 2021, the federal court entered a consolidated order granting, in part, and denying, in part, a motion to dismiss or strike parts of the Second Amended Complaints. In January 2022, NJ DEP filed a motion for a preliminary injunction requiring EID and Chemours to establish a remediation funding source (“RFS”) in the amount of $
The Chambers Works matter trial began on May 19, 2025. The court has proceeded through a series of “mini-trials”, focused on: Third Amended Complaint Spill Act (Count 1) (liability) and Brownfield and Contaminated Site Remediation Act (Count 4) against defendants EID; Spill Act (Count 1)(liability) and Brownfield and Contaminated Site Remediation Act (Count 4) against defendant Chemours; Water Pollution Act (Count 2)(liability) against defendants EID and Chemours; Fraudulent transfer (actual and constructive)(Counts 13-16) against all defendants); Industrial Site Recovery Act (Count 3)(against all defendants except Chemours); the CRACO defense; and the Government contractor defense. As of June 9, 2025, the Court had progressed through the Spill Act and Brownfield and Contaminated Site Remediation Act mini-trials, the Water Pollution Control Act mini-trial, the CRACO defense mini-trial, and the Government Contractor defense mini-trial. Post-trial briefing related to those mini trials concluded in July 2025. On July 1, 2025, the Court postponed the rest of the mini-trials pending further order of the Court.
In June 2024, Carneys Point Township filed a motion to intervene in such matter seeking to bring counterclaims against both the State of New Jersey and defendants, including Chemours, related to natural resource damages, RFS, ISRA penalties, off-site remediation and lost property taxes. In November 2024, Carneys Point Township’s motion to intervene was denied and it is proceeding separately in its 2016 state court matter. In April 2025, the defendants’ appeal was ordered for consideration on the merits and is pending before the NJ Superior Court.
On February 28, 2025, NJ DEP sent to Chemours a letter indicating that the agency had placed the Chambers Works facility under discretionary direct oversight status, applicable to both Chemours and EID. The letter included requirements similar to those at issue in the ongoing litigation, including establishing a RFS and paying all NJ DEP oversight costs. Defendants raised this matter with the Court and sought withdrawal of the February 2025 letter by NJ DEP. While NJ DEP recognized that the letter’s requirements are currently stayed, it has not withdrawn the letter. Chemours and EID have appealed the February 2025 letter in the New Jersey Superior Court, which has been dismissed without prejudice pending the Chambers Works matter trial. The Company expects this matter to be resolved in connection with the New Jersey settlement described further below.
EID requested that Chemours defend and indemnify it in these matters. Chemours has accepted the indemnity and defense of EID while reserving rights and declining EID’s demand as to matters involving other EID entities, as well as ISRA and fraudulent transfer, subject to the terms of the MOU.
In the course of mediation related to these matters, Chemours, Chemours FC LLC, Corteva, EID, DuPont and DuPont Specialty Products (collectively, “the NJ Settling Companies”) agreed to a recommended settlement agreement in principle with NJ DEP and other State of New Jersey offices, including the Attorney General (collectively, the “State of New Jersey”), to comprehensively resolve these matters. In August 2025, the NJ Settling Companies and the State of New Jersey agreed to and announced a proposed JCO on terms consistent with the recommended settlement agreement. The JCO has been submitted for public notice and comment and is subject to Court approval following that period. A hearing on the JCO is set for January 2026. The settlement provides that the Company does not admit any liability or wrongdoing and does not waive any defenses. The settlement will resolve all statewide claims by the State of New Jersey pending against the NJ Settling Companies related to PFAS, including claims not related to operating sites and from the use of AFFF. The settlement will also resolve legacy contamination claims related to NJ Settling Companies' four current and former operating sites in the NJ lawsuits (Chambers Works, Parlin, Pompton Lakes and Repauno) in the State of New Jersey, including claims for natural resource damages from the sites.
47
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Under the JCO, the Companies will make scheduled annual settlement payments totaling $
PFOA and PFAS Summary
With the exception of the individual matters specifically noted otherwise above, management believes that it is reasonably possible that the Company could incur losses related to PFOA and/or PFAS matters in excess of amounts accrued, but any such losses, which could be material to results of operations, financial position, or cash flows are not estimable at this time due to various reasons, including, among others, that some matters are in their early stages and that there are significant factual issues to be resolved.
U.S. Smelter and Lead Refinery, Inc.
There are five lawsuits currently pending in Indiana federal court, including a putative class action, by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. Several of the lawsuits allege that Chemours is now responsible for EID environmental liabilities. The lawsuits include allegations for personal injury damages, property diminution, and other damages. At Separation, EID assigned Chemours its former plant site, which is located south of the residential portion of the Superfund area, and its responsibility for the environmental remediation at the Superfund site. Management believes a loss, which could be material, 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.
48
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Securities Related Litigation and Requests for Information Arising From Audit Committee Internal Review, and Related Indemnification Agreements
The Audit Committee, with the assistance of independent counsel, conducted an internal review in the first quarter of 2024 arising from a report made to the Chemours Ethics Hotline, and its findings include that the Company’s then CEO, CFO and Controller violated the Chemours Code of Ethics for those positions. Chemours is cooperating with requests for information from the SEC and the United States Attorney’s Office for the Southern District of New York concerning the results of the Audit Committee Internal Review and the Company’s SEC filings and in June 2024 received a subpoena from the SEC. In March 2024, two putative class actions were filed in Delaware federal court against the Company and former officers of the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The complaints allege claims on behalf of proposed classes of purchasers of Chemours stock beginning February 10, 2023 and ending February 28, 2024 and seek compensatory damages and fees. In September 2024, an Amended Complaint was filed, and the Company and former officers filed a motion to dismiss the Amended Complaint in October 2024. In April 2024, June 2024, July 2024, August 2024 and October 2024, the Company received seven stockholder demands for inspection of books and records under Section 220 of the General Corporation Law of the State of Delaware and the common law (“Section 220 Demand”), including in its purpose the investigation of possible wrongdoing, mismanagement or breach of fiduciary duties by the Board of Directors and/or senior management in connection with the compensation of executive officers and oversight over the Company’s accounting practices. In June 2025, the Company received a demand letter from one of these stockholders requesting that the Board investigate allegations that the Company made false and misleading disclosures regarding its financial condition and controls. The Board considered the demand letter and deferred any further investigation during the pendency of the other ongoing litigation and investigations as described herein.
In April 2025, two stockholder derivative actions were filed in Delaware state court against the Company, former officers of the Company, and past and current members of the Board. The complaints allege, inter alia, claims of breach of fiduciary duty and unjust enrichment. Pursuant to court order, these actions have been consolidated and stayed pending the earlier of the date that: (i) the Delaware district court action is dismissed with prejudice and all appeals therefrom are exhausted; or (ii) any defendant in the Delaware district court action files an answer to the operative complaint in that action. A third stockholder derivative action was filed in June 2025 in Delaware state court against the Company, former officers of the Company and past and present members of the Board. The third action has been consolidated with the other stockholder derivative actions and stayed. In addition, the Company is aware of additional efforts by private law firms to solicit clients in regard to potential securities class action or derivative litigation. Management believes that it is not possible at this time to reasonably assess the outcome of these matters or to estimate the loss or range of loss, if any, as the matters are in their early stages with significant issues to be resolved, including, for certain matters, whether a claim will be made.
The Company has indemnification and expense advancement obligations pursuant to its bylaws and indemnification agreements with respect to certain current and former members of senior management and the Company’s directors. In connection with the Audit Committee Internal Review, and above litigation matters, the Company has received requests from former members of senior management under such indemnification agreements and its bylaws to provide advances of funds for legal fees and other expenses and expects additional requests in connection with the investigation and any future related litigation. The Company incurred less than $
49
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Environmental Overview
Chemours, due to the terms of the Separation-related agreements with EID, is subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before it spun-off Chemours. Much of this liability results from the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”, often referred to as “Superfund”), the Resource Conservation and Recovery Act, and similar federal, state, local, and foreign laws. These laws may require Chemours to undertake certain investigative, remediation, and restoration activities at sites where ownership was transferred to Chemours under the Separation-related agreements or at sites where EID-generated waste was disposed before the 2015 separation. The accrual also includes estimated costs related to a number of sites identified for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.
Chemours accrues for remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. Estimated liabilities are determined based on existing remediation laws and technologies and the Company’s planned remedial responses, which are derived from 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. The Company, from time to time, may engage third parties to assist in obtaining and/or evaluating relevant data and assumptions when estimating its remediation liabilities. These liabilities are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available. Environmental liabilities and expenditures include claims for matters that are liabilities of EID and its subsidiaries, which Chemours may be required to indemnify pursuant to the Separation-related agreements. When the aggregate amount of the liability, or component, and the amount and timing of cash payments for the liability, or component, are fixed or reliably determinable, the amounts are discounted using the risk-free rate. If the amount or timing are not fixed or reliably determinable, the accrued liabilities are undiscounted. In any case, the liabilities 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 Company’s environmental remediation liabilities at September 30, 2025 and December 31, 2024 for the five sites that are deemed the most significant during the periods presented, together with the aggregate liabilities for all other sites.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Chambers Works, Deepwater, New Jersey |
|
$ |
|
|
$ |
|
||
Dordrecht Works, Netherlands |
|
|
|
|
|
|
||
Fayetteville Works, Fayetteville, North Carolina (1) |
|
|
|
|
|
|
||
Pompton Lakes, New Jersey |
|
|
|
|
|
|
||
Washington Works, West Virginia |
|
|
|
|
|
|
||
All other sites |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Current environmental remediation |
|
$ |
|
|
$ |
|
||
Long-term environmental remediation |
|
|
|
|
|
|
||
Total environmental remediation |
|
$ |
|
|
$ |
|
||
50
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Typically, the timeframe for a site to go through all phases of remediation (investigation and active clean-up) may take about
In October 2021, EPA released its PFAS Strategic Roadmap, identifying a comprehensive approach to addressing PFAS. The PFAS Strategic Roadmap sets timelines by which EPA planned to take specific actions through 2024, including establishing a national primary drinking water regulation for PFOA and PFOS and taking Effluent Limitations Guidelines actions to regulate PFAS discharges from industrial categories among other actions. As provided under its roadmap, EPA also released its National PFAS Testing Strategy, under which the agency will identify and select certain PFAS compounds for which it will require manufacturers to conduct testing pursuant to the Toxic Substances Control Act (“TSCA”) section 4. Chemours has received various test orders and has formed consortia to jointly manage compliance with the test order requirements. Chemours expects to receive future test orders, however the timing of the remaining test orders is not determinable at this time. The timing of the draft Effluent Limitations Guidelines for PFAS manufacturers as announced in the PFAS Strategic Roadmap is uncertain. In April 2025, EPA outlined actions that it will be taking to address PFAS across its program offices, including with respect to the implementation of the TSCA testing strategy and developing Effluent Limitations Guidelines ("ELGs").
Also in October 2021, EPA published a final toxicity assessment for GenX compounds that decreased the draft reference dose for GenX compounds based on EPA’s review of new studies and analyses. On March 18, 2022, Chemours filed a petition to EPA requesting to withdraw and correct its toxicity assessment for GenX compounds, which was denied by EPA on June 14, 2022. The next day, on June 15, 2022, EPA released health advisories for four PFAS, including interim updated lifetime drinking water health advisories for PFOA and PFOS, and final health advisories for GenX compounds, including hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid”), and another PFAS compound (PFBS). On July 13, 2022, the Company filed a Petition for Review of the GenX compounds health advisory, and the Third Circuit held argument on the petition in January 2024. In July 2024, the Third Circuit dismissed the Company’s petition for lack of subject matter jurisdiction, finding the health advisory was not a final agency action.
In March 2023, EPA proposed a national primary drinking water regulation ("NPDWR") to establish Maximum Contaminant Levels ("MCLs") for six PFAS, with PFOA and PFOS having MCLs as individual compounds (each proposed as 4 parts per trillion ("ppt")) and four other PFAS compounds, including HFPO Dimer Acid, having a hazard index approach limit on any mixture containing one or more of the compounds. The proposed PFAS NPDWR was subject to public comment until May 30, 2023, and on April 10, 2024 EPA issued its final rule, which included promulgating individual MCLs for PFOA and PFOS at 4ppt and individual MCLs for PFHxS, PFNA and HFPO Dimer Acid at 10ppt. In addition, EPA finalized a hazard index of 1 (unitless) as the MCL for any mixture of PFHxS, PFNA, HFPO Dimer Acid and PFBS. The final rule became effective 60 days from publication in the Federal Register and the compliance date for public water systems in the U.S. to meet the MCLs is five years from the publication date. In June 2024, Chemours, as well as other organizations including the American Water Works Association and the American Chemistry Council, filed petitions for review of the final rule in the U.S. Court of Appeals for the D.C. Circuit. The appeal had been held in abeyance since February 2025 to allow EPA to review the underlying rule. In May 2025, EPA announced that it intends to retain the MCLs for PFOS and PFOA, with rulemaking for additional time for compliance, and to rescind the other MCLs and hazard index. In July 2025, EPA moved for the court to take the appeal out of abeyance in order for parties to complete briefing. Also in April 2024, EPA issued a final rule designating PFOA and PFOS as hazardous substances under CERCLA, which has also been challenged in the same appeals court. On September 11, 2025, EPA moved for partial vacatur of the regulation, requesting vacatur of its determination to regulate three individual compounds, including HFPO-DA, and mixtures of those compounds and another through a “hazard index”. EPA did not seek vacatur of the portions of the regulation governing PFOA and PFOS. Further briefing was ordered by the court, however this matter is now being held in abeyance due to the government shutdown. EPA has moved to hold this appeal also in abeyance to allow review of the underlying rule and, as such, abeyance continues into August 2025. Depending on the ultimate outcome of EPA’s actions, the Company's estimated environmental remediation liabilities and accrued litigation could increase to meet any new drinking water standards, which could have a material adverse effect on the Company's results of operations, financial condition, and cash flows.
51
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
As further discussed in the Other PFAS Matters section above, the Company and the municipalities of Dordrecht, Papendrecht, Sliedrecht and Molenlanden signed an LOI that includes the implementation of a specific remediation plan for the restoration of restricted vegetables in certain areas of those municipalities to be funded by Chemours, sampling and developing a program to address the Merwelanden recreational lake, and further settlement discussions. In the fourth quarter of 2024, the Company received comments from the Municipality of Dordrecht and the Province of South Holland on a Plan of Action for Vegetable Gardens ("Plan of Action") in the municipalities and approval for the pilot stage of the plan. The Plan of Action provides for replacement of soil impacted with PFOA above certain levels to remove RIVM documented consumption restriction as well as providing for alternative irrigation water, if necessary, as determined by PFOA levels. Accruals related to the Plan of Action of $
In December 2024, DCMR indicated an intention to impose a conditional fine of up to €
The environmental remediation liabilities and accrued litigation, as applicable, recorded for Fayetteville, Washington Works, Parkersburg, West Virginia, Dordrecht Works, Netherlands and Chambers Works, Deepwater, New Jersey as of September 30, 2025 are based upon the existing Consent Orders, agreements and/or voluntary commitments with EPA, state and other local regulators and depending on the ultimate outcome of EPA’s actions, could require adjustment to meet any new drinking water standards. It is reasonably possible that additional costs could be incurred in connection with EPA’s actions, however, the Company cannot estimate the potential impact or additional cost at this time, due in part to the uncertainties of challenges to them, the, regulatory implementation site by site, where applicable, the current condition and the additional sampling required to determine the level of contamination at the site, possible method(s) of remediation that may be required, and determination of other potential responsible parties. Refer to “Fayetteville Works, Fayetteville, North Carolina” below for further detail on the impact of EPA’s final drinking water health advisory for GenX compounds, including HFPO Dimer Acid.
In addition to the scheduled annual settlement payments pursuant to the New Jersey settlement described more fully in the Litigation section above, the settlement also obligates the NJ Settling Companies to continue to undertake remediation at the four sites (notably Chambers Works and, Pompton Lakes, as well as Repauno and Parlin), which will be determined in accordance with applicable law. As part of the settlement, the NJ Settling Companies have agreed to a process to review and establish the RFS for each of the four sites (in the form of surety bond, or similar financial instrument) to ensure available funds for future remediation at the sites, including using a binding third-party licensed site remediation professionals ("LSRP") review if the parties cannot agree. The Company is the primary responsible party at Chambers Works, Pompton Lakes and Repauno.
In connection with the New Jersey settlement negotiations, in the second quarter of 2025, the Company recorded a $
52
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The Company has reserved for environmental remediation liabilities based on existing remediation laws and technologies and the Company’s planned remedial responses, which are derived from environmental studies, sampling, testing, and analyses. The New Jersey settlement outlines a range of potential RFS for the sites. For the sites for which the Company is the primary responsible party, the RFS ranges total from $
Chemours incurred expenses of $
Fayetteville Works, Fayetteville, North Carolina
Fayetteville has been in operation since the 1970s and is located next to the Cape Fear River southeast of the City of Fayetteville, North Carolina. HFPO Dimer Acid is manufactured at Fayetteville. The Company has operated the site since its Separation from EID in 2015.
While the Company believes that discharges from Fayetteville to the Cape Fear River, on-site surface water, groundwater, and air emissions have not 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 including EPA.
Consent Order with North Carolina Department of Environmental Quality (“NC DEQ”)
In February 2019, the North Carolina Superior Court for Bladen County approved a Consent Order (“CO”) between NC DEQ, Cape Fear River Watch ("CFRW"), and the Company, resolving the State’s and CFRW’s lawsuits and other matters (including Notices of Violation (“NOVs”) issued by the State). Under the terms of the CO, Chemours paid $
In August 2020, NC DEQ, CFRW, and the Company reached agreement on the terms of an addendum to the CO (the “Addendum”), which includes procedures for implementing specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River. The Addendum also includes stipulated financial penalties, inclusive of daily and weekly fines for untimeliness in meeting deadlines for construction, installation and other requirements, as well as intermittent performance-based fines for noncompliance in meeting PFAS loading reduction requirements and removal efficiency targets. In October 2020, the Addendum was approved by the North Carolina Superior Court for Bladen County.
53
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
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, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
On-site remediation |
|
$ |
|
|
$ |
|
||
Off-site groundwater remediation |
|
|
|
|
|
|
||
Total Fayetteville environmental remediation |
|
$ |
|
|
$ |
|
||
The following table sets forth the current and long-term components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville at September 30, 2025 and December 31, 2024.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Current environmental remediation |
|
$ |
|
|
$ |
|
||
Long-term environmental remediation |
|
|
|
|
|
|
||
Total Fayetteville environmental remediation |
|
$ |
|
|
$ |
|
||
Off-site replacement drinking water supplies
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 for GenX above the state provisional health goal of 140 ppt, or any applicable health advisory, whichever is lower, may be eligible for public water or a whole building filtration system. NC DEQ provided notice that the June 2022 release of the final health advisory for GenX compounds by EPA constituted an applicable health advisory for determining eligibility for public water or whole house filtration system. Additionally, under the CO, qualifying surrounding properties with private drinking water wells that have tested above 10 ppt for 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 qualifying 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. In September 2021, the Company entered into an agreement with Bladen County, North Carolina to fund public water system upgrades and connections associated with providing permanent replacement drinking water supplies under the CO.
Further, in addition to the surrounding counties, in November 2021, NC DEQ sent a notice to Chemours regarding PFAS contamination from the Cape Fear River of groundwater monitoring wells and water supply wells in New Hanover County and potentially three other downstream counties based on new sampling data by NC DEQ and its determination of Chemours’ obligations for such contamination. NC DEQ directed Chemours to submit for its review and approval a comprehensive groundwater contamination assessment in such counties, as well as an updated drinking water program to provide for sampling under the CO in such counties. In 2022, the Company submitted an interim drinking water plan and a separate assessment framework plan, which were subsequently updated and resubmitted, based on comments received from NC DEQ. In 2023, NC DEQ provided additional comments identifying additional actions regarding the groundwater assessment as well as the drinking water program, which the Company responded to.
The Company’s estimated liability for off-site replacement drinking water supplies is based on management’s assessment of the current facts and circumstances for this matter, including comments received from NC DEQ, which are subject to various assumptions that include, but are not limited to, the number of affected surrounding properties, response rates to the Company’s offer, the timing of expiration of offers made to the property owners, the type of water treatment systems selected (i.e., public water, whole building filtration, or RO units), the cost of the selected water treatment systems, and any related OM&M requirements, fines and penalties, and other charges contemplated by the CO. For off-site drinking water supplies, OM&M is accrued for
54
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
At September 30, 2025 and December 31, 2024, the Company had $
The estimated liability was based on certain assumptions, which management believes are reasonable under the circumstances and include, but are not limited to, implementation of the soil and groundwater assessment, the source and cause of PFAS contamination for the four downstream counties, the estimated number of properties at which sampling is conducted and whether such property will qualify for an alternative drinking water supply, other potentially responsible parties and the method of long-term alternative water supply, if any. Further, management’s estimate of the ultimate liability for this matter is dependent upon NC DEQ approval of the proposed plans in response to various NC DEQ letters, obtaining additional information, implementation of EPA’s health advisories, additional feasibility and investigation work that has not yet been scoped or performed, and the estimated additional future cost of OM&M. The ultimate resolution of the matters could have a material adverse effect on the Company’s financial position, results of operations and cash flow.
On-site surface water and groundwater remediation
Abatement and remediation measures already taken by Chemours, including the capture and disposal of its operations process wastewater and other interim actions, have addressed and abated nearly all PFAS discharges from the Company’s continuing operations at Fayetteville. However, the Company continues to have active dialogue with NC DEQ and other stakeholders regarding the potential incremental remedies that are both economically and technologically feasible to achieve the CO and Addendum objectives related to the impact of site surface water and groundwater contamination from historical operations, during and subsequent to the optimization period of the groundwater treatment system and following installation of the barrier wall.
In 2019, the Company completed and submitted its Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and its 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 groundwater and surface waters at the site, in accordance with the requirements of the CO and the North Carolina groundwater standards, and built upon the previous submissions to NC DEQ. The NC DEQ received comments on the CAP during a public comment period, and the Company is awaiting formal response to the CAP from NC DEQ. With respect to the CO, the Addendum was approved by the North Carolina Superior Court for Bladen County in October 2020 and establishes the procedure to implement specified remedial measures for reducing PFAS loadings from Fayetteville to the Cape Fear River, including construction of a barrier wall with a groundwater extraction system, which was completed in June 2023, followed by an engineers certification confirming that the barrier wall was constructed and documented to be in conformance with the approved design.
Based on the CO, the Addendum, the CAP, and management’s plans, which are based on current regulations and technology, the Company has accrued $
The Company’s estimated liability for the remediation activities that are probable and estimable is based on the CO, the Addendum, the CAP, and management’s assessment of the current facts and circumstances, which is subject to various assumptions including the transport pathways (being pathways by which PFAS reaches the Cape Fear River) that will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, the estimated cost of such potential remedies and treatment systems, any related OM&M requirements, and other charges contemplated by the CO and the Addendum.
55
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The Company accrued
It is possible that issues relating to site discharges in various transport pathways, the selection of remediation alternatives to achieve PFAS loading reductions, or the operating effectiveness of the TO could result in further litigation and/or regulatory demands with regards to Fayetteville, including potential permit modifications or penalties under the CO and the Addendum. It is also possible that, as additional data is collected on the transport pathways and dialogue continues with NC DEQ and other stakeholders, the type or extent of remediation actions required to achieve the objectives committed to in the CO may change (increase or decrease) or remediation activities could be delayed. If such issues arise, or if the CO is further amended, an additional loss is reasonably possible, but not estimable at this time.
Litigation and Other matters related to Fayetteville
In February 2019, the Company received an NOV from EPA, alleging certain TSCA violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. For this NOV, the Company responded to EPA in March 2019, asserting that the Company has not violated environmental laws. The Company continues to progress in discussion with EPA regarding PFAS-related allegations at its sites, including the February 2019 NOV, and management believes a loss is reasonably possible, but not estimable at this time.
Beginning in 2017, civil actions have been filed against EID and Chemours in North Carolina courts relating to discharges from Fayetteville. These actions include a consolidated action brought by four public water suppliers seeking damages and injunctive relief, a consolidated purported class action seeking medical monitoring, and property damage and/or other monetary and injunctive relief on behalf of the putative classes of property owners and residents in areas near or that draw drinking water from the Cape Fear River, and
In addition to natural resource damages matter filed by the State of North Carolina (as discussed within the “PFAS” section of this “Note 17 – Commitments and Contingent Liabilities”), in September 2020,
In March 2022, a lawsuit was filed on behalf of an individual residing near the Fayetteville site against Chemours, EID and other defendants alleging negligence, nuisance and other claims related to the discharges from the Fayetteville site. The individual seeks compensatory property damages, punitive damages and medical monitoring. The lawsuit also alleges fraudulent transfer against EID and other EID entities, but not against Chemours.
Also, in March 2022, Cumberland County, North Carolina filed suit in state court against Chemours, EID and other defendants related to discharges from the Fayetteville site alleging negligence, nuisance, trespass and fraudulent transfer. The lawsuit seeks damages as well as injunctive and equitable relief. In April 2024, the plaintiff filed a voluntary dismissal of the fraudulent transfer counts. In January 2025, the court informed the parties that trial will be scheduled for September 29, 2025. In July 2025, the trial court took the trial off the schedule for unforeseen circumstances and a further hearing is scheduled in August 2025. Following the hearing, the Court informed the parties that it will grant summary judgment on liability for nuisance and trespass, leaving the issue of damages, if any, for trial. Defendants will seek appeal of this ruling.
56
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In December 2022, Aqua North Carolina, Inc. filed suit in North Carolina state court alleging EID, DuPont, DowDuPont, Inc and the Company are responsible for polyfluorinated chemical contamination of the Cape Fear River, groundwater and other water sources used by Aqua North Carolina across the state to serve its water customers. The complaint was later amended to add EIDP and Corteva and to drop DowDuPont and EID. The complaint alleges product liability, negligence, trespass, deceptive trade practices, unjust enrichment and fraudulent transfer. Plaintiff seeks equitable relief as well as compensatory and punitive damages. In February 2023, the matter was removed to federal court. In July 2024, the court dismissed the claims for products liability, deceptive trade practices and public nuisance.
As of September 30, 2025, lawsuits were filed in the Eastern District of North Carolina on behalf of 59 individuals residing near Fayetteville against Chemours, EID, Corteva and DuPont alleging personal injury, property damages and deceptive trade practices related to the discharges from Fayetteville. The individuals seek compensatory damages, equitable relief, attorney fees and punitive damages. In December 2023 and January 2024, amended complaints were filed in each case dropping fraudulent transfer claims. In September 2024, the court dismissed claims for deceptive trade practices, public nuisance, negligence per se and trespass to chattels.
It is possible that additional litigation may be filed against the Company and/or EID concerning the Fayetteville discharges. It is not possible at this point to predict the timing, course, or outcome of all governmental and regulatory inquiries and notices and litigation related to Fayetteville, and it is reasonably possible that these matters could have a material adverse effect on the Company’s financial position, results of operations, and cash flows. In addition, local communities, organizations, and federal and state regulatory agencies have raised questions concerning HFPO Dimer Acid and other perfluorinated and polyfluorinated compounds at certain other manufacturing sites operated by the Company. It is possible that additional developments similar to those described above and centering on Fayetteville could arise in other locations.
Other Environmental and Environmental-Related Matters
On October 31, 2024, the Company received a request from the Dutch ILT agency to amend the Company's F-gas reporting for certain years to reflect hydrofluorocarbons ("HFCs") produced and consumed or destroyed at the Dordrecht Works facility. In November 2024, the Company made minor amendments to its F-gas reporting for the above years and consulted with the Dutch ILT agency and EU Commission to address the Dutch ILT's assertion that certain compounds are subject to the F-gas quota system. In February 2025, the Company received an intention for the ILT to collect a penalty of €
In June 2025 the European Commission also sent a compliance letter asserting that, based upon its 2024 reporting year submission, a quota exceedance occurred making it subject to a reduced quota allocation in the future and penalties.
In addition, in the ordinary course of business, the Company may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including environmental remediation and other potential costs related to divested assets and businesses, and issue guarantees of third-party obligations. The Company accrues for these matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.
In connection with the sale of the Mining Solutions business, the Company provided a limited indemnification with respect to environmental liabilities that may arise from activities prior to the closing date. Such indemnification would not exceed approximately $
57
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
In December 2024, the West Virginia Rivers Coalition filed a complaint under the Clean Water Act in West Virginia federal court alleging past and ongoing exceedances of certain effluent discharge limits, including those for PFOA and HFPO Dimer Acid, under the NPDES permit held by the Chemours Washington Works facility. The complaint alleges CWA violations since December 2019 and seeks civil penalties of less than $
Note 18. Stock-based Compensation
The Company’s total stock-based compensation expense amounted to $
Stock Options
On March 3, 2025, Chemours granted approximately
The following table sets forth the assumptions used at the grant date to determine the fair value of the Company’s stock option awards granted during the nine months ended September 30, 2025.
|
|
Nine Months Ended September 30, 2025 |
|
|
Risk-free interest rate |
|
|
% |
|
Expected term (years) |
|
|
|
|
Volatility |
|
|
% |
|
Dividend yield |
|
|
% |
|
Fair value per stock option |
|
$ |
|
|
The Company recorded $
Restricted Stock Units
During the nine months ended September 30, 2025, Chemours granted approximately
The Company recorded $
58
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Performance Share Units
On March 3, 2025, Chemours granted approximately
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 a 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 conditions are satisfied.
The Company recorded less than $
Performance Stock Options
On March 3, 2025, the Company granted approximately
The following table sets forth the assumptions used at the grant date to determine the fair value of the Company’s performance stock option awards granted during the nine months ended September 30, 2025.
|
|
Nine Months Ended September 30, 2025 |
|
|
Risk-free interest rate |
|
|
% |
|
Expected term (years) |
|
|
|
|
Volatility |
|
|
% |
|
Dividend yield |
|
|
% |
|
Fair value per performance stock option (1) |
|
$ |
|
|
The Company recorded $
59
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
Note 19. Accumulated Other Comprehensive Loss
The following table sets forth the changes and after-tax balances of the Company’s accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024.
|
|
Net Investment Hedge |
|
|
Cash Flow Hedge |
|
|
Cumulative Translation Adjustment |
|
|
Defined Benefit Plans |
|
|
Total |
|
|||||
Balance at January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||
Other comprehensive (loss) income |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at January 1, 2024 |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive (loss) income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Note 20. Financial Instruments
Objectives and Strategies for Holding Financial Instruments
In the ordinary course of business, Chemours enters into contractual arrangements to reduce its exposure to foreign currency risks. The Company has established a financial risk management program, which includes distinct risk management instruments: (i) foreign currency forward contracts, which are used to minimize the volatility in the Company’s earnings related to foreign exchange gains and losses resulting from remeasuring its monetary assets and liabilities that are denominated in non-functional currencies; (ii) foreign currency forward contracts, which are used to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of the Company’s international subsidiaries that use the euro as their functional currency; (iii) interest rate swaps, which are used to mitigate the volatility in the Company’s cash payments for interest due to fluctuations in variable interest rates, as is applicable to the portion of the Company’s senior secured term loan facility denominated in U.S. dollars; and, (iv) euro-denominated debt and cross-currency swaps, both of which are used 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 for certain of its international subsidiaries that use the euro as their functional currency. The Company’s financial risk management program reflects varying levels of exposure coverage and time horizons based on an assessment of risk. The program operates within Chemours’ financial risk management policies and guidelines, and the Company does not enter into derivative financial instruments for trading or speculative purposes.
Net Monetary Assets and Liabilities Hedge – Foreign Currency Forward Contracts
At September 30, 2025, the Company had
Cash Flow Hedge – Foreign Currency Forward Contracts
At September 30, 2025, the Company had
60
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The Company expects to reclassify approximately $
Cash Flow Hedge – Interest Rate Swaps
At September 30, 2025 and December 31, 2024, the Company had
The Company expects to reclassify approximately $
Net Investment Hedge – Foreign Currency Borrowings
The Company recognized a pre-tax gain of $
Net Investment Hedge – Cross-Currency Swaps
The Company recognized a pre-tax gain of $
Fair Value of Derivative Instruments
The following table sets forth the fair value of the Company’s derivative assets and liabilities at September 30, 2025 and December 31, 2024.
|
|
|
|
Fair Value Using Level 2 Inputs |
|
|||||
|
|
Balance Sheet Location |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Asset derivatives: |
|
|
|
|
|
|
|
|
||
Foreign currency forward contracts |
|
Accounts and notes receivable, net (Note 7) |
|
$ |
— |
|
|
$ |
|
|
Foreign currency forward contracts |
|
Accounts and notes receivable, net (Note 7) |
|
|
— |
|
|
|
|
|
Cross-currency swap designated as a net investment hedge |
|
Accounts and notes receivable, net (Note 7) |
|
|
— |
|
|
|
|
|
Total asset derivatives |
|
|
|
$ |
— |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||
Liability derivatives: |
|
|
|
|
|
|
|
|
||
Foreign currency forward contracts |
|
Other accrued liabilities (Note 14) |
|
$ |
— |
|
|
$ |
|
|
Foreign currency forward contracts |
|
Other accrued liabilities (Note 14) |
|
|
|
|
|
— |
|
|
Interest rate swaps |
|
Other accrued liabilities (Note 14) |
|
|
|
|
|
|
||
Cross-currency swap designated as a net investment hedge |
|
Other accrued liabilities (Note 14) |
|
|
|
|
|
— |
|
|
Total liability derivatives |
|
|
|
$ |
|
|
$ |
|
||
61
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The Company’s foreign currency forward contracts are classified as Level 2 financial instruments within the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data, and are subjected to tolerance and/or quality checks.
Summary of Financial Instruments
The following table sets forth the pre-tax changes in fair value of the Company’s financial instruments for the three and nine months ended September 30, 2025 and 2024.
|
|
Gain (Loss) Recognized In |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
Other |
|
||||
|
|
Cost of |
|
|
Interest |
|
|
Other Income |
|
|
Comprehensive |
|
||||
Three Months Ended September 30, |
|
Goods Sold |
|
|
Expense, Net |
|
|
(Expense), Net |
|
|
Loss |
|
||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts not designated as a hedging instrument |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
Foreign currency forward contracts designated as a cash flow hedge |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
Interest rate swaps designated as a cash flow hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Euro-denominated debt designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Cross-currency swap designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts not designated as a hedging instrument |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Foreign currency forward contracts designated as a cash flow hedge |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Interest rate swaps designated as a cash flow hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Euro-denominated debt designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
62
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
|
|
Gain (Loss) Recognized In |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
||||
|
|
|
|
|
|
|
|
|
|
|
Other |
|
||||
|
|
Cost of |
|
|
Interest |
|
|
Other Income |
|
|
Comprehensive |
|
||||
Nine Months Ended September 30, |
|
Goods Sold |
|
|
Expense, Net |
|
|
(Expense), Net |
|
|
Loss |
|
||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts not designated as a hedging instrument |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
Foreign currency forward contracts designated as a cash flow hedge |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Interest rate swaps designated as a cash flow hedge |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Euro-denominated debt designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Cross-currency swap designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts not designated as a hedging instrument |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
Foreign currency forward contracts designated as a cash flow hedge |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Interest rate swaps designated as a cash flow hedge |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Euro-denominated debt designated as a net investment hedge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Note 21. Long-term Employee Benefits
Chemours sponsors defined benefit pension plans for certain of its employees in various jurisdictions outside of the U.S. The Company’s net periodic pension cost is based on estimated values and the use of assumptions about the discount rate, expected return on plan assets, and the rate of future compensation increases received by its employees.
The following table sets forth the Company’s net periodic pension cost and amounts recognized in other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Expected return on plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of actuarial loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service gain |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Settlement gain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net periodic pension income (cost) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net gain (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Amortization of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service gain |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Recognition of settlement gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of foreign exchange rates |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Benefit (cost) recognized in other comprehensive income |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total changes in plan assets and benefit obligations recognized in other comprehensive income |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
63
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The Company received a net cash refund of $
Note 22. Supplemental Cash Flow Information
The following table provides a reconciliation of cash and cash equivalents, as reported on the Company’s consolidated balance sheets, to cash, cash equivalents, restricted cash and restricted cash equivalents, as reported on the Company’s consolidated statements of cash flows.
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash and restricted cash equivalents (1) |
|
|
|
|
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents |
|
$ |
|
|
$ |
|
||
Note
Chemours operates through its
The Company's Chief Operating Decision Maker ("CODM"), which is the Company's President and , is regularly provided adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") which is the primary measure of segment profitability, by segment and on a consolidated basis.
64
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
The following tables set forth certain summary financial information for the Company’s reportable segments for the periods presented.
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|||
Segment information from Interim Consolidated Statements of Operations: |
|
|
|
|
|
|
|
|
||||
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
||||
Net sales to external customers (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Segment cost of goods sold |
|
|
|
|
|
|
|
|
|
|||
Segment selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|||
Segment research and development expense |
|
|
|
|
|
|
|
|
|
|||
Add back: Depreciation and amortization (2) |
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of affiliates |
|
|
|
|
|
— |
|
|
|
|
||
Other segment items (3) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
||||
Net sales to external customers (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Segment cost of goods sold |
|
|
|
|
|
|
|
|
|
|||
Segment selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|||
Segment research and development expense |
|
|
|
|
|
|
|
|
|
|||
Add back: Depreciation and amortization (2) |
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of affiliates |
|
|
|
|
|
— |
|
|
|
|
||
Other segment items (3) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Segment information from Interim Consolidated Balance Sheets: |
|
|
|
|
|
|
|
|
||||
September 30, 2025 |
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Investments in affiliates |
|
|
|
|
|
— |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Segment information from Interim Consolidated Statements of Cash Flow: |
|
|
|
|
|
|
|
|
||||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|||
65
The Chemours Company
Notes to the Interim Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
|
|
Thermal & Specialized Solutions |
|
|
Titanium Technologies |
|
|
Advanced Performance Materials |
|
|||
Segment information from Interim Consolidated Statements of Operations: |
|
|
|
|
|
|
|
|
||||
Three Months Ended September 30, 2024 |
|
|
|
|
|
|
|
|
||||
Net sales to external customers (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Segment cost of goods sold |
|
|
|
|
|
|
|
|
|
|||
Segment selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|||
Segment research and development expense |
|
|
|
|
|
|
|
|
|
|||
Add back: Depreciation and amortization (2) |
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of affiliates |
|
|
|
|
|
— |
|
|
|
|
||
Other segment items (3) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||