Chemours Co
For the period ended Dec 31, 2024. Filed Feb 18, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 18, 2025
CC$12.750.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-27.
0000950170-24-037171
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-18.
0000950170-25-021787
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 234 previous paragraphs and 246 current paragraphs.
132 unchanged; 71 reworded; 41 added; 30 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 20 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (41)
Current report
Senior Unsecured Notes Due January 2033
Current report
In November 2024, we issued a $600 million aggregate principal amount of 8.000% senior unsecured notes due January 2033 (the "2033 Notes"). We received proceeds of $591 million, net of underwriting fees and other expenses of $9 million, which are deferred and amortized to interest expense over the term of the 2033 Notes. The net proceeds from the 2033 Notes were used in part to purchase or redeem, as applicable, the euro-denominated 4.000% senior notes of €441 due May 2026.
Current report
Further, concurrently with the offering of the 2033 Notes, we entered into a cross-currency swap to effectively convert the $600 million of the 2033 Notes into a euro-denominated borrowing of €567 million at prevailing euro interest rates, effectively converting the 8.000 USD rate to a fixed Euro rate of 6.160%. The cross-currency swap matures on January 15, 2030.
Current report
Senior Secured Credit Facilities Due August 2028
Current report
In November and December 2024, we completed the first and second amendments to the Credit Agreement, which repriced our Tranche B-3 U.S. Dollar-denominated and Euro-denominated Term Loans, respectively, under its senior secured term loan facility due in August 2028. The First Amendment reduces the applicable margin in respect of our senior secured U.S. dollar-denominated term loan facility from, at our election, adjusted Term SOFR + 3.50% to adjusted Term SOFR + 3.00%, or adjusted base rate plus 2.50% to adjusted base rate plus 2.00%. The Second Amendment reduces the applicable margin in respect of our Euro-denominated term loan facility from adjusted EURIBOR + 4.00% to adjusted EURIBOR + 3.25%. There are no changes to the maturity of the Tranche B-3 U.S. dollar term loan or the Tranche B-3 Euro term loan following these repricing activities, and all other terms are substantially unchanged.
Current report
Our net sales decreased by $296 million (or 5%) to $5.8 billion for the year ended December 31, 2024, compared with net sales of $6.1 billion for the same period in 2023. The decrease in our net sales for the year ended December 31, 2024 was primarily attributable to a decrease in price of 4%. Price declined across all of our reportable segments. Portfolio change driven by the sale of our Glycolic Acid business in 2023 added a 1% headwind to our net sales.
Current report
Our restructuring, asset-related, and other charges decreased by $93 million (or 61%) to $60 million for the year ended December 31, 2024, compared with $153 million for the same period in 2023.
Current report
For the year ended December 31, 2024, our restructuring, asset-related, and other charges were primarily attributable to $27 million of non-cash asset-related charges, $20 million of employee separation charges and $3 million of other charges related to the 2024 Restructuring Program initialed in the third quarter of 2024. In addition, for the year ended December 31, 2024, charges included $11 million of decommissioning and other charges related to the Titanium Technologies Transformation Plan.
Current report
Goodwill Impairment Charge
Current report
In the third quarter of 2024, we concluded a triggering event was present for our Advanced Performance Materials reporting unit and associated goodwill. As a result of the quantitative goodwill impairment analysis performed, we concluded the carrying amount of the Advanced Performance Materials reporting unit exceeded its fair value. As a result of this analysis, we recognized a goodwill impairment charge of $56 million related to the Advanced Performance Materials reporting unit for the year ended December 31, 2024. For the year ended December 31, 2023, there was no goodwill impairment charge. Refer to "Critical Accounting Policies and Estimates within this Item 7– Management's Discussion and Analysis of Financial Condition and Results of Operations as well as "Note 15 – Goodwill and Other Intangible Assets, Net" to the Consolidated Financial Statements in this Annual Report on Form 10-K for further details.
Current report
Loss on Extinguishment of Debt
Current report
The $41 million provision for income taxes for the year ended December 31, 2024 was primarily attributable to our geographic mix of earnings, a $10 million income tax expense associated with the filing of the US Tax return partially offset by a $7 million income tax benefit for the generation of U.S. research and development tax credits and by $9 million of income tax benefit related to the 2024 Restructuring Program. The impact of the enactment of the Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (“Pillar Two”) is included in our provision for the year ended December 31, 2024; however, the impact is not material.
Current report
Our Thermal & Specialized Solutions segment’s net sales decreased by $21 million (or 1%) to $1.8 billion for the year ended December 31, 2024, compared with segment net sales of $1.9 billion for the same period in 2023. The decrease in segment net sales for the year ended December 31, 2024 was primarily attributable to a decrease in price of 3%, partially offset by an increase in volume of 2%. The decrease in price was primarily related to softer Freon TMRefrigerant portfolio pricing due to elevated hydrofluorocarbon ("HFC") market inventory levels, The decrease in price was primarily offset by stronger Opteon TM Refrigerants portfolio pricing. The increase in volume was primarily attributable to higher demand within the Opteon TM Refrigerants portfolio as a result of continued stationary and automotive end-market adoption, partially offset by declines in the Freon TMRefrigerant portfolio in connection with the step downs under the AIM Act and EU F-Gas regulation. Currency was flat for the year ended December 31, 2024 when compared to the prior year.
Current report
Segment Adjusted EBITDA decreased by $109 million (or 16%) to $576 million and Segment Adjusted EBITDA margin decreased by approximately 600 basis points to 31% for the year ended December 31, 2024, compared with Segment Adjusted EBITDA of $685 million and Segment Adjusted EBITDA margin of 37% for the same period in 2023. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the year ended December 31, 2024 were primarily attributable to the aforementioned decrease in price related to the Freon TM Refrigerants portfolio, increased costs related to near-term quota allowances, lower fixed cost absorption, higher input costs associated with purchasing non-Corpus based low GWP refrigerant, and decreases in volumes within the Freon TM Refrigerants portfolio, partially offset by higher demand within the Opteon TM Refrigerants portfolio as a result of continued stationary and automotive end-market adoption.
Current report
Our Titanium Technologies segment’s net sales decreased by $108 million (or 4%) to $2.6 billion for the year ended December 31, 2024, compared with segment net sales of $2.7 billion for the same period in 2023. The decrease in segment net sales for the year ended December 31, 2024 was primarily attributable to a 5% price decrease, partially offset by a 1% volume increase despite unplanned downtime at our Altamira, Mexico manufacturing site due to extreme drought in the region.
Current report
Segment Adjusted EBITDA increased by $22 million (or 8%) to $312 million and Segment Adjusted EBITDA margin increased by approximately 100 basis points to 12% for the year ended December 31, 2024, compared with Segment Adjusted EBITDA of $290 million and Segment Adjusted EBITDA margin of 11% for the same period in 2023. The increases in Adjusted EBITDA and Segment Adjusted EBITDA margin were primarily driven by cost savings realized from the Titanium Technologies Transformation Plan, partially offset by the aforementioned decrease in price and the unplanned weather-related downtime at our Altamira, Mexico manufacturing site as mentioned above. The downtime resulted in a negative cost impact of $26 million across the second and third quarters of 2024, after which there were no further cost impacts.
Current report
Corporate expenses increased by $43 million (or 20%) to $255 million for the year ended December 31, 2024, compared with Corporate expenses of $212 million for the year ended December 31, 2023. The increase in Corporate expenses for the year ended December 31, 2024 was primarily attributable to costs associated with addressing material weaknesses in internal controls over financial reporting and the implementation of recommendations stemming from the Audit Committee Internal Review in 2024, along with an increase in certain legacy-related legal expenses (net of applicable MOU benefit).
Current report
These working capital timing actions favorably impacted operating cash flows in the fourth quarters of 2023 and 2022 and had correspondingly adverse impacts on operating cash flows in the first quarters of 2024 and 2023. In the year ended December 31, 2024, we incurred a net $633 million usage of cash in operating activities, which included accounts and notes receivable and accounts payable uses of cash of $152 million and $9 million, respectively, as well as the release of $592 million of cash and cash equivalents that were deposited in the qualified settlement fund per the terms of the U.S. public water system settlement agreement following Final Judgment, as defined in the U.S. public water system settlement agreement. In the year ended December 31, 2023, cash provided by operating activities was $556 million, which included accounts and notes receivable and accounts payable uses of cash of $10 million and $72 million, respectively. Refer below and to the "Cash Flows" section for further details of the changes in operating cash flows in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Current report
In November 2024, we issued $600 million aggregate principal amount of 8.000% senior unsecured notes due January 2033 (the "2033 Notes"). The net proceeds of the Offering were used to redeem all of our outstanding euro-denominated 4.000% Senior Notes due 2026, which was approximately €441 million (USD $463 million), plus accrued and unpaid interest to, but excluding, the date of redemption, and the remainder of the net proceeds for general corporate purposes.
Current report
In November and December 2024, we completed the first and second amendments to the Credit Agreement, which repriced our Tranche B-3 U.S. Dollar-denominated and Euro-denominated Term Loans, respectively, under its senior secured term loan facility due in August 2028. The First Amendment reduces the applicable margin in respect of our senior secured U.S. dollar-denominated term loan facility from, at our election, adjusted Term SOFR + 3.50% to adjusted Term SOFR + 3.00%, or adjusted base rate plus 2.50% to adjusted base rate plus 2.00%. The Second Amendment reduces the applicable margin in respect of our Euro-denominated term loan facility from adjusted EURIBOR + 4.00% to adjusted EURIBOR + 3.25%. There are no changes to the maturity of the Tranche B-3 U.S. dollar term loan or the Tranche B-3 Euro term loan following these repricing activities, and all other terms are substantially unchanged.
Current report
Further, concurrently with the offering of the senior unsecured notes due January 2033, we entered into a cross-currency swap to effectively convert the $600 million of the senior unsecured notes due January 2033 into a euro-denominated borrowing of €567 million at prevailing euro interest rates. The cross-currency swap matures on January 15, 2030. The cross-currency swap executed on the 2033 notes effectively converts our 8.000% USD rate to a fixed Euro rate of 6.160%.
Current report
Thereby, as a result of the recent debt activity as mentioned above, the anticipated annual interest expense is expected to increase approximately $10 million. For further details, see “Note 20 – Debt” to the Consolidated Financial Statements.
Current report
During 2024, we have begun taking actions aimed at improving near-term liquidity through targeted spending control measures. We have also focused on improving working capital through agreeing with vendors on longer standard accounts payable payment terms. We expect these measures will have a positive impact on operating cash flow and working capital levels during 2025.
Current report
We used $36 million in cash flows from our financing activities during the year ended December 31, 2024. Our financing cash outflows were primarily attributable to $148 million of cash dividends, partially offset by $116 million of net proceeds received, following the repayment of the 2026 Euro Notes, in connection with the issuance of the 8.000% senior unsecured notes due January 2033, as further discussed in “Note 20 – Debt” to the Consolidated Financial Statements.
Current report
Our inventories increased by $120 million (or 9%) to $1.5 billion at December 31, 2024, compared with inventories of $1.4 billion at December 31, 2023. The increase in our inventories at December 31, 2024 was primarily attributable to higher inventories within our Titanium Technologies business in line with seasonal demand patterns and higher inventories within our Thermal & Specialized Solutions business in advance of plant maintenance activity in the fourth quarter of 2024.
Current report
At December 31, 2023, other accrued liabilities includes $592 million for the United States Public Water System Settlement. Refer to "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statementsin this Annual Report on Form 10-K for further details.
Current report
Our other accrued liabilities decreased by $665 million (or 63%) to $393 million at December 31, 2024, compared with other accrued liabilities of $1.1 billion at December 31, 2023. The decrease in our other accrued liabilities at December 31, 2024 was primarily attributable to the derecognition of the accrued liabilities related to the U.S. public water system settlement agreement following Final Judgment, as defined in the U.S. public water system settlement agreement. This matter is further discussed in "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statementsin this Annual Report on Form 10-K.
Current report
During the third quarter of 2024, we reviewed recently released third-party industry projections, which for hydrogen now reflect 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-market recovery and competitive intensity, we have revised our financial projections for the Advanced Performance Materials business which includes reductions to its investment plans, including putting our previously announced capacity expansion for Nafion TM ion exchange materials at our Villers St. Paul, France facility on long-term hold until the market conditions improve and require further polymer capacity expansion. We concluded that these market developments, as well as our revised financial projections to reflect these events, represented a triggering event for our 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, we completed an interim impairment assessment as of August 31, 2024 for its Advanced Performance Materials reporting unit and the related asset group. We concluded that the undiscounted cash flows exceeded the carrying value of the long-lived assets, and that an impairment did not exist.
Current report
Notwithstanding the results of our trigger-based interim impairment assessment during the third quarter of 2024, further negative market developments, notably as it relates to the hydrogen market or future strategic decisions involving a particular group of assets, may trigger an assessment of the recoverability of the related assets and such an assessment could result in future impairment losses.
Current report
As described further in "Note 15 – Goodwill and Other Intangible Assets, Net" to the Consolidated Financial Statements, we concluded that a triggering event was present for our Advanced Performance Materials reporting unit during the third quarter of 2024. As a result of the interim quantitative goodwill impairment analysis performed, we 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 $56 million, which is recorded within “Goodwill impairment charge” on the Consolidated Statements of Operations for the year ended December 31, 2024. After this impairment charge, as of December 31, 2024, goodwill for the Advanced Performance Materials reporting unit was $0 million.
Current report
Litigation
Current report
As of December 31, 2024, environmental remediation at Dordrecht Works primarily relates to the remediation plan to be implemented as part of the letter of intent described further within “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements. An initial estimate of this liability was included in Accrued Litigation at December 31, 2023 and reclassified to Accrued Environmental Remediation at December 31, 2024.
Current report
USS Lead, East Chicago, Indiana: Although USS Lead, East Chicago, Indiana has a $0 balance as of December 31, 2024, we continue to include this remediation site in the table above due to the accrued environmental remediation liabilities associated with it as of December 31, 2023 for comparable purposes.
Current report
Dordrecht Works, Dordrecht, Netherlands
Current report
The Dordrecht Works complex is located on the southern shore of River Beneden Merwede about 3 kilometers northeast of the city Dordrecht, Netherlands. The facility encompasses 136 acres purchased by EID in 1959. The site is located in a mixed commercial and industrial area with residential communities to the south and north across the river. Site operations began in the early 1960’s and included nylon, filaments, and engineering polymers. Fluoropolymer manufacturing began in 1967. In July 2015, upon separation from EID, we became owner of the Dordrecht Works complex.
Current report
The site has implemented a number of environmental investigations at the request of local (Netherlands) regulatory agencies. In the early 1980’s, the first major environmental assessment of soil and groundwater at the site was conducted. In 1984, a sitewide groundwater containment system was installed to prevent off-site migration and establish hydraulic protection to the deeper groundwater aquifer. Collected groundwater containing chlorinated organics, PFOA and other PFAS compounds is treated using vapor and solid phase granular activated carbon. The pump and treat system is monitored regularly to maintain effective containment and treatment operation with documentation of results submitted annually to the regulatory agency.
Current report
As further discussed in “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements, the Company and the municipalities of Dordrecht, Papendrecht, Sliedrecht and Molenlanden signed a Letter of Intent ("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. An 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 LOI.
Current report
In the fourth quarter of 2024, we 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 restrictions as well as providing for alternative irrigation water, if necessary, as determined by PFOA levels. Accruals related to the Plan of Action were increased $15 million in the fourth quarter of 2024 based on the comments on the plan, approval of the pilot, the number of residences potentially participating and estimates received. Further, we are in continued legal discussion with the four municipalities (Dordrecht, Papendrecht, Sliedrecht and Molenlanden) related to a fund to cover certain other expenditures aimed at environmental-related activities. An estimate of the litigation liability cannot be determined as of December 31, 2024. Management believes that it is probable that we could incur losses related to these 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.
Current report
The Dordrecht Works facility discharges, through outfalls at the site, wastewater and stormwater pursuant to permits issued by the applicable local authorities, including the DCMR Environmental Protection Agency ("DCMR”). As the regulatory landscape has evolved in the Netherlands over the last years, there is increased focus on PFAS compounds discharged under the site’s existing permits, including compounds that were previously discharged at undetected levels, and the site has been ordered to meet certain limits for these discharges or be subject to conditional fines. We regularly carry out analyses of its wastewater to assess compliance with current emission limits as well as detect other contaminants as analysis methods develop. We identified the presence of certain compounds based upon new analysis methods and reported these to DCMR and in December 2023 submitted an application under normal permitting practice for a discharge requirement based on limited information for these compounds. We have continued to engage with regulatory authorities on the application, including providing additional data and information in November 2024. In January 2025, we submitted a revised permit application. We will continue to engage with the regulatory authorities on this matter.
Current report
In December 2024, DCMR indicated an intention to impose a conditional fine of up to €3.7 million per violation for one of the compounds for which we have objected. In January 2025, we responded to this intention, including that such intention is not consistent with normal permitting practice. In February 2025, DCMR responded to us indicating it will impose the conditional fine, after a two-month grace period. We have taken and continue to take actions to reduce discharges. We are evaluating DCMR's recent response and all available legal actions and recourse available to us. We have not recorded a liability for this matter at December 31, 2024 as the conditional fine is not effective at this time and will only be imposed after the two-month grace period, if, at that time, we fail to comply with the discharge limits for the compound. We do not believe the above matter will have a material impact on our financial position, results of operation or cash flows.
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Removed paragraphs (30)
Previous report
Audit Committee Internal Review
Previous report
On February 29, 2024, we issued a press release and filed a Current Report on Form 8-K, announcing that the Audit Committee of the board of directors (the “Audit Committee”) was conducting an internal review related to an anonymous report made to the Chemours Ethics Hotline (the "Audit Committee Internal Review"). The anonymous report made to the Chemours Ethics Hotline was not elevated to the General Counsel or the Audit Committee, until the matter was identified in connection with the Company’s year-end 2023 external audit process. When informed of the anonymous report to the Chemours Ethics Hotline involving two officers, the General Counsel promptly informed the Chair of the Audit Committee. The Audit Committee retained independent outside counsel to conduct an independent review. The Audit Committee did not place any limitations on the nature or extent of the independent review and directed independent counsel to cooperate in all respects and communicate openly with the Company’s independent registered public accounting firm in the course of the internal review. The Audit Committee has completed its planned procedures with respect to its review. The results of the internal review are disclosed in "Note 2 – Basis of Presentation" to the Consolidated Financial Statements. See also Part II, Item 9A for a discussion of material weaknesses identified in our internal control over financial reporting and related remediation activities.
Previous report
Management Changes
Previous report
Our board of directors took decisive actions in response to the Audit Committee Internal Review, including the appointment of Denise Dignam as Chief Executive Officer and Matthew Abbott as Interim Chief Financial Officer, two experienced and capable leaders. Ms. Dignam's and Mr. Abbott's biographies are set forth under "Information about our Executive Officers." As we work to implement additional steps to address our material weaknesses in internal control over financial reporting, the board of directors is confident in our leadership team as they navigate the organization through these remediation efforts, while also continuing to advance Chemours’ strategy to accelerate value creation for our shareholders. See also Part II, Item 9A for a discussion of material weaknesses identified in our internal control over financial reporting and related remediation activities.
Previous report
Revision of Previously Issued Financial Statements
Previous report
During the financial close process for the fourth quarter of 2023, we identified certain immaterial errors impacting previously issued financial statements beginning as of March 31, 2017, and subsequent annual and quarterly reporting periods through September 30, 2023. We 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, we concluded that the error corrections are not material to any previously presented interim or annual financial statements. The impact of the revisions to the periods presented in this Annual Report on Form 10-K are more fully discussed in "Note 2 – Basis of Presentation" to the Consolidated Financial Statements. The impact of the revisions to the quarterly periods ending March 31, 2023, June 30, 2023, and September 30, 2023 are presented in "Note 30 – Unaudited Quarterly Financial Information" to the Consolidated Financial Statements.
Previous report
Our net sales decreased by $767 million (or 11%) to $6 billion for the year ended December 31, 2023, compared with net sales of $6.8 billion for the same period in 2022. The decrease in our net sales for the year ended December 31, 2023 was primarily attributable to a decrease in volume of 13%, partially offset by an increase in price of 2%. Volume decreases were attributable to our Titanium Technologies and Advanced Performance Materials segments, partially offset by higher volume in our Thermal & Specialized Solutions segment. Price increases were attributable to our Thermal & Specialized Solutions and Advanced Performance Materials segments.
Previous report
Our restructuring, asset-related, and other charges increased by $137 million (or over 100%) to $153 million for the year ended December 31, 2023, compared with $16 million for the same period in 2022.
Previous report
For the year ended December 31, 2022, our restructuring, asset-related, and other charges were primarily attributable to $5 million of asset charges resulting from the conflict between Russia and Ukraine and our decision to suspend business with Russian entities, and $9 million of employee separation charges incurred in connection with our 2022 severance programs.
Previous report
(Loss) Gain on Extinguishment of Debt
Previous report
(Benefit From) Provision for Income Taxes
Previous report
Our Titanium Technologies segment’s net sales decreased by $700 million (or 21%) to $2.7 billion for the year ended December 31, 2023, compared with segment net sales of $3.4 billion for the same period in 2022. The decrease in segment net sales for the year ended December 31, 2023 was primarily attributable to a decrease in volume of 20%, and price of 1%. Volumes decreased due to the continuation of a cyclical downturn which started in 2022, with volume declines slowing on a year-over-year basis as the year progressed. Prices decreased in comparison with the prior period as contractual price increases were more than offset by decreases in our market exposed customer portfolio. Currency was flat for the year ended December 31, 2023 when compared to the prior year.
Previous report
Segment Adjusted EBITDA decreased by $311 million (or 52%) to $290 million and segment Adjusted EBITDA margin decreased by approximately 700 basis points to 11% for the year ended December 31, 2023, compared with segment Adjusted EBITDA of $601 million and segment Adjusted EBITDA margin of 18% for the same period in 2022. The decrease in Adjusted EBITDA and segment Adjusted EBITDA margin was primarily attributable to the aforementioned decrease in sales volumes, price, the effects of inflation on costs, and lower fixed cost absorption due to lower production volume, partially offset by the cost saving realized from the Titanium Technologies Transformation Plan.
Previous report
Our Thermal & Specialized Solutions segment’s net sales increased by $139 million (or 8%) to $1.8 billion for the year ended December 31, 2023, compared with segment net sales of $1.7 billion for the same period in 2022. The increase in segment net sales for the year ended December 31, 2023 was primarily attributable to increases in volume of 6% and price of 2%. Volumes increased due to strong automotive original equipment manufacturer demand and continued adoption of Opteon TM products across all regions. Prices increased across the portfolio, excluding automotive end markets, due to favorable market and regulatory dynamics combined with steady value-based pricing growth within our Refrigerants and Foam, Propellants and Other Products portfolio. Currency was flat for the year ended December 31, 2023 when compared to the prior year.
Previous report
Segment Adjusted EBITDA increased by $82 million (or 14%) to $685 million and segment Adjusted EBITDA margin increased by approximately 200 basis points to 38% for the year ended December 31, 2023, compared with segment Adjusted EBITDA of $603 million and segment Adjusted EBITDA margin of 36% for the same period in 2022. The increase in segment Adjusted EBITDA and Adjusted EBITDA margin for the year ended December 31, 2023 was primarily attributable to the aforementioned increase in sales volume and price, as well as lower raw material costs, partially offset by lower earnings from our equity affiliates and other income.
Previous report
Our Performance Solutions portfolio’s net sales were $546 million for the year ended December 31, 2023, and $493 million for the same period in 2022. Our Advanced Materials portfolio’s net sales were $897 million for the year ended December 31, 2023, and $1.1 billion for the same period in 2022.
Previous report
Corporate expenses remained unchanged at $212 million for each of the years ended December 31, 2023 and 2022.
Previous report
The Audit Committee Internal Review determined that there was a lack of transparency with the Company’s board of directors by these former members of senior management with respect to working capital timing actions described above, their effect on publicly communicated free cash flow targets, and which also would be part of a key metric for determining incentive compensation at the end of the relevant periods.
Previous report
The working capital timing actions detailed above resulted in an increase in operating cash flow for the quarter ended December 31, 2023, with a corresponding anticipated decrease in operating cash flow expected in the first quarter of 2024, and an increase in operating cash flow for the quarter ended December 31, 2022, with a corresponding decrease in operating cash flow in the first quarter of 2023. The following table presents: (i) the approximate increase in operating cash flow for the fourth quarters of 2023 and 2022 as a result of the working capital timing actions; (ii) the approximate decrease in operating cash flow for the first quarters of 2023 and 2022 as a result of the working capital timing actions; and (iii) the net impact of the working capital timing actions that occurred in 2023 and 2022:
Previous report
These amounts represent the approximate: (i) increase of $360 million in operating cash flow from working capital timing actions in the quarter ended December 31, 2023; (ii) decrease of $215 million in operating cash flow from working capital timing actions affecting the quarter ended March 31, 2023; and (iii) the approximate net impact of $145 million from working capital timing actions that affected operating cash flow in the year ended December 31, 2023. The approximate decrease in operating cash flow of $360 million from working capital timing actions affecting the quarter ending March 31, 2024 and the approximate net impact of $145 million from working capital timing actions that affected 2023 are based upon estimates which the Company believes are reasonable, are unaudited by the Company’s independent registered public accounting firm, and may be subject to change after the completion of the quarter-end reporting process and will not be final until the Company files its Quarterly Report on Form 10-Q for the quarter ending March 31, 2024. Accordingly, undue reliance should not be placed on this preliminary estimated impact.
Previous report
These amounts represent the approximate: (i) increase of $215 million in operating cash flow from working capital timing actions in the quarter ended December 31, 2022; (ii) decrease of $90 million in operating cash flow from working capital timing actions affecting the quarter ended March 31, 2022; (iii) and the approximate net impact of $125 million from working capital timing actions that affected operating cash flow in the year ended December 31, 2022. The approximate decrease in operating cash flow of $215 million from working capital timing actions affecting the quarter ended March 31, 2023 and the approximate net impact of $125 million from working capital timing actions that affected 2022 are based upon estimates which the Company believes are reasonable and are unaudited by the Company’s independent registered public accounting firm.
Previous report
U.S Public Water District Settlement Agreement– In June 2023, we, Corteva/EID, and DuPont, together, entered into the U.S. public water system settlement agreement, under which the parties agreed to collectively establish and contribute a total of $1.185 billion to the qualified settlement fund per the terms of the U.S. public water system settlement agreement. Contribution rates were consistent with the binding MOU entered into among the parties in January 2021, with Chemours contributing 50% (or approximately $592 million), and DuPont and Corteva collectively contributing the remaining 50%. The settlement amounts were funded by the parties in full and deposited into the qualified settlement fund on September 6, 2023 following receipt of preliminary approval of the settlement by the United States District Court for the District of South Carolina. We funded $592 million into the qualified settlement fund, using a combination of proceeds from the issuance of the New Term Loans, funds available under the MOU escrow account, and available cash. Our proportional reversionary interest of the investments within the qualified settlement fund are recognized as restricted cash and restricted cash equivalents on our consolidated balance sheet at December 31, 2023, which is discussed further in “Note 3 – Summary of Significant Accounting Policies” and “Note 28 – Supplemental Cash Flow Information” to the Consolidated Financial Statements. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statementsfor further discussion on the U.S. public water system settlement agreement. We anticipate that payment of the settlement will be made from the qualified settlement fund subject to the condition that this approval reach final judgment in accordance with the U.S. public water system settlement agreement, which we expect to occur in 2024.
Previous report
The decrease in our operating cash inflows for the year ended December 31, 2023 was primarily attributable to lower earnings, higher interest payments, and $66 million of payments for litigation settlements and fees related to PFAS and PFOA matters. These higher cash outflows were partially offset by lower payments for income taxes, lower maintenance turnaround activities, and an approximately $20 million net benefit in working capital due to working capital timing actions (discussed further in the "Liquidity and Capital Resources" section above).
Previous report
We used $686 million in cash for our financing activities during the year ended December 31, 2022. Our financing cash outflows were primarily attributable to our capital allocation activities, resulting in $495 million in purchases of our issued and outstanding common stock under our 2022 Share Repurchase Program and our 2018 Share Repurchase Program, $154 million of cash dividends, $68 million in debt repayments including open market repurchases, and $1 million of net payments in connection with one of our supplier financing programs, partially offset by $51 million of cash received from stock option exercises.
Previous report
The lower cash dividends paid in 2023, when compared to prior year, were due to the decrease in our outstanding common stock following the share repurchases completed throughout the year.
Previous report
Our inventories decreased by $52 million (or 4%) to $1.4 billion at December 31, 2023, compared with inventories of $1.4 billion at December 31, 2022. The decrease in our inventories at December 31, 2023 was primarily attributable to efforts to optimize inventory levels to the current demand environment within our Titanium Technologies business and the write-off of $40 million of certain raw materials and stores inventories from the Kuan Yin, Taiwan plant closure, partially offset by build-up of finished products inventories within our Thermal & Specialized Solutions business and an increase in the value of our raw materials inventory due to higher raw materials costs.
Previous report
Our other accrued liabilities increased by $758 million (or over 100%) to $1.1 billion at December 31, 2023, compared with other accrued liabilities of $300 million at December 31, 2022. The increase in our other accrued liabilities at December 31, 2023 was primarily attributable to approximately $675 million in litigation settlements and other legal accruals that we expect to be paid in 2024, which includes the $592 million accrual related to the U.S. public water system settlement agreement and $68 million for settlements with the State of Ohio and the State of Delaware. The litigation matters are further discussed in "Note 22 - Commitments and Contingent Liabilities" to the Consolidated Financial Statements. See also "Note 19 - Other Accrued Liabilities" to the Consolidated Financial Statementsfor more details.
Previous report
The estimated fair value of the Advanced Performance Materials reporting unit was determined using a discount rate of 10.83% and a market multiple of 6.6 times of the segment Adjusted EBITDA, resulting in an estimated fair value 39% higher than its carrying value. Advanced Performance Materials has $56 million of goodwill. The following table shows the impact of individual sensitivity scenarios on the Advanced Performance Materials reporting unit's fair value in relation to its carrying value.
Previous report
(*) Percentages above represent the excess of estimated fair value over the carrying value of the Advanced Performance Materials reporting unit in each scenario.
Previous report
Our estimated liability for environmental remediation covered 212 sites at December 31, 2023 and 2022.
Reworded paragraphs (71)
Previous wording
We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include titanium dioxide ("TiO 2") pigment, refrigerants, industrial fluoropolymer resins, sodium cyanide (prior to the Mining Solutions business sale), and performance chemicals and intermediates. We manage and report our operating results through three principal reportable segments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Performance Chemicals and Intermediates business is presented under Other Segment.
Current wording
We are a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. We deliver customized solutions with a wide range of industrial and specialty chemical products for markets, including refrigeration and air conditioning, paints and coatings, plastics, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our principal products include refrigerants, titanium dioxide ("TiO 2") pigment and industrial fluoropolymer resins. We manage and report our operating results through three principal reportable segments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Our Thermal & Specialized Solutions segment is a leading, global provider of refrigerants, thermal management solutions, propellants, blowing agents, and specialty solvents. Our Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications. Our Advanced Performance Materials segment is a leading, global provider of high-end polymers and advanced materials that deliver unique attributes, including low friction coefficients, extreme temperature resistance, weather resistance, ultraviolet and chemical resistance, and electrical insulation. Our Performance Chemicals and Intermediates business is presented under Other Segment.
Previous wording
Our cost of goods sold (“COGS”) decreased by $457 million (or 9%) to $4.7 billion for the year ended December 31, 2023, compared with COGS of $5.2 billion for the same period in 2022. The decrease in COGS for the year ended December 31, 2023 was primarily attributable to lower sales volume, partially offset by higher raw material costs due to inflation, and lower fixed cost absorption in our Titanium Technologies and Advanced Performance Materials segments. For the year ended December 31, 2023, COGS included a $40 million charge relating to certain raw materials and stores inventories written off related to the Kuan Yin, Taiwan plant shutdown.
Current wording
Our cost of goods sold (“COGS”) decreased by $141 million (or 3%) to $4.6 billion for the year ended December 31, 2024, compared with COGS of $4.8 billion for the same period in 2023. The decrease in COGS for the year ended December 31, 2024 was primarily attributable to lower sales volume. For the year ended December 31, 2023, COGS included a $40 million charge relating to certain raw materials and stores inventories written off related to the Kuan Yin, Taiwan plant shutdown.
Previous wording
Our selling, general, and administrative (“SG&A”) expense increased by $580 million (or 82%) to $1.3 billion for the year ended December 31, 2023, compared with SG&A expense of $710 million for the same period in 2022. The increase in our SG&A expense was primarily attributable to $764 million in litigation-related charges during the year ended December 31, 2023, which includes $592 million of charges related to our portion of the U.S. public water system settlement agreement plus $24 million of third-party legal fees directly related to that settlement, $55 million of charges related to our portion of the settlement agreement with the State of Ohio entered into in November 2023 to resolve PFAS-related claims, and $13 million related to our portion of the supplemental payment to the State of Delaware related to the 2021 settlement, $76 million for other PFAS litigation matters, and $4 million of other litigation matters. The increase was partially offset by lower off-site environmental remediation costs of approximately $148 million at our Fayetteville Works site in Fayetteville, North Carolina ("Fayetteville") relative to the year ended December 31, 2022.
Current wording
Our selling, general, and administrative (“SG&A”) expense decreased by $705 million (or 55%) to $585 million for the year ended December 31, 2024, compared with SG&A expense of $1.3 billion for the same period in 2023. The decrease in our SG&A expense was primarily attributable to the litigation-related charges of $592 million recorded in the year ended December 31, 2023 related to our portion of the U.S. public water system settlement agreement, along with the benefits recorded for insurance recoveries of $20 million during the year ended December 31, 2024. The decrease in our SG&A expense for the year ended December 31, 2024 was partially offset by $27 million of costs incurred related to the Audit Committee internal review process, along with third-party costs related to the Titanium Technologies Transformation Plan.
Previous wording
Our research and development (“R&D”) expense decreased by $10 million (or 8%) to $108 million for the year ended December 31, 2023, compared with R&D expense of $118 million for the same period in 2022. The decrease in our R&D expense for the year ended December 31, 2023 was primarily attributable to lower project spend.
Current wording
Our research and development (“R&D”) expense was relatively flat at $109 million for the year ended December 31, 2024, compared with R&D expense of $108 million for the year ended December 31, 2023.
Previous wording
Our equity in earnings of affiliates decreased by $10 million (or 18%) to $45 million for the year ended December 31, 2023, compared with equity in earnings of affiliates of $55 million for the same period in 2022. The decrease in our equity in earnings of affiliates for the year ended December 31, 2023 was primarily attributable to lower demand.
Current wording
Our equity in earnings of affiliates decreased by $2 million (or 4%) to $43 million for the year ended December 31, 2024, compared with equity in earnings of affiliates of $45 million for the same period in 2023. The decrease in our equity in earnings of affiliates for the year ended December 31, 2024 was primarily attributable to lower demand in the region where our investees operate.
Previous wording
Our interest expense, net increased by $45 million (or 28%) to $208 million for the year ended December 31, 2023, compared with interest expense, net of $163 million for the same period in 2022. The increase in our interest expense, net for the year ended December 31, 2023 was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following issuance of new term loans in August 2023, partially offset by approximately $15 million of higher interest income during 2023.
Current wording
Our interest expense, net increased by $56 million (or 27%) to $264 million for the year ended December 31, 2024, compared with interest expense, net of $208 million for the same period in 2023. The increase in our interest expense, net for the year ended December 31, 2024 was primarily attributable to higher interest rates on our variable rate debt, higher debt principal following issuance of new term loans in August 2023 and the 2033 Notes in November 2024.
Previous wording
For the year ended December 31, 2022, we recognized a net gain on extinguishment of debt of $7 million in connection with the open market repurchases of various portions of our senior unsecured notes.
Current wording
For the year ended December 31, 2024, we recognized a net loss on extinguishment of debt of $1 million in connection with the redemption of the euro-denominated 4.000% senior notes due May 2026.
Previous wording
Our other income, net increased by $21 million (or 30%) to $91 million for the year ended December 31, 2023, compared with other income, net of $70 million for the same period in 2022. The increase in our other income, net for the year ended December 31, 2023 was primarily attributable to a net pre-tax gain on sale of $106 million associated with the sale of the Glycolic Acid business in 2023, compared to net pre-tax gain on sale recorded in 2022 of $21 million, consisting of $5 million and $18 million associated with the sale of our land related to the Beaumont former operating site (the “Beaumont Transaction”) and the stock sale of certain of our wholly-owned subsidiaries and the remaining assets at our former Aniline business facilities in Pascagoula, Mississippi (the “Pascagoula Transaction”), respectively. In addition, we incurred higher losses in foreign currency exchange in 2023 driven primarily by the devaluation of the Argentine peso. Our other income, net for the year ended December 31, 2022 also includes settlement of a patent infringement matter relating to certain copolymer patents associated with our Advanced Performance Materials segment.
Current wording
Our other income, net decreased by $83 million (or 91%) to $8 million for the year ended December 31, 2024, compared with other income, net of $91 million for the same period in 2023. Our other income, net for the year ended December 31, 2023 includes a net pre-tax gain on sale of $106 million associated with the sale of the Glycolic Acid business. The decrease in our other income, net was partially offset by favorable changes in net exchange gains and losses.
Previous wording
We recognized a benefit from income taxes of $81 million and a provision of $163 million for the years ended December 31, 2023 and 2022, respectively. Our (benefit from) provision for income taxes represented effective tax rates of 25% and 22% for the years ended December 31, 2023 and 2022, respectively.
Current wording
We recognized a provision for income taxes of $41 million and a benefit from income taxes of $81 million for the years ended December 31, 2024 and 2023, respectively. Our provision for (benefit from) income taxes represented effective tax rates of 32% and 25% for the years ended December 31, 2024 and 2023, respectively.
Previous wording
The $81 million benefit from income taxes for the year ended December 31, 2023 was primarily attributable to the net pre-tax loss during the year driven by decreased profitability and certain discrete items in 2023. In 2023, we recorded a $131 million income tax benefit associated with various legal matters, along with a $22 million income tax benefit associated with the Kuan Yin, Taiwan shutdown, inclusive of a $13 million valuation allowance recorded on certain deferred tax assets of one of our Taiwanese subsidiaries and a $13 million benefit associated with a ruling received from Swiss tax authorities in the fourth quarter of 2023. This income tax benefit was offset by $26 million of income tax expense associated with the Glycolic Acid Transaction that occurred in 2023. For the year ended December 31, 2022, provision for income taxes was primarily attributable to net pre-tax position coupled by an additional income tax expense of $36 million related to reserves on transfer pricing positions. These factors, as well as changes to our geographic mix of earnings and other adjustments to our deferred balances, resulted in a change in our effective tax rate from 22% to 25%.
Current wording
For the year ended December 31, 2023, the benefit from income taxes was primarily attributable to the net pre-tax loss during the year driven by decreased profitability and certain discrete items in 2023. In 2023, we recorded a $131 million income tax benefit associated with various legal matters, along with a $22 million income tax benefit associated with the Kuan Yin, Taiwan shutdown, inclusive of a $13 million valuation allowance recorded on certain deferred tax assets of one of our Taiwanese subsidiaries and a $13 million benefit associated with a ruling received from Swiss tax authorities in the fourth quarter of 2023. This income tax benefit was offset by $26 million of income tax expense associated with the Glycolic Acid Transaction that occurred in 2023.
Previous wording
We operate through three principal reportable segments, which were organized based on their similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials. Other Segment includes the Company’s Performance Chemicals and Intermediates business.
Current wording
We operate through three principal reportable segments, which were organized based on their similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution, and regulatory environments: Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials. Other Segment includes our Performance Chemicals and Intermediates business.
Previous wording
A reconciliation of Segment Adjusted EBITDA to the Company's consolidated (loss) income before income taxes for the years ended December 31, 2023 and 2022 is included in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements.
Current wording
A reconciliation of Segment Adjusted EBITDA to our consolidated income (loss) before income taxes for the years ended December 31, 2024 and 2023 is included in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements.
Previous wording
Our Advanced Performance Materials segment’s net sales decreased by $175 million (or 11%) to $1.4 billion for the year ended December 31, 2023, compared with segment net sales of $1.6 billion for the same period in 2022. The decrease in segment net sales for the year ended December 31, 2023 were primarily attributable to a decrease in volume of 16%, partially offset by an increase in price of 6%. Volumes decreased primarily due to demand softening in the Advanced Materials portfolio which serves more economically sensitive end-markets. Prices increased due to increasing sales in high-value end-markets, including advanced electronics and clean energy, in the Performance Solutions portfolio, as well as pricing actions to offset higher raw material costs in our Advanced Materials portfolio. Unfavorable currency movements added a 1% headwind to the segment’s net sales during the year ended December 31, 2023.
Current wording
Our Advanced Performance Materials segment’s net sales decreased by $136 million (or 9%) to $1.3 billion for the year ended December 31, 2024, compared with segment net sales of $1.5 billion for the same period in 2023. The decrease in segment net sales for the year ended December 31, 2024 was primarily attributable to a decrease in price of 5%, a decrease in volumes of 3% and unfavorable currency movements which added a 1% headwind to the segment's net sales. Volumes decreased primarily due to weaker demand in the hydrogen market and lower volumes in more economically sensitive end markets. The decrease in price was primarily due to softer market dynamics and product mix.
Previous wording
Segment Adjusted EBITDA decreased by $94 million (or 26%) to $273 million and segment Adjusted EBITDA margin decreased by approximately 400 basis points to 19% for the year ended December 31, 2023, compared with segment Adjusted EBITDA of $367 million and segment Adjusted EBITDA margin of 23% for the year ended December 31, 2022. The decreases in segment Adjusted EBITDA and segment Adjusted EBITDA margin for the year ended December 31, 2023 were primarily attributable to the aforementioned decrease in sales volume driving lower fixed cost absorption, the impact of higher raw material costs due to the continued effects of inflation, and an extended plant outage for maintenance and improvement activities at one of our manufacturing sites.
Current wording
Segment Adjusted EBITDA decreased by $112 million (or 41%) to $161 million and Segment Adjusted EBITDA margin decreased by approximately 700 basis points to 12% for the year ended December 31, 2024, compared with Segment Adjusted EBITDA of $273 million and Segment Adjusted EBITDA margin of 19% for the year ended December 31, 2023. The decreases in Segment Adjusted EBITDA and Segment Adjusted EBITDA margin for the year ended December 31, 2024 were primarily attributable to the aforementioned decreases in price and currency, along with lower volumes driving lower fixed cost absorption.
Previous wording
In addition to our reportable segments, Chemours assigns certain costs to “Corporate expenses”, which is presented separately in the segment reconciliation table below and in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements. Corporate expenses include certain legacy-related legal and environmental expenses, stock-based compensation expenses and other corporate costs, but excludes segment unallocated items (described below).
Current wording
In addition to our reportable segments, we assign certain costs to “Corporate expenses”, which is presented separately in the segment reconciliation table below and in “Note 29 – Geographic and Segment Information” to the Consolidated Financial Statements. Corporate expenses include certain legacy-related legal and environmental expenses, stock-based compensation expenses and other corporate costs, but excludes segment unallocated items (described below).
Previous wording
In 2023, transaction costs includes $7 million of costs associated with the New Senior Secured Credit Facilities, which is discussed in further detail in "Note 20 – Debt", and $9 million of third-party costs related to the Titanium Technologies Transformation Plan.
Current wording
In 2024, transaction costs includes $16 million of third-party costs related to the Titanium Technologies Transformation Plan, which was not allocated in the measurement of Titanium Technologies segment profitability used by the CODM. In 2023, transaction costs includes $7 million of costs associated with the Senior Secured Credit Facilities, which is discussed in further detail in "Note 20 – Debt", and $9 million of third-party costs related to the Titanium Technologies Transformation Plan.
Previous wording
Qualified spend recovery represents costs and expenses that were previously excluded from the determination of segment Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of the our cost-sharing agreement under the terms of the MOU. Terms of the MOU are discussed in further detail in "Note 22 – Commitments and Contingent Liabilities".
Current wording
Qualified spend recovery represents costs and expenses that were previously excluded from the determination of Segment Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU. Terms of the MOU are discussed in further detail in "Note 22 – Commitments and Contingent Liabilities".
Previous wording
Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the year ended December 31, 2023, litigation-related charges includes the $592 million accrual related to the United States Public Water System Class Action Suit Settlement plus $24 million of third-party legal fees directly related to the settlement, $55 million of charges related to the our portion of Chemours, DuPont, Corteva, EID and the State of Ohio's agreement entered into in November 2023, $13 million related to our portion of the supplemental payment to the State of Delaware, $76 million for other PFAS litigation matters, and $4 million of other litigation matters. For the year ended December 31, 2022, litigation-related charges primarily include proceeds from a settlement in a patent infringement matter relating to certain copolymer patents associated with our Advanced Performance Materials segment and $20 million associated with our portion of the potential loss in the single matter not included in the Leach settlement. Refer to “Note 22 – Commitments and Contingent Liabilities” for further details.
Current wording
Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the year ended December 31, 2024, litigation-related charges primarily includes $44 million of benefit from insurance recoveries, along with the $29 million accrual associated with the Ohio MDL. For the year ended December 31, 2023, litigation-related charges includes the $592 million accrual related to the United States Public Water System Class Action Suit Settlement plus $24 million of third-party legal fees directly related to the settlement, $55 million of charges related to the our portion of Chemours, DuPont, Corteva, EID and the State of Ohio's agreement entered into in November 2023, $13 million related to our portion of the supplemental payment to the State of Delaware, $76 million for other PFAS litigation matters, and $4 million of other litigation matters.
Previous wording
Environmental charges pertains to management’s assessment of estimated liabilities associated with certain environmental remediation expenses at various sites. For the year ended December 31, 2022, environmental charges primarily includes $196 million related to on-site and off-site remediation costs at Fayetteville. Refer to “Note 22 – Commitments and Contingent Liabilities” for further details.
Current wording
Environmental charges pertains to management’s assessment of estimated liabilities associated with certain non-recurring environmental remediation expenses at various sites. For the year ended December 31, 2024, environmental charges primarily includes off-site remediation costs at Dordrecht Works. Refer to “Note 22 – Commitments and Contingent Liabilities” for further details.
Previous wording
Our primary sources of liquidity are cash generated from operations and available cash, including restricted cash and restricted cash equivalents. We also periodically utilize various financing facilities, including our receivables securitization facility and supply chain financing arrangements with third-party financial institutions to provide working capital flexibility. Additionally, we have access to incremental liquidity, if needed, through borrowings under our debt financing arrangements, which includes borrowing capacity under our Revolving Credit Facility. We expect the liquidity from these sources will provide adequate funds to support the cash needs of our businesses through at least the end of March 2025.
Current wording
Our primary sources of liquidity are cash generated from operations and available cash. We also periodically utilize various financing facilities, including our receivables securitization facility and supply chain financing arrangements with third-party financial institutions to provide working capital flexibility. Additionally, we have access to incremental liquidity, if needed, through borrowings under our debt financing arrangements, which includes borrowing capacity under our Revolving Credit Facility. We expect the liquidity from these sources will provide adequate funds to support the cash needs of our businesses through at least the end of February 2026.
Previous wording
At December 31, 2023, we had total unrestricted cash and cash equivalents of $1.2 billion, of which $807 million is held by our foreign subsidiaries, plus restricted cash and restricted cash equivalents of $604 million, primarily held in a qualified settlement fund per the terms of the U.S. public water system settlement agreement. The availability under our Revolving Credit Facility as of December 31, 2023 was $852 million, net of $48 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Restated Credit Agreement. At December 31, 2023, we were in compliance with the applicable covenants under the Restated Credit Agreement. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements.
Current wording
At December 31, 2024, we had total unrestricted cash and cash equivalents of $713 million, of which $404 million is held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of December 31, 2024 was $640 million, net of $56 million in outstanding letters of credit, and is subject to compliance with certain covenants, including those related to the last twelve months of our consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") and senior secured net debt, both of which are defined under the Credit Agreement. At December 31, 2024, our availability under the Revolving Credit Facility decreased compared to prior periods due to a decline in our trailing twelve-month EBITDA. At December 31, 2024, we were in compliance with the applicable covenants under the Credit Agreement. Our debt financing arrangements are described in further detail in “Note 20 – Debt” to the Consolidated Financial Statements. Our Revolving Credit Facility matures in October 2026.
Previous wording
In the ordinary course of business, we engage in normal and customary working capital management actions. Ordinary course working capital management actions may include managing the timing of payables or receivables where permitted in accordance with the payment terms, utilizing supply chain financing arrangements, and utilizing the accounts receivable securitization facility described in “Note 20 – Debt” to the Consolidated Financial Statements, among other actions, where appropriate and deemed to be in the commercial interest of the Company
Current wording
In the ordinary course of business, we engage in normal and customary working capital management actions. Ordinary course working capital management actions may include managing the timing of payables or receivables where permitted in accordance with the payment terms, utilizing supply chain financing arrangements, and utilizing the accounts receivable securitization facility described in “Note 20 – Debt” to the Consolidated Financial Statements, among other actions, where appropriate and deemed to be in our commercial interest. Additionally, in the normal course of business, from time to time, we agree with our customers and, or, our suppliers, to a swap of terms, which can result in collecting from customers or paying suppliers earlier in one period in exchange for later in another period.
Previous wording
While we have historically generated operating cash flows through various past industry and economic cycles, we do have a historical pattern of seasonality with a working capital use of cash in the first half of the year, primarily driven by seasonal accounts receivable timing and, to a lesser extent, inventory builds, and a working capital source of cash in the second half of the year, as we sell product from inventory and collect receivables from customers. Based on these seasonal trends and the impact of the approximate $360 million of fourth quarter 2023 working capital actions, we currently expect our unrestricted cash and cash equivalents balance to decrease by approximately $600 million in the first half of 2024, with a majority of the decrease occurring in the first quarter of 2024. We currently anticipate that we will remain in compliance with applicable covenants under the Restated Credit Agreement through at least the first quarter of 2025.
Current wording
While we have historically generated operating cash flows through various past industry and economic cycles, we do have a historical pattern of seasonality with a working capital use of cash in the first half of the year, primarily driven by seasonal accounts receivable timing and, to a lesser extent, inventory builds, and a working capital source of cash in the second half of the year, as we sell product from inventory and collect receivables from customers. We expect working capital outflows in the first half of 2025 for the same historical reasons, as well as the settlement of higher levels of accounts payable as of December 31, 2024, due principally to the timing of higher purchases in the fourth quarter of 2024 for plant maintenance activity. We currently anticipate that we will remain in compliance with applicable covenants under the Credit Agreement through at least February 2026.
Previous wording
Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity. We also participate in certain customers’ supply chain financing and other early pay programs as a routine source of working capital. See "Note 18 – Accounts Payable" to the Consolidated Financial Statements for further details regarding supplier financing programs.
Current wording
Throughout the year, we utilize supply chain financing arrangements with several third-party financial institutions to manage our working capital needs and enhance liquidity. We also participate in certain customers’ supply chain financing and other early pay programs as a routine source of working capital. During the years ended December 31, 2024 and 2023, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $337 million and $457 million, respectively, of our accounts receivable, incurring a discount amount of $4 million and $7 million, respectively, for both periods. These actions included the acceleration of collection of $169 million and $156 million of our accounts receivable during the fourth quarter of 2024 and 2023, respectively, which based on contractual terms would have otherwise been collected in the first quarter of 2025 and 2024, respectively. See “Note 11 – Accounts and Notes Receivable, Net” to the Consolidated Financial Statements for further details regarding our supplier financing programs.
Previous wording
Our foreign subsidiaries held $807 million of unrestricted cash and cash equivalents at December 31, 2023, a substantial majority of which is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar. We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the year ended December 31, 2023, we received approximately $395 million of net cash in the U.S. through intercompany loans and dividends. We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, share repurchases, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements.
Current wording
A substantial majority of the $404 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at December 31, 2024, is available for local operations or is readily convertible into currencies used in our worldwide operations, including the U.S. dollar. We are subject to restrictions imposed by the local governments in certain jurisdictions where we operate, which impose certain limitations on our ability to exchange currencies, repatriate earnings or capital, or create cross-border cash pooling arrangements. During the year ended December 31, 2024, we received approximately $500 million of net cash in the U.S. through intercompany loans and dividends. We believe we have the ability to fund U.S. operations cash requirements for working capital, dividends, investments, and other financing requirements through a mixture of repatriations, intercompany loans, and other actions. For further information related to our income tax positions, refer to “Note 9 – Income Taxes” to the Consolidated Financial Statements.
Previous wording
Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including restricted cash), receivables securitization, and our existing debt financing arrangements. As of December 31, 2023, such obligations include:
Current wording
Over the course of the next 12 months and beyond, we anticipate making significant cash payments for known contractual and other obligations, which we expect to fund through cash generated from operations, available cash (including the current portion of restricted cash), receivables securitization, and our existing debt financing arrangements. As of December 31, 2024, such obligations include:
Previous wording
Principal and interest obligations on long-term debt – We are required to make quarterly principal payments related to our New Dollar Term Loan, with the balance due at maturity. Principal payments are also due at maturity for our 4.000% senior unsecured notesdue May 2026, which are denominated in euros, the 5.375% senior unsecured notes due May 2027, the 5.750% senior unsecured notes due November 2028, andthe 4.625% senior unsecured notes due November 2029(collectively, the “Notes”). The earliest maturity date of our outstanding debt is scheduled in 2026. We anticipate that our scheduled debt principal maturities will be approximately $11 million, $11 million, $496 million, $505 million and $2,264 million for the years ended December 31, 2024, 2025, 2026, 2027, and 2028, respectively. For additional detail, refer to“Note 20 – Debt” to the Consolidated Financial Statements. Our interest obligations under our Senior Secured Credit Facilities may be paid monthly or quarterly, and our interest obligations in connection with the Notes are paid semi-annually in arrears on May 15 and November 15 of each year. We anticipate that our scheduled interest payments will be approximately $260 million, $250 million, $240 million, $215 million and $155 million for the years ended December 31, 2024, 2025, 2026, 2027, and 2028, respectively, subject to changes in variable interest rates.
Current wording
Principal and interest obligations on long-term debt – We are required to make quarterly principal payments related to our Dollar Term Loan, with the balance due at maturity. Principal payments are also due at maturity for our 5.375% senior unsecured notes due May 2027, the 5.750% senior unsecured notes due November 2028, the 4.625% senior unsecured notes due November 2029, and the 8.000% senior unsecured notes due January 2033(collectively, the “Notes”). The earliest maturity date of our outstanding debt is scheduled in 2027. We anticipate that our scheduled debt principal maturities will be approximately $11 million, $11 million, $505 million, $2,239 million and $620 million for the years ended December 31, 2025, 2026, 2027, 2028, and 2029, respectively. For additional detail, refer to“Note 20 – Debt” to the Consolidated Financial Statements. Our interest obligations under our Senior Secured Credit Facilities may be paid monthly or quarterly, and our interest obligations in connection with the Notes (except for the 2033 Notes on which interest is paid semi-annually in arrears on January 15 and July 15 each year) are paid semi-annually in arrears on May 15 and November 15 of each year. We anticipate that our scheduled interest payments will be approximately $232 million, $242 million, $227 million, $175 million and $65 million for the years ended December 31, 2025, 2026, 2027, 2028, and 2029, respectively, subject to changes in variable interest rates.
Previous wording
Operating and finance leases – We lease certain office space, laboratory space, equipment, railcars, tanks, barges and warehouses. The majority of our leases are operating leases, and the remaining terms on our total lease population varies, extending up to 23 years. We anticipate that our lease payments will be approximately $83 million, $69 million, $58 million, $41 million and $34 million for the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively. For a schedule of our lease payments for the next five years and thereafter, refer to“Note 14 – Leases” to the Consolidated Financial Statements.
Current wording
Operating and finance leases – We lease certain office space, laboratory space, equipment, railcars, tanks, barges and warehouses. The majority of our leases are operating leases, and the remaining terms on our total lease population varies, extending up to 22 years. We anticipate that our lease payments will be approximately $82 million, $68 million, $50 million, $40 million and $30 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively. For a schedule of our lease payments for the next five years and thereafter, refer to“Note 14 – Leases” to the Consolidated Financial Statements.
Previous wording
Purchase obligations – As part of our normal, recurring operations, we enter into enforceable and legally-binding agreements to purchase goods and/or services that specify fixed or minimum quantities, fixed minimum or variable price provisions, and the approximate timing of the agreement. These agreements primarily pertain to our purchases of raw materials and utilities costs and may span multiple years. Based upon our currently executed agreements, we anticipate that our contractually obligated cash payments for raw materials and utilities will be approximately $400 million, $335 million, $300 million, $200 million and $140 million for the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively. Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years.
Current wording
Purchase obligations – As part of our normal, recurring operations, we enter into enforceable and legally-binding agreements to purchase goods and/or services that specify fixed or minimum quantities, fixed minimum or variable price provisions, and the approximate timing of the agreement. These agreements primarily pertain to our purchases of raw materials and utilities costs and may span multiple years. Based upon our currently executed agreements, we anticipate that our contractually obligated cash payments for raw materials and utilities will be approximately $459 million, $345 million, $208 million, $131 million and $131 million for the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively. Renewal, modification, or execution of additional agreements for future purchasing obligations may increase or decrease these amounts in future years.
Previous wording
Environmental remediation– We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off. Much of this liability results from the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and similar federal, state, local, and foreign laws. These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where waste generated by us or EID was disposed. At December 31, 2023, our consolidated balance sheets include $590 million for environmental remediation liabilities, of which $129 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental remediation liabilities of $129 million, $76 million relates to Fayetteville. Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.1 billion is available after consideration of the funding of the qualified settlement fund per the terms of the U.S. public water system settlement agreement, payment to the State of Ohio, and supplemental payment to the State of Delaware (discussed below). Refer to the “Environmental Matters” section within this MD&A for the anticipated environmental remediation payments over the next three years. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend.
Current wording
Environmental remediation– We, due to the terms of our Separation-related agreements with EID, are subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances, which are attributable to EID’s activities before our spin-off. Much of this liability results from Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), Resource Conservation and Recovery Act ("RCRA"), and similar federal, state, local, and foreign laws. These laws may require us to undertake certain investigative, remediation, and restoration activities at sites where we conduct or EID once conducted operations or at sites where waste generated by us was disposed. At December 31, 2024, our consolidated balance sheets include $571 million for environmental remediation liabilities, of which $115 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $115 million, $68 million relates to Fayetteville. Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, costs related to potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct will subject to the cost-sharing arrangement, where we bear half of the cost of such future potential legacy PFAS liabilities and DuPont and Corteva will collectively bear the other half of the cost of such future potential legacy PFAS liabilities up to an aggregate $4 billion, of which approximately $2.0 billion is available after consideration of the funding of the payment to the State of Ohio and supplemental payment to the State of Delaware (discussed below). Refer to the “Environmental Matters” section within this MD&A for the anticipated environmental remediation payments over the next three years. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for further discussion of the MOU and Qualified Spend.
Previous wording
PFAS escrow funding requirements– Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities. In September 2023, we entered into a supplemental agreement to the binding MOU with DuPont, Corteva, and EID, whereby the parties agreed to i) release funds held in escrow to fund, in part, the qualified settlement fund per the terms of the U.S. public water system settlement agreement, ii) waive the escrow funding obligation of each party due no later than September 30, 2023 and iii) waive the escrow funding obligation due no later than September 30, 2024 under certain conditions as agreed to by the parties. The next escrow payment of $50 million is expected to be made on or before September 30, 2025 and on or before September 30 of each subsequent year through and including 2028. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statementsfor further discussion.
Current wording
PFAS escrow funding requirements– Pursuant to the binding MOU that we entered into with DuPont, Corteva, and EID in January 2021, the parties have agreed to establish an escrow account in order to support and manage the payments for potential future legacy PFAS liabilities. In September 2023, we entered into a supplemental agreement to the binding MOU with DuPont, Corteva, and EID, whereby the parties agreed to i) release funds held in escrow to fund, in part, the qualified settlement fund per the terms of the U.S. public water system settlement agreement, ii) waive the escrow funding obligation of each party due no later than September 30, 2023 and iii) waive the escrow funding obligation due no later than September 30, 2024 under certain conditions as agreed to by the parties. The parties agreed to fund the payments due by September 30, 2024, and we funded $50 million into the escrow account on September 30, 2024. As such, at December 31, 2024 and 2023, we had $50 million and $0 million deposited into the escrow account, respectively. The next escrow payment of $50 million is expected to be made on or before September 30, 2025 and on or before September 30 of each subsequent year through and including 2028. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, the balance of the escrow is to be restored to such amount, with Chemours making 50% of the deposits and DuPont and Corteva together making 50% of the deposits. Such payments will be made in a series of five consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statementsfor further discussion.
Previous wording
Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond. In November 2023, we, DuPont, Corteva, and EID entered into a settlement agreement with the State of Ohio to settle claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Our share of this settlement is $55 million, representing our portion of the contribution consistent with the MOU entered into among the parties in January 2021. Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion of the supplemental payment to the State of Delaware for $13 million. We expect to pay these amounts in 2024. We have accrued litigation of $786 million at December 31, 2023, which is inclusive of the U.S. public water system settlement agreement and the settlement agreements with Ohio and Delaware, of which $713 million is classified as current. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statementsfor further discussion.
Current wording
Other legal settlements - In addition to the legal items noted above, we have other legal settlements that we expect to pay within the next 12 months and beyond. In November 2023, we, DuPont, Corteva, and EID entered into a settlement agreement with the State of Ohio to settle claims, including for environmental releases or sales of products containing PFAS or other known contaminants. Our share of this settlement is $55 million, representing our portion of the contribution consistent with the MOU entered into among the parties in January 2021. Following the settlement agreement with the State of Ohio and pursuant to the terms of the settlement agreement with the State of Delaware entered into in 2021, we will also contribute our portion, $13 million, of a supplemental payment owed to the State of Delaware and expect to pay these amounts in 2025. We have accrued litigation of $208 million at December 31, 2024, which is inclusive of the settlement agreements with Ohio and Delaware, of which $112 million is classified as current. Refer to “Note 22 – Commitments and Contingent Liabilities” to the Consolidated Financial Statementsfor further discussion.
Previous wording
Purchases of property, plant, and equipment – As further discussed under the “Capital Expenditures” section within this MD&A, our operations are capital intensive, requiring ongoing investment to upgrade or enhance existing operations and to meet environmental and operational regulations. For the years ended December 31, 2023 and 2022, our purchases of property, plant, and equipment amounted to $370 million and $307 million, respectively. For the year ending December 31, 2024, we expect that our capital expenditures will be approximately $400 million.
Current wording
Purchases of property, plant, and equipment – As further discussed under the “Capital Expenditures” section within this MD&A, our operations are capital intensive, requiring ongoing investment to upgrade or enhance existing operations and to meet environmental and operational regulations. For the years ended December 31, 2024 and 2023, our purchases of property, plant, and equipment amounted to $360 million and $370 million, respectively. For the year ending December 31, 2025, we expect that our capital expenditures will be between $250 million and $300 million.
Previous wording
We continue to believe our sources of liquidity are sufficient to fund our planned operations and to meet our principal, interest, dividend, income taxes, and contractual obligations through at least the end of March 2025. Our capital allocation strategy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments; (ii) resolve contingent or accrued liabilities on terms and bases deemed by our board of directors to be in the best interest of the Company and its stakeholders; (iii) maintain appropriate leverage; and (iv) return cash to shareholders through dividends and share repurchases. Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced quarterly dividends of $0.25 per share, amounting to approximately $150 million per year, and, on February 13, 2024, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2024. Under our 2022 Share Repurchase Program, as further discussed in Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities in this Annual Report on Form 10-K, we also have remaining authority to repurchase $441 million of our outstanding common stock. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On March 1, 2024, S&P Global downgraded our issuer credit rating from BB to BB- and placed all company credit ratings on CreditWatch with negative implications, and Moody’s has placed our ratings under review for downgrade. These negative rating agency actions could constrain the capital available to us, reduce or eliminate available borrowing to us, and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges. Such charges could have a material adverse impact on our financial position, results of operations, or cash flows.
Current wording
We continue to believe our sources of liquidity are sufficient to fund our planned operations and to meet our principal, interest, dividend, income taxes, and contractual obligations through at least the end of February 2026. Our capital allocation strategy is consistent with our core values and our CRC goals and seeks to: (i) focus investments in growth initiatives to enhance our portfolio; (ii) improve our leverage profile; (iii) responsibly resolve contingent legal and/or accrued environmental liabilities on terms and bases deemed to be in the best interest of the Company and its stakeholders; and (iv) return cash to shareholders through regular quarterly dividends. Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced quarterly dividends of $0.25 per share, amounting to approximately $150 million per year, and, on February 14, 2025, we announced our quarterly cash dividend of $0.25 per share for the first quarter of 2025. Under our 2022 Share Repurchase Program, as further discussed in Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities and in "Note 23 – Equity" in this Annual Report on Form 10-K, we have remaining authority to repurchase $441 million of our outstanding common stock, though we do not anticipate additional repurchases under the 2022 Share Repurchase Plan.
Previous wording
We generated $556 million and $755 million in cash flows from our operating activities during the years ended December 31, 2023 and 2022, respectively.
Current wording
We used $633 million in cash flows for our operating activities for the year ended December 31, 2024. Comparatively, we generated $556 million in cash flows from our operating activities during the year ended December 31, 2023. The increase in our operating cash outflows for the year ended December 31, 2024 was primarily attributable to the release of the $592 million of restricted cash and cash equivalents deposited in the qualified settlement fund per the terms of the U.S. public water settlement agreement following Final Judgment, as defined in the U.S. public water settlement agreement, theunwinding of 2023 year end net working capital actions (discussed further in the "Liquidity and Capital Resources" section above) and lower earnings in 2024.
Previous wording
We used $284 million in cash flows from our investing activities during the year ended December 31, 2022. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $307 million, partially offset by cash proceeds of $17 million related to the Beaumont Transaction and $16 million related to the Pascagoula Transaction.
Current wording
We used $353 million in cash flows from our investing activities during the year ended December 31, 2024. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $360 million. For further information related to the capital projects driving our year-over-year decrease in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A.
Previous wording
We used $229 million in cash flows from our investing activities during the year ended December 31, 2023. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $370 million, primarily in growth capital expenditures in our Advanced Performance Materials and Thermal & Specialized Solutions segments, partially offset by cash proceeds of $138 million related to the Glycolic Acid Transaction. For further information related to the capital projects driving our year-over-year increase in purchases of property, plant, and equipment, refer to the “Capital Expenditures” section within this MD&A.
Current wording
We used $229 million in cash flows from our investing activities during the year ended December 31, 2023. Our investing cash outflows were primarily attributable to purchases of property, plant, and equipment amounting to $370 million, primarily in growth capital expenditures in our Advanced Performance Materials and Thermal & Specialized Solutions segments, partially offset by cash proceeds of $138 million related to the Glycolic Acid Transaction.
Previous wording
We generated $172 million in cash flows for our financing activities during the year ended December 31, 2023, which were primarily attributable to $367 million of net proceeds received in connection with the issuance of the New Term Loans. Our cash flows from financing activities also includes $26 million of proceeds received from a customer's financing facility in December 2023 in advance of us meeting revenue recognition criteria with that customer and $9 million of net proceeds received in connection with one of our supplier financing programs, both of which are classified as financing activities based on the characteristics of the transactions. We also used cash for capital allocation activities, resulting in $69 million in purchases of our issued and outstanding common stock under our 2022 Share Repurchase Program and $149 million of cash dividends.
Current wording
We generated $172 million in cash for our financing activities during the year ended December 31, 2023, which were primarily attributable to $367 million of net proceeds received in connection with the issuance of the Term Loans. Our cash flows from financing activities also includes $26 million of proceeds received from a customer's financing facility in December 2023 in advance of us meeting revenue recognition criteria with that customer and $9 million of net proceeds received in connection with one of our supplier financing programs, both of which are classified as financing activities based on the characteristics of the transactions. We also used cash for capital allocation activities, resulting in $69 million in purchases of our issued and outstanding common stock under our 2022 Share Repurchase Program and $149 million of cash dividends.
Previous wording
Restricted cash and restricted cash equivalents of $604 million primarily represents cash and cash equivalents deposited in the qualified settlement fund per the terms of the U.S. public water system settlement agreement, which was classified as a current asset at December 31, 2023 in line with the expected timing of the Final Judgment, as defined in the U.S. public water system settlement agreement. At December 31, 2022, the restricted cash and restricted cash equivalents was classified as a noncurrent asset and includes cash and cash equivalents deposited in an escrow account as per the terms of the MOU entered into with DuPont, Corteva, and EID in January 2021.
Current wording
Restricted cash and restricted cash equivalents decreased by $604 million (or 100%) to $0 million at December 31, 2024, compared with restricted cash and restricted cash equivalents of $604 million at December 31, 2023. The decrease in our restricted cash and restricted cash equivalents was primarily attributable to the release of cash and cash equivalents deposited in the qualified settlement fund per the terms of the U.S. public water system settlement agreement following Final Judgment, as defined in the U.S. public water system settlement agreement. This matter is further discussed in "Note 22 – Commitments and Contingent Liabilities" to the Consolidated Financial Statementsin this Annual Report on Form 10-K.
Previous wording
Our accounts and notes receivable, net decreased by $16 million (or 3%) to $610 million at December 31, 2023, compared with accounts and notes receivable, net of $626 million at December 31, 2022. The decrease in our accounts and notes receivable, net at December 31, 2023 was primarily attributableto the acceleration of receivables collections and lower net sales in the fourth quarter of 2023 when compared to the same period in 2022, and the timing of collections on our receivables under the terms of the MOU, partially offset by decreased utilization of our Securitization Facility.
Current wording
Our accounts and notes receivable, net increased by $160 million (or 26%) to $770 million at December 31, 2024, compared with accounts and notes receivable, net of $610 million at December 31, 2023. The increase in our accounts and notes receivable, net at December 31, 2024 was primarily attributableto the acceleration of receivables collection in the fourth quarter of 2023 that were originally not due to be received until the first quarter of 2024.
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Current report — wording carried from elsewhere
Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Our borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized ratings agencies. On June 3, 2024, Moody's affirmed our Ba3 rating with stable outlook. On April 17, 2024, S&P Global affirmed out BB- credit rating with negative outlook. Our debt ratings could constrain the capital available to us and could limit our access to and/or increase the cost of funding our operation. Further, the decision to refinance our existing debt is based on a number of factors, many of which are beyond our control, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges, including an increase in interest expense as a result of higher interest rates on any new or refinanced borrowings.
Current report — wording carried from elsewhere
As of October 1, 2023, the date of the most recent quantitative impairment test for our Titanium Technologies reporting unit, the estimated fair value was 67% higher than the carrying value of the reporting unit. As of October 1, 2022, the date of the most recent quantitative impairment test for our Thermal & Specialized Solutions reporting unit, the estimated fair value was 335% higher than the carrying value of the reporting unit.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Provision for (Benefit from) Income Taxes