Chemours Co

Previous wording

The following table sets forth our results of operations for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth our results of operations for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Our Titanium Technologies segment’s net sales decreased by $14 million (or 1%) to $1.3 billion for the six months ended June 30, 2025 compared with segment net sales of $1.3 billion for the same period in 2024. The decrease in segment net sales for the six months ended June 30, 2025 was primarily attributable to a decrease in price of 4%, partially offset by a 3% increase in volume.

Current wording

Our net sales decreased by $13 million (or 1%) to $1.5 billion for the three months ended September 30, 2025, compared with net sales of $1.5 billion for the same period in 2024. The decrease in our net sales for the three months ended September 30, 2025 was primarily attributable to a 3% decrease in volume, partially offset by a 1% increase in price and favorable currency movements of 1%. The volume decrease was attributed to our Titanium Technologies and Advanced Performance Materials segments. The price increase was attributed to our Thermal & Specialized Solutions and Advanced Performance Materials segments.

Previous wording

Our net sales increased by $61 million (or 4%) to $1.6 billion for the three months ended June 30, 2025, compared with net sales of $1.6 billion for the same period in 2024. The increase in our net sales for the three months ended June 30, 2025 was primarily attributable to a 3% increase in volume and a 1% increase in price. The volume increase was attributed to our Thermal & Specialized Solutions segment. The increase in price was attributed to our Thermal & Specialized Solutions and Advanced Performance Materials segments.

Current wording

Our net sales increased by $55 million (or 1%) to $4.5 billion for the nine months ended September 30, 2025, compared with net sales of $4.4 billion for the same period in 2024. The increase in our net sales for the nine months ended September 30, 2025 was primarily attributable to a 2% increase in volume, partially offset by a 1% decrease in price. The volume increase was attributed to our Thermal & Specialized Solutions and Titanium Technologies segments. The price decrease was attributed to our Titanium Technologies segment.

Previous wording

Our cost of goods sold (“COGS”) increased by $91 million (or 7%) and $146 million (or 6%) to $1.3 billion and $2.5 billion for the three and six months ended June 30, 2025, respectively, compared with COGS of $1.2 billion and $2.3 billion for the same periods in 2024. The increase in our COGS for the three and six months ended June 30, 2025 was primarily attributable to higher raw materials costs.

Current wording

Our cost of goods sold (“COGS”) increased by $40 million (or 3%) and $186 million (or 5%) to $1.3 billion and $3.7 billion for the three and nine months ended September 30, 2025, respectively, compared with COGS of $1.2 billion and $3.5 billion for the same periods in 2024. The increase in our COGS for the three and nine months ended September 30, 2025 was primarily attributable to higher raw materials costs.

Previous wording

Our selling, general, and administrative (“SG&A”) expense increased by $283 million (or over 100%) and $268 million (or 92%) to $437 million and $560 million for the three and six months ended June 30, 2025, respectively, compared with SG&A expense of $154 million and $292 million for the same periods in 2024. The increase in our SG&A expense for the three and six months ended June 30, 2025 was primarily attributable to litigation-related charges of $257 million associated with the settlement agreement with the State of New Jersey (as described further in "Note 16– Commitments and Contingent Liabilities to the Interim Consolidated Financial Statements), partially offset by lower costs incurred related to the Audit Committee internal review process and lower third-party costs related to the Titanium Technologies Transformation Plan.

Current wording

Our selling, general, and administrative (“SG&A”) expense decreased by $28 million (or 20%) and increased by $241 million (or 56%) to $109 million and $669 million for the three and nine months ended September 30, 2025, respectively, compared with SG&A expense of $137 million and $428 million for the same periods in 2024. The decrease in our SG&A expense for the three months ended September 30, 2025 was primarily attributable to lower legacy legal costs relative to the third quarter of 2024. The increase in our SG&A expense for the nine months ended September 30, 2025 was primarily attributable to litigation-related charges of $263 million associated with the settlement agreement with the State of New Jersey (as described further in "Note 17– Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements), partially offset by lower costs incurred related to the Audit Committee internal review process and lower third-party costs related to the Titanium Technologies Transformation Plan.

Previous wording

Our research and development (“R&D”) expense was largely unchanged at $28 million and $55 million for the three and six months ended June 30, 2025, respectively, compared with R&D expense of $26 million and $53 million for the same periods in 2024.

Current wording

Our research and development (“R&D”) expense was largely unchanged at $26 million and $81 million for the three and nine months ended September 30, 2025, respectively, compared with R&D expense of $29 million and $83 million for the same periods in 2024.

Previous wording

Our restructuring, asset-related, and other charges increased by $15 million (or over 100%) and $44 million (or over 100%) to $18 million and $51 million for the three and six months ended June 30, 2025, respectively, compared with restructuring, asset-related, and other charges of $3 million and $7 million for the same periods in 2024. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2025 were attributable to $17 million and $45 million, respectively, of charges related to our decision to exit our SPS Capstone TM business, along with $1 million and $5 million, respectively, of decommissioning and other charges related to the Titanium Technologies Transformation Program. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2024 were primarily attributable to $4 million and $9 million, respectively, of decommissioning and other charges related to the Titanium Technologies Transformation Plan.

Current wording

Our restructuring, asset-related, and other charges decreased by $41 million (or 91%) and increased by $3 million (or 6%) to $4 million and $55 million for the three and nine months ended September 30, 2025, respectively, compared with restructuring, asset-related, and other charges of $45 million and $52 million for the same periods in 2024. Our restructuring, asset-related, and other charges for the three and nine months ended September 30, 2025 were primarily attributable to $4 million and $48 million, respectively, of charges related to the exit of our SPS Capstone™ business. During the nine months ended September 30, 2025, we also recorded $6 million of decommissioning and other charges related to the Titanium Technologies Transformation Plan.

Previous wording

Our equity in earnings of affiliates decreased by $2 million (or 18%) and $6 million (or 26%) to $9 million and $17 million for the three and six months ended June 30, 2025, respectively, compared with equity in earnings of affiliates of $11 million and $23 million for the same periods in 2024. The decrease in our equity in earnings of affiliates for the three and six months ended June 30, 2025 was primarily attributable to lower demand in the region where our investees operate.

Current wording

Our equity in earnings of affiliates decreased by $2 million (or 18%) and $7 million (or 21%) to $9 million and $27 million for the three and nine months ended September 30, 2025, respectively, compared with equity in earnings of affiliates of $11 million and $34 million for the same periods in 2024. The decrease in our equity in earnings of affiliates for the three and nine months ended September 30, 2025 was primarily attributable to lower demand in the region where our investees operate.

Previous wording

Our interest expense, net increased by $1 million (or 2%) and $5 million (or 4%) to $67 million and $133 million for the three and six months ended June 30, 2025, respectively compared with interest expense, net of $66 million and $128 million for the same periods in 2024. The increase in our interest expense, net for the three and six months ended June 30, 2025 was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following the issuance of the 2033 Notes in November 2024.

Current wording

Our interest expense, net was flat at $68 million for the three months ended September 30, 2025 and 2024, and increased by $5 million (or 3%) to $201 million for the nine months ended September 30, 2025, compared with interest expense, net of $196 million for the same period in 2024. The increase in our interest expense, net for the nine months ended September 30, 2025 was primarily attributable to higher interest rates on our variable rate debt and higher debt principal following the issuance of the 2033 Notes in November 2024.

Previous wording

Our other income, net increased by $3 million (or over 100%) and $3 million (or over 100%) to $2 million and $6 million for the three and six months ended June 30, 2025, respectively, compared with other expense, net of $1 million and other income, net of $3 million for the same periods in 2024. The increase in our other income, net for the three months ended June 30, 2025 was primarily attributable to favorable changes in net exchange gains and losses. The increase in our other income, net for the six months ended June 30, 2025 was primarily attributable to an increase in royalty income.

Current wording

Our other income, net increased by $10 million (or over 100%) and $13 million (or over 100%) to $16 million and $23 million for the three and nine months ended September 30, 2025, respectively, compared with other income, net of $6 million and $10 million for the same periods in 2024. The increase in our other income, net for the three and nine months ended September 30, 2025 was primarily attributable to the gain on sale of $7 million related to certain parcels of land at our manufacturing site in Kuan Yin, Taiwan (as further described in "Note 9 – Property, Plant and Equipment, Net" to the Interim Consolidated Financial Statements).

Previous wording

We had a provision for income taxes of $119 million and $9 million forthe three months ended June 30, 2025 and 2024, respectively, which represented effective tax rates of (46)% and 13%, respectively. The $110 million increase in our provision for income taxes for the three months ended June 30, 2025 was primarily attributable to $169 million tax expense to record a valuation allowance against our deferred tax asset for U.S. federal and state interest carryforwards, partially offset by a $66 million tax benefit related to environmental and litigation reserve, both recorded during the quarter. We continue to record any changes and impacts of the Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules ("Pillar Two") in the quarter, which was overall not material to our effective tax rate.

Current wording

We had a provision for income taxes of $114 million and $25 million for the nine months ended September 30, 2025 and 2024, respectively, which represented effective tax rates of (54)% and 24%, respectively. The $89 million increase in our provision for income taxes for the nine months ended September 30, 2025 was primarily attributable to $148 million tax expense to record a valuation allowance against our deferred tax asset for U.S. federal and state interest carryforwards, partially offset by a $70 million tax benefit related to environmental and litigation reserve, both recorded during the nine months ended September 30, 2025. Our provision for income taxes for the nine months ended September 30, 2024 included $10 million of income tax benefit related to the 2024 Restructuring Program.

Previous wording

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “Tax Act”), which includes significant changes to various tax provisions previously enacted by the Tax Cuts and Jobs Act of 2017 (“TCJA”). The Tax Act makes permanent extension of certain expiring provisions of TCJA, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. While the legislation was enacted in 2025, the Tax Act has multiple effective dates, with certain provisions effective in 2025 and others effective in future tax years. We are still assessing the full impact of the Tax Act on our consolidated financial statements; however, we expect that a portion of the valuation allowance recorded in this quarter will be released in the third quarter due to some of the Tax Act's favorable changes to interest expense limitations for 2025.

Current wording

On July 4, 2025, the U.S. government enacted the “Tax Act, which includes significant changes to various tax provisions previously enacted by the Tax Cuts and Jobs Act of 2017 (“TCJA”). The Tax Act makes permanent extension of certain expiring provisions of TCJA, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. While we have incorporated the impacts of provisions with 2025 effective dates into our provision for income taxes for the quarter, we continue to evaluate the impact of the Tax Act for future tax years, notably with respect to interest expense deductibility and U.S. taxation of earnings by our non-US subsidiaries.

Previous wording

A reconciliation of Segment Adjusted EBITDA to our consolidated income before income taxes for the three and six months ended June 30, 2025 and 2024 is included in “Note 22 – Segment Information” to the Interim Consolidated Financial Statements.

Current wording

A reconciliation of Segment Adjusted EBITDA to our consolidated income before income taxes for the three and nine months ended September 30, 2025 and 2024 is included in “Note 23 – Segment Information” to the Interim Consolidated Financial Statements.

Previous wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Our Thermal & Specialized Solutions segment’s net sales increased by $78 million (or 15%) to $597 million for the three months ended June 30, 2025, compared with segment net sales of $519 million for the same period in 2024. The increase in segment net sales for the three months ended June 30, 2025 was primarily attributable to an 11% increase in volume and a 4% increase in price. The increase in volume was primarily attributable to stronger demand for Opteon TM Refrigerant blends in connection with the stationary air conditioning ("AC") transition to low global warming potential refrigerants under the U.S. AIM Act, partially offset by lower volumes for Freon TM Refrigerant products in connection with the U.S. AIM Act regulatory transition. The increase in prices was primarily related to stronger Opteon TM Refrigerant aftermarket demand portfolio pricing.

Current wording

Our Thermal & Specialized Solutions segment’s net sales increased by $92 million (or 20%) to $560 million for the three months ended September 30, 2025, compared with segment net sales of $468 million for the same period in 2024. The increase in segment net sales for the three months ended September 30, 2025 was primarily attributable to an 11% increase in price and 8% increase in volume. Favorable currency movements added a 1% tailwind to the segment's net sales for the three months ended September 30, 2025 compared to the same period of the prior year. The increase in price was primarily related to stronger Opteon TM Refrigerant aftermarket demand. The increase in volume was primarily attributable to stronger demand for Opteon TM Refrigerant blends in connection with the stationary air conditioning ("AC") transition to low global warming potential refrigerants under the U.S. AIM Act, partially offset by lower volumes for Freon TM Refrigerant products in connection with this regulatory transition.

Previous wording

Our Advanced Performance Materials segment’s net sales decreased by $8 million (or 1%) to $639 million for the six months ended June 30, 2025, compared with segment net sales of $647 million for the same period in 2024. The decrease in segment net sales for the six months ended June 30, 2025 was primarily attributable to a 3% decrease in volume, as well as unfavorable currency movements adding a 1% headwind to the segment’s net sales as compared to the same period in the prior year, partially offset by a 3% increase in price. Price increases were primarily driven by the same factors discussed in the preceding paragraph, as well as unfavorable currency movements adding a 1% headwind to the segment's net sales in the same period of the prior year.

Current wording

Our Thermal & Specialized Solutions segment’s net sales increased by $181 million (or 13%) to $1.6 billion for the nine months ended September 30, 2025, compared with segment net sales of $1.4 billion for the same period in 2024. The increase in segment net sales for the nine months ended September 30, 2025 was primarily attributable to a 10% increase in volume and a 3% increase in price. The increases in price and volume were primarily driven by the same factors discussed in the preceding paragraph.

Previous wording

For the three months ended June 30, 2025, Segment Adjusted EBITDA increased by $47 million (or 29%) to $207 million and Adjusted EBITDA margin increased by approximately 400 basis points to 35%, compared with Segment Adjusted EBITDA of $160 million and Adjusted EBITDA margin of 31% for the same period in 2024. For the six months ended June 30, 2025, Segment Adjusted EBITDA increased by $38 million (or 12%) to $348 million and Adjusted EBITDA margin increased by approximately 100 basis points to 33%, compared with Segment Adjusted EBITDA of $310 million and Adjusted EBITDA margin of 32% for the same period in 2024. The increases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended June 30, 2025 were primarily attributable to the aforementioned increase in both price and volumes as a result of higher demand within the Opteon TM Refrigerant blends products in connection with the stationary AC regulatory transition, more than offsetting the limited input cost headwinds. The increases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the six months ended June 30, 2025 were primarily attributable to the aforementioned increase in volume as a result of higher demand within the Opteon TM Refrigerant portfolio as mentioned above, partially offset by the minor input costs headwinds, as well as also partially offset by a decrease in price as a result of declines in the Freon TM Refrigerant portfolio in connection with the step downs under the AIM Act and EU F-Gas regulations.

Current wording

For the three months ended September 30, 2025, Segment Adjusted EBITDA increased by $55 million (or 40%) to $194 million and Adjusted EBITDA margin increased by approximately 500 basis points to 35%, compared with Segment Adjusted EBITDA of $139 million and Adjusted EBITDA margin of 30% for the same period in 2024. For the nine months ended September 30, 2025, Segment Adjusted EBITDA increased by $93 million (or 21%) to $542 million and Adjusted EBITDA margin increased by approximately 200 basis points to 33%, compared with Segment Adjusted EBITDA of $449 million and Adjusted EBITDA margin of 31% for the same period in 2024. The increases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2025 were primarily attributable to the aforementioned increase in both price and volumes as a result of higher demand within the Opteon TM Refrigerant blends products in connection with both the aftermarket demand and the stationary AC regulatory transition, more than offsetting the input cost headwinds. The increases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the nine months ended September 30, 2025 were primarily attributable to the aforementioned increase in volume as a result of higher demand within the Opteon TM Refrigerant portfolio as mentioned above, partially offset by the input costs headwinds, as well as also partially offset by a decrease in price in the Freon TM Refrigerant portfolio in connection with the step downs under the AIM Act and EU F-Gas regulations.

Previous wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and nine months ended September 30, 2025 and 2024.

Previous wording

For the three months ended June 30, 2025 Segment Adjusted EBITDA decreased by $36 million (or 43%) to $47 million and Adjusted EBITDA margin decreased by approximately 500 basis points to 7%, compared with Segment Adjusted EBITDA of $83 million and Adjusted EBITDA margin of 12% for the same period in 2024. For the six months ended June 30, 2025, Segment Adjusted EBITDA decreased by $55 million (or 36%) to $97 million and Adjusted EBITDA margin decreased by approximately 400 basis points to 8%, compared with Segment Adjusted EBITDA of $152 million and Adjusted EBITDA margin of 12% for the same period in 2024. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended June 30, 2025 were primarily attributable to the aforementioned decrease in price as well as operational headwinds in the second quarter that caused higher input and operational costs. These disruptions were primarily caused by a rail line service interruption impacting feedstock mix and other limited operational issues. In order to fulfill customer orders, due to this rail line interruption, we elected to consume higher-cost ore feedstock, which resulted in incremental costs of $15 million in the second quarter. The net costs associated with other one-time operational disruptions were $8 million for the quarter. These factors for the second quarter were partially offset by the favorable currency movements. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the six months ended June 30, 2025 were primarily attributable to the aforementioned decrease in price, with operational disruptions primarily related to both cold weather downtime that took place in the first quarter as well as the other operational headwinds mentioned above that took place in the second quarter, partially offset by continued cost savings.

Current wording

For the three months ended September 30, 2025 Segment Adjusted EBITDA decreased by $53 million (or 68%) to $25 million and Adjusted EBITDA margin decreased by approximately 800 basis points to 4%, compared with Segment Adjusted EBITDA of $78 million and Adjusted EBITDA margin of 12% for the same period in 2024. For the nine months ended September 30, 2025, Segment Adjusted EBITDA decreased by $109 million (or 47%) to $122 million and Adjusted EBITDA margin decreased by approximately 500 basis points to 7%, compared with Segment Adjusted EBITDA of $231 million and Adjusted EBITDA margin of 12% for the same period in 2024. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2025 were primarily attributable to the aforementioned decrease in price paired with operational disruption costs of approximately $11 million. The decreases in Segment Adjusted EBITDA and Adjusted EBITDA margin for the nine months ended September 30, 2025 were primarily attributable to the aforementioned decrease in price, along with operational disruption costs, including the previously disclosed impacts from cold weather downtime and rail line service interruption. These operational headwinds were partially offset by continued cost savings under the Titanium Technologies Transformation Plan.

Previous wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Our Advanced Performance Materials segment’s net sales increased by $1 million (or less than 1%) to $346 million for the three months ended June 30, 2025, compared with segment net sales of $345 million for the same period in 2024. The increase in segment net sales for the three months ended June 30, 2025 was primarily attributable to an increase in price of 6%, partially offset by a 6% decrease in volume. Price increases were primarily driven by stronger pricing in high-value applications as well as pricing opportunities associated with the exit of the SPS Capstone™ product line, partially offset by a decrease in volume primarily driven by weakness in cyclical end markets impacting Advanced Materials and products serving hydrogen markets under Performance Solutions.

Current wording

Our Advanced Performance Materials segment’s net sales decreased by $50 million (or 5%) to $951 million for the nine months ended September 30, 2025, compared with segment net sales of $1 billion for the same period in 2024. The decrease in segment net sales for the nine months ended September 30, 2025 was primarily attributable to an 8% decrease in volume, partially offset by a 3% increase in price. The decrease in volume was primarily driven by operational impacts as discussed in the preceding paragraph. The increase in price was primarily driven by stronger pricing in high-value applications as well as pricing opportunities in the second and third quarter associated with the exit of the SPS Capstone™ product line.

Previous wording

Corporate and Other costs decreased by $24 million (or 31%) and $22 million (or 17%) to $53 million and $110 million for the three and six months ended June 30, 2025, compared with Corporate and Other costs of $77 million and $132 million for the same periods in 2024. The decrease in Corporate and Other costs for the three and six months ended June 30, 2025 was primarily attributable to lower costs associated with the Audit Committee Internal Review.

Current wording

Corporate and Other costs decreased by $15 million (or 28%) and $37 million (or 20%) to $38 million and $148 million for the three and nine months ended September 30, 2025, compared with Corporate and Other costs of $53 million and $185 million for the same periods in 2024. The decrease in Corporate and Other costs for the three months ended September 30, 2025 was primarily attributable to lower legacy legal costs relative to the prior year third quarter. The decrease in Corporate and Other costs for the nine months ended September 30, 2025 was primarily attributable to lower costs associated with the Audit Committee Internal Review.

Previous wording

The following table sets forth our corporate and unallocated items for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth our corporate and unallocated items for the three and nine months ended September 30, 2025 and 2024.

Previous wording

As part of our decision to exit its SPS Capstone TM business, we incurred accelerated depreciation charges of $12 million and $23 million during the three and six months ended June 30, 2025, respectively, which are included within the "Depreciation and amortization" caption above, and therefore are not included as separate adjustment within this caption.

Current wording

As part of our decision to exit our SPS Capstone TM business, we incurred accelerated depreciation charges of $23 million during the nine months ended September 30, 2025, which are included within the "Depreciation and amortization" caption above, and therefore are not included as separate adjustment within this caption.

Previous wording

For the three and six months ended June 30, 2025, inventory write-offs represents the write-off of certain inventories from the SPS Capstone TM business, which was not allocated in the measurement of Advanced Performance Materials segment profitability used by the CODM.

Current wording

For the three and nine months ended September 30, 2025, inventory write-offs represents the write-off of certain inventories from the SPS Capstone TM business, which was not allocated in the measurement of Advanced Performance Materials segment profitability used by the CODM.

Previous wording

For the six months ended June 30, 2025, transaction costs includes $1 million of third-party costs related to the Titanium Technologies Transformation Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM. For the three and six months ended June 30, 2024, transaction costs includes $6 million and $11 million, respectively, of third-party costs related to the Titanium Technologies Transformation Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.

Current wording

For the nine months ended September 30, 2025, transaction costs includes $1 million of third-party costs related to the Titanium Technologies Transformation Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM. For the three and nine months ended September 30, 2024, transaction costs includes $3 million and $15 million, respectively, of third-party costs related to the Titanium Technologies Transformation Plan, which were not allocated in the measurement of Titanium Technologies segment profitability used by the CODM.

Previous wording

Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the three and six months ended June 30, 2025, litigation-related charges includes $257 million related to our portion of Chemours, DuPont, Corteva, EID and the State of New Jersey’s settlement agreement reached in August 2025, $16 million of third-party legal fees directly related to the New Jersey settlement agreement, $14 million related to our portion of Chemours and EID’s settlement agreement to resolve the Hoosick Falls class action lawsuit, and $12 million related to reserves for asbestos and production liability matters arising from an EID subsidiary, Sporting Goods Properties, Inc.

Current wording

Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the nine months ended September 30, 2025, litigation-related charges includes $263 million related to our portion of Chemours, DuPont, Corteva, EID and the State of New Jersey’s settlement agreement reached in August 2025, $12 million of third-party legal fees directly related to the New Jersey settlement agreement, $14 million related to our portion of Chemours and EID’s settlement agreement to resolve the Hoosick Falls class action lawsuit, and $14 million related to reserves for asbestos and production liability matters arising from an EID subsidiary, Sporting Goods Properties, Inc.. For the three and nine months ended September 30, 2024, litigation-related charges includes $26 million and $32 million, respectively, of benefits from insurance recoveries, along with the $29 million accrual associated with the Ohio MDL.

Previous wording

Environmental charges pertains to management's assessment of estimated liabilities associated with certain remediation expenses at various sites. For the three and six months ended June 30, 2025, environmental charges includes changes in remediation reserves at the four sites covered by the New Jersey settlement agreement.

Current wording

Environmental charges pertains to our assessment of estimated liabilities associated with certain remediation expenses at various sites. For the nine months ended September 30, 2025, environmental charges primarily includes changes in remediation reserves at the four sites covered by the New Jersey settlement agreement.

Previous wording

At June 30, 2025, we had total unrestricted cash and cash equivalents of $502 million, of which $327 million was held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of June 30, 2025 was $954 million, net of $46 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 June 30, 2025, 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 in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

At September 30, 2025, we had total unrestricted cash and cash equivalents of $613 million, of which $426 million was held by our foreign subsidiaries. The availability under our Revolving Credit Facility as of September 30, 2025 was $953 million, net of $47 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 September 30, 2025, 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 in our Annual Report on Form 10-K for the year ended December 31, 2024.

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. During the three months ended June 30, 2025 and 2024, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $133 million and $111 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. For the six months ended June 30, 2025 and 2024, we accelerated the collection of approximately $226 million and $128 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. See “Note 7 – Accounts and Notes Receivable, Net” to the Interim Consolidated Financial Statementsfor further details regarding our 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 three months ended September 30, 2025 and 2024, we utilized various customer facilitated supply chain financing facilities to accelerate the collection of $39 million and $40 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. For the nine months ended September 30, 2025 and 2024, we accelerated the collection of approximately $265 million and $168 million, respectively, of our accounts receivable, incurring an immaterial discount amount for both periods. See “Note 7 – Accounts and Notes Receivable, Net” to the Interim Consolidated Financial Statementsfor further details regarding our supplier financing programs.

Previous wording

A substantial majority of the $327 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at June 30, 2025, 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 six months ended June 30, 2025, we received approximately $23 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 in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

A substantial majority of the $426 million of unrestricted cash and cash equivalents held by our foreign subsidiaries at September 30, 2025, 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 nine months ended September 30, 2025, we received approximately $13 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 in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 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 June 30, 2025, our consolidated balance sheets include $605 million for environmental remediation liabilities, of which $102 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $102 million, $55 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 $1.4 billion is available after consideration of the funding of the payment to the State of Ohio, and supplemental payment to the State of Delaware, and the net present value of the scheduled settlement payments per the terms of the settlement agreement with the State of New Jersey, described further below. Any PFAS-related insurance recoveries, as received, will increase the future amount available under the MOU. The $1.4 billion available amount above does not include any potential future insurance proceeds not yet received under noticed insurance policies, which have policy limits that total $750 million. Refer to the “Environmental Matters” section within this MD&A for the anticipated environmental remediation payments over the next three years. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim Cons olidated 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 September 30, 2025, our consolidated balance sheets include $609 million for environmental remediation liabilities, of which $107 million was classified as current, and a portion is subject to recovery under the MOU. Of the current environmental liabilities of $107 million, $56 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 $1.35 billion is available after consideration of the funding of the payment to the State of Ohio, and supplemental payment to the State of Delaware, and the net present value of the scheduled settlement payments per the terms of the settlement agreement with the State of New Jersey, described further below. Any PFAS-related insurance recoveries, as received, will increase the future amount available under the MOU. The $1.35 billion available amount above does not include any potential future insurance proceeds not yet received under noticed insurance policies, which have policy limits that total $750 million. Refer to the “Environmental Matters” section within this MD&A for the anticipated environmental remediation payments over the next three years. Refer to “Note 17 – Commitments and Contingent Liabilities” to the Interim Cons olidated 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 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 June 30, 2025 and December 31, 2024, we had $50 million deposited into the escrow account. The next escrow payment of $50 million was expected to be made on or before September 30, 2025 and the following payments are expected on or before September 30 of each subsequent year through and including 2028. Pursuant to the terms of the PFAS Insurance Proceeds Memorandum of Understanding ("PFAS Insurance MOU"), the parties agree to suspend the obligation of each of the parties to fund the $50 million MOU payments due by September 30, 2025, and that our future MOU funding requirements will be reduced by amounts released from the insurance proceeds escrow to fund the New Jersey settlement. 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 16 – Commitments and Contingent Liabilities” to the Interim 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. The next escrow payment of $50 million was expected to be made on or before September 30, 2025 and the following payments are expected on or before September 30 of each subsequent year through and including 2028. Pursuant to the terms of the PFAS Insurance Proceeds Memorandum of Understanding ("PFAS Insurance MOU"), the parties agreed to suspend the obligation of each of the parties to fund the $50 million MOU payments due by September 30, 2025, and that our future MOU funding requirements will be reduced by amounts released from the insurance proceeds escrow to fund the New Jersey settlement. As such, at September 30, 2025 and December 31, 2024, we had $50 million deposited into the escrow account. 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 17 – Commitments and Contingent Liabilities” to the Interim 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 2025. In June 2025, EID and Chemours reached an agreement in principle to resolve the Hoosick Falls class action lawsuit. Our portion of the total settlement in accordance with the MOU is $13.5 million with $11 million expected to be paid within the next 12 months and the remaining $2.5 million paid in five installments annually. In August 2025, Chemours, Chemours FC LLC, Corteva, EID, DuPont and DuPont Specialty Products (collectively, “the NJ Settling Companies”), and the State of New Jersey agreed to a Judicial Consent Order (“JCO”) on terms consistent with the recommended settlement agreement. Under the JCO, the Companies will make scheduled annual settlement payments totaling $875 million over a 25-year period. Our portion of the scheduled annual settlement payments is $257 million on a net present value basis. We expect that the $150 million consideration pursuant to the PFAS Insurance MOU as well as the $50 million restricted cash in the MOU escrow account will fully fund our New Jersey settlement payment obligations through at least 2030. We have accrued litigation of $497 million at June 30, 2025, which is inclusive of settlement agreements with Ohio, Delaware, New Jersey, and the Hoosick Falls class action lawsuit, of which $203 million is classified as current. Refer to “Note 16 – Commitments and Contingent Liabilities” to the Interim 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 of the supplemental payment to the State of Delaware for $13 million. We expect to pay the amounts related to the State of Ohio in the fourth quarter of 2025 and the amounts related to the State of Delaware in the first half of 2026. In June 2025, EID and Chemours reached an agreement in principle to resolve the Hoosick Falls class action lawsuit. Our portion of the total settlement in accordance with the MOU is $13.5 million with $11 million expected to be paid within the next 12 months and the remaining $2.5 million paid in five installments annually. In August 2025, Chemours, Chemours FC LLC, Corteva, EID, DuPont and DuPont Specialty Products (collectively, “the NJ Settling Companies”), and the State of New Jersey agreed to a Judicial Consent Order (“JCO”) on terms consistent with the recommended settlement agreement. Under the JCO, the Companies will make scheduled annual settlement payments totaling $875 million over a 25-year period. Our portion of the scheduled annual settlement payments is $263 million as of September 30, 2025 on a net present value basis. We expect that the $150 million consideration pursuant to the PFAS Insurance MOU as well as the $50 million restricted cash in the MOU escrow account will fully fund our New Jersey settlement payment obligations through at least 2030. We have accrued litigation of $506 million at September 30, 2025, which is inclusive of settlement agreements with Ohio, Delaware, New Jersey, and the Hoosick Falls class action lawsuit, of which $207 million is classified as current. Refer to “Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statementsfor further discussion.

Previous wording

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing activities for the six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024.

Previous wording

We used $19 million and $910 million in cash flows for our operating activities during the six months ended June 30, 2025 and 2024, respectively. The decrease in our operating cash outflows was primarily attributable to the release of the $592 million of restricted cash and restricted 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 settlement agreement, along with the unwinding of year-end 2023 net working capital actions, both of which had an unfavorable cash flow impact on the six months ended June 30, 2024. The decrease in our operating cash outflows was partially offset by lower earnings in the six months ended June 30, 2025 compared to the same period in 2024.

Current wording

We generated $127 million in cash flows from our operating activities during the nine months ended September 30, 2025. Comparatively, we used $771 million in cash flows for our operating activities during the nine months ended September 30, 2024. The increase in our operating cash inflows was primarily attributable to the release of the $592 million of restricted cash and restricted 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 settlement agreement, along with the unwinding of year-end 2023 net working capital actions, both of which had an unfavorable cash flow impact on the nine months ended September 30, 2024.

Previous wording

We used $128 million and $171 million in cash flows for our investing activities during the six months ended June 30, 2025 and 2024, respectively which were primarily attributable to purchases of property, plant, and equipment amounting to $127 million and $175 million, respectively.

Current wording

We used $163 million and $246 million in cash flows for our investing activities during the nine months ended September 30, 2025 and 2024, respectively which were primarily attributable to purchases of property, plant, and equipment amounting to $168 million and $251 million, respectively.

Previous wording

We used $84 million in cash flows for our financing activities during the six months ended June 30, 2025 which were primarily attributable to our capital allocation activities, resulting in $50 million of cash dividends, along with $16 million of net debt repayments.

Current wording

We used $89 million in cash flows for our financing activities during the nine months ended September 30, 2025 which were primarily attributable to our capital allocation activities, resulting in $63 million of cash dividends, along with $24 million of net debt repayments.

Previous wording

We used $94 million in cash flows for our financing activities during the six months ended June 30, 2024 which were primarily attributable to our capital allocation activities, resulting in $74 million of cash dividends and $14 million of net payments in connection with one of our supplier financing programs.

Current wording

We used $121 million in cash flows for our financing activities during the nine months ended September 30, 2024 which were primarily attributable to our capital allocation activities, resulting in $112 million of cash dividends and $13 million of net payments in connection with one of our supplier financing programs.

Previous wording

Our accounts and notes receivable, net increased by $189 million (or 25%) to $959 million at June 30, 2025, compared with accounts and notes receivable, net of $770 million at December 31, 2024. The increase in our accounts and notes receivable, net at June 30, 2025 was primarily attributable to higher sales in the second quarter of 2025 driving higher receivables when compared to the fourth quarter of 2024, partially offset by higher usage of our Accounts Receivable Securitization facility.

Current wording

Our accounts and notes receivable, net increased by $177 million (or 23%) to $947 million at September 30, 2025, compared with accounts and notes receivable, net of $770 million at December 31, 2024. The increase in our accounts and notes receivable, net at September 30, 2025 was primarily attributable to higher sales in the third quarter of 2025 driving higher receivables when compared to the fourth quarter of 2024, partially offset by higher usage of our accounts receivable securitization facility.