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CC

Chemours Co
NYSE · MATERIALS · CHEMICALS & ALLIED PRODUCTS
12.81
−0.22 −1.69%
USD · close Oct 23

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MKT CAP $1.9BP/E —DIV YIELD 2.73%FCF YIELD 11.31%REV TTM $5.8B −0.9%NET INCOME −$304MNET DEBT $2.9B52W 10.48 – 27.94SEC XBRL · TTM TO Invalid Date

How CC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
38%
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Added
749
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Dropped
772
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Length
+483
words, now 62,007

New in FY2025

  • Recent Developments Sale of Former Taiwan Titanium Technologies Site In January 2026, we, through our subsidiary, The Chemours (Taiwan) Company Limited, entered into the Purchase Agreements with four entities affiliated with each other: Century Wind Power Co., Ltd., Century Iron and Steel Industrial Co., Ltd., Century Huaxin Wind Energy Co., Ltd. and Mr.
  • Lai Wen-Hsiang, to sell ten parcels of land in Kuan Yin, Taiwan, for a total purchase price of approximately $360 million.
  • We anticipate that the sale of the Property will be completed through one or more closings, which are expected to occur by mid-year 2026, subject to the satisfaction of certain closing conditions set forth in the Purchase Agreements and local regulatory approval, inclusive of environmental conditions.
  • We intend to use the cash proceeds from the sale of the Property to reduce the Company’s debt obligations.
  • Washington Works Operational Disruption In January 2026, our Washington Works site experienced a disruption that necessitated a temporary shutdown, limiting our capacity at this key manufacturing facility in our Advanced Performance Materials business.
  • This event was traced to equipment affected by a local utility service outage in August of 2025, which is integral to our fluoropolymer supply chain and involves complex chemical processing technology.
  • Although operations have resumed, the unplanned outage coincided with challenging winter weather, resulting in delays to the restart.
  • This unplanned outage is expected to have a negative earnings impact of $20 million to $25 million for APM in the first quarter of 2026.
  • The Chemours Company Titanium Technologies Updates As part of our Portfolio Management pillar of our Pathway to Thrive Strategy, in January 2026, we made the strategic decision to temporarily idle one of our mines located in northern Florida and transition to a third-party earth-moving contractor.
  • This revised approach is expected to support our overall cost efforts and promote improved cash generation.
  • Also in our Titanium Technologies business, in February 2026, we welcomed Michael Foley as the new business president.
  • Amendment to Amended and Restated Credit Agreement On October 15, 2025, we entered into Amendment No. 4 (the “Fourth Amendment”) among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amends the Credit Agreement.
  • The Fourth Amendment extended the maturity date of our $1,050 million senior secured U.S.
  • Dollar Term Loan from August 18, 2028 to October 15, 2032 .
  • The Fourth Amendment also changed the applicable margin in respect of the Dollar Term Loan to, at our election, adjusted Term Secured Overnight Financing Rate ("SOFR") + 3.50% or adjusted base rate plus 2.50%.
  • European Accounts Receivable Factoring Arrangement On October 13, 2025, we entered into a Receivables Purchase Agreement (the "Purchase Agreement") with BNP Paribas Factor GmbH (“BNP”).
  • Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, certain subsidiaries of the Company agreed to offer for sale and to sell, and BNP agreed to purchase, certain eligible receivables and related rights in an amount of up to an aggregate outstanding balance of €180 million.
  • The initial term of the Purchase Agreement extends through October 31, 2026 and will be automatically extended for one-year period, unless earlier terminated in accordance with the terms of the Purchase Agreement.
  • Tariffs The chemicals sector has been and continues to be impacted by changes in U.S. and foreign trade policies, particularly the introduction and adjustment of tariffs by the United States as well as foreign retaliatory tariffs.
  • We actively monitor changes and adjust our operations accordingly to enhance supply chain flexibility, including taking certain pricing actions and evaluating opportunities to source products not directly impacted by existing or potential tariffs.
  • The long-term impact of tariffs, including potential changes to existing tariffs or the imposition of further retaliatory trade measures, on our business, financial condition and results of operations remains uncertain.
  • The Chemours Company Results of Operations and Business Highlights Results of Operations The following table sets forth our results of operations for the years ended December 31, 2025 and 2024.
  • Year Ended December 31, (Dollars in millions, except per share amounts) 2025 2024 Net sales $ 5,808 $ 5,782 Cost of goods sold 4,906 4,640 Gross profit 1,142 Selling, general, and administrative expense Research and development expense Restructuring, asset-related, and other charges Goodwill impairment charge — Total other operating expenses Equity in earnings of affiliates Interest expense, net (269 ) (263 ) Loss on extinguishment of debt (5 ) (1 ) Other income, net (Loss) income before income taxes (277 ) Provision for income taxes Net (loss) income (386 ) Less: Net income attributable to non-controlling interests — — Net (loss) income attributable to Chemours $ (386 ) $ Per share data Basic (loss) earnings per share of common stock $ (2.57 ) $ 0.46 Diluted (loss) earnings per share of common stock (2.57 ) 0.46 Net Sales The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the year ended December 31, 2025.
  • Change in net sales from prior period Year Ended December 31, 2025 Price — % Volume — % Currency — % Portfolio — % Total change in net sales — % Our net sales increased by $26 million (or 0%) to $5.8 billion for the year ended December 31, 2025, compared with net sales of $5.8 billion for the same period in 2024.
  • The increase in our net sales for the year ended December 31, 2025 was primarily attributable to a $236 million increase in our Thermal & Specialized Solutions segment net sales, partially offset by a $143 million and $63 million decrease in our Titanium Technologies and Advance Performance Materials segment net sales, respectively.
  • Cost of Goods Sold Our cost of goods sold (“COGS”) increased by $266 million (or 6%) to $4.9 billion for the year ended December 31, 2025, compared with COGS of $4.6 billion for the same period in 2024.
  • The increase in our COGS for the year ended December 31, 2025 was primarily attributable to higher raw materials costs.
  • The Chemours Company Selling, General, and Administrative Expense Our selling, general, and administrative (“SG&A”) expense increased by $201 million (or 34%) to $799 million for the year ended December 31, 2025, compared with SG&A expense of $598 million for the same period in 2024.
  • The increase in our SG&A expense was primarily attributable to the litigation-related charges of $270 million associated with the settlement agreement with the State of New Jersey (as described in "Note 22 - Commitments and Contingent Liabilities) partially offset by an approximately $15 million decrease in consultant spending, a $15 million decrease in IT expenses, approximately $20 million of lower costs incurred related to the audit committee internal review and approximately $15 million of lower third-party costs related to the Titanium Technologies Transformation Plan.
  • Research and Development Expense Our research and development (“R&D”) expense was relatively flat at $108 million for the year ended December 31, 2025, compared with R&D expense of $109 million for the year ended December 31, 2024.
  • Restructuring, Asset-related, and Other Charges Our restructuring, asset-related, and other charges decreased by $1 million (or 2%) to $59 million for the year ended December 31, 2025, compared with $60 million for the same period in 2024.
  • For the year ended December 31, 2025, our restructuring, asset-related, and other charges were primarily attributable to non-cash asset-related charges of $24 million, employee separation charges of $13 million and decommissioning and other charges of $15 million related to the SPS Capstone TM Exit.
  • The $24 million of asset related charges primarily includes $23 million of non-cash accelerated depreciation related to the SPS Capstone TM manufacturing assets remaining useful life.
  • For the year ended December 31, 2025, the Company also recorded $7 million related to the write-off of certain inventories that can no longer be utilized following the exit of the SPS Capstone TM business.
  • In addition, for the year ended December 31, 2025, charges included $6 million of decommissioning and other charges related to the Titanium Technologies Transformation Plan.
  • For the year ended December 31, 2025, there was no goodwill impairment charge.
  • Equity in Earnings of Affiliates Our equity in earnings of affiliates decreased by $8 million (or 19%) to $35 million for the year ended December 31, 2025, compared with equity in earnings of affiliates of $43 million for the same period in 2024.
  • The decrease in our equity in earnings of affiliates for the year ended December 31, 2025 was primarily attributable to lower demand in the region where our investees operate.
  • Interest Expense, Net Our interest expense, net increased by $6 million (or 2%) to $269 million for the year ended December 31, 2025, compared with interest expense, net of $263 million for the same period in 2024.
  • The increase in our interest expense, net for the year ended December 31, 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.

and 709 more.

Gone since FY2024

  • Recent Developments Senior Unsecured Notes Due January 2033 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.
  • 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.
  • Senior Secured Credit Facilities Due August 2028 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.
  • The Chemours Company Results of Operations and Business Highlights Results of Operations The following table sets forth our results of operations for the years ended December 31, 2024 and 2023.
  • Year Ended December 31, (Dollars in millions, except per share amounts) 2024 2023 Net sales $ 5,782 $ 6,078 Cost of goods sold 4,631 4,772 Gross profit 1,151 1,306 Selling, general, and administrative expense 1,290 Research and development expense Restructuring, asset-related, and other charges Goodwill impairment charge — Total other operating expenses 1,551 Equity in earnings of affiliates Interest expense, net (264 ) (208 ) Loss on extinguishment of debt (1 ) (1 ) Other income, net Income (loss) before income taxes (318 ) Provision for (benefit from) income taxes (81 ) Net income (loss) (237 ) Less: Net income attributable to non-controlling interests — Net income (loss) attributable to Chemours $ $ (238 ) Per share data Basic earnings (loss) per share of common stock $ 0.58 $ (1.60 ) Diluted earnings (loss) per share of common stock 0.57 (1.60 ) Net Sales The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the year ended December 31, 2024.
  • Change in net sales from prior period Year Ended December 31, 2024 Price (4 )% Volume — % Currency — % Portfolio (1 )% Total change in net sales (5 )% 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.
  • The Chemours Company Cost of Goods Sold 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.
  • Selling, General, and Administrative Expense 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.
  • Research and Development Expense 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.
  • Restructuring, Asset-related, and Other Charges 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.
  • For the year ended December 31, 2023, our restructuring, asset-related, and other charges were primarily attributable to $126 million of charges related to the Titanium Technologies Transformation Plan, consisting of $78 million of asset-related charges, employee separation charges of $21 million, $17 million of contract termination costs, and $10 million of decommissioning and other charges.
  • In addition, for the year ended December 31, 2023, charges included $16 million resulting from our decision to abandon the implementation of a new enterprise resource planning ("ERP") software platform, $8 million asset impairment following the shutdown of a production line at our El Dorado site, and $4 million related to our 2023 severance program.
  • For the year ended December 31, 2023, there was no goodwill impairment charge.
  • Equity in Earnings of Affiliates 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.
  • The Chemours Company Interest Expense, Net 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.
  • Loss on Extinguishment of Debt 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.
  • For the year ended December 31, 2023, we recognized a net loss on extinguishment of debt of $1 million in connection with the refinancing of the tranche B-2 term loans in August 2023 under an amended and restated credit agreement.
  • Other Income, Net 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.
  • Provision for (Benefit from) Income Taxes 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.
  • 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.

and 732 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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