Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the ~~Registrant~~registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The ~~Registrant~~registrant had ~~185,163,064~~177,911,882 shares of common stock, $0.01 par value, outstanding at ~~October 31, 2017.~~April 30, 2018.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Net sales	$	1,584		$	1,398		$	4,608		$	4,078		$	1,730		$	1,437
Cost of goods sold		1,117			1,056			3,341			3,267			1,193			1,081
Gross profit		467			342			1,267			811			537			356
Selling, general and administrative expense		148			148			444			454
Selling, general, and administrative expense														143			150
Research and development expense		20			19			61			60			20			19
Restructuring and asset-related charges, net		8			60			31			145
Restructuring, asset-related, and other charges, net														10			12
Total expenses		176			227			536			659			173			181
Equity in earnings of affiliates		9			9			26			17			12			7
Interest expense, net		(55	)		(51	)		(161	)		(157	)		(52	)		(51	)
Other income, net		5			161			53			250			57			42
Income before income taxes		250			234			649			262			381			173
Provision for income taxes		43			30			130			25			84			22
Net income		207			204			519			237			297			151
Less: Net income attributable to non-controlling interests		—			—			1			—			—			1
Net income attributable to Chemours	$	207		$	204		$	518		$	237		$	297		$	150

Per share data
Basic earnings per share of common stock	$	1.12		$	1.12		$	2.81		$	1.31		$	1.63		$	0.82
Diluted earnings per share of common stock	$	1.08		$	1.11		$	2.72		$	1.30			1.58			0.79
Dividends per share of common stock	$	0.03		$	0.03		$	0.09		$	0.09			—			0.03

	Three Months Ended September 30,																		Three Months Ended March 31,
	2017									2016									2018									2017
	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax			Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	250		$	(43	)	$	207		$	234		$	(30	)	$	204		$	381		$	(84	)	$	297		$	173		$	(22	)	$	151
Other comprehensive income (loss):
Other comprehensive (loss) income:
Unrealized loss on net investment hedge		(26	)		10			(16	)		(6	)		—			(6	)		(34	)		8			(26	)		(10	)		—			(10	)
Cumulative translation adjustments		35			—			35			10			—			10
Cumulative translation adjustment																				108			—			108			103			—			103
Defined benefit plans:
Net gain		5			—			5			—			—			—
Additions to accumulated other comprehensive loss:
Effect of foreign exchange rates		(9	)		2			(7	)		(3	)		1			(2	)		(9	)		—			(9	)		(10	)		2			(8	)
Reclassifications to net income:
Amortization of prior service gain		(1	)		—			(1	)		—			—			—
Reclassifications to net income:
Amortization of actuarial loss		5			(1	)		4			6			(2	)		4			4			(1	)		3			5			(1	)		4
Settlement loss		1			—			1			—			—			—
Defined benefit plans, net		1			1			2			3			(1	)		2			(5	)		(1	)		(6	)		(5	)		1			(4	)
Other comprehensive income		10			11			21			7			(1	)		6			69			7			76			88			1			89
Comprehensive income		260			(32	)		228			241			(31	)		210			450			(77	)		373			261			(21	)		240
Less: Comprehensive income attributable to non-controlling interests		—			—			—			—			—			—			—			—			—			1			—			1
Comprehensive income attributable to Chemours	$	260		$	(32	)	$	228		$	241		$	(31	)	$	210		$	450		$	(77	)	$	373		$	260		$	(21	)	$	239

	Nine Months Ended September 30,
	2017									2016
	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax
Net income	$	649		$	(130	)	$	519		$	262		$	(25	)	$	237
Other comprehensive income (loss):
Unrealized loss on net investment hedge		(76	)		20			(56	)		(9	)		—			(9	)
Cumulative translation adjustments		224			—			224			20			—			20
Defined benefit plans:
Net gain (loss)		5			—			5			(7	)	1				(6	)
Effect of foreign exchange rates		(36	)		8			(28	)		(5	)		2			(3	)
Reclassifications to net income:
Amortization of prior service gain		(1	)		—			(1	)		(1	)		—			(1	)
Amortization of actuarial loss		15			(3	)		12			18			(5	)		13
Settlement loss		1			—			1			(2	)		1			(1	)
Defined benefit plans, net		(16	)		5			(11	)		3			(1	)		2
Other comprehensive income		132			25			157			14			(1	)		13
Comprehensive income		781			(105	)		676			276			(26	)		250
Less: Comprehensive income attributable to non-controlling interests		1			—			1			—			—			—
Comprehensive income attributable to Chemours	$	780		$	(105	)	$	675		$	276		$	(26	)	$	250

	(Unaudited)
	September 30,			December 31,			(Unaudited)
	2017			2016			March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	1,535		$	902		$	1,434		$	1,556
Accounts and notes receivable - trade, net		942			807
Accounts and notes receivable, net								1,083			919
Inventories		877			767			992			935
Prepaid expenses and other		79			77			75			83
Total current assets		3,433			2,553			3,584			3,493
Property, plant and equipment		8,412			7,997
Property, plant, and equipment								8,719			8,511
Less: Accumulated depreciation		(5,462	)		(5,213	)		(5,614	)		(5,503	)
Property, plant and equipment, net		2,950			2,784
Property, plant, and equipment, net								3,105			3,008
Goodwill and other intangible assets, net		167			170			165			166
Investments in affiliates		166			136			166			173
Other assets		404			417			464			453
Total assets	$	7,120		$	6,060		$	7,484		$	7,293
Liabilities and equity
Liabilities
Current liabilities:
Accounts payable	$	1,010		$	884		$	1,121		$	1,075
Current maturities of long-term debt		14			15			14			15
Other accrued liabilities		546			872			487			558
Total current liabilities		1,570			1,771			1,622			1,648
Long-term debt, net		4,081			3,529			4,141			4,097
Deferred income taxes		175			132			244			208
Other liabilities		489			524			475			475
Total liabilities		6,315			5,956			6,482			6,428
Commitments and contingent liabilities
Equity
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 185,092,058 and 182,600,533 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)		2			2
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 185,903,112 shares issued and 178,537,554 shares outstanding at March 31, 2018; 185,343,034 shares issued and 182,956,628 shares outstanding at December 31, 2017)								2			2
Treasury stock at cost (7,365,558 shares at March 31, 2018; 2,386,406 shares at December 31, 2017)								(361	)		(116	)
Additional paid-in capital		830			789			846			837
Retained earnings (accumulated deficit)		388			(114	)
Retained earnings								876			579
Accumulated other comprehensive loss		(420	)		(577	)		(366	)		(442	)
Total Chemours stockholders’ equity		800			100			997			860
Non-controlling interests		5			4			5			5
Total equity		805			104			1,002			865
Total liabilities and equity	$	7,120		$	6,060		$	7,484		$	7,293

	Common Stock				Additional Paid-In			(Accumulated Deficit) Retained			Accumulated Other Comprehensive			Non-controlling					Common Stock					Treasury Stock					Additional Paid-In			(Accumulated Deficit) Retained			Accumulated Other Comprehensive			Non-controlling
	Shares		Amount		Capital			Earnings			(Loss) Income			Interests		Total			Shares			Amount		Shares		Amount			Capital			Earnings			(Loss) Income			Interests		Total Equity
Balance at January 1, 2016		181,069,751	$	2	$	775		$	(115	)	$	(536	)	$	4	$	130
Net income		—		—		—			237			—			—		237
Balance at January 1, 2017																				182,600,533		$	2		—	$	—		$	789		$	(114	)	$	(577	)	$	4	$	104
Common stock issued - compensation plans		650,971		—		—			—			—			—		—			415,518			—		—		—			—			—			—			—		—
Dividends		—		—		(11	)		(5	)		—			—		(16	)
Other comprehensive income		—		—		—			—			13			—		13
Stock-based compensation expense		—		—		17			—			—			—		17
Balance at September 30, 2016		181,720,722	$	2	$	781		$	117		$	(523	)	$	4	$	381

Balance at January 1, 2017		182,600,533	$	2	$	789		$	(114	)	$	(577	)	$	4	$	104
Net income		—		—		—			518			—			1		519
Common stock issued - compensation plans		504,098		—		—			—			—			—		—
Dividends		—		—		—			(16	)		—			—		(16	)
Other comprehensive income		—		—		—			—			157			—		157
Exercise of stock options, net																				1,382,363			—		—		—			20			—			—			—		20
Stock-based compensation expense		—		—		21			—			—			—		21			—			—		—		—			6			—			—			—		6
Cancellation of unissued stock awards withheld to cover taxes		—		—		(10	)		—			—			—		(10	)		—			—		—		—			(7	)		—			—			—		(7	)
Net income																				—			—		—		—			—			150			—			1		151
Dividends paid																				—			—		—		—			—			(5	)		—			—		(5	)
Other comprehensive income																				—			—		—		—			—			—			89			—		89
Balance at March 31, 2017																				184,398,414		$	2		—	$	—		$	808		$	31		$	(488	)	$	5	$	358

Balance at January 1, 2018																				182,956,628		$	2		2,386,406	$	(116	)	$	837		$	579		$	(442	)	$	5	$	865
Common stock issued - compensation plans																				286,618			—		—		—			—			—			—			—		—
Exercise of stock options, net		1,987,427		—		30			—			—			—		30			273,460			—		—		—			5			—			—			—		5
Balance at September 30, 2017		185,092,058	$	2	$	830		$	388		$	(420	)	$	5	$	805
Purchases of treasury stock at cost																				(4,979,152	)		—		4,979,152		(245	)		—			—			—			—		(245	)
Stock-based compensation expense																				—			—		—		—			9			—			—			—		9
Cancellation of unissued stock awards withheld to cover taxes																				—			—		—		—			(5	)		—			—			—		(5	)
Net income																				—			—		—		—			—			297			—			—		297
Other comprehensive income																				—			—		—		—			—			—			76			—		76
Balance at March 31, 2018																				178,537,554		$	2		7,365,558	$	(361	)	$	846		$	876		$	(366	)	$	5	$	1,002

Nine Months Ended September 30,

2017

2016

Operating activities

Net income

$
519

$
237

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

Depreciation and amortization

204

212

Amortization of deferred financing costs and issuance discount

10

15

Gain on sale of assets and businesses

(14
)

(258
)
Equity in earnings of affiliates

(26
)

(17
)
Deferred tax provision (benefit)

53

(29
)
Asset-related charges

3

109

Other operating charges and credits, net

26

33

(Increase) decrease in operating assets:

Accounts and notes receivable - trade, net

(110
)

(63
)
Inventories and other operating assets

(91
)

113

(Decrease) increase in operating liabilities:

Accounts payable and other operating liabilities

(238
)

(28
)
Cash provided by operating activities

336

324

Investing activities

Purchases of property, plant and equipment

(246
)

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

39

707

Foreign exchange contract settlements, net

5

(1
)
Investment in affiliates

—

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

(202
)

469

Financing activities

Proceeds from issuance of debt, net

494

—

Debt repayments

(24
)

(212
)
Dividends paid

(16
)

(16
)
Deferred financing fees

(6
)

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

(10
)

—

Proceeds from exercised stock options, net

30

—

Cash provided by (used for) financing activities

468

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

31

28

Increase in cash and cash equivalents

633

591

Cash and cash equivalents at beginning of the period

902

366

Cash and cash equivalents at end of the period

$
1,535

$
957

Non-cash investing activities

Change in property, plant and equipment included in accounts payable

$
(16
)

$
9

	Three Months Ended March 31,
	2018			2017
Cash flows from operating activities
Net income	$	297		$	151
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		70			71
Gain on sale of assets and businesses		(42	)		(16	)
Equity in earnings of affiliates, net		17			(7	)
Amortization of deferred financing costs and issuance discount		3			3
Deferred tax provision		35			5
Other operating charges and credits, net		8			10
Decrease (increase) in operating assets:
Accounts and notes receivable, net		(150	)		(103	)
Inventories and other operating assets		(29	)		(31	)
(Decrease) increase in operating liabilities:
Accounts payable and other operating liabilities		(13	)		(42	)
Cash provided by operating activities		196			41
Cash flows from investing activities
Purchases of property, plant, and equipment		(102	)		(69	)
Proceeds from sales of assets and businesses, net		39			9
Foreign exchange contract settlements, net		5			(3	)
Cash used for investing activities		(58	)		(63	)
Cash flows from financing activities
Debt repayments		(4	)		(4	)
Purchases of treasury stock at cost		(240	)		—
Proceeds from exercised stock options, net		5			20
Tax payments related to withholdings on vested restricted stock units		(1	)		—
Payment of dividends		(31	)		(5	)
Cash (used for) provided by financing activities		(271	)		11
Effect of exchange rate changes on cash and cash equivalents		11			7
Decrease in cash and cash equivalents		(122	)		(4	)
Cash and cash equivalents at January 1,		1,556			902
Cash and cash equivalents at March 31,	$	1,434		$	898

Supplemental cash flows information
Non-cash investing and financing activities:
Changes in property, plant, and equipment included in accounts payable	$	(1	)	$	14
Obligations incurred under build-to-suit lease arrangement		11			—
Purchases of treasury stock not settled by quarter-end		15			—
Tax payments accrued for withholdings on vested restricted stock units		4			—

The Chemours Company (Chemours, or the Company) is a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. The Company delivers customized solutions with a wide range of industrial and specialty chemical products for markets, including plastics and coatings, refrigeration and air conditioning, general industrial, electronics, mining, and oil refining. The Company’s principal products include refrigerants, industrial fluoropolymer resins, sodium cyanide, performance chemicals and intermediates, and titanium dioxide (TiO₂) pigment. Chemours’ business consists of three reportable segments: Fluoroproducts, Chemical Solutions, and Titanium Technologies. The Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. The Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrials, and consumer applications. The Titanium Technologies segment is a leading, global provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications.

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

~~Certain prior period amounts have been reclassified to conform to the current period presentation, the effect of which was not material to the interim consolidated financial statements.~~2017.

Unless the context otherwise requires, references herein to “The Chemours ~~Company”, “Chemours”,~~Company,” “Chemours,” “the ~~Company”,~~Company,” “our ~~Company”, “we”, “us”~~Company,” “we,” “us,” and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to “DuPont” refer to ~~E.I.~~E. I. du Pont de Nemours and Company, a Delaware corporation, and its consolidated subsidiaries (other than Chemours and its consolidated subsidiaries), unless the context otherwise requires.

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. ~~2014-09, “Revenue from Contracts with Customers~~2016-02, Leases (Topic 606).” The objective of this standard is to remove inconsistent practices with regard to revenue recognition between U.S. GAAP and International Financial Reporting Standards. The standard intends to improve the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Subsequent to the issuance of ASU842) (ASU No. 2014-09, the FASB issued multiple clarifying updates in connection with Topic 606. The provisions of ASU No. 2014-09 and its related updates will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company will adopt the standard on January 1, 2018 under the modified retrospective transition method.

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

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

~~In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”~~2016-02), which supersedes the leases requirements in Topic 840. The core principle of ~~Topic 842~~ASU No. 2016-02 is that a lessee should recognize on the balance sheet the lease assets and lease liabilities that arise from all lease arrangements with terms greater than 12 months. Recognition of these lease assets and lease liabilities represents ~~an improvement over~~a change from previous ~~U.S.~~ GAAP, which did not require lease assets and lease liabilities to be recognized for operating leases. Qualitative disclosures along with specific quantitative disclosures will be required to provide enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities.

~~Lessees and lessors are~~ will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that ~~entities~~the Company may elect to apply. The ~~amendments in this update~~provisions of ASU No. 2016-02 are effective for the Company’s fiscal year beginning January 1, 2019, including interim periods within that fiscal year. ~~Early application of the amendments in this update is permitted for all entities.~~ At adoption, the Company will recognize a right-of-use asset and a lease liability initially measured at the present value of its operating lease payments. The Company is currently evaluating the ~~other~~ impacts of adopting this guidance on its financial position, results of operations, and cash flows.

Notes to the ~~FASB issued various updates to ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts~~Interim Consolidated Financial Statements (Unaudited)

Derivatives and Cash Payments”, which clarifies and amends the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments should be applied using a retrospective transition method (unless impractical to do so) for each period presented and earlier application is permitted. Chemours does not expect that the adoption will have a significant impact on its cash flows.

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

In August 2017, the FASB issued ASU No. 2017-12, ~~“Derivatives~~Derivatives and Hedging (Topic 815)” (ASU No. 2017-12), which simplifies financial statement reporting for qualifying hedging relationships by eliminating the requirement to separately measure and report hedge ineffectiveness. For net investment hedges, the entire change in fair value of the hedging instruments is recorded in the currency translation adjustment section of other comprehensive income or loss. Pursuant to the amendments, these amounts are required to be subsequently reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is presented when the hedged item affects earnings. The ~~guidance is~~provisions of ASU No. 2017-12 are effective for ~~public business entities for~~the Company’s fiscal ~~years~~year beginning ~~after December 15, 2018, as well as~~January 1, 2019, including interim periods within ~~those~~that fiscal ~~years.~~year. Early adoption is permitted in any interim period. The amendments in this update ~~should~~will be applied to hedging relationships existing on the date of adoption, which includes a cumulative-effect adjustment to eliminate any ineffectiveness recorded to accumulated other comprehensive income or loss with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year in which adoption occurred. Presentation and disclosure amendments are required to be applied prospectively. Chemours is currently evaluating the ~~impact~~timing of ~~adopting~~adoption and does not expect that the adoption of this guidance will have a significant impact on its financial position, results of operations, and cash flows.

~~Recently Adopted Accounting Guidance~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In ~~March 2016,~~February 2018, the FASB issued ASU No. ~~2016-09, “Compensation - Stock Compensation~~2018-02, Income Statement – Reporting Comprehensive Income (Topic ~~718).” The update sets forth areas~~220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU No. 2018-02), which allows for ~~simplification within several aspects of the accounting~~a reclassification from accumulated other comprehensive income or loss to retained earnings for ~~shared-based payment transactions, including the income~~stranded tax ~~consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.~~effects resulting from U.S. tax reform. The amendments in this update ~~are~~also require certain disclosures about stranded tax effects. ASU No. 2018-02 is effective for ~~fiscal years, and interim periods within those~~ fiscal years beginning after December 15, ~~2016. Chemours adopted~~2018, including interim periods within those fiscal years. The Company does not expect that the adoption of this guidance ~~effective January 1, 2017, and the adoption did not~~will have a significant impact on its financial position.

In May 2014, the ~~Company’s financial position, results~~FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU No. 2014-09). The objective of ~~operations or cash flows except for~~this standard is to remove inconsistent practices with regard to revenue recognition between GAAP and International Financial Reporting Standards. The standard intends to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. Subsequent to the issuance of ASU No. 2014-09, the FASB issued multiple clarifying updates in connection with the standard (collectively, Topic 606).

Effective January 1, 2018, Chemours adopted the new revenue recognition guidance contained in Topic 606 using the modified retrospective transition method. The Company elected to utilize a practical expedient allowed under the modified retrospective transition method to apply the new standard only to contracts that are not completed on the date of initial adoption. In applying this guidance, the Company evaluated its population of open contracts with customers on January 1, 2018 and determined that the impact of ~~windfall income tax benefits on share-based payments~~adopting Topic 606 was not material to its consolidated financial statements as a whole, and no cumulative adjustment to the Company’s opening retained earnings balance was required. As a result of applying this new guidance, there are changes to the classification of employee withholding tax payments on vested restricted stock units (RSUs) as a financing activity on the statements of cash flows. Specific to the impact of windfall tax benefits, the Company expects the guidance will cause volatility in its income tax rates going forward. As of the adoption date, there were no windfall tax benefits from prior periods recognized; therefore, prior period adjustments were not required under a modified retrospective basis. For the three and nine months ended September 30, 2017, Chemours recognized $5 and $18 of windfall tax benefits, respectively, primarily from significant options exercised and RSUs vested, which were included in the provision for income taxescertain amounts in the consolidated statements of operations.

~~In January 2017,~~ Certain royalty income amounts for trademark licensing arrangements that were previously reflected as a component of other income, net in the ~~FASB issued ASU No. 2017-04, “Intangibles - Goodwill~~consolidated statements of operations will now be reflected as a component of net sales, which amounted to $2 for the three months ended March 31, 2018. Additionally, certain expenses related to the Company’s provision of technical services to customers that were previously reflected as a component of selling, general, and ~~Other (Topic 350): Simplifying~~administrative expense in the ~~Test for Goodwill Impairment”, which eliminates the requirement to determine the fair value~~consolidated statements of operations will now be reflected as a component of the ~~individual assets~~cost of goods sold, which amounted to $1 for the three months ended March 31, 2018. Under the modified retrospective transition method, the Company’s comparative financial information as of and ~~liabilities~~for the three months ended March 31, 2017 and as of aDecember 31, 2017 has not been restated, and as such, continues to be reported using the accounting standards in effect during those time periods.

~~reporting unit to measure goodwill impairment. Under~~The following table sets forth the ~~amendments, goodwill impairment testing will be performed by comparing the fair value~~impacts of the ~~reporting unit with its carrying amount and recognizing an impairment charge~~adoption of Topic 606 on the Company’s consolidated statements of operations for the ~~amount by~~three months ended March 31, 2018.

The adoption of Topic 606 did not impact the Company’s consolidated balance sheets or consolidated statements of cash flows as of and for the three months ended March 31, 2018 and is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows in future periods.

In August 2016, the FASB issued various updates to ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU No. 2016-15), which clarifies and amends the ~~carrying amount exceeds~~presentation and classification of certain cash receipts and cash payments in the ~~reporting unit’s fair value. Any impairment charges recognized would not exceed the total amount~~statement of ~~goodwill allocated to the reporting unit.~~cash flows. The ~~guidance is~~provisions of ASU No. 2016-15 are effective for ~~annual and interim goodwill impairment tests in~~ fiscal years beginning after December 15, ~~2019,~~2017, including interim periods within those fiscal years, and are to be applied using a retrospective transition method. The Company adopted ASU No. 2016-15 on January 1, 2018, the impact of which was not material to its cash flows. There were no adjustments to prior periods resulting from the retrospective application of this guidance.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU No. 2017-01), which changes the definition of a business to assist entities in evaluating whether a transaction should be ~~applied on~~accounted for as an acquisition (or disposal) of assets or a ~~prospective basis. Early adoption~~business. ASU No. 2017-01 is ~~permitted~~effective for ~~annual or~~fiscal years beginning after December 15, 2017, including interim ~~goodwill impairment testing performed after January 1, 2017.~~periods within those fiscal years. The Company ~~has~~ adopted this guidance ~~and will implement its provisions for interim and annual goodwill impairment tests performed prospectively. The Company does~~on January 1, 2018, the result of which is not ~~expect that the adoption of this guidance will~~expected to have a significant impact on its financial position, results of operations, or cash flows.

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

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

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715) (ASU No. 2017-07), which requires that employers offering their employees defined benefit pension plans disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The provisions of ASU No. 2017-07 are effective for fiscal years beginning after December 31, 2017, as well as interim periods within those fiscal years, and should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement, and prospectively for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. The Company adopted this guidance on January 1, 2018, which resulted in a reclassification of non-operating pension income from the operating expense captions of the consolidated statements of operations to other income, net for the three months ended March 31, 2017.

The following table sets forth a reclassification of the Company’s non-operating pension and other post-retirement employee benefit income for the three months ended March 31, 2017.

In March 2016, the Company entered into an agreement to sell a 210-acre plot of land that formerly housed a DuPont manufacturing site in Linden, New Jersey. The land was assigned to Chemours in connection with its separation from DuPont, and the Company completed the sale in March 2018 for a gain of $42 and net cash proceeds of $39. As part of the sales agreement, the buyer has agreed to assume certain costs associated with ongoing environmental remediation activities at the site amounting to $3, which have been reflected as a component of prepaid expenses and other in the consolidated balance sheets. Chemours remains responsible for certain other ongoing environmental remediation activities at the site, which were previously accrued as a component of other liabilities in the consolidated balance sheets. Substantially all of the assets associated with the Linden site had been written-off or fully depreciated prior to its sale.

Prior to the adoption of Topic 606, Chemours recognized revenue when the earnings process was complete. Revenue for product sales was recognized when product was shipped to the customer in accordance with the terms of the agreement, when title and the risk of loss were transferred, when collectability was reasonably assured, and when pricing was fixed or determinable. Any payments received in advance were recorded as deferred revenue and recognized as shipments were made and title, ownership, and the risk of loss were transferred to the customer. The Company accrued for sales returns and other allowances based on its historical experience, with cash sales incentives reflected as a reduction in revenue and non-cash sales incentives reflected as a charge to the cost of goods sold contemporaneously with the related revenue or selling expense, depending on the nature of the incentive. Amounts billed to customers for shipping and handling fees were included in net sales, and the costs incurred by the Company for the delivery of goods were classified as a component of the cost of goods sold in the consolidated statements of operations. Taxes on revenue-producing transactions were excluded from net sales.

Licensing and royalty income was recognized as a component of other income, net in the consolidated statements of operations in accordance with agreed upon terms, when performance obligations were satisfied, when collectability was reasonably assured, and when pricing was fixed or determinable.

With the adoption of Topic 606, Chemours recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. A contract with a customer exists when: (i) the Company enters into an enforceable agreement that defines each party’s rights regarding the goods or services to be transferred, and the related payment terms; (ii) the agreement has commercial substance; and, (iii) it is probable that the Company will collect the consideration to which it is entitled to in the exchange. A performance obligation is a promise in a contract to transfer a distinct good or service, or a series of distinct goods or services to a customer and serves as the unit of account for Topic 606. The transaction price is the customary amount of consideration that the Company expects to be entitled to in exchange for a transfer of the promised goods or services to a customer, excluding any amounts collected by the Company on behalf of third-parties (e.g., sales and use taxes). Judgment is required to apply the principles-based, five-step model for revenue recognition outlined in Topic 606. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the critical events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers.

The Company’s revenue from contracts with customers is reflected in the consolidated statements of operations as net sales, the vast majority of which represents product sales that consist of a single performance obligation. Product sales to customers are made under a purchase order (PO), or in certain cases, in accordance with the terms of a master services agreement (MSA) or similar arrangement, which documents the rights and obligations of each party to the contract. When a customer submits a PO for product or requests product under an MSA, a contract for a specific quantity of distinct goods at a specified price is created, and the Company’s performance obligation under the contract is satisfied when control of the product is transferred to the customer, which is indicated by shipment of the product and transfer of title and the risk of loss to the customer. Revenue is recognized on consignment sales when control transfers to the customer, generally at the point of customer usage of the product. The transaction price for product sales is generally the amount specified in the PO or in the request under an MSA; however, as is common in Chemours’ industry, the Company offers variable consideration in the form of rebates, volume discounts, early payment discounts, pricing based on formulas or indices, price matching, and guarantees to certain customers. Such amounts are included in the Company’s estimated transaction price using either the expected value method or the most-likely amount, depending on the nature of the variable consideration included in the contract. The Company regularly assesses its customers’ creditworthiness, and product sales are made based on established credit limits. Payment terms for the Company’s invoices are typically less than 90 days.

The Company also licenses the right to access certain of its trademarks to customers under specified terms and conditions in certain arrangements, which is recognized as a component of net sales in the consolidated statements of operations under Topic 606. Under such arrangements, the Company may receive a royalty payment for a trademark license that is entered into on a stand-alone basis or incorporated into an overall product sales arrangement. Royalty income is generally based on customer sales and recognized under the sales-based exception as the customer sale occurs. When minimum guaranteed royalty amounts are included in the transaction price, the Company recognizes royalty income ratably over the license period for the minimum amount. When there is no consideration specified for the use of the Company’s trademark, the entire transaction price is recognized in connection with the transfer of control of product. Royalty income resulting from the right to use the Company’s technology is considered outside the scope of Topic 606 as it is not a part of the Company’s ongoing major or central activities, and consistent with past practice, is recognized as a component of other income, net in the consolidated statements of operations in accordance with agreed upon terms, when performance obligations are satisfied, when collectability is reasonably assured, and when pricing is fixed or determinable.

Consistent with the fact that the vast majority of the Company’s payment terms are less than 90 days from the point at which control of the promised goods or services is transferred, no adjustments have been made for the effects of a significant financing component under Topic 606. Additionally, the Company has elected to recognize incremental costs associated with obtaining contracts as an expense when incurred if the amortization period of the assets that the Company would have recognized is one year or less. Amounts billed to customers for shipping and handling fees are considered a fulfillment cost and are included in net sales, and the costs incurred by the Company for the delivery of goods are classified as a component of the cost of goods sold in the consolidated statements of operations.

The following table sets forth a disaggregation of the Company’s net sales by geographic region, product group, and segment for the three months ended March 31, 2018.

	Three Months Ended March 31, 2018
			Chemical		Titanium
	Fluoroproducts		Solutions		Technologies		Total
Net sales by geographic region (1)
North America	$	303	$	81	$	233	$	617
Asia Pacific		153		19		242		414
Europe, the Middle East, and Africa		222		5		247		474
Latin America (2)		54		39		132		225
Total net sales	$	732	$	144	$	854	$	1,730

Net sales by product group
Fluorochemicals	$	395	$	—	$	—	$	395
Fluoropolymers		337		—		—		337
Mining solutions		—		66		—		66
Performance chemicals and intermediates		—		78		—		78
Titanium dioxide and other minerals		—		—		854		854
Total net sales	$	732	$	144	$	854	$	1,730

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

The Company’s assets and liabilities from contracts with customers constitute accounts receivable - trade, deferred revenue, and customer rebates. An amount for accounts receivable - trade is recorded when the right to consideration under a contract becomes unconditional. An amount for deferred revenue is recorded when consideration is received prior to the conclusion that a contract exists, or when a customer transfers consideration prior to the Company satisfying its performance obligations under a contract. Customer rebates represent an expected refund liability to a customer based on a contract. In contracts with customers where a rebate is offered, it is generally applied retroactively based on the achievement of a certain sales threshold. As revenue is recognized, the Company estimates whether or not the sales threshold will be achieved to determine the amount of variable consideration to include in the transaction price.

The following table sets forth the Company’s contract balances from contracts with customers at March 31, 2018 and December 31, 2017.

The Company’s deferred revenue balance as of March 31, 2018 and December 31, 2017 was not significant. Additionally, changes in the Company’s deferred revenue balance resulting from additions for advance payments and deductions for amounts recognized in net sales during the three months ended March 31, 2018 were not significant. For the three months ended March 31, 2018, the amount of revenue recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not significant.

There were no other contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts as of March 31, 2018 or December 31, 2017.

Certain of the Company’s MSA or other arrangements contain take-or-pay clauses, whereby customers are required to purchase a fixed minimum quantity of product during a specified period, or pay the Company for such orders, even if not requested by the customer. The Company considers these take-or-pay clauses to be an enforceable contract, and as such, the legally-enforceable minimum amounts under such an arrangement are considered to be outstanding performance obligations on contracts with an original expected duration greater than one year. As of March 31, 2018, Chemours had $87 of remaining performance obligations. The Company expects to recognize approximately 20% of its remaining performance obligations as revenue in 2018, an additional 25% in 2019, and the balance thereafter. The Company applies the practical expedient in Topic 606 and does not include remaining performance obligations that have original expected durations of one year or less, or amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. Amounts for contract renewals that are not yet exercised as of March 31, 2018 are also excluded.

The following table sets forth the components of the Company’s restructuring, asset-related, and other charges, net for the three months ended March 31, 2018 and 2017.

The following table sets forth the impacts of the Company’s restructuring programs ~~impacted~~to segment earnings for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 and ~~2016 as follows:~~2017.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2018		2017
Plant and product line closures¹:
Titanium Technologies	$	—	$	5	$	4	$	24
Plant and product line closures:
Fluoroproducts		—		1		3		6	$	—	$	3
Chemical Solutions		5		7		16		6		1		5
Subtotal		5		13		23		36
2015 Global Restructuring:
Titanium Technologies		—		—		—		2		—		4
Fluoroproducts		—		1		—		3
Chemical Solutions		—		—		—		—
Subtotal		—		1		—		5
Total plant and product line closures										1		12
2017 Restructuring Program		3		—		8		—		9		—
Total restructuring charges, net	$	8	$	14	$	31	$	41
Total restructuring, asset-related, and other charges, net									$	10	$	12

In August 2015, in an effort to improve the ~~Titanium Technologies~~profitability of the Company’s Fluoroproducts segment, ~~due to~~management approved the closure of ~~the Edge Moor, Delaware manufacturing plant~~certain production lines in the segment’s U.S., manufacturing plants. For the ~~Company recorded decommissioning and dismantling-related charges of $4 for the nine~~three months ended ~~September 30,~~March 31, 2017, and $5 and $24 for the three and nine months ended September 30, 2016, respectively. The Company completed all actions related to these restructuring activities and sold the site during the first quarter of 2017. The cumulative amount incurred, excluding non-cash asset-related charges in connection with the Edge Moor plant closure, was approximately $60.

~~In the Fluoroproducts segment,~~ the Company recorded additional decommissioning and dismantling-related charges of $3 for certain of these production lines. At December 31, 2017, the Company had substantially completed all actions related to the restructuring activities for certain of its production lines, which amounted to $17 in the ~~U.S.~~aggregate, excluding non-cash asset-related charges.

In the fourth quarter of ~~$3 for~~2015, the ~~nine~~Company announced the completion of the strategic review of its Reactive Metals Solutions (RMS) business and the decision to stop production at its Niagara Falls, New York manufacturing plant. The RMS plant had approximately 200 employees and contractors impacted by this action, and production stopped at the plant in September 2016, when the Company immediately began actions to decommission the plant. For the three months ended ~~September 30,~~March 31, 2018 and 2017, the Company recorded additional decommissioning and dismantling-related charges of $1 and $6$5, respectively. The Company expects to incur approximately $3 in additional restructuring charges for similar activities through the ~~three and nine months ended September 30, 2016, respectively.~~end of 2018, which will be expensed as incurred. As of ~~September 30, 2017,~~March 31, 2018, the Company incurred, in the aggregate, ~~approximately $17~~$32 in restructuring charges related to these activities, excluding non-cash asset-related charges.

In August 2015, the Company announced the closure of ~~restructuring costs,~~its Edge Moor, Delaware manufacturing plant. The Edge Moor plant produced TiO₂ pigment for use in the paper industry and certain other applications where demand had steadily declined, resulting in under-used capacity at the plant. In addition, the Company permanently closed one under-used TiO₂ production line at its New Johnsonville, Tennessee plant. The Company stopped production at its Edge Moor plant in September 2015, and immediately began decommissioning the plant. For the three months ended March 31, 2017, the Company recorded additional decommissioning and dismantling-related charges of $4. The Company substantially completed these activities in 2017, which amounted to $60 in the aggregate, excluding non-cash asset-related charges. The Company ~~has substantially completed~~sold the ~~actions related to these restructuring activities~~land where the plant was located for ~~certain~~$10 in the first quarter of ~~its Fluoroproducts production lines, which were initiated in 2015.~~2017.

In the ~~Chemicals Solutions segment, following the production shutdown~~first quarter of ~~the Reactive Metals Solutions (RMS) manufacturing plant at Niagara Falls, New York in September 2016,~~2018, the Company ~~immediately~~ began ~~decommissioning~~a project to demolish and remove several dormant, unused buildings at its Chambers Works site in Deepwater, New Jersey, which were assigned to Chemours in connection with its separation from DuPont. For the ~~plant. As a result,~~three months ended March 31, 2018, the Company ~~recorded $5 and $16 of~~incurred less than $1 in decommissioning and dismantling-related charges ~~for the three and nine months ended September 30, 2017, respectively, and $7 and $6 for the three and nine months ended September, 30, 2016, respectively. As of September 30, 2017, the~~associated with these efforts. The Company ~~incurred, in the aggregate,~~expects to incur approximately $30 ~~of restructuring costs, excluding non-cash asset-related charges. Additional~~in additional restructuring charges related to its Chambers Works site through the end of ~~approximately $5 for decommissioning~~2020, which will be reflected in Corporate and ~~site redevelopment are expected to be incurred for the remainder of 2017, which~~Other, and will be expensed as incurred.

In 2017, the Company announced certain restructuring activities designed to further the cost savings and productivity improvements outlined under management’s transformation plan. These activities include, among other efforts: ~~(a)~~(i) outsourcing and further centralizing certain business process activities; ~~(b)~~(ii) consolidating existing, outsourced ~~third party~~third-party information technology (IT) providers; and, ~~(c)~~(iii) implementing various upgrades to the Company’s current IT infrastructure.

In ~~connection with these corporate function efforts,~~2017, the Company ~~recorded $3 and $8 in restructuring-related charges for the three and nine months ended September 30, 2017, respectively.~~

~~Also, in October 2017, the Company~~also announced a voluntary separation program (VSP) for certain eligible U.S. employees in an effort to better manage the anticipated future changes to its workforce. Employees who ~~volunteer~~volunteered for, and ~~are~~were accepted under the VSP will receive certain financial incentives above the Company’s customary involuntary termination benefits to end their employment with Chemours after providing a mutually agreed-upon service period. Approximately 300 employees will separate from the Company by the end of 2018. An accrual representing the majority of these termination benefits, amounting to $18, was recognized in the fourth quarter of 2017. The remaining incremental, one-time financial incentives under the VSP will be recognized over the period that each participating employee continues to provide service to Chemours.

~~Chemours after providing a mutually agreed-upon service period. Based on current estimates, Chemours anticipates that approximately 300 to 350 employees will separate from~~For the three months ended March 31, 2018, the Company byrecorded additional charges of $9 related to its 2017 program. No such charges were recorded for the ~~end of 2018. An accrual representing the majority of these termination benefits will be recognized~~three months ended March 31, 2017. The cumulative amount incurred, in the fourth quarter of 2017, and any remaining incremental, one-time financial incentives under the VSP will be recognized over the period each participating employee continues to provide service to Chemours. No amountsaggregate, for the ~~VSP have been recognized in the consolidated financial statements as of September 30, 2017.~~Company’s 2017 program amounted to $41 at March 31, 2018.

As a result of its 2017 program, the Company expects to incur charges for restructuring-related activities and termination benefits ~~ranging from $45 to $55~~of approximately $20 through ~~December 31, 2018.~~the end of 2018, which will be expensed as incurred.

The following table ~~shows~~sets forth the change in the Company’s employee separation-related ~~liability account~~liabilities associated with its restructuring programs for the ~~Company’s restructuring programs:~~three months ended March 31, 2018.

Titanium
Technologies
Site Closures

Fluoro-
Products Lines
Shutdown

Chemical
Solutions Site
Closures

2015
Global
Restructuring

2017
Restructuring Program

Total

Balance at December 31, 2016

$
4

$
1

$
8

$
21

$
—

$
34

Charges to income

—

—

—

—

5

5

Payments

(3
)

(1
)

(4
)

(19
)

—

(27
)
Net currency translation and other
adjustments ¹

—

—

—

1

—

1

Balance at September 30, 2017

$
1

$
—

$
4

$
3

$
5

$
13

	Titanium Technologies Site Closures		Fluoroproducts Lines Shutdown		Chemical Solutions Site Closures			2015 Global Restructuring Program		2017 Restructuring Program			Total
Balance at December 31, 2017	$	1	$	—	$	2		$	1	$	23		$	27
Charges to income		—		—		—			—		3			3
Payments		—		—		(1	)		—		(5	)		(6	)
Balance at March 31, 2018	$	1	$	—	$	1		$	1	$	21		$	24

At ~~September 30, 2017,~~March 31, 2018, there are no significant outstanding liabilities related to the Company’s decommissioning and other restructuring-related charges.

The following table sets forth the components of the Company’s other income, net for the three months ended March 31, 2018 and 2017.

For the three months ended March 31, 2018 and 2017, Chemours recorded a provision for income taxes of $84 and $22, respectively, resulting in effective income tax rates of approximately 22% and 13%, respectively. The Company’s provision for income taxes for the three months ended March 31, 2018 is inclusive of income tax expenses of $10 related to asset sales that took place in the first quarter of 2018 and $8 related to the impact of certain U.S. tax reform provisions, which are offset by $5 in income tax benefits related to windfalls on share-based payments. The Company’s income tax provision for the three months ended March 31, 2017 is inclusive of income tax expenses of $6 related to asset sales that took place in the first quarter of 2017, which are offset by $10 in income tax benefits related to windfalls on share-based payments. The remaining change in the Company’s effective tax rate from the prior year is primarily attributable to changes in its geographic mix of earnings.

~~Note 5. Income Taxes~~In connection with the new federal tax legislation commonly referred to as the Tax Cut and Jobs Act (Tax Act), the Company recorded provisional estimates for U.S. tax reform in its provision for income taxes for the year ended December 31, 2017 amounting to a net benefit of $3. Staff Accounting Bulletin No. 118 (SAB No. 118) issued by the U.S. Securities and Exchange Commission allows registrants to record provisional estimates for the Tax Act during a measurement period not to exceed one year from the enactment date, which was December 22, 2017. The impacts of the Tax Act may differ from the Company’s provisional estimates due to many factors, including, but not limited to, changes to its interpretations of the provisions in the Tax Act, U.S. Internal Revenue Service and U.S. Treasury guidance that may be issued, and actions that the Company may take.

For the three months ended ~~September 30, 2017 and 2016, Chemours~~March 31, 2018, the Company has not recorded ~~a provision~~any adjustments to its provisional estimates. The Company is still evaluating the effects of the Tax Act’s provisions on its consolidated financial statements; however, the Company expects to complete its evaluation within the applicable measurement period, pursuant to SAB No. 118. As such, the Company’s provisional estimates for ~~income taxes of $43 and $30, respectively,~~the Tax Act could change significantly within this period, resulting in ~~effective income tax rates~~a material impact to its financial position, results of approximately 17% and 13%, respectively. For the nine months ended September 30, 2017 and 2016, Chemours recorded a provision for income taxes of $130 and $25, respectively, resulting in effective income tax rates of approximately 20% and 10%, respectively.

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

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

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

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

Reconciliations of the ~~numerator~~numerators and ~~denominator~~denominators for the Company’s basic and diluted earnings per share (EPS) calculations for the ~~periods indicated:~~three months ended March 31, 2018 and 2017 are set forth in the following table.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2018		2017
Numerator:
Net income attributable to Chemours	$	207	$	204	$	518	$	237	$	297	$	150
Denominator:
Weighted-average number of common shares outstanding - basic		185,431,036		181,596,161		184,641,599		181,452,194		182,069,982		183,408,309
Dilutive effect of the Company’s employee compensation plans ¹		6,206,778		1,932,395		5,909,015		1,089,738
Weighted-average number of common shares outstanding - diluted ¹		191,637,814		183,528,556		190,550,614		182,541,932
Dilutive effect of the Company’s employee compensation plans										6,263,215		5,741,621
Weighted-average number of common shares outstanding - diluted										188,333,197		189,149,930

Basic earnings per share of common stock									$	1.63	$	0.82
Diluted earnings per share of common stock										1.58		0.79

The following table sets forth the average number of stock options that were anti-dilutive and, therefore, were not included in the Company’s diluted ~~earnings per share calculation:~~EPS calculations for the three months ended March 31, 2018 and 2017.

The following table sets forth the components of the Company’s accounts and notes receivable, net at March 31, 2018 and December 31. 2017.

Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense was ~~less than~~approximately $1 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017. ~~Bad debt expense was $7 for the three and nine months ended September 30, 2016.~~

The following table sets forth the components of the Company’s inventories at March 31, 2018 and December 31, 2017.

	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Finished products	$	592		$	532		$	695		$	648
Semi-finished products		176			150			164			164
Raw materials, stores and supplies		309			285
Subtotal		1,077			967
Adjustment of inventories to LIFO basis		(200	)		(200	)
Raw materials, stores, and supplies								326			313
Inventories before LIFO adjustment								1,185			1,125
Less: Adjustment of inventories to LIFO basis								(193	)		(190	)
Total inventories	$	877		$	767		$	992		$	935

Inventory values, before last-in, first-out (LIFO) adjustment, are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at substantially all U.S. locations, which comprised ~~$472~~$542 and ~~$465,~~$509, or ~~44%~~46% and ~~48%~~45%, of inventories before the LIFO adjustments at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively. The remainder of inventory held in international locations and certain U.S. locations is valued under the average cost method.

The following table sets forth the components of the Company’s property, plant, and equipment, net at March 31, 2018 and December 31, 2017.

Depreciation expense amounted to ~~$61~~$69 and ~~$201~~$70 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~respectively, and $72 and $210 for the three and nine months ended September 30, 2016,~~ respectively. Property, plant, and equipment, net includes gross assets under capital leases of $5$7 at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017, and a build-to-suit lease asset of $19 and $8 at March 31, 2018 and December 31, 2017, respectively.

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

The following table sets forth the components of the Company’s ~~corporate headquarters building located in Wilmington, Delaware,~~other assets at March 31, 2018 and December 31, 2017.

The following table sets forth the ~~Company recorded a $13 pre-tax impairment charge and classified the net book value~~components of the ~~building as an asset held for sale for the year ended~~Company’s accounts payable at March 31, 2018 and December 31, 2016. The Company completed the sale in April 2017 for net proceeds of $29, of which $13 was used to repay a portion of its senior secured term loans. In connection with the sale, Chemours also entered into lease agreements to lease back a portion of the building beginning in April 2017. ~~In connection with the sale and leaseback transaction, the Company deferred a gain of $2 million.~~

The following table sets forth the components of the Company’s other accrued liabilities at March 31, 2018 and December 31, 2017.

	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Compensation and other employee-related costs	$	147	$	154	$	94	$	174
Employee separation costs ¹		13		31
Accrued litigation ²		13		344
Environmental remediation ²		86		71
Employee separation costs (1)						24		27
Accrued litigation (2)						10		13
Environmental remediation (2)						75		66
Income taxes		55		39		68		58
Customer rebates		70		53		54		83
Deferred revenue ³		9		76
Deferred income						5		8
Accrued interest		73		21		69		24
Miscellaneous ⁴		80		83
Miscellaneous (3)						88		105
Total other accrued liabilities	$	546	$	872	$	487	$	558

The credit agreement, as amended, provides for seven-year senior secured term loans and a five-year, $750 senior secured revolving credit facility (Revolving Credit Facility). The proceeds of any loans made under the Revolving Credit Facility can be used for capital expenditures, acquisitions, working capital needs and other general corporate purposes. No borrowings were outstanding under the Revolving Credit Facility at September 30, 2017 or December 31, 2016; however, Chemours had $102 and $132 in letters of credit issued and outstanding under this facility at September 30, 2017 and December 31, 2016, respectively. The Revolving Credit Facility bears variable interest of a range based on Chemours’ total net leverage ratio between (a) a 0.50% and 1.25% spread for base rate loans and (b) a 1.50% and 2.25% spread for LIBOR loans. The applicable margins were 0.50% for base rate loans and 1.50% for LIBOR loans at September 30, 2017. In addition, the Company is required to pay a commitment fee on the average daily unused amount of the Revolving Credit Facility at a rate based on its total net leverage ratio, between 0.20% and 0.35%. At September 30, 2017, commitment fees were assessed at a rate of 0.20% per annum.

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

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

On May 23, 2017, Chemours issued a $500 aggregate principal amount of 5.375% senior unsecured notes due May 2027 (2027 Notes). The 2027 Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received proceeds of $489, net of an original issue discount of $5 and underwriting fees and other related expenses of $6, which are deferred and amortized to interest expense using the effective interest method over the term of the 2027 Notes. A portion of the net proceeds from the 2027 Notes was used to pay the $335 accrued for the global settlement of the multi-district PFOA litigation, as discussed in Note 13. The remaining proceeds from the 2027 Notes are available for general corporate purposes. The offering of the 2027 Notes was registered under the Securities Act of 1933, as amended, under a registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission on May, 4, 2017.

The 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the existing and future domestic subsidiaries that (a) incurs or guarantees indebtedness under the Senior Secured Credit Facilities or (b) guarantees other indebtedness of Chemours or any guarantor in an aggregate principal amount in excess of $100. The guarantees of the 2027 Notes will rank equally with all other senior indebtedness of the guarantors. The 2027 Notes rank equally in right of payment to all of Chemours’ existing and future unsecured unsubordinated debt and are senior in right of payment to all of Chemours’ existing and future debt that is by its terms expressly subordinated in right of payment to the 2027 Notes. The 2027 Notes are subordinated to indebtedness under the Senior Secured Credit Facilities as well as any future secured debt to the extent of the value of the assets securing such debt, and structurally subordinated to the liabilities of any non-guarantor subsidiaries.

The following table sets forth the ~~2027 Notes, in whole or in part, at an amount equal to 100%~~components of the ~~aggregate principal amount plus a specified “make-whole” premium~~Company’s debt at March 31, 2018 and accrued and unpaid interest, if any, to the date of purchase prior to February 15, 2027. Chemours may also redeem some or all of the 2027 Notes by means other than a redemption, including tender offer and open market repurchases. Chemours is obligated to offer to purchase the 2027 Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events. December 31, 2017.

~~Chemours has required quarterly principal payments related to the~~Senior Secured Credit Facilities

The Company’s credit agreement, as amended, provides for seven-year, senior secured term loans ~~equivalent~~and a five-year, $750 senior secured revolving credit facility (Revolving Credit Facility). No borrowings were outstanding under the Revolving Credit Facility at March 31, 2018 or December 31, 2017; however, Chemours had $106 and $101 in letters of credit issued and outstanding under this facility at March 31, 2018 and December 31, 2017, respectively. At March 31, 2018, the effective interest rates on the class of term loans denominated in U.S. dollars (Dollar Term Loan) and the class of term loans denominated in euros (Euro Term Loan) were 4.15% and 3.00%, respectively. Also, at March 31, 2018, commitment fees on the Revolving Credit Facility were assessed at a rate of 0.20% per annum.

As discussed more fully in “Note 23 – Subsequent Events,” on April 3, 2018, the Company entered into an amended and restated credit agreement with respect to ~~1.00% per annum through March 2022,~~its senior secured credit facilities.

In October 2017, Chemours executed a build-to-suit lease agreement to construct a new 312,000-square-foot research and development facility on the Science, Technology, and Advanced Research campus of the University of Delaware (UD) in Newark, Delaware (The Chemours Discovery Hub). The land on which The Chemours Discovery Hub will be located is leased to a third-party owner-lessor by UD, and Chemours will act as the construction agent and ultimate lessee of the facility based on the Company’s agreement with the owner-lessor. Project costs paid by the owner-lessor are reflected in the Company’s consolidated balance ~~due at maturity. Term loan principal maturities,~~sheets as ~~amended, over~~construction-in-progress within property, plant, and equipment, and a corresponding build-to-suit lease liability within long-term debt. Through March 31, 2018, project costs paid by the ~~next five years are $3 for the remainder~~owner-lessor amounted to $19. Construction of ~~2017 and approximately $14 in each year from 2018~~The Chemours Discovery Hub is expected to ~~2021.~~ be completed by early 2020.

Debt maturities related to the ~~New Term Loans~~Company’s senior secured term loans under the amended and restated credit agreement are discussed more fully in “Note 23 – Subsequent Events.” Debt maturities related to the Company’s Notes (collectively, the 2023 Notes, the 2025 Notes, the Euro Notes, and the 2027 Notes) in ~~2022~~2023 and beyond will be ~~$4,085.~~

Following the end of each fiscal year commencing on the year ended December 31, 2016, on an annual basis, the Company is also required to make additional principal repayments, depending on leverage levels as defined in the credit agreement, equivalent to up to 50% of excess cash flow based on certain leverage targets with stepdowns to 25% and 0% as actual leverage decreases to below a 3.00 to 1.00 leverage target. No principal repayments were required to be made in 2017 based upon the December 31, 2016 excess cash flow determined under the credit agreement.$2,773.

The fair values of the Dollar Term Loan, the Euro Term Loan, the 2023 Notes, the 2025 Notes, the Euro Notes, and the 2027 Notes at ~~September 30, 2017~~March 31, 2018 were ~~approximately $931, $469, $1,235, $834, $372~~$922, $490, $1,217, $812, $383, and ~~$520,~~$502, respectively. The estimated fair values of the ~~New~~Dollar Term ~~Loans~~Loan, the Euro Term Loan, and the Notes are based on quotes received from ~~third party~~third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy.

The following table sets forth the components of the Company’s other liabilities at March 31, 2018 and December 31, 2017.

In addition to the matters discussed below, Chemours, by virtue of its status as a subsidiary of DuPont prior to the separation, is subject to or required under the separation-related agreements executed prior to the separation to indemnify DuPont against various pending legal proceedings arising out of the normal course of Chemours’ business including product liability, intellectual property, commercial, environmental, and ~~antitrust~~anti-trust lawsuits. It is not possible to predict the outcomes of these various proceedings. Except for the litigation specific to PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) and ~~Fayetteville, North Carolina~~ GenX and other perfluorinated and polyfluorinated compounds for which separate assessments are provided below, while management believes it is reasonably possible that Chemours could incur losses in excess of the amounts accrued, if any, for the aforementioned proceedings, it does not believe any such loss would have a material impact on Chemours’ consolidated financial position, results of operations, or liquidity. Disputes between Chemours and DuPont may also arise with respect to indemnification matters, including disputes based on matters of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect Chemours.

In the separation, DuPont assigned its asbestos docket to Chemours. At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, there were approximately 1,600 ~~and 1,900~~ lawsuits pending ~~respectively,~~ against DuPont alleging personal injury from exposure to asbestos. These cases are pending in state and federal court in numerous jurisdictions in the U.S. and are individually set for trial. A small number of cases are pending outside the U.S. Most of the actions were brought by contractors who worked at sites between 1950 and the 1990s. A small number of cases involve similar allegations by DuPont employees or household members of contractors or DuPont employees. Finally, certain lawsuits allege personal injury as a result of exposure to DuPont products.

At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, Chemours had an accrual of ~~$41~~$38 related to this matter. Chemours reviews this estimate and related assumptions quarterly. ~~Management believes that the likelihood is remote that Chemours would incur losses in excess of the amounts accrued in connection with this matter.~~

In the separation, DuPont assigned its benzene docket to Chemours. As of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, there were 2018 and 2717 cases pending against DuPont alleging benzene-related illnesses, respectively. These cases consist of premises matters involving contractors and deceased former employees who claim exposure to benzene while working at DuPont sites primarily in the 1960s through the 1980s, and product liability claims based on alleged exposure to benzene found in trace amounts in aromatic hydrocarbon solvents used to manufacture DuPont products such as paints, thinners, and reducers.

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

Management believes that a loss is reasonably possible related to these matters; however, given the evaluation of each benzene matter is highly fact-driven and impacted by disease, exposure, and other factors, a range of such losses cannot be reasonably estimated at this time.

Prior to the fourth quarter of 2014, the performance chemicals segment of DuPont made PFOA at its Fayetteville, North Carolina plant and used PFOA as a processing aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey; Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours.

Chemours recorded accruals of ~~$15~~$16 and ~~$349~~$14 related to the PFOA matters discussed below at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively. Specific to the PFOA MDL Settlement (also discussed below), the Company recorded an accrual of $335 at December 31, 2016, which was paid in installments of $15 and $320 during the second and third quarters of 2017, respectively.

These accruals also include charges related to DuPont’s obligations under agreements with the U.S. Environmental Protection Agency (EPA) and voluntary commitments to the New Jersey Department of Environmental Protection. These obligations and voluntary commitments include surveying, sampling, and testing drinking water in and around certain Company sites offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national health advisory. A provisional health advisory level was set by the EPA in 2009 at 0.4 parts per billion (ppb) that includes PFOA in drinking water. In May 2016, the EPA announced a health advisory level of 0.07 ppb that includes PFOA in drinking water. As a result, Chemours recorded an additional $4 in the second quarter of 2016 based on management’s best estimate of the impact of the new health advisory level on the Company’s obligations to the EPA, which have expanded the testing and water supply commitments previously established. Based on prior testing, the Company has initiated additional testing and treatment in certain additional locations in and around the Chambers Works and Washington Works plants. The Company will continue to work with the EPA regarding the extent of work that may be required with respect to these matters.

In February 2018, the State of Ohio initiated litigation against DuPont regarding historical PFOA emissions from the Washington Works site. Chemours is an additional named defendant. Ohio alleges damage to natural resources and seeks damages including remediation and other costs and punitive damages. This action is in its early stages and it is not possible at this point to predict the timing, course, or outcome.

In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court alleging that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water.

DuPont and attorneys for the class reached a settlement in 2004 that binds about 80,000 residents. In 2005, DuPont paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel designated to fund a community health project. DuPont funded a series of health studies which were completed in October 2012 by an independent science panel of experts (C8 Science Panel). The studies were conducted in communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and human disease. The C8 Science Panel found probable links, as defined in the settlement agreement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia, kidney cancer, testicular cancer, thyroid disease, ulcerative colitis, and diagnosed high cholesterol.

In May 2013, a panel of three independent medical doctors released its initial recommendations for screening and diagnostic testing of eligible class members. In September 2014, the medical panel recommended follow-up screening and diagnostic testing three years after initial testing, based on individual results. The medical panel has not communicated its anticipated schedule for completion of its protocol. DuPont is obligated to fund up to $235 for a medical monitoring program for eligible class members and, in addition, administrative cost associated with the program, including class counsel fees. In January 2012, DuPont, put $1 in an escrow account to fund medical monitoring as required by the settlement agreement. The court-appointed ~~Director~~director of ~~Medical Monitoring~~medical monitoring established the program to implement the medical panel’s recommendations and the registration process, as well as eligibility screening, is ongoing. Diagnostic screening and testing is ongoing and associated payments to service providers are being disbursed from the escrow account. As of ~~September 30, 2017, less than~~March 31, 2018, approximately $1 has been disbursed from the escrow account related to medical monitoring. While it is probable that the Company will incur costs related to the medical monitoring program discussed above, such costs cannot be reasonably estimated due to uncertainties surrounding the level of participation by eligible class members and the scope of testing.

In addition, under the Leach settlement agreement, DuPont must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts and private well users. At separation, this obligation was assigned to Chemours, which is included in the accrual amounts recorded as of ~~September 30, 2017.~~March 31, 2018.

Under the Leach settlement, class members may pursue personal injury claims against DuPont only for those human diseases for which the C8 Science Panel determined a probable link exists. Approximately 3,500 lawsuits were filed in various federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation (MDL) in Ohio federal court.

In March 2017, DuPont entered into an agreement with the MDL plaintiffs’ counsel providing for a global settlement of all cases and claims in the MDL, including all filed and unfiled personal injury cases and claims that are part of the plaintiffs’ counsel’s claim inventory, as well as cases that have been tried to a jury verdict (MDL Settlement). The total settlement amount is $670.7 in cash, with half paid by Chemours and half paid by DuPont. DuPont’s payment was not subject to indemnification or reimbursement by Chemours, and Chemours accrued $335 associated with this matter at December 31, 2016. In exchange for payment of the total settlement amount, DuPont and Chemours received a complete release of all claims by the settling plaintiffs. ~~As described below, the settling plaintiffs include all but approximately 10 of the plaintiffs who filed cases in the MDL.~~ The MDL Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by DuPont or Chemours. As of September 30, 2017, Chemours ~~has~~had paid the full $335 accrued under the MDL Settlement.

DuPont and Chemours agreed to a limited sharing of potential future PFOA costs (indemnifiable losses, as defined in the separation agreement between DuPont and Chemours) for a period of five years. During that five-year period, Chemours will annually pay future PFOA costs up to $25 and, if such amount is exceeded, DuPont will pay any excess amount up to the next $25 (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess costs under the terms of the separation agreement. After the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the separation agreement will continue unchanged. Chemours has also agreed that it will not contest its indemnification obligations to DuPont under the separation agreement for PFOA costs on the basis of ostensible defenses generally applicable to the indemnification provisions under the separation agreement, including defenses relating to punitive damages, fines or penalties, or attorneys’ fees, and waives any such defenses with respect to PFOA costs. Chemours has, however, retained other defenses, including as to whether any particular PFOA claim is within the scope of the indemnification provisions of the separation agreement.

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

The MDL Settlement does not resolve PFOA personal-injury claims of plaintiffs who did not have cases or claims in the MDL or personal-injury claims based on diseases first diagnosed after February 11, 2017. Since the resolution of the MDL, ~~three~~ personal-injury cases have been filed in West Virginia, Ohio, and New York courts. The New York matters, which are not part of the Leach class, are brought by three individual plaintiffs alleging negligence and other claims in the release of perfluorinated compounds, including PFOA, into drinking water, and seeking compensatory and punitive damages against current and former owners and suppliers of a manufacturing facility in Hoosick Falls, New York.

Management believes that the probability of loss is reasonably possible but not estimable at this time due to various reasons including, among others, that the proceedings are in early stages and there are significant factual issues to be resolved.

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

In February 2018, the New Jersey-American Water Company, Inc. (NJAW), filed suit against DuPont and Chemours in New Jersey federal court alleging that discharges of perfluorochemicals, in violation of the New Jersey Compensation and Control Act, were made into groundwater utilized in the NJAW Penns Grove water system. NJAW alleges that damages include costs associated with remediating, operating, and maintaining its system, and attorney fees.

Chemours accrued $335 associated with the MDL Settlement at December 31, 2016, of which all $335 ~~has~~had been paid ~~through September 30,~~as of December 31, 2017. There could be additional lawsuits filed related to DuPont’s use of PFOA, its manufacture of PFOA, or its customers’ use of DuPont products that may not be within the scope of the MDL Settlement. Any such litigation could result in Chemours incurring additional costs and liabilities. Management believes it is reasonably possible that the Company could incur losses related to other PFOA matters in excess of amounts accrued, but any such losses are not estimable at this time due to various reasons including, among others, that such matters are in early stages and have significant factual issues to be resolved.

Six lawsuits, including one putative class action, are pending against DuPont by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. Five of the lawsuits allege that Chemours is now responsible for DuPont environmental liabilities. The lawsuits include allegations for personal injury damages, property diminution, and damages under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA, often referred to as Superfund). At separation, DuPont assigned Chemours its former plant site, which is located south of the residential portion of the Superfund area, and its responsibility for the environmental remediation at the Superfund site. DuPont has requested that Chemours defend and indemnify it, and Chemours has agreed to do so under a reservation of rights. Management believes a loss is reasonably possible, but not estimable at this time due to various reasons including, among others, that such matters are in early stages and have significant factual issues to be resolved.

As reported in the press and noted in public statements by the Company, governmental agencies and local community members have made inquiries and engaged in discussions with the Company with respect to the discharge of the polymerization processing aid HFPO Dimer Acid (sometimes referred to as GenX or C3 Dimer) and perfluorinated and polyfluorinated compounds from the Company’s facility in Fayetteville, North Carolina into the Cape Fear River, groundwater, and air. The Company believes that such discharges have not impacted the safety of drinking water in North Carolina. ~~Nevertheless, to address community concerns, the~~The Company has ~~voluntarily~~ commenced capturing and separately disposing ~~certain~~ process wastewater from the Fayetteville ~~facility. The Company~~facility and is ~~also~~ cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental entities, including responding to ~~two~~ federal grand jury ~~subpoenas.~~subpoenas, issued in connection with an ongoing investigation being conducted by the U.S. Attorney’s Office for the Eastern District of North Carolina and the Environmental and Natural Resources Division of the U.S. Department of Justice.

In September 5, 2017, the North Carolina Department of Environmental Quality (NC DEQ) issued a 60-day notice of intent to suspend the permit for the Fayetteville facility and the State of North Carolina filed an action in North Carolina state court regarding the discharges seeking a temporary restraining order and preliminary injunction, as well as other relief including abatement and site correction. ~~On September 8, 2017, a~~A partial consent order was entered partially resolving the ~~State’s~~state’s action in return for the Company’s agreement to continue and supplement the voluntary wastewater-disposal measures it had previously commenced and to provide certain information. ~~On October 24,~~In November 2017, NC DEQ informed the Company that ~~based on measures taken by~~it was suspending the ~~Company following September 5, 2017, it has concluded at the present time, that it is not necessary to suspend the~~process wastewater discharge permit for the Fayetteville facility. The Company thereafter commenced the capture and separate disposal of all process wastewater from the Fayetteville facility related to the Company’s own operations. In April 2018, the North Carolina Department of Air Quality (NC DAQ) issued a 60-day Notice of Intent to modify the Fayetteville site’s air emissions permit to ensure that air emissions do not contribute or cause violations of groundwater rules. The NC DEQ amended its complaint regarding air emissions and groundwater. The Company continues to take action in response to these issues and will continue efforts to reach final resolution. It is ~~continuing~~possible that issues relating to ~~cooperate~~groundwater deposition and/or air emissions could result in further litigation or regulatory demands with ~~and discuss these matters with~~regard to the ~~State and NC DEQ.~~Fayetteville facility, including potential permit modifications that, if effected, could affect the facility’s continued operations.

~~A number of additional~~Civil actions have been filed against the Company and DuPont in North Carolina federal court relating to discharges from the Fayetteville ~~site, including an~~site. These actions include, a consolidated action brought by ~~the Cape Fear Public Utility Authority and one brought by Brunswick County, both~~water systems seeking damages and injunctive relief, ~~and multiple~~a consolidated purported class ~~actions~~action seeking medical monitoring and property damage and/or other monetary and injunctive relief on behalf of the putative classes of property owners and residents in areas near or

that draw drinking water from the Cape Fear ~~River.~~River, and an action by private well owners seeking compensatory and punitive damages. It is ~~also~~ possible that additional litigation may be filed against the Company and/or DuPont concerning the discharges. The Company believes it has valid defenses to such litigation including that the discharges did not impact the safety of drinking water or cause any damages or injury.

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

Chemours, ~~by virtue~~due to the terms of its ~~status as a subsidiary of~~separation-related agreements with DuPont, ~~prior to the separation,~~ is subject to contingencies pursuant to environmental laws and regulations that in the future may require further action to correct the effects on the environment of prior disposal practices or releases of chemical substances by Chemours or other parties. Much of this liability results from CERCLA, the Resource Conservation and Recovery Act, and similar state and global laws. These laws require Chemours to undertake certain investigative, remediation, and restoration activities at sites where Chemours conducts or once conducted operations or at sites where Chemours-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified for which it is probable that environmental remediation will be required, but which are not currently the subject of enforcement activities.

At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, the consolidated balance sheets included a liability relating to these matters of ~~$268~~$254 and ~~$278,~~$253, respectively, which, in management’s opinion, is appropriate based on existing facts and circumstances. The time-frame for a site to go through all phases of remediation (investigation and active clean-up) may take about 15 to 20 years, followed by several years of ~~ongoing~~operation, maintenance, and monitoring (OM&M) activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory requirements, as well as the presence or absence of other potentially responsible parties. In addition, for claims that Chemours may be required to indemnify DuPont pursuant to the separation-related agreements, Chemours, through DuPont, has limited available information for certain sites or is in the early stages of discussions with regulators. For these sites in particular, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately $510 above the amount accrued at ~~September 30, 2017.~~March 31, 2018.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ Chemours incurred environmental remediation expenses of ~~$36~~$11 and ~~$16,~~$9, respectively.

Based on existing facts and circumstances, management does not believe that any loss, in excess of amounts accrued, related to remediation activities at any individual site will have a material impact on the Company’s financial position, results of operations, or cash flows in any given year, as such obligation can be satisfied or settled over many years.

On November 30, 2017, the Company’s board of directors approved a share repurchase program authorizing the purchase of shares of Chemours’ issued and outstanding common stock in an aggregate amount not to exceed $500, plus any associated fees or costs in connection with the Company’s share repurchase activity. Under the share repurchase program, shares of Chemours’ common stock may be purchased on the open market from time to time, subject to management’s discretion, as well as general business and market conditions. The Company’s share repurchase program became effective on November 30, 2017 and continues through its expiration on December 31, 2020. The program may be suspended or discontinued at any time. All common shares purchased under the share repurchase program are held as treasury stock and are accounted for using the cost method.

Under the share repurchase program, the Company purchased an additional 4,979,152 shares of Chemours’ issued and outstanding common stock during the first quarter of 2018, which amounted to $245 at an average share price of $49.17 per share. Of the 4,979,152 shares purchased by the Company, 324,600 shares amounting to $15 settled subsequent to March 31, 2018. As of March 31, 2018, the Company has purchased a cumulative 7,365,558 shares of Chemours’ issued and outstanding common stock, which amounted to $361 at an average share price of $49.05 per share. The aggregate amount of Chemours’ common stock that remained available for purchase under the share repurchase program at March 31, 2018 was $139.

In the ordinary course of business, Chemours enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency risks. The Company has established a derivative program to be utilized for financial risk management. This program reflects varying levels of exposure coverage and time horizons based on an assessment of risk. The derivative program operates within Chemours’ financial risk management policies and guidelines.

Chemours uses foreign currency forward contracts to reduce its net exposure, by currency, related to non-functional currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. These derivative instruments are not part of a cash flow hedge program or a fair value hedge program, and have not been designated as a hedge. Although all of the forward contracts are subject to an enforceable master netting agreement, Chemours has elected to present the derivative assets and liabilities on a gross basis on its consolidated balance sheets. No collateral has been required for these contracts. All gains and losses resulting from the revaluation of the derivative assets and liabilities are recognized in other income, net in the consolidated statements of operations during the period in which they occurred. Gains and losses on the Company’s derivative instruments are intended to be offset by any gains or losses on the underlying asset or liability.

At ~~September 30, 2017,~~March 31, 2018, there were 2620 foreign currency forward contracts outstanding, with an aggregate ~~gross~~ notional ~~value~~U.S. dollar equivalent of ~~$619.~~$547. There were no foreign currency forward contracts outstanding at December 31, 2017. Chemours recognized in other income, net of the consolidated statements of operations, a net gain of $4 and a net loss of $1 ~~and a net gain of $6~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~respectively, and net losses of $2 for the three and nine months ended September 30, 2016.~~respectively.

Chemours designated its Euro Notes and ~~beginning in April 2017, also designated its new~~ Euro Term Loan as a hedge of its net investments in certain of its international subsidiaries that use the ~~Euro~~euro as their functional currency in order to reduce the volatility in stockholders’ equity caused by the changes in foreign currency exchange rates of the ~~Euro~~euro with respect to the U.S. ~~Dollar.~~dollar. Chemours uses the spot method to measure the effectiveness of its net investment hedge. For each reporting period, the change in the carrying value of the Euro Notes and the Euro Term Loan due to remeasurement of the effective portion are reported in accumulated other comprehensive loss on the consolidated balance sheets, and the remaining change in the carrying value of the ineffective portion, if any, is recognized in other income, net in the consolidated statements of operations. Chemours evaluates the effectiveness of its net investment hedge quarterly. Chemours did not record any ineffectiveness for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 or ~~2016.~~2017. The Company recognized pre-tax losses of ~~$26~~$34 and ~~$76~~$10 on its net investment hedges within accumulated other comprehensive loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, respectively.

The Chemours Company ~~recognized pre-tax losses of $6 and $9 on its net investment hedges for~~

Notes to the ~~three and nine months ended September 30, 2016, respectively.~~Interim Consolidated Financial Statements (Unaudited)

The following table ~~below presents~~sets forth the fair value of ~~Chemours’~~the Company’s derivative assets and liabilities, and their level within the fair value ~~hierarchy:~~hierarchy, at March 31, 2018 and December 31, 2017.

		Fair Value Using Level 2 Inputs					Fair Value Using Level 2 Inputs
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	March 31, 2018		December 31, 2017
Asset derivatives:
Foreign currency forward contracts	Accounts and notes receivable - trade, net	$	3	$	2	Accounts and notes receivable, net	$	1	$	—
Total asset derivatives		$	3	$	2		$	1	$	—

Liability derivatives:
Foreign currency forward contracts	Other accrued liabilities	$	4	$	4	Other accrued liabilities	$	2	$	—
Total liability derivatives		$	4	$	4		$	2	$	—

The Company’s foreign currency forward contracts are classified as Level 2 financial instruments within the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data, and subjected to tolerance/quality checks.

Chemours sponsors defined benefit pension plans for certain of its employees in various jurisdictions outside of the U.S. The Company’s net periodic pension income is based on estimated values and an extensive use of assumptions about the discount rate, expected return on plan assets, and the rate of future compensation increases received by ~~the Company's~~its employees.

21The following table sets forth the Company’s net periodic pension income and amounts recognized in other comprehensive income (loss) for the three months ended March 31, 2018 and 2017.

The Company made cash contributions of $4 to its pension plans during the three months ended March 31, 2018, and expects to make additional cash contributions of $11 to its pension plans during the remainder of 2018.

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

The Company made cash contributions of $4 and $14 to its pension plans during the three and nine months ended September 30, 2017 and expects to make additional cash contributions of $11 to its pension plans during the fourth quarter of 2017. Of these remaining contributions, $10 relates to the settlement of the U.S. Pension Restoration Plan (U.S. PRP), which was a supplemental pension plan for certain U.S. employees. The liability associated with the U.S PRP was transferred to Chemours from DuPont at the date of separation, at which point the plan ceased accepting new participants. In October 2017, the Company made a cash payment of $10 to settle the remaining liability attributable to the remaining participants in the U.S. PRP.

Total stock-based compensation cost included in the consolidated statements of operations was $6$9 and ~~$21~~$6 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~respectively, and $6 and $17 for the three and nine months ended September 30, 2016,~~ respectively. The income tax provision for the three and nine months ended September 30, 2017 is inclusive of $5 and $18 in income tax benefit from windfalls on share-based payments, respectively, due to the Company’s adoption of ASU No. 2016-09 during 2017.

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

A total of 19,000,000 shares of the Company’s common stock may be subject to awards granted under the 2017 Plan, less one share for every one share that was subject to an option or stock appreciation right granted after December 31, 2016 under the Prior Plan, and one-and-a-half shares for every one share that was subject to an award other than an option or stock appreciation right granted after December 31, 2016 under the Prior Plan. Any shares that are subject to options or stock appreciation rights will be counted against this limit as one share for every one share granted, and any shares that are subject to awards other than options or stock appreciation rights will be counted against this limit as one-and-a-half shares for every one share granted. Awards that were outstanding under the Prior Plan remain outstanding under the Prior Plan in accordance with their terms. Shares underlying awards granted under the Prior Plan after December 31, 2016 that are forfeited, cancelled or that otherwise do not result in the issuance of shares, will be available for issuance under the 2017 Plan. At September 30, 2017, 17,650,034 shares of equity and incentive plan reserve are available for grants under the 2017 Plan.

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

In the three months ended March 31, 2018, Chemours granted approximately 470,000 non-qualified stock options to certain of its employees, which will ~~serially~~ vest over a three-year period and expire 10 years from the date of grant. The ~~expense related to~~fair value of the stock options is based upon the Black-Scholes valuation model.

The following table sets forth the assumptions used to determine the fair value of stock option awards granted induring the ~~nine~~three months ended ~~September 30, 2017 was based on the weighted-average assumptions shown in the table below:~~March 31, 2018.

	Nine Months Ended September 30, 2017			Three Months Ended March 31, 2018
Risk-free interest rate		2.14	%		2.64	%
Expected term (years)		6.00			6.00
Volatility		44.49	%		47.56	%
Dividend yield		0.35	%		1.40	%
Fair value per stock option	$	15.21		$	20.55

The Company ~~determined the dividend yield by dividing the expected annual dividend on the Company's~~recorded $5 and $1 in stock-based compensation expense specific to its stock ~~by the option exercise price. A historical daily measurement of volatility is determined based on the average volatility of peer companies adjusted~~options for the Company’s debt leverage. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined using a simplified approach, calculated as the midpoint between the graded vesting period and the contractual life of the award.

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

March 31, 2018 and 2017, respectively. At March 31, 2018, approximately 6,770,000 stock options remain outstanding.

In the table above represent the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day at the end of the quarter and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at quarter-end. The amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised for the ninethree months ended ~~September 30, 2017 was $42. The total intrinsic value of options exercised for the nine months ended September 30, 2016 was insignificant.~~

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

March 31, 2018, Chemours granted approximately 110,000 RSUs to ~~key management~~certain of its employees, ~~that generally~~which will vest over a three-year period and, upon vesting, convert one-for-one to Chemours’ common stock. The fair value of ~~all stock-settled~~the RSUs is based upon the market price of the underlying common stock as of the grant date.

~~Non-vested awards of RSUs primarily include awards without a performance condition, as well as a small subset of awards for which specific levels of cost savings~~ recorded $2 and ~~revenue enhancements must be achieved for vesting to occur. Non-vested awards, both with and without a performance condition, at September 30, 2017 are shown below:~~

~~At September 30, 2017, there was $7 of unrecognized~~$4 in stock-based compensation expense ~~related~~specific to ~~non-vested awards, which is expected to be recognized over a weighted-average period of 0.78 years.~~its RSUs for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018, approximately 970,000 RSUs remain non-vested.

In the three months ended March 31, 2018, Chemours ~~issued~~granted approximately 140,000 PSUs to key senior management employees, which, upon vesting, convert one-for-one to Chemours’ common stock if specified performance goals, including certain market-based conditions, are met over the three-year performance period specified in the grant, subject to exceptions through the respective vesting period of three years. Each grantee is granted a target award of PSUs, and may earn between 0% and 200% of the target amount depending on the Company’s performance against stated performance goals. The Company recorded stock-based compensation related to PSUs as a component of selling, general and administrative expense of approximately $2 and $5 for the three and nine months ended September 30, 2017, respectively, and less than $1 and $1 for the three and nine months ended September 30, 2016, respectively.

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

A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using the Monte Carlo valuation method, which assesses probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based condition is satisfied.

The ~~per unit weighted-average fair value at the date of grant~~Company recorded $2 and $1 in stock-based compensation expense specific to its PSUs for ~~PSUs granted during~~ the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~was $55.02 and $40.30,~~ respectively. The fair value of each PSU grant is amortized monthly into compensation expense based on their respective vesting conditions over three annual measurement periods. The accrual of compensation costs is based on our estimateAt March 31, 2018, approximately 810,000 PSUs at 100% of the final expected value of the award, and is adjusted as required for the portion based on the performance-based condition. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of PSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the PSUs.target amount remain non-vested.

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

On January 26, 2017, the Company’s board of directors approved The Chemours Company Employee Stock Purchase Plan (ESPP), which was approved by Chemours’ stockholders on April 26, 2017. Under the ESPP, a total of 7,000,000 shares of Chemours’ common stock ~~are~~is reserved and authorized for issuance to participating employees, as defined by the ESPP, which excludes executive officers of the Company. The ESPP provides for consecutive 12-month offering periods, each with four purchase periods beginning and ending on the calendar quarters within those offering periods. The initial offering period under the ESPP began on October 2, 2017. Participating employees ~~will be~~are eligible to purchase the Company’s common stock at a discounted rate equal to 95% of its fair value on the last trading day of each purchase period. In the first quarter of 2018, the Company executed an open market transaction to purchase Company stock on behalf of ESPP participants. Total purchases amounted to less than $1, which was used to purchase approximately 12,000 shares of Chemours’ common stock for the purchase period ending December 31, 2017.

Chemours’ operations are classified into three reportable segments based on similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution and regulatory environments. Chemours’ reportable segments are: Fluoroproducts, Chemical Solutions, and Titanium ~~Technologies, Fluoroproducts and Chemical Solutions.~~Technologies. Corporate costs and certain legal and environmental expenses that are not allocated to the reportable segments and foreign exchange gains and losses are reflected in Corporate and Other.

Segment sales include transfers to another reportable segment. Certain products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. These product transfers were limited and were not significant for each of the periods presented. Depreciation and amortization includes depreciation on research and development facilities and the amortization of other intangible assets, excluding ~~write-down~~any write-downs of assets.

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

The following table sets forth certain summary financial information for the Company’s reportable segments and Corporate and Other for the three months ended March 31, 2018 and 2017.

Three Months Ended September 30,

Titanium
Technologies

Fluoroproducts

Chemical
Solutions

Corporate and
Other

Total

2017

Net sales to external customers

$
799

$
637

$
148

$
—

$
1,584

Adjusted EBITDA

249

158

18

(44
)

381

Depreciation and amortization

24

28

4

6

62

2016

Net sales to external customers

$
625

$
591

$
182

$
—

$
1,398

Adjusted EBITDA

144

143

9

(28
)

268

Depreciation and amortization

32

26

6

9

73

Nine Months Ended September 30,

Titanium
Technologies

Fluoroproducts

Chemical
Solutions

Corporate and
Other

Total

2017

Net sales to external customers

$
2,173

$
1,998

$
437

$
—

$
4,608

Adjusted EBITDA

601

510

37

(120
)

1,028

Depreciation and amortization

89

81

13

21

204

2016

Net sales to external customers

$
1,742

$
1,695

$
641

$
—

$
4,078

Adjusted EBITDA

309

333

30

(89
)

583

Depreciation and amortization

87

75

24

26

212

The following istable sets forth a ~~tabular~~ reconciliation of Adjusted EBITDA to the Company’s consolidated net income before income taxes ~~to Adjusted EBITDA:~~for the three months ended March 31, 2018 and 2017.

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Income before income taxes

$
250

$
234

$
649

$
262

Interest expense, net

55

51

161

157

Depreciation and amortization

62

73

204

212

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

(7
)

(5
)

(24
)

(19
)
Exchange losses (gains)

4

17

(3
)

37

Restructuring charges

8

14

31

41

Asset-related charges

1

46

3

109

Gain on sale of assets and businesses

—

(169
)

(14
)

(258
)
Transaction costs ¹

1

2

3

18

Legal and other charges ²

7

5

18

24

Adjusted EBITDA

$
381

$
268

$
1,028

$
583

	Three Months Ended March 31,
	2018			2017
Income before income taxes	$	381		$	173
Interest expense, net		52			51
Depreciation and amortization		70			71
Non-operating pension and other post-retirement employee benefit income		(7	)		(8	)
Exchange gains		—			(5	)
Restructuring, asset-related, and other charges, net		10			12
Gain on sale of assets and businesses (1)		(42	)		(16	)
Legal and other charges (2)		4			7
Adjusted EBITDA	$	468		$	285

On April 2, 2018, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Stock Purchase Agreement (SPA) to acquire all of the outstanding stock of ICOR International, Inc. (ICOR), a closely-held private company that produces, sells, and distributes replacement refrigerant gases for use in commercial, industrial, and automotive refrigerant applications, for $35 in total consideration. Pursuant to the terms of the SPA, the Company paid $32 at closing in the all-cash acquisition, which is subject to customary working capital and other adjustments within a specified time period. The acquisition of ICOR complements the Company’s existing portfolio of product offerings within the Fluoroproducts segment, as well as provides the Company with access to ICOR’s established customer base and assembled workforce. The Company will account for the acquisition of ICOR as a business combination, and as such, all assets acquired and liabilities assumed will be recorded at their estimated fair values, and the excess of the consideration transferred over the fair value of the net assets acquired will be recorded as goodwill within the Fluoroproducts segment.

On April 3, 2018, the Company entered into an amended and restated credit agreement that provides for a seven-year, senior secured term loan facility and a five-year, $800 senior secured revolving credit facility (New Revolving Credit Facility) (collectively, the New Senior Secured Credit Facilities).

The senior secured term loan facility provides for a class of term loans, denominated in U.S. dollars, in an aggregate principal amount of $900 (New Dollar Term Loan) and a class of term loans, denominated in euros, in an aggregate principal amount of €350 (New Euro Term Loan) (collectively, the New Term Loans). The proceeds of the New Term Loans, together with cash on hand, were primarily used to prepay in full all outstanding amounts under the Company’s existing credit agreement, which amounted to $921 and €393 at March 31, 2018. The New Dollar Term Loan bears a variable interest rate equal to, at the election of the Company, adjusted LIBOR plus 1.75% or adjusted base rate plus 0.75%, subject to an adjusted LIBOR or an adjusted base rate floor of 0.00% or 1.00%, respectively. The New Euro Term Loan bears a variable interest rate equal to adjusted EURIBOR plus 2.00%, subject to an adjusted EURIBOR floor of 0.50%. The New Term Loans will mature on April 3, 2025, and are subject to acceleration in certain circumstances.

The proceeds of any loans made under the New Revolving Credit Facility can be used for working capital needs and other general corporate purposes, including permitted acquisitions and other transactions, as defined under the amended and restated credit agreement. The New Revolving Credit Facility bears a variable interest rate range based on the Company’s total net leverage ratio, as defined in the amended and restated credit agreement, between (i) a 0.25% and a 1.00% spread for adjusted base rate loans, and (ii) a 1.25% and a 2.00% spread for LIBOR and EURIBOR loans. In addition, the Company is required to pay a commitment fee on the average daily unused amount of the New Revolving Credit Facility within an interest rate range based on its total net leverage ratio, between 0.10% and 0.25%. The New Revolving Credit Facility will mature on April 3, 2023, and is subject to acceleration in certain circumstances.

The amended and restated credit agreement also modifies or eliminates certain provisions of the Company’s existing credit agreement, including certain negative covenants to allow for further flexibility. Under the amended and restated credit agreement, solely with respect to the New Revolving Credit Facility, the Company is required to not exceed a maximum senior secured net leverage ratio of: (i) 2.50 to 1.00 in each quarter through June 30, 2018; (ii) 2.25 to 1.00 in each quarter through December 31, 2018; and, (iii) 2.00 to 1.00 in each quarter beginning January 1, 2019, through the date of maturity. The Company’s minimum interest coverage ratio requirements under the existing credit agreement were eliminated in the amended and restated credit agreement. In addition, the amended and restated credit agreement contains customary affirmative and negative covenants that, among other things, limit or restrict the Company’s and its subsidiaries’ ability, subject to certain exceptions, to incur additional indebtedness or liens, pay dividends, and engage in certain transactions, including mergers, acquisitions, asset sales, or investments, outside of specified carve-outs. The amended and restated credit agreement also contains customary representations and warranties and events of default, which are substantially similar to those in the existing credit agreement. The Company was in compliance with its debt covenants at March 31, 2018.

The Company’s obligations under the New Senior Secured Credit Facilities are guaranteed on a senior secured basis by all of its material domestic subsidiaries, which are also guarantors of the Company’s outstanding notes, subject to certain exceptions. The obligations under the New Senior Secured Credit Facilities are also, subject to certain exceptions, secured by a first priority lien on substantially all of the Company’s assets and substantially all of the assets of its wholly-owned, material domestic subsidiaries, including 100% of the stock of certain of its domestic subsidiaries and 65% of the stock of certain of its foreign subsidiaries.

The Company has required quarterly payments related to the New Senior Secured Credit Facilities equivalent to 1.00% per annum through December 2024, with the balance due at maturity. Principal maturities on the New Senior Secured Credit Facilities over the next five years are $10 for the remainder of 2018, approximately $13 in each year from 2019 to 2022, and approximately $1,270 in 2023 and beyond. Also, following the end of each fiscal year commencing on the year ended December 31, 2019, on an annual basis, the Company is required to make additional principal payments depending on leverage levels, as defined in the amended and restated credit agreement, equivalent to up to 50% of excess cash flows based on certain leverage targets with step-downs to 25% and 0% as actual leverage decreases to below a 3.50 to 1.00 leverage target.

The transaction resulted in a net prepayment of the Company’s total outstanding senior secured debt balance by approximately $75, based on the euro exchange rate on April 3, 2018. The Company is currently evaluating the accounting treatment for its amended and restated credit agreement, including the treatment of any related transaction costs.

In connection with its share repurchase program, the Company purchased an additional 764,786 shares of Chemours’ issued and outstanding common stock in April 2018, which amounted to $39.

The following guarantor financial information is included in accordance with Rule 3-10 of Regulation S-X (Rule 3-10) in connection with the issuance of the Notes by The Chemours Company (Parent Issuer). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis, in each case, subject to certain exceptions, by the Parent Issuer and by certain of its subsidiaries (together, the Guarantor Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned by the Company. NoNone of the other subsidiaries of the Company, either direct or indirect, guarantee the Notes (together, Non-Guarantor Subsidiaries). The Guarantor Subsidiaries, ~~may~~excluding the Parent Issuer, will be automatically released from those guarantees upon the occurrence of certain customary release provisions.

The following condensed consolidating financial information is presented to comply with the Company’s requirements under Rule 3-10:

The condensed consolidating financial information is presented using the equity method of accounting for the Company’s investments in its 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for ~~Chemours’~~the Company’s share of ~~the~~its subsidiaries’ cumulative results of operations, capital contributions, distributions, and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information ~~in this footnote~~included herein should be read in conjunction with the consolidated financial statements presented and ~~other notes~~the related ~~thereto contained in this Quarterly Report on Form 10-Q.~~notes.

Three Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
960

$
1,053

$
(429
)

$
1,584

Cost of goods sold

—

773

753

(409
)

1,117

Gross profit

—

187

300

(20
)

467

Selling, general and administrative expense

7

105

43

(7
)

148

Research and development expense

—

19

1

—

20

Restructuring and asset-related charges, net

—

8

—

—

8

Total expenses

7

132

44

(7
)

176

Equity in earnings of affiliates

—

—

9

—

9

Equity in earnings of subsidiaries

233

—

—

(233
)

—

Interest (expense) income, net

(57
)

2

—

—

(55
)
Intercompany interest income (expense), net

16

—

(16
)

—

—

Other income (expense), net

6

22

(17
)

(6
)

5

Income before income taxes

191

79

232

(252
)

250

(Benefit from) provision for income taxes

(16
)

18

42

(1
)

43

Net income

207

61

190

(251
)

207

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income attributable to Chemours
$
207

$
61

$
190

$
(251
)

$
207

Comprehensive income attributable to Chemours
$
228

$
63

$
225

$
(288
)

$
228

Three Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
961

$
847

$
(410
)

$
1,398

Cost of goods sold

—

791

656

(391
)

1,056

Gross profit

—

170

191

(19
)

342

Selling, general and administrative expense

5

115

34

(6
)

148

Research and development expense

—

19

—

—

19

Restructuring and asset-related charges, net

—

60

—

—

60

Total expenses

5

194

34

(6
)

227

Equity in earnings of affiliates

—

1

8

—

9

Equity in earnings of subsidiaries

226

—

—

(226
)

—

Interest expense, net

(50
)

(1
)

—

—

(51
)
Intercompany interest income (expense), net

15

1

(16
)

—

—

Other income, net

5

70

94

(8
)

161

Income before income taxes

191

47

243

(247
)

234

(Benefit from) provision for income taxes

(13
)

29

29

(15
)

30

Net income

204

18

214

(232
)

204

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income attributable to Chemours
$
204

$
18

$
214

$
(232
)

$
204

Comprehensive income attributable to Chemours
$
210

$
18

$
226

$
(244
)

$
210

Nine Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
2,904

$
2,941

$
(1,237
)

$
4,608

Cost of goods sold

—

2,358

2,210

(1,227
)

3,341

Gross profit

—

546

731

(10
)

1,267

Selling, general and administrative expense

26

339

101

(22
)

444

Research and development expense

—

57

4

—

61

Restructuring and asset-related charges, net

—

28

3

—

31

Total expenses

26

424

108

(22
)

536

Equity in earnings of affiliates

—

—

26

—

26

Equity in earnings of subsidiaries

594

—

—

(594
)

—

Interest (expense) income, net

(164
)

1

2

—

(161
)
Intercompany interest income (expense), net

48

—

(48
)

—

—

Other income (expense), net

19

93

(37
)

(22
)

53

Income before income taxes

471

216

566

(604
)

649

(Benefit from) provision for income taxes

(47
)

40

136

1

130

Net income

518

176

430

(605
)

519

Less: Net income attributable to non-controlling interests

—

—

1

—

1

Net income attributable to Chemours
$
518

$
176

$
429

$
(605
)

$
518

Comprehensive income attributable to Chemours
$
675

$
178

$
640

$
(818
)

$
675

Nine Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
2,898

$
2,367

$
(1,187
)

$
4,078

Cost of goods sold

—

2,506

1,921

(1,160
)

3,267

Gross profit

—

392

446

(27
)

811

Selling, general and administrative expense

17

350

103

(16
)

454

Research and development expense

—

58

2

—

60

Restructuring and asset-related charges (credits), net

—

147

(2
)

—

145

Total expenses

17

555

103

(16
)

659

Equity in (loss) earnings of affiliates

—

(2
)

19

—

17

Equity in earnings of subsidiaries

307

—

—

(307
)

—

Interest expense, net

(155
)

(2
)

—

—

(157
)
Intercompany interest income (expense), net

44

4

(48
)

—

—

Other income, net

15

178

72

(15
)

250

Income before income taxes

194

15

386

(333
)

262

(Benefit from) provision for income taxes

(43
)

25

53

(10
)

25

Net income (loss)

237

(10
)

333

(323
)

237

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income (loss) attributable to Chemours
$
237

$
(10
)

$
333

$
(323
)

$
237

Comprehensive income (loss) attributable to Chemours
$
250

$
(10
)

$
355

$
(345
)

$
250

September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
504

$
1,031

$
—

$
1,535

Accounts and notes receivable - trade, net

—

316

626

—

942

Intercompany receivable

19

684

196

(899
)

—

Inventories

—

348

592

(63
)

877

Prepaid expenses and other

—

59

20

—

79

Deferred income taxes

—

—

—

—

—

Total current assets

19

1,911

2,465

(962
)

3,433

Property, plant and equipment

—

6,346

2,066

—

8,412

Less: Accumulated depreciation

—

(4,410
)

(1,052
)

—

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

—

1,936

1,014

—

2,950

Goodwill and other intangible assets, net

—

153

14

—

167

Investments in affiliates

—

—

166

—

166

Investment in subsidiaries

4,114

—

—

(4,114
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

35

101

292

(24
)

404

Total assets
$
5,318

$
4,101

$
3,951

$
(6,250
)

$
7,120

Liabilities and equity

Current liabilities:

Accounts payable
$
—

$
589

$
421

$
—

$
1,010

Current maturities of long-term debt

14

—

—

—

14

Intercompany payable

354

196

349

(899
)

—

Other accrued liabilities

72

310

164

—

546

Total current liabilities

440

1,095

934

(899
)

1,570

Long-term debt, net

4,078

3

—

—

4,081

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

—

107

92

(24
)

175

Other liabilities

—

392

97

—

489

Total liabilities

4,518

1,597

2,273

(2,073
)

6,315

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

800

2,504

1,673

(4,177
)

800

Non-controlling interests

—

—

5

—

5

Total equity

800

2,504

1,678

(4,177
)

805

Total liabilities and equity
$
5,318

$
4,101

$
3,951

$
(6,250
)

$
7,120

December 31, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
224

$
678

$
—

$
902

Accounts and notes receivable - trade, net

—

299

508

—

807

Intercompany receivable

3

1,050

46

(1,099
)

—

Inventories

—

341

476

(50
)

767

Prepaid expenses and other

—

38

32

7

77

Total current assets

3

1,952

1,740

(1,142
)

2,553

Property, plant and equipment, net

—

6,136

1,861

—

7,997

Less: Accumulated depreciation

—

(4,285
)

(928
)

—

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

—

1,851

933

—

2,784

Goodwill and other intangible assets, net

—

156

14

—

170

Investments in affiliates

—

—

136

—

136

Investment in subsidiaries

3,258

—

—

(3,258
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

13

178

226

—

417

Total assets
$
4,424

$
4,137

$
3,049

$
(5,550
)

$
6,060

Liabilities and equity

Current liabilities:

Accounts payable
$
—

$
573

$
311

$
—

$
884

Current maturities of long-term debt

15

—

—

—

15

Intercompany payable

762

46

291

(1,099
)

—

Other accrued liabilities

21

718

133

—

872

Total current liabilities

798

1,337

735

(1,099
)

1,771

Long-term debt, net

3,526

3

—

—

3,529

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

—

59

73

—

132

Other liabilities

—

428

96

—

524

Total liabilities

4,324

1,827

2,054

(2,249
)

5,956

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

100

2,310

991

(3,301
)

100

Non-controlling interests

—

—

4

—

4

Total equity

100

2,310

995

(3,301
)

104

Total liabilities and equity
$
4,424

$
4,137

$
3,049

$
(5,550
)

$
6,060

Nine Months Ended September 30, 2017

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Operating activities

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

$
32

$
364

$
—

$
336

Investing activities

Purchases of property, plant and equipment

—

(204
)

(42
)

—

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

—

39

—

—

39

Intercompany investing activities

—

408

—

(408
)

—

Foreign exchange contract settlements, net

—

5

—

—

5

Cash provided by (used for) investing activities

—

248

(42
)

(408
)

(202
)
Financing activities

Proceeds from the issuance of debt, net

494

—

—

—

494

Intercompany short-term borrowing repayments, net

(408
)

—

—

408

—

Debt repayments

(24
)

—

—

—

(24
)
Dividends paid

(16
)

—

—

—

(16
)
Debt issuance costs

(6
)

—

—

—

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

(10
)

—

—

—

(10
)
Proceeds from issuance of stock options, net

30

—

—

—

30

Cash provided by financing activities

60

—

—

408

468

Effect of exchange rate changes on cash and cash equivalents

—

—

31

—

31

Increase in cash and cash equivalents

—

280

353

—

633

Cash and cash equivalents at beginning of the period

—

224

678

—

902

Cash and cash equivalents at end of the period
$
—

$
504

$
1,031

$
—

$
1,535

	Three Months Ended March 31, 2018
	Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	1,017	$	1,174		$	(461	)	$	1,730
Cost of goods sold		—			798		871			(476	)		1,193
Gross profit		—			219		303			15			537
Selling, general, and administrative expense		10			102		40			(9	)		143
Research and development expense		—			19		1			—			20
Restructuring, asset-related, and other charges, net		—			9		1			—			10
Total expenses		10			130		42			(9	)		173
Equity in earnings of affiliates		—			—		12			—			12
Equity in earnings of subsidiaries		331			—		—			(331	)		—
Interest (expense) income, net		(56	)		2		2			—			(52	)
Intercompany interest income (expense), net		13			1		(14	)		—			—
Other income (expense), net		9			73		(16	)		(9	)		57
Income before income taxes		287			165		245			(316	)		381
(Benefit from) provision for income taxes		(10	)		50		45			(1	)		84
Net income		297			115		200			(315	)		297
Less: Net income attributable to non-controlling interests		—			—		—			—			—
Net income attributable to Chemours	$	297		$	115	$	200		$	(315	)	$	297
Comprehensive income attributable to Chemours	$	373		$	117	$	299		$	(416	)	$	373

Nine Months Ended September 30, 2016

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Operating activities

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

$
173

$
256

$
—

$
324

Investing activities

Purchases of property, plant and equipment

—

(142
)

(93
)

—

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

—

590

117

—

707

Intercompany investing activities

—

(328
)

—

328

—

Foreign exchange contract settlements

—

(1
)

—

—

(1
)
Investment in affiliates

—

—

(2
)

—

(2
)
Cash provided by investing activities

—

119

22

328

469

Financing activities

Intercompany short-term borrowings, net

328

—

—

(328
)

—

Debt repayments

(205
)

(7
)

—

—

(212
)
Dividends paid

(16
)

—

—

—

(16
)
Deferred financing fees

(2
)

—

—

—

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

105

(7
)

—

(328
)

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

—

—

28

—

28

Increase in cash and cash equivalents

—

285

306

—

591

Cash and cash equivalents at beginning of the period

—

95

271

—

366

Cash and cash equivalents at end of the period
$
—

$
380

$
577

$
—

$
957

	Three Months Ended March 31, 2017
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	960		$	894		$	(417	)	$	1,437
Cost of goods sold		—			795			706			(420	)		1,081
Gross profit		—			165			188			3			356
Selling, general, and administrative expense		7			114			35			(6	)		150
Research and development expense		—			18			1			—			19
Restructuring, asset-related, and other charges, net		—			11			1			—			12
Total expenses		7			143			37			(6	)		181
Equity in earnings of affiliates		—			—			7			—			7
Equity in earnings of subsidiaries		172			—			—			(172	)		—
Interest (expense) income, net		(51	)		(1	)		1			—			(51	)
Intercompany interest income (expense), net		16			—			(16	)		—			—
Other income, net		6			42			—			(6	)		42
Income before income taxes		136			63			143			(169	)		173
(Benefit from) provision for income taxes		(14	)		5			30			1			22
Net income		150			58			113			(170	)		151
Less: Net income attributable to non-controlling interests		—			—			1			—			1
Net income attributable to Chemours	$	150		$	58		$	112		$	(170	)	$	150
Comprehensive income attributable to Chemours	$	239		$	59		$	210		$	(269	)	$	239

~~Item 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~ ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

	March 31, 2018
	Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	470		$	964		$	—		$	1,434
Accounts and notes receivable, net		—		367			716			—			1,083
Intercompany receivable		19		1,175			589			(1,783	)		—
Inventories		—		419			647			(74	)		992
Prepaid expenses and other		—		45			30			—			75
Total current assets		19		2,476			2,946			(1,857	)		3,584
Property, plant, and equipment		—		6,538			2,181			—			8,719
Less: Accumulated depreciation		—		(4,484	)		(1,130	)		—			(5,614	)
Property, plant and equipment, net		—		2,054			1,051			—			3,105
Goodwill and other intangible assets, net		—		151			14			—			165
Investments in affiliates		—		—			166			—			166
Investment in subsidiaries		4,844		—			—			(4,844	)		—
Intercompany notes receivable		1,150		—			—			(1,150	)		—
Other assets		30		103			353			(22	)		464
Total assets	$	6,043	$	4,784		$	4,530		$	(7,873	)	$	7,484
Liabilities
Current liabilities:
Accounts payable	$	—	$	626		$	495		$	—		$	1,121
Current maturities of long-term debt		14		—			—			—			14
Intercompany payable		827		589			367			(1,783	)		—
Other accrued liabilities		85		240			163			(1	)		487
Total current liabilities		926		1,455			1,025			(1,784	)		1,622
Long-term debt, net		4,120		21			—			—			4,141
Intercompany notes payable		—		—			1,150			(1,150	)		—
Deferred income taxes		—		156			111			(23	)		244
Other liabilities		—		384			91			—			475
Total liabilities		5,046		2,016			2,377			(2,957	)		6,482
Commitments and contingent liabilities
Equity
Total Chemours stockholders’ equity		997		2,768			2,148			(4,916	)		997
Non-controlling interests		—		—			5			—			5
Total equity		997		2,768			2,153			(4,916	)		1,002
Total liabilities and equity	$	6,043	$	4,784		$	4,530		$	(7,873	)	$	7,484

	December 31, 2017
	Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	761		$	795		$	—		$	1,556
Accounts and notes receivable, net		—		308			611			—			919
Intercompany receivable		3		904			581			(1,488	)		—
Inventories		—		394			631			(90	)		935
Prepaid expenses and other		—		57			15			11			83
Total current assets		3		2,424			2,633			(1,567	)		3,493
Property, plant, and equipment		—		6,449			2,062			—			8,511
Less: Accumulated depreciation		—		(4,438	)		(1,065	)		—			(5,503	)
Property, plant and equipment, net		—		2,011			997			—			3,008
Goodwill and other intangible assets, net		—		152			14			—			166
Investments in affiliates		—		—			173			—			173
Investment in subsidiaries		4,393		—			—			(4,393	)		—
Intercompany notes receivable		1,150		—			—			(1,150	)		—
Other assets		23		115			328			(13	)		453
Total assets	$	5,569	$	4,702		$	4,145		$	(7,123	)	$	7,293
Liabilities
Current liabilities:
Accounts payable	$	31	$	606		$	438		$	—		$	1,075
Current maturities of long-term debt		15		—			—			—			15
Intercompany payable		542		581			365			(1,488	)		—
Other accrued liabilities		34		343			181			—			558
Total current liabilities		622		1,530			984			(1,488	)		1,648
Long-term debt, net		4,087		10			—			—			4,097
Intercompany notes payable		—		—			1,150			(1,150	)		—
Deferred income taxes		—		127			105			(24	)		208
Other liabilities		—		388			87			—			475
Total liabilities		4,709		2,055			2,326			(2,662	)		6,428
Commitments and contingent liabilities
Equity
Total Chemours stockholders’ equity		860		2,647			1,814			(4,461	)		860
Non-controlling interests		—		—			5			—			5
Total equity		860		2,647			1,819			(4,461	)		865
Total liabilities and equity	$	5,569	$	4,702		$	4,145		$	(7,123	)	$	7,293

	Three Months Ended March 31, 2018
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Cash flows from operating activities
Cash (used for) provided by operating activities	$	(17	)	$	33		$	180		$	—		$	196
Cash flows from investing activities
Purchases of property, plant, and equipment		—			(80	)		(22	)		—			(102	)
Proceeds from sales of assets and businesses, net		—			39			—			—			39
Intercompany investing activities		—			(288	)		—			288			—
Foreign exchange contract settlements, net		—			5			—			—			5
Cash used for investing activities		—			(324	)		(22	)		288			(58	)
Cash flows from financing activities
Debt repayments		(4	)		—			—			—			(4	)
Purchases of treasury stock at cost		(240	)											(240	)
Intercompany financing activities		288									(288	)		—
Proceeds from exercised stock options, net		5			—			—			—			5
Tax payments related to withholdings on vested restricted stock units		(1	)		—			—			—			(1	)
Payment of dividends		(31	)		—			—			—			(31	)
Cash provided by (used for) financing activities		17			—			—			(288	)		(271	)
Effect of exchange rate changes on cash and cash equivalents		—			—			11			—			11
(Decrease) increase in cash and cash equivalents		—			(291	)		169			—			(122	)
Cash and cash equivalents at beginning of the period		—			761			795			—			1,556
Cash and cash equivalents at end of the period	$	—		$	470		$	964		$	—		$	1,434

	Three Months Ended March 31, 2017
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Cash flows from operating activities
Cash (used for) provided by operating activities	$	(3	)	$	(2	)	$	46		$	—		$	41
Cash flows from investing activities
Purchases of property, plant, and equipment		—			(50	)		(19	)		—			(69	)
Proceeds from sales of assets and businesses, net		—			9			—			—			9
Intercompany investing activities		—			8			—			(8	)		—
Foreign exchange contract settlements, net		—			(3	)		—			—			(3	)
Cash used for investing activities		—			(36	)		(19	)		(8	)		(63	)
Cash flows from financing activities
Intercompany short-term borrowing repayments, net		(8	)		—			—			8			—
Debt repayments		(4	)		—			—			—			(4	)
Proceeds from exercised stock options, net		20			—			—			—			20
Payment of dividends		(5	)		—			—			—			(5	)
Cash provided by financing activities		3			—			—			8			11
Effect of exchange rate changes on cash and cash equivalents		—			—			7			—			7
(Decrease) increase in cash and cash equivalents		—			(38	)		34			—			(4	)
Cash and cash equivalents at beginning of the period		—			224			678			—			902
Cash and cash equivalents at end of the period	$	—		$	186		$	712		$	—		$	898

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

periods presented. Unless the context otherwise requires, references herein to “The Chemours ~~Company”, “Chemours”,~~Company,” “Chemours,” “the ~~Company”,~~Company,” “our ~~Company”, “we”, “us”~~Company,” “we,” “us,” and “our” refer to The Chemours Company and its consolidated subsidiaries. References herein to “DuPont” refer to ~~E.I.~~E. I. du Pont de Nemours and Company, a Delaware corporation, and its consolidated subsidiaries (other than Chemours and its consolidated subsidiaries), unless the context otherwise requires.

~~Forward-Looking~~This MD&A should be read in conjunction with the unaudited Interim Consolidated Financial Statements and the related notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited Consolidated Financial Statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the ~~safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995,~~federal securities laws, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. The words ~~“believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”~~“believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” and similar expressions, among others, generally identify “forward-looking ~~statements”,~~statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements.

~~Forward-looking~~Our forward-looking statements are based on certain assumptions and expectations of future events ~~which~~that may not be accurate or realized. These statements, as well as our historical performance, are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties ~~many of which~~that are beyond ~~Chemours’~~our control. Additionally, there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on our business. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements. Factors that could cause or contribute to these differences include, ~~those~~but are not limited to, the risks, uncertainties, and other factors discussed in the ~~Forward-Looking~~Forward-looking Statements and the Risk Factors sections in our Annual Report on Form 10-K for the year ended December 31, ~~2016. The Company assumes~~2017. We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

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

~~Chemours manages~~intermediates, and ~~reports operating results through~~titanium dioxide (TiO₂) pigment. Our business consists of three reportable segments: Fluoroproducts, Chemical Solutions, and Titanium Technologies. The Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. The Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrials, and consumer applications. The Titanium Technologies ~~Fluoroproducts~~segment is a leading, global provider of TiO₂ pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and ~~Chemical Solutions.~~ protection in a variety of applications.

Our ~~position with~~positions within each of these businesses ~~reflects~~reflect the strong value proposition we provide to our customers based on our long history and reputation in the chemical industry for safety, quality, and reliability.

~~After~~In March 2018, we sold a plot of land that formerly housed a DuPont manufacturing facility in Linden, New Jersey for a gain of $42 million and net cash proceeds of $39 million.

In March 2018, a civil association in Mexico filed a complaint against the ~~separation from DuPont~~governmental authorities involved in ~~2015,~~the permitting process of our new Mining Solutions facility under construction in Laguna, Mexico. The claimant sought and obtained a suspension of our construction permits. We, as an intervener, have filed an appeal. We have declared force majeure with our vendors while plant construction is idled. Our project permits fully comply with the laws and regulations at the federal, state, and municipal levels and we are working with local and federal authorities, along with community leaders, to address the complaint.

In April 2018, we completed the acquisition of all of the outstanding stock of ICOR International, Inc. (ICOR), a ~~plan~~closely-held private company that produces, sells, and distributes replacement refrigerant gases for use in commercial, industrial, and automotive applications for $35 million in total consideration. We paid $32 million in cash at closing, which is subject to ~~transform~~customary working capital and other adjustments within a specified time period. We are still working through our preliminary purchase price allocation, including the ~~Company by reducing structural costs, growing market positions, optimizing its portfolio, refocusing investments~~initial estimates of fair value for our acquired tangible and ~~enhancing its organization.~~identifiable intangible assets, if any, and the fair value of the liabilities assumed. We expect to finalize our accounting for the acquisition of ICOR within one year of the acquisition date. The acquisition of ICOR is not expected to have a material impact on our results of operations or cash flows.

In April 2018, we entered into an amended and restated credit agreement that provides for a seven-year, senior secured term loan facility and a five-year, $800 million senior secured revolving credit facility (New Revolving Credit Facility) (collectively, the New Senior Secured Credit Facilities). The New Senior Secured Credit Facilities replace our senior secured debt under our existing credit agreement, the details of which are discussed further under the heading “Credit Facilities and Notes” within this MD&A and in “Note 23 – Subsequent Events” to the Interim Consolidated Financial Statements.

Our results of operations for the three months ended March 31, 2018 when compared with the same period in 2017 ~~based on~~reflected a higher global average selling price and our ~~anticipated cost reduction~~customers’ preference for Ti-Pure^TM TiO₂ pigment in our Titanium Technologies segment, strong demand for Opteon^TM refrigerants, higher price for our base refrigerant offerings, and ~~growth initiatives. We expect cost savings~~increased demand and price for our fluoropolymer products within our Fluoroproducts segment, and solid demand for our Mining Solutions and Performance Chemicals and Intermediates products in our Chemical Solutions segment. Increases to our results of ~~approximately $350 million and approximately $150 million in improvements~~operations from growth initiatives will also improve our pre-tax earnings by similar amounts. Through year-end 2016, we realized approximately $200 million in cost savings, and we continue to implement additional cost reduction initiatives in order to realize our target additional structural costs savings of approximately $150 million through 2018 and beyond. These improvements will bethe aforementioned items were partially offset by higher costs for certain raw materials and higher distribution expenses during the ~~impact~~first quarter of divestitures completed during 2016, unfavorable price and mix of other products and may also be impacted by market factors and other costs to achieve our plans. The results of our transformation actions are further discussed in the Results of Operations, Segment Reviews and Outlook sections of this MD&A and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2018.

~~In August 2017, we paid~~The following table sets forth our results of operations for the remaining $320 million of the $335 million in settlement payments we accrued in connection with the PFOA MDL Settlement for a complete release of all claims by the settling plaintiffs. Details of the PFOA MDL Settlement are discussed further in Note 13 to the Interim Consolidated Financial Statements in Item 1.three months ended March 31, 2018 and 2017.

The following table sets forth the ~~third quarter~~impact of ~~2017, we announced a restructuring program designed to outsource~~price, volume, currency, and consolidate certain business process activities, consolidate outsourced third party information technology (IT) providers and implement various upgrades to the Company’s IT infrastructure. Further, in October, we announced a voluntary separation program (VSP) for certain eligible U.S. employees in an effort to better manage anticipated futureportfolio and/or other changes to the Company’s workforce. We anticipate that the Company will incur approximately $45 to $55 in charges for restructuring-related activities and termination benefits through the end of 2018 associated with this program, which is described in further detail in Note 3 to the Interim Consolidated Financial Statements in Item 1.

~~Our~~on our total net sales for the three ~~and nine~~ months ended September 30, 2017 were $1.6 billion and $4.6 billion, respectively, representing increases of 13% when compared with $1.4 billion and $4.1 billion for the three and nine months ended September 30, 2016, respectively.March 31, 2018.

We recognized net income attributable to Chemours of $207 million and $518 million for the three and nine months ended September 30, 2017, respectively, representing increases of 1% and 119% when compared with $204 million and $237 million for the three and nine months ended September 30, 2016, respectively.

Our Adjusted EBITDA for the three and nine months ended September 30, 2017 was $381 million and $1.0 billion, respectively, representing increases of 42% and 76% when compared with $268 million and $583 million for the three and nine months ended September 30, 2016, respectively.

~~Our results for the periods presented reflect our customers’ preference and higher global average selling price for Ti-Pure~~^TM ~~TiO~~₂ ~~in our Titanium Technologies segment and strong demand for Opteon~~^TM ~~refrigerants and other fluoropolymers in our Fluoroproducts segment, which are partially offset by the impact of portfolio changes in our Chemical Solutions segment.~~

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in millions)

2017

2016

2017

2016

Net sales

$
1,584

$
1,398

$
4,608

$
4,078

Cost of goods sold

1,117

1,056

3,341

3,267

Gross profit

467

342

1,267

811

Selling, general and administrative expense

148

148

444

454

Research and development expense

20

19

61

60

Restructuring and asset-related charges, net

8

60

31

145

Total expenses

176

227

536

659

Equity in earnings of affiliates

9

9

26

17

Interest expense, net

(55
)

(51
)

(161
)

(157
)
Other income, net

5

161

53

250

Income before income taxes

250

234

649

262

Provision for income taxes

43

30

130

25

Net income

207

204

519

237

Less: Net income attributable to non-controlling interests

—

—

1

—

Net income attributable to Chemours

$
207

$
204

$
518

$
237

Change in net sales from prior period	Three Months Ended March 31, 2018
Price		10	%
Volume		6	%
Currency		4	%
Portfolio/other		—	%
Total change in net sales		20	%

Our net sales increased by ~~$186~~$293 million, or ~~13%~~20%, to ~~$1.6~~$1.7 billion for the three months ended ~~September 30, 2017 from~~March 31, 2018 when compared with $1.4 billion for the three months ended ~~September 30, 2016. The~~March 31, 2017. This increase ~~in net sales reflects~~reflected a 9% improvement in price, primarily attributable to our Titanium Technologies segment, higher demand in all segments driving a volume increase of 6% and slightly favorable foreign currency exchange rates. The increase in net sales was partially offset by a negative 3% impact resulting primarily from portfolio changes in our Chemical Solutions segment.

Our net sales increased by $530 million, or 13%, to $4.6 billion for the nine months ended September 30, 2017 from $4.1 billion for the nine months ended September 30, 2016. The increase in net sales reflects a 7%10% improvement in price, primarily attributable to our Titanium Technologies segment, and a 6% increase in volume, which was driven by higher demand in all ~~segments driving a volume~~of our segments. Additionally, our net sales benefitted 4% from favorable currency movement during the first quarter of 2018, primarily attributable to movements of the euro and the Japanese yen against the U.S. dollar.

Our cost of goods sold increased by $112 million, or 10%, to $1.2 billion for the three months ended March 31, 2018 when compared with $1.1 billion for the three months ended March 31, 2017. This increase ~~of 12%. The~~was primarily attributable to an increase in our net sales volume, as well as increased costs for certain raw materials, higher distribution expenses, and changes in product mix during the first quarter of 2018. This increase was partially offset by a ~~negative 6% impact resulting primarily from portfolio changes~~reduction in ~~our Chemical Solutions segment.~~

The following table shows the impact of price, volume, currency and portfolio changes on net sales for the three and nine months ended September 30, 2017 when compared with the three and nine months ended September 30, 2016:

Cost of goods sold (COGS) increased by $61 million, or 6%, and $74 million, or 2%, for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increase in COGS for the three months ended September 30, 2017 was primarily driven by costs related to volume increases, incremental increases in raw material inputs and distribution costs, capital-related expenses and expenditures related to Hurricane Harvey. The increase in COGS for the nine months ended September 30, 2017 was primarily driven by increases in volume, as well as costs associated with our transformation activities ~~and higher performance-related compensation. These increases were partially offset by~~during the ~~impact~~first quarter of ~~portfolio changes in our Chemical Solutions segment.~~2017.

Our selling, general, and administrative ~~(SG&A)~~ expense decreased by $7 million, or 5%, to $143 million for the three months ended ~~September 30, 2017 and 2016 remained flat at $148 million. For the nine months ended September 30, 2017, SG&A expense decreased by $10 million, or 2%, to $444 million~~March 31, 2018 when compared with ~~$454~~$150 million for the ~~nine~~three months ended ~~September 30, 2016. The~~March 31, 2017. This decrease ~~in SG&A expense for the nine months ended September 30, 2017~~ was primarily attributable to a reduction in ~~management and administrative expense. Additionally, we incurred $17 million in transaction-related~~ costs associated with our transformation activities during the ~~sale~~first quarter of ~~our Clean & Disinfect (C&D) product line and Sulfur business in 2016~~2017, which ~~did not recur in 2017. Our reduction in transaction-related costs~~ was partially offset by ~~$28 million in incremental~~increased costs for ~~transformation activities~~long-term employee-related compensation and higher ~~performance-related compensation for~~environmental expenses during the ~~nine months ended September 30, 2017.~~first quarter of 2018.

Our research and development ~~(R&D)~~ expense ~~increased marginally to~~was largely unchanged at $20 million ~~for the three months ended September 30, 2017 when compared with~~and $19 million for the three months ended ~~September 30, 2016. R&D expense for the nine months ended September 30,~~March 31, 2018 and 2017, also increased marginally to $61 million when compared with $60 million for the nine months ended September 30, 2016. The marginal increase in R&D expense for the three and nine months ended September 30, 2017 was primarily attributable to increased investment in product development and higher performance-related compensation.respectively.

Our restructuring, asset-related, charges, net, on a pre-tax basis, amounted to $8 million and $31 million for the three and nine months ended September 30, 2017, respectively, and $60 million and $145 million for the three and nine months ended September 30, 2016, respectively. Our restructuring charges for the three and nine months ended September 30, 2017 primarily reflect decommissioning and other charges associated with the production shutdown at our Reactive Metals Solutions (RMS) facility in Niagara Falls, New York, and our 2017 corporate restructuring activities. Our restructuring charges for the three and nine months ended September 30, 2016 primarily reflect decommissioning and other charges associated with the closure of our Edge Moor, Delaware production facility, the production shutdown at our RMS facility and asset-related charges of $46amounted to $10 million and ~~$58 million for pre-tax impairment losses associated with our aniline facility in Pascagoula, Mississippi and the sale of our Sulfur business, respectively.~~

We incurred interest expense, net of $55 million and $161 million for the three and nine months ended September 30, 2017, respectively, and $51 million and $157 million for the three and nine months ended September 30, 2016, respectively. Interest

~~expense, net increased by $4~~$12 million for the three months ended ~~September 30,~~March 31, 2018 and 2017, ~~primarily due~~respectively. For the three months ended March 31, 2018, restructuring, asset-related, and other charges represented continued progress on our business process and information technology outsourcing efforts of $6 million, and $3 million in additional severance accruals under our 2017 restructuring program. Additionally, we incurred $1 million for decommissioning and dismantling-related charges related to ~~increased interest resulting from~~the closure of our ~~issuance~~Reactive Metals Solutions (RMS) manufacturing facility in Niagara Falls, New York. For the three months ended March 31, 2017, restructuring, asset-related, and other charges represented decommissioning and dismantling-related charges of $5 million for the ~~2027 Notes in May 2017. Interest expense, net increased by~~closure of our RMS manufacturing facility, $4 million for the ~~nine months ended September 30, 2017, primarily due to the aforementioned increase~~closure of our TiO₂ pigment manufacturing facility in ~~interest from our 2027 Notes, which was partially offset by decreased interest resulting from our April 2017 repricing~~Edge Moor, Delaware, and ~~lower outstanding principal on our senior secured term loans, 2023 Notes and Euro Notes. In addition,~~$3 million for the ~~nine months ended September 30, 2016, we recorded a non-recurring net gain of $10 million on debt extinguishment resulting from the repurchase~~closure of certain ~~portions~~ of our ~~senior unsecured notes~~production lines in the open market, which was partially offset by a non-recurring net loss of $4 million resulting from the write-off of unamortized debt issuance costs associated with the reduction in commitment on our Revolving Credit Facility.Fluoroproducts segment.

Our interest expense, net was $5largely unchanged at $52 million and $51 million for the three months ended ~~September 30,~~March 31, 2018 and 2017, ~~representing~~respectively. During the first quarter of 2018, we incurred additional interest charges in connection with our offering of a ~~decrease~~$500 million aggregate principal amount of ~~$156~~senior unsecured notes in May 2017, which was partially offset by increases in interest income and capitalized interest during the first quarter of 2018, as well as a reduction in interest charges attributable to the repricing of our senior secured term loans in April 2017.

Our other income, net amounted to $57 million ~~when compared with $161~~and $42 million for the three months ended ~~September 30, 2016. This decrease~~March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, our other income, net was primarily attributable to a ~~non-recurring~~$42 million gain ~~of $169 million on~~from the sale of our ~~C&D product line~~Linden, New Jersey site, and $7 million in ~~2016, partially offset by a $13 million decrease~~non-operating pension and other post-retirement employee benefit income, primarily attributable to our pension plan in ~~foreign currency exchange losses in 2017. Other~~the Netherlands. For the three months ended March 31, 2017, our other income, net was ~~$53~~primarily attributable to: a $12 million ~~for~~gain from the ~~nine months ended September 30, 2017, representing~~sale of our Edge Moor, Delaware site; a ~~decrease~~$4 million gain from the sale of ~~$197~~our land in Repauno, New Jersey that was previously deferred and realized upon meeting certain milestones; $8 million ~~when compared with $250~~in non-operating pension and other post-retirement employee benefit income, primarily attributable to our pension plan in the Netherlands; and, $5 million ~~for the nine months ended September 30, 2016. This decrease was~~in foreign exchange gains, primarily attributable to a ~~non-recurring gain~~weakening of ~~$89~~the U.S. dollar against the Mexican peso.

Our provision for income taxes amounted to $84 million ~~on the sale of our Beaumont, Texas facility during the first quarter of 2016, plus the aforementioned sale of our C&D product line during the third quarter of 2016. A non-recurring gain of $12~~and $22 million on the sale of land which formerly held our Edge Moor, Delaware facility during the first quarter of 2017, and $40 million in net favorable foreign currency exchange activity partially offsets the decrease in other income, net for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017, respectively, which represented effective income tax rates of 22% and 13%, respectively. The $62 million increase in our provision for income taxes for the three months ended March 31, 2018 when compared with the same period in ~~2016.~~

~~We recorded a provision for income taxes of $43 million and $30 million for the three months ended September 30,~~ 2017 and 2016, respectively, resulting in effective income tax rates of 17% and 13%, respectively. For the nine months ended September 30, 2017 and 2016, we recorded a provision for income taxes of $130 million and $25 million, respectively, resulting in effective income tax rates of 20% and 10%, respectively. Our provision for income taxes for the three and nine months ended September 30, 2017 is inclusive of $5 million and $18 million in benefit from windfalls on share-based payments, respectively, duewas primarily attributable to ~~our adoption of ASU No. 2016-09 during 2017. The remaining change~~increased profitability, changes in our ~~effective tax rate from the prior year is primarily due to the Company’s geographical~~geographic mix of earnings, and additional tax expense generated by certain provisions of U.S. tax reform, such as ~~well as the impact of the additional valuation allowance on U.S. foreign tax credits of $65 million and $50 million for the three and nine months ended September 30, 2017, respectively,~~those resulting from ~~which the~~Global Intangibles Low Tax Income.

Adjusted EBITDA ~~represents our~~is the primary measure of segment performance used by our Chief Operating Decision Maker (CODM) and is defined as income (loss) before income taxes, excluding the following:

A reconciliation of Adjusted EBITDA to net income attributable to Chemours for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ is included in ~~the Non-GAAP~~“Non-GAAP Financial ~~Measures~~Measures” in this ~~Item 2.~~MD&A.

37The following table sets forth our total Adjusted EBITDA by segment for the three months ended March 31, 2018 and 2017.

The following chart sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Fluoroproducts segment for the three months ended March 31, 2018 and 2017.

The following table ~~represents Chemours’ total consolidated Adjusted EBITDA by segment:~~sets forth the impacts of price, volume, currency, and portfolio and/or other changes on our Fluoroproducts segment’s net sales for the three months ended March 31, 2018.

~~Net~~Segment net sales increased by ~~28% and 25%~~$80 million, or 12%, for the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2018 when compared with the same ~~periods~~period in ~~2016. For~~2017. This increase was primarily attributable to an 8% increase in volume, driven by the continued adoption of Opteon^TM refrigerants, primarily in Europe and the U.S., as well as higher demand for our fluoropolymer products. Additionally, segment net sales benefitted 4% from favorable currency movement, primarily attributable to the euro and the Japanese yen against the U.S. dollar, while price remained flat during the first quarter of 2018.

Segment Adjusted EBITDA increased by $51 million, or 33%, and segment Adjusted EBITDA margin increased by approximately 400 basis points for the three months ended ~~September 30, 2017, 18% of~~March 31, 2018 when compared with the same period in 2017. These increases were primarily attributable to the aforementioned increase in volume, which was partially offset by higher costs for certain raw materials, distribution expenses, product mix, and water treatment costs.

The following chart sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Chemical Solutions segment for the three months ended March 31, 2018 and 2017.

The following table sets forth the impacts of price, volume, currency, and portfolio and/or other changes on our Chemical Solutions segment’s net sales for the three months ended March 31, 2018.

Segment net sales increased by $5 million, or 4%, for the three months ended March 31, 2018 when compared with the same period in 2017. This increase was primarily attributable to a 3% increase in volume, driven by higher demand for our Mining Solutions and Performance Chemicals and Intermediates products, and 1% from favorable currency movement.

Segment Adjusted EBITDA decreased by $1 million, or 8%, and segment Adjusted EBITDA margin decreased by approximately 100 basis points for the three months ended March 31, 2018 when compared with the same period in 2017. These decreases were primarily attributable to higher raw materials costs, costs related to the construction of our new mining facility in Laguna, Mexico, and lower licensing income during the first quarter of 2018.

The following chart sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three months ended March 31, 2018 and 2017.

The following table sets forth the impacts of price, volume, currency, and portfolio and/or other changes on our Titanium Technologies segment’s net sales for the three months ended March 31, 2018.

Segment net sales increased by $208 million, or 32%, for the three months ended March 31, 2018 when compared with the same period in 2017. This increase was primarily attributable to a 22% increase in price and a 5% increase in volume, driven by a higher global average selling price and our customers’ preference for Ti-Pure^TM TiO₂~~, 8% of the increase was~~ pigment. Additionally, segment net sales benefitted 5% from favorable currency movement, primarily attributable to ~~higher demand and 2% of~~ the ~~increase was attributable to favorable foreign currency exchange rates. For~~euro against the ~~nine months ended September 30, 2017, 16% of the increase in net sales was attributable to improved price and 9% of the increase was attributable to higher demand.~~U.S. dollar.

Segment Adjusted EBITDA increased by ~~73%~~$135 million, or 85%, and ~~95%~~segment Adjusted EBITDA margin increased by approximately 900 basis points for the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2018 when compared with the same ~~periods~~period in ~~2016. Our Adjusted EBITDA margin increased by 8% and 10% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The~~2017. These increases ~~in Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2017~~ were primarily attributable to the aforementioned increases in price and volume, which were partially offset by ~~incremental~~anticipated increases in costs for certain raw material inputs and distribution costs. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the nine months ended September 30, 2017 were primarily attributable to the aforementioned increases in price and volume, which were partially offset by costs associated with transformation activitiesmaterials and higher ~~performance-related compensation.~~

Net sales increased by 8% and 18% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increase in net sales for the three and nine months ended September 30, 2017 was primarily attributable to continuing solid demand for Opteon™ refrigerant in Europe and the U.S. as well as increases in demand for our fluoropolymer products, leading to volume increases of 5% and 17% over the same periods in 2016, respectively. Marginal price increases and slightly favorable foreign currency exchange rates further improved net sales for the three and nine months ended September 30, 2017 when compared with the same period in 2016.

Adjusted EBITDA increased by 10% and 53% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. Our Adjusted EBITDA margin increased by 1% and 6% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2017 were primarily attributable to the aforementioned volume increases, which were partially offset by higher performance-related compensation, expenditures associated with Hurricane Harvey and capital-relateddistribution expenses. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the nine months ended September 30, 2017 were primarily attributable to the aforementioned volume increases, which were partially offset by costs associated with transformation activities and higher performance-related compensation.

Net sales decreased by 19% and 32% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The decrease in net sales for the three and nine months ended September 30, 2017 was primarily attributable to portfolio changes resulting from the sales of our aniline facility in Beaumont, Texas and our C&D and Sulfur businesses, as well as the production shutdown at our RMS facility in Niagara Falls, New York. Collectively, our portfolio changes represented a decrease in net sales of 24% and 38% when compared with the three and nine months ended September 30, 2016, respectively. The decrease in net sales was partially offset by volume increases of 5% and marginal price increases in the remaining segment for the three and nine months ended September 30, 2017.

Adjusted EBITDA increased by 100% and 23% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. Our Adjusted EBITDA margin increased by 7% and 4% for the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2017 were primarily attributable to the aforementioned volume increases and cost reductions associated with portfolio changes and other initiatives in the remaining segment.

Corporate costs and certain legal and environmental expenses that are not allocated to the segments, stock-based compensation costs, and foreign exchange gains and losses arising from the remeasurement of balances in currencies other than the functional currency of the legal entity are reflected in Corporate and Other. ~~The increase of $16 million in~~ Corporate and Other costs remain largely unchanged at $43 million and $41 million for the three months ended ~~September 30,~~March 31, 2018 and 2017, ~~when compared~~respectively.

On December 1, 2017, we held our first investor day, during which we described how we expect each of our businesses to contribute to our overall growth. For our Fluoroproducts segment, we are optimizing our fluorochemicals product mix with the ~~same period in 2016 was primarily attributable~~expansion of Opteon^TM refrigerants capacity and renewing our fluoropolymers portfolio through application development. For our Chemical Solutions segment, we are expanding our capacity to ~~increased costs associated with legacy environmental liabilities. The increase of $31 million in Corporate and Other costs~~meet demand for the nine months ended September 30, 2017 when compared with the same period in 2016 was primarily attributable to increased costs associated with legacy environmental liabilities, legal costs and performance-related compensation.

our Mining Solutions products. For ~~the remainder of the year,~~our Titanium Technologies segment, we continue to anticipate that the Company’s revenue and earnings performance will remain strong. We expect to deliver full-year Adjusted EBITDA improvement, with similar pre-tax income improvement, substantially in excess of our transformation goals. We are ~~targeting additional structural cost savings of approximately $150 million, and we continue to implement certain initiatives~~implementing a value stabilization strategy in order to ~~realize~~seek to reduce volatility for our ~~target cost savings,~~Ti-Pure^TM TiO₂ pigment earnings. To the extent we are successful in implementing such plans, as to which ~~are expected~~no assurance can be given, we identified key financial targets through 2020, including goals for our future net sales growth, Adjusted EBITDA margin improvement, Adjusted EPS, Free Cash Flows (FCF), and Return on Invested Capital (ROIC). For further discussion regarding the risks associated with meeting our key financial targets for 2020 and the factors that may affect our ability to achieve these targets, see Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2017. For further discussion regarding our use of non-GAAP financial measures and reconciliations to their closest GAAP financial measures, see “Non-GAAP Financial Measures” within this MD&A.

We expect our earnings growth to meet or exceed our three-year targets. Our 2018 results will be driven by the expectation that (i) average prices for our TiO₂ pigment will be above 2017 average prices, (ii) there will be continued transition to Opteon^TM refrigerants, (iii) there will be increased demand for our fluoropolymer products, and (iv) there will be strong demand for our Mining Solutions products. We expect our capital expenditures to be ~~fully realized~~between $475 million and $525 million, which will be driven largely by capital expenditures associated with our new Opteon^TM plant under construction in ~~2018~~Corpus Christi, Texas and ~~beyond. We also expect to generate positive free cash flow~~our Mining Solutions plant under construction in Laguna, Mexico. Our outlook for ~~the full-year 2017, including payments relating to the PFOA MDL Settlement. Our outlook~~2018 reflects our current visibility and expectations based on market factors, such as currency movements, TiO₂ pigment pricing, and end-market demand, and ~~seasonality.~~our ability to meet these targets is subject to numerous risks, such as those described in Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2017.

~~Chemours’~~Our primary sources of liquidity are cash generated from operations, available cash, and borrowings under our debt financing ~~arrangements.~~arrangements, which are described in further detail below. We believe these sources are sufficient to fund our planned operations and to meet our interest, dividend, and contractual obligations. Our financial policy seeks to ~~(a)~~(i) selectively invest ~~for~~in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments, ~~(b)~~(ii) return cash to shareholders through ~~dividend payments~~dividends and ~~possible~~ share repurchases, ~~in the future~~ and ~~(c)~~(iii) maintain appropriate leverage by using free cash ~~flow~~flows to repay outstanding borrowings. Subject to approval by our board of directors, we may raise additional capital or borrowings from ~~time-to-time; however, there~~time to time, or seek to refinance our existing debt. There can be no assurance 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. Further, the decision to refinance our existing debt is based on a number of factors, 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 impact on our financial position, results of operations, or cash flows.

Our operating cash flows generation is driven by, among other things, the general global economic conditions at any point in time and its resulting impact on demand for our products, raw materials and energy prices, and industry-specific issues, such as production capacity and utilization. We have generated strong operating cash flows through various industry and economic cycles, evidencing the operating strength of our businesses.

We anticipate making significant payments for interest, capital expenditures, ~~restructuring~~dividends, and ~~dividends~~other actions over the next 12 months, which we expect to fund through cash generated from operations, available cash, and borrowings. We further anticipate that our operations and existing debt financing arrangements will provide us with sufficient liquidity ~~for the Company~~ over the next 12 months. The availability ~~of funds~~ under our New Revolving Credit Facility, which is discussed further inunder the ~~Credit~~heading “Credit Facilities and Notes, ~~section of this MD&A,~~” is subject to the last 12 months of ~~our~~ consolidated EBITDA, as defined in the amended and restated credit agreement.

At ~~September 30, 2017 and December~~March 31, ~~2016,~~2018, we had ~~$1.0 billion and $678 million, respectively, of~~total cash and cash equivalents ~~on our consolidated balance sheets~~of $1.4 billion, of which, $964 million was held by our foreign ~~subsidiaries, all~~subsidiaries. All of ~~which~~our cash and cash equivalents held by our foreign subsidiaries is readily convertible into currencies used in our operations, including the U.S. ~~Dollar.~~dollar. Cash and earnings of our foreign subsidiaries are generally used to finance their operations and capital expenditures. At ~~September 30, 2017 and December~~March 31, ~~2016,~~2018, management believed that sufficient liquidity was available in the U.S., and it is our intention to indefinitely reinvest the undistributed earnings of our foreign subsidiaries outside of the U.S.; however, we continue to evaluate this assertion as a result of U.S. tax reform. From time to time, we evaluate opportunities to repatriate cash from foreign jurisdictions. Our current plans consider repatriating cash only at levels that would result in minimal or no net adverse tax consequences in the near term.

No deferred tax liabilities have been recognized with regard to the ~~$1.0 billion and $678~~$964 million of cash and cash equivalents held by our foreign subsidiaries at ~~September 30, 2017 and December~~March 31, ~~2016, respectively,~~2018, or on our undistributed earnings. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of ~~distribution. Therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated~~distribution; however, due to the U.S. deemed repatriation transition tax as a result of U.S. tax reform, the incremental cost to repatriate earnings would be reduced if a distribution was made in the future.

The following table sets forth a summary of ~~the~~our net cash provided by (used for) our operating, investing, and financing ~~activities:~~activities for the three months ended March 31, 2018 and 2017.

	Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2017			2016			2018			2017
Cash provided by operating activities	$	336		$	324		$	196		$	41
Cash (used for) provided by investing activities		(202	)		469
Cash provided by (used for) financing activities		468			(230	)
Cash used for investing activities								(58	)		(63	)
Cash (used for) provided by financing activities								(271	)		11

We received $196 million and $41 million in cash flows from our operating activities ~~was $336 million and $324 million~~ for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively. ~~Increases resulting from net income of $519~~The $155 million for the nine months ended September 30, 2017 when compared with $237 million for the nine months ended September 30, 2016 were offset by our payment of the PFOA MDL Settlement for $335 million and our full utilization of the $190 million prepayment received from DuPontincrease in ~~2016 during 2017, which negatively impacted~~ our operating ~~cash flows resulting from changes in working capital.~~

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

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

Cash provided by financing activities was $468 million for the nine months ended September 30, 2017 compared with cash used for financing activities of $230 million for the nine months ended September 30, 2016. In May 2017, we issued a $500 million aggregate principal amount of 5.375% senior unsecured notes, which are due in May 2027. Proceeds from this offering were $489 million, which is net of an original issue discount of $5 million and underwriting fees and other related expenses of $6 million. We received $30 million from the exercise of employees’ stock options during 2017. Repayments on our senior secured term loans, payments for dividends and tax payments for withholdings on vested restricted stock units of $24 million, $16 million and $10 million, respectively, offset our financing cash inflows for the ~~nine~~three months ended ~~September 30, 2017.~~

InMarch 31, 2018 when compared with the ~~third quarter of 2016, we repurchased a portion of~~same period in 2017 was primarily attributable to improvements in our ~~senior secured term loans with an aggregate principal amount of $50~~net income, which amounted to $297 million and $151 million for $49 million, a portion of our 2023 Notes with an aggregate principal amount of $116 million for $107 million and a portion of our Euro Notes with an aggregate principal amount of $42 million for $39 million. These repurchases were made in addition to our required quarterly repayments on our senior secured term loans throughout the ~~year. We also paid dividends amounting to $16 million during the nine~~three months ended ~~September 30, 2016.~~March 31, 2018 and 2017, respectively.

We used $58 million and $63 million in cash flows for our investing activities for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, our investing cash outflows were primarily attributable to capital expenditures of $102 million, which were partially offset by net proceeds of $39 million from the sale of assets and businesses, primarily associated with the sale of our Linden, New Jersey site, and $5 million in foreign exchange contract settlements, net. For the three months ended March 31, 2017, our investing cash outflows were primarily attributable to capital expenditures of $69 million and $3 million in foreign exchange contract settlements, net, which were partially offset by net proceeds of $9 million from the sale of assets and businesses, primarily associated with the sale of our Edge Moor, Delaware site.

We used $271 million for, and received $11 million in cash flows from, our financing activities for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, our financing cash outflows were primarily attributable to purchases of approximately 4,980,000 shares of our issued and outstanding common stock under our share repurchase program for $240 million, $31 million in payments for dividends during the first quarter of 2018, and $4 million in debt repayments for our senior secured term loans. For the three months ended March 31, 2017, our financing cash inflows were primarily attributable to $20 million in net proceeds from the exercise of employee stock options, which were partially offset by $5 million in payments for dividends during the first quarter of 2017, and $4 million in debt repayments for our senior secured term loans.

The following table sets forth the components of our current assets at March 31, 2018 and December 31, 2017.

Our accounts and notes receivable, ~~- trade,~~ net ~~at September 30, 2017~~ increased by ~~$135~~$164 million, or 18%, to $1.1 billion at March 31, 2018 from $919 million at December 31, 2017. This increase was primarily attributable to an increase in our net sales during the first quarter of 2018 when compared with ~~December 31, 2016 due to higher sales in the third quarter of 2017 over~~ the fourth quarter of ~~2016 and a favorable currency translation impact of $22 million.~~2017.

~~Inventories at September 30, 2017~~Our inventories increased by ~~$110~~$57 million, ~~when compared with~~or 6%, to $992 million at March 31, 2018 from $935 million at December 31, ~~2016 due~~2017. This increase was primarily attributable to a build-up of inventory ~~build for increased sales~~to meet anticipated demand, primarily in Europe and ~~a favorable currency translation impact of $17 million.~~the U.S.

Our prepaid expenses and other was largely unchanged at $75 million and $83 million at March 31, 2018 and December 31, 2017, respectively.

The following table sets forth the components of our current liabilities at March 31, 2018 and December 31, 2017.


(Dollars in millions)	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Accounts payable	$	1,010	$	884	$	1,121	$	1,075
Current maturities of long-term debt		14		15		14		15
Other accrued liabilities		546		872		487		558
Total current liabilities	$	1,570	$	1,771	$	1,622	$	1,648

~~Accounts~~Our accounts payable ~~at September 30, 2017~~ increased by ~~$126~~$46 million, ~~when compared with~~or 4%, to $1.1 billion at March 31, 2018 from $1.1 billion at December 31, ~~2016 due~~2017. This increase was primarily attributable to ~~higher inventories and~~the timing of ~~payments to vendors.~~vendor payments.

~~Other~~Our current maturities of long-term debt was largely unchanged at $14 million and $15 million at March 31, 2018 and December 31, 2017, respectively.

Our other accrued liabilities ~~at September 30, 2017~~ decreased by ~~$326~~$71 million, ~~when compared with~~or 13%, to $487 million at March 31, 2018 from $558 million at December 31, ~~2016~~2017. This decrease was primarily ~~due~~attributable to ~~payment~~a reduction in accrued compensation and employee-related costs, consistent with payments of accrued performance-related compensation during the ~~PFOA MDL Settlement for $335 million.~~first quarter of 2018, which was partially offset by an increase in accrued interest, consistent with the timing of our semi-annual interest payments on our senior unsecured notes.

Our credit agreement, as amended, provides for seven-year senior, secured term loans and a five-year, $750 million senior secured revolving credit facility (Revolving Credit Facility). The proceeds of any loans made under the Revolving Credit Facility can be used for capital expenditures, acquisitions, working capital needs, and other general corporate purposes. Availability under the Revolving Credit Facility is subject to certain covenant limitations. At ~~September 30, 2017,~~March 31, 2018, the facility had a full borrowing capacity of $750 million, from which we had ~~$102~~$106 million in letters of credit issued and outstanding.

On April 3, ~~2017,~~2018, we ~~completed~~entered into an ~~amendment (April 2017 Amendment) to our~~amended and restated credit agreement ~~which~~that provides for ~~a new class of~~the New Senior Secured Credit Facilities, which replaced our existing credit agreement. The senior secured term ~~loans, denominated in Euros, in an aggregate principal amount of €400 million (Euro Term Loan), and~~loan facility provides for a ~~new~~ class of term loans, denominated in U.S. ~~Dollars,~~dollars, in an aggregate principal amount of ~~$940~~$900 million ~~(Dollar~~(New Dollar Term ~~Loan,~~Loan) and ~~collectively with the~~a class of term loans, denominated in euros, in an aggregate principal amount of €350 million (New Euro Term ~~Loan,~~Loan) (collectively, the New Term Loans). The proceeds of the New Term Loans, ~~replaced~~together with cash on hand, were primarily used to prepay in full ~~the prior term loan (Prior Term Loan)~~all outstanding ~~of $1.4 billion.~~amounts under our existing credit agreement, which amounted to $921 million and €393 million at March 31, 2018. The New Dollar Term ~~Loans mature on May 12, 2022, which is the same maturity date~~Loan bears a variable interest rate equal to, at our election, adjusted LIBOR plus 1.75% or adjusted base rate plus 0.75%, subject to an adjusted LIBOR or an adjusted base rate floor of ~~the Prior Term Loan.~~0.00% or 1.00%, respectively. The New Euro Term Loan bears a variable interest rate equal to adjusted EURIBOR plus ~~2.25%~~2.00%, subject to aan adjusted EURIBOR floor of ~~0.75%,~~0.50%. The New Term Loans will mature on April 3, 2025, and are subject to acceleration in certain circumstances.

The proceeds of any loans made under the ~~Dollar Term Loan~~New Revolving Credit Facility can be used for working capital needs and other general corporate purposes, including permitted acquisitions and other transactions, as defined under the amended and restated credit agreement. The New Revolving Credit Facility bears a variable interest rate ~~equal~~range based on our total net leverage ratio, as defined in the amended and restated credit agreement, between (i) a 0.25% and a 1.00% spread for adjusted base rate loans, and (ii) a 1.25% and a 2.00% spread for LIBOR and EURIBOR loans. In addition, we are required to ~~LIBOR plus 2.50%,~~pay a commitment fee on the average daily unused amount of the New Revolving Credit Facility within an interest rate range based on our total net leverage ratio, between 0.10% and 0.25%. The New Revolving Credit Facility will mature on April 3, 2023, and is subject to ~~a LIBOR floor of 0.00%.~~ acceleration in certain circumstances.

The ~~April 2017 Amendment~~amended and restated credit agreement also ~~modified~~modifies or eliminates certain provisions of ~~the~~our existing credit agreement, including ~~increasing~~ certain ~~incurrence limits~~negative covenants to allow for further ~~flexibility for~~flexibility. Under the Company. All other provisions, including financial covenants, remained unchanged. No incremental debt was issued as a result of the April 2017 Amendment, although the Euro Term Loan is subject to remeasurement gains or losses. We recorded a $3 million loss on debt extinguishmentamended and ~~related amendment fees in the second quarter of 2017.~~

~~The~~restated credit agreement, ~~contains financial covenants which,~~ solely with respect to the New Revolving Credit Facility, ~~as amended, require us~~we are required to not to exceed a maximum senior secured net leverage ratio of: ~~(a) 3.50~~(i) 2.50 to 1.00 in each quarter through June 30, 2018; (ii) 2.25 to 1.00 in each quarter through December 31, ~~2016; (b) 3.00 to 1.00 through June 30, 2017;~~2018; and, ~~(c) further decreasing by 0.25 to 1.00 every subsequent six months to~~(iii) 2.00 to 1.00 byin each quarter beginning January 1, 2019, ~~and thereafter. We are also required to maintain a~~through the date of maturity. Our minimum interest coverage ratio ~~of 1.75 to 1.00 each quarter through June 30, 2017~~requirements under the existing credit agreement were eliminated in the amended and ~~further increasing by 0.25 to 1.00 every subsequent six months to 3.00 to 1.00 by January 1, 2019 and thereafter.~~restated credit agreement. In addition, the amended and restated credit agreement contains customary affirmative and negative covenants that, among other things, limit or restrict our and our subsidiaries’ ability, subject to certain exceptions, to incur ~~liens, merge, consolidate~~additional indebtedness or ~~sell, transfer or lease assets, make investments,~~liens, pay dividends, ~~transact with subsidiaries~~ and ~~incur indebtedness.~~engage in certain transactions, including mergers, acquisitions, asset sales, or investments, outside of specified carve-outs. The amended and restated credit agreement also contains customary representations and warranties and events of ~~default. The senior secured~~default, which are substantially similar to those in the existing credit facilities and the Notes (collectively, the 2023 Notes, the 2025 Notes, the Euro Notes and the 2027 Notes) contain events of default customary for these types of financings, including cross default and cross acceleration provisions to material indebtedness of Chemours.agreement. We were in compliance with our debt covenants at ~~September 30, 2017.~~March 31, 2018.

Our obligations under the ~~Revolving~~New Senior Secured Credit ~~Facility can terminate their commitments thereunder, cease making further revolving loans and accelerate any~~Facilities are guaranteed on a senior secured basis by all of our material domestic subsidiaries, which are also guarantors of our outstanding ~~revolving loans. This would allow the lenders~~notes, subject to certain exceptions. The obligations under the ~~Revolving~~New Senior Secured Credit ~~Facility~~Facilities are also, subject to ~~declare~~certain exceptions, secured by a first priority lien on substantially all of our assets and substantially all of the assets of our wholly-owned, material domestic subsidiaries, including 100% of the stock of certain of our domestic subsidiaries and 65% of the stock of certain of our foreign subsidiaries.

The transaction resulted in a net prepayment of our total outstanding ~~term loans to be immediately due~~senior secured debt balances by approximately $75 million, based on the euro exchange rate on April 3, 2018. We are currently evaluating the accounting treatment for our amended and payable and to institute foreclosure proceedings against the collateral securing the credit facility, which could force us into bankruptcy or liquidation. Any event of default or declaration of acceleration under therestated credit agreement, ~~also may result in an event~~including the treatment of ~~default under the indentures governing the Notes. Any such default, event of default or declaration of acceleration could materially and adversely affect our results~~any related transaction costs.

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

For the remainder of 2017, under the April 2017 Amendment, we are required to make principal payments related to the New Term Loans of $3 million and approximately $14 million in each year from 2018 to 2021. Debt maturities related to the New Term Loans and the Notes in 2022 and beyond will be $4,085 million. In addition, following the end of each fiscal year commencing on the year ended December 31, 2016, on an annual basis, we are also required to make additional principal repayments, depending on our leverage level as defined in the credit agreement, equivalent to up to 50% of excess cash flow based on certain leverage targets with stepdowns to 25% and 0% as actual leverage decreases to below a 3.00 to 1.00 leverage target at the end of each fiscal year. No principal repayments were required to be made in 2017 based upon our December 31, 2016 excess cash flow determined under the credit agreement. See Note 12 to the Interim Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information related to our indebtedness.

On May 23, 2017, Chemours issued a $500 million aggregate principal amount of 5.375% senior unsecured notes due May 2027 (2027 Notes). The 2027 Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on May 15 and November 15 of each year. The Company received proceeds of $489 million, net of an original issue discount of $5 million and underwriting fees and other related expenses of $6 million, which are deferred and amortized to interest expense using the effective interest method over the term of the 2027 Notes. A portion of the net proceeds from the 2027 Notes was used to pay the $335 accrued for the global settlement of the PFOA MDL Settlement, and the remainder is available for general corporate purposes.

The 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis by each of the existing and future domestic subsidiaries that (a) incurs or guarantees indebtedness under the Senior Secured Credit Facilities or (b) guarantees other indebtedness of Chemours or any guarantor in an aggregate principal amount in excess of $100 million. The guarantees of the 2027 Notes will rank equally with all other senior indebtedness of the guarantors. The 2027 Notes rank equally in right of payment to all of Chemours’ existing and future unsecured unsubordinated debt and are senior in right of payment to all of Chemours’ existing and future debt that is by its terms expressly subordinated in right of payment to the 2027 Notes. The 2027 Notes are subordinated to indebtedness under the Senior Secured Credit Facilities as well as any future secured debt to the extent of the value of the assets securing such debt, and structurally subordinated to the liabilities of any non-guarantor subsidiaries.

Chemours may redeem the 2027 Notes, in whole or in part, at an amount equal to 100% of the aggregate principal amount plus a specified “make-whole” premium and accrued and unpaid interest, if any, to the date of purchase prior to February 15, 2027. Chemours may also redeem some or all of the 2027 Notes by means other than a redemption, including tender offer and open market repurchases. Chemours is obligated to offer to purchase the 2027 Notes at a price of 101% of the principal amount, together with accrued and unpaid interest, if any, up to, but not including, the date of purchase, upon the occurrence of certain change of control events.

We maintain global paying services agreements with ~~two~~several financial institutions. Under these agreements, the financial institutions act as ~~the~~our paying agents ~~for Chemours~~ with respect to accounts payable due to our suppliers who elect to participate in the program. The agreements allow our suppliers to sell their receivables to one of the participating financial institutions at the discretion of both parties on terms that are negotiated between the supplier and the respective financial institution. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under this program. At ~~September 30, 2017,~~March 31, 2018, total payment instructions from ~~Chemours~~us amounted to ~~$158~~$142 million. Pursuant to their agreement with one of the financial institutions, certain suppliers may elect to ~~get~~be paid early at their discretion. The available capacity under these programs can vary based on the number of investors and/or financial institutions participating in these programs at any point in time.

~~During~~Our contractual obligations at March 31, 2018 did not significantly change from the ~~quarter ended September 30, 2017, we entered into a raw materials supply contract with a third party supplier which resulted~~contractual obligations previously disclosed in ~~an increase to~~ our ~~total purchase obligations for raw materials. This increase has been reflected in the table below, which shows the Company’s total purchase obligation-related contractual obligations.~~

~~Information with respect to Chemours’ guarantees is included in Note 20 to the Consolidated Financial Statements in the~~ Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Information with respect to our guarantees is included in “Note 20 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017. Historically, we have not made significant payments to satisfy guarantee obligations; however, we believe ~~Chemours has~~we have the financial resources to satisfy these guarantees in the event required. Any remaining guarantees outstanding at ~~September 30, 2017~~March 31, 2018 were insignificant.

~~Chemours’~~Our significant accounting policies are described in ~~Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical~~“Critical Accounting Policies and ~~Estimates~~Estimates” within MD&A and ~~Note~~“Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements in our Annual Report on Form ~~10-K. There~~10-K for the year ended December 31, 2017. Aside from the critical accounting policies and estimates set forth below, there have been no material changes to ~~our~~the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU No. 2014-09). The objective of this standard is to remove inconsistent practices with regard to revenue recognition between GAAP and International Financial Reporting Standards. The standard intends to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. Subsequent to the issuance of ASU No. 2014-09, the FASB issued multiple clarifying updates in connection with the standard (collectively, Topic 606).

Effective January 1, 2018, we adopted the new revenue recognition guidance contained in Topic 606 using the modified retrospective transition method. With the adoption of Topic 606, we recognize revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. A contract with a customer exists when: (i) we enter into an enforceable agreement that defines each party’s rights regarding the goods or services to be transferred, and the related payment terms; (ii) the agreement has commercial substance; and, (iii) it is probable that we will collect the consideration to which we are entitled to in the exchange. A performance obligation is a promise in a contract to transfer a distinct good or service, or a series of distinct goods or services to a customer and serves as the unit of account for Topic 606. The transaction price is the customary amount of consideration that we expect to be entitled to in exchange for a transfer of the promised goods or services to a customer, excluding any amounts collected by us on behalf of third-parties (e.g., sales and use taxes). Judgment is required to apply the principles-based, five-step model for revenue recognition outlined in Topic 606. Management is required to make certain estimates and assumptions about our contracts with customers, including, among others, the nature and extent of our performance obligations, our transaction price amounts and any allocations thereof, the critical events which constitute satisfaction of our performance obligations, and when control of any promised goods or services is transferred to our customers.

Our revenue from contracts with customers is reflected in the consolidated statements of operations as net sales, the vast majority of which represents product sales that consist of a single performance obligation. Product sales to customers are made under a purchase order (PO), or in certain cases, in accordance with the terms of a master services agreement (MSA) or similar arrangement, which documents the rights and obligations of each party to the contract. When a customer submits a PO for product or requests product under an MSA, a contract for a specific quantity of distinct goods at a specified price is created, and our performance obligation under the contract is satisfied when control of the product is transferred to the customer, which is indicated by shipment of the product and transfer of title and the risk of loss to the customer. Revenue is recognized on consignment sales when control transfers to the customer, generally at the point of customer usage of the product. The transaction price for product sales is generally the amount specified in the PO or in the request under an MSA; however, as is common in our industry, we offer variable consideration in the form of rebates, volume discounts, early payment discounts, pricing based on formulas or indices, price matching, and guarantees to certain customers. Such amounts are included in our estimated transaction price using either the expected value method or the most-likely amount, depending on the nature of the variable consideration included in the contract. We regularly assess our customers’ creditworthiness, and product sales are made based on established credit limits. Payment terms for our invoices are typically less than 90 days.

We also license the right to access certain of our trademarks to customers under specified terms and conditions in certain arrangements, which is recognized as a component of net sales in the consolidated statements of operations under Topic 606. Under such arrangements, we may receive a royalty payment for a trademark license that is entered into on a stand-alone basis or incorporated into an overall product sales arrangement. Royalty income is generally based on customer sales and recognized under the sales-based exception as the customer sale occurs. When minimum guaranteed royalty amounts are included in the transaction price, we recognize royalty income ratably over the license period for the minimum amount. When there is no consideration specified for the use of our trademark, the entire transaction price is recognized in connection with the transfer of control of product. Royalty income resulting from the right to use our technology is considered outside the scope of Topic 606 as it is not a part of our ongoing major or central activities, and consistent with past practice, is recognized as a component of other income, net in the consolidated statements of operations in accordance with agreed upon terms, when performance obligations are satisfied, when collectability is reasonably assured, and when pricing is fixed or determinable.

Consistent with the fact that the vast majority of our payment terms are less than 90 days from the point at which control of the promised goods or services is transferred, no adjustments have been made for the effects of a significant financing component under Topic 606. Additionally, we have elected to recognize incremental costs associated with obtaining contracts as an expense when incurred if the amortization period of the assets that we would have recognized is one year or less. Amounts billed to customers for shipping and handling fees are considered a fulfillment cost and are included in net sales, and the costs incurred by us for the delivery of goods are classified as a component of the cost of goods sold in the consolidated statements of operations.

The adoption of Topic 606 is not expected to have a material impact on our financial position, results of operations, or cash flows in future periods.

In December 2017, the U.S. enacted new federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (Tax Act), which, except for certain provisions, is effective for tax years beginning on or after January 1, 2018. The Tax Act significantly changes existing U.S. tax law and includes numerous provisions that will affect businesses, such as: (i) reducing the U.S. federal corporate tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) creating the base erosion anti-abuse tax, a new minimum tax; (vii) creating a new limitation on deductible interest expense; (viii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and, (ix) creating the global intangibles low-tax income inclusions.

We have performed preliminary analyses of the 2017 impacts of the Tax Act in accordance with the U.S. Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin No. 118 (SAB No. 118), which allows us to record provisional amounts during a measurement period not to exceed one year from the enactment date. Under these preliminary analyses, we recorded additional GAAP tax benefits in the fourth quarter of 2017 amounting to $3 million. The impacts of the Tax Act may differ from our provisional estimates due to many factors, including, but not limited to, changes to our interpretation of the provisions in the Tax Act, U.S. Internal Revenue Service and U.S. Treasury guidance that may be issued, and actions that we may take. For the three months ended March 31, 2018, we did not record any adjustments to our provisional estimates.

Management is still evaluating the effects of the Tax Act’s provisions on our consolidated financial statements; however, we expect to complete our analyses within the applicable measurement period, pursuant to SAB No. 118. As such, our provisional estimates for the Tax Act could change significantly within this period, resulting in a material impact to our financial position, results of operations, or cash flows.

See ~~Note~~“Note 2 – Recent Accounting Pronouncements” to the Interim Consolidated Financial Statements ~~included in Item 1 of this Quarterly Report on Form 10-Q~~ for ~~discussions of~~a discussion about our recent accounting pronouncements.

Consistent with ~~Chemours’~~our values and our Environment, Health, and Safety ~~Policy,~~policy, we are committed to preventing releases to the environment at our manufacturing sites to keep our people and communities safe, and to be good stewards of the environment. ~~Chemours is~~We are also subject to environmental laws and regulations relating to the protection of the environment. We believe that, as a general matter, our policies, standards, and procedures are properly designed to prevent unreasonable risk of harm to people and the environment, and that our handling, manufacture, use, and disposal of hazardous substances are in accordance with applicable environmental laws and regulations.

Mainly because of past operations, operations of predecessor companies, or past disposal practices, we, like many other similar companies, have clean-up responsibilities and associated remediation costs, and are subject to claims by other parties, including claims for matters that are liabilities of DuPont and its subsidiaries that ~~Chemours~~we may be required to indemnify pursuant to the separation-related agreements executed prior to ~~the separation.~~our separation from DuPont.

Our environmental reserve includes estimated costs related to a number of sites for which it is probable that environmental remediation will be required, whether or not subject to enforcement activities, as well as those obligations that result from environmental laws such as the Comprehensive Environmental Response Compensation and Liability Act (CERCLA, often referred to as Superfund), the Resource Conservation and Recovery Act (RCRA), and similar federal, state, ~~federal~~local, and foreign laws. These laws require certain investigative, remediation, and restoration activities at sites where ~~Chemours conducts~~we conduct or once conducted operations or at sites where ~~Chemours-generated~~our generated waste was disposed. At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, we recorded environmental remediation accruals of ~~$268~~$254 million and ~~$278~~$253 million, respectively, relating to these matters which, in management’s opinion, isare appropriate based on existing facts and circumstances.

Our remediation portfolio is relatively mature, with many of our sites under active clean-up moving towards final completion. As remediation efforts progress, sites move from the investigation phase (Investigation) to the active clean-up phase (Active Remediation), and as construction is completed at ~~active clean-ups,~~Active Remediation sites, those sites move to the ~~ongoing~~operation, maintenance, and monitoring (OM&M), or closure phase. As final ~~clean-ups~~clean-up activities for some significant sites are completed over the next several years, we expect our annual ~~expenses~~payments related to these active sites to decline over time. The ~~time-frame~~time frame for a site to go through all phases of remediation ~~(investigation~~(Investigation and ~~active clean-up)~~Active Remediation) may take about 15 to 20 years, followed by several years of OM&M activities. Remediation activities, including OM&M activities, vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, and diverse regulatory requirements, as well as the presence or absence of other potentially responsible ~~parties.~~parties (PRPs). In addition, for claims that ~~Chemours~~we may be required to indemnify DuPont pursuant to the separation-related agreements, ~~Chemours,~~we, through DuPont, ~~has~~have limited available information for certain sites or isare in the early stages of discussions with regulators. For these sites in particular, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately $510 million above the amount accrued at ~~September 30, 2017.~~March 31, 2018. In general, uncertainty is greatest and the range of potential liability is widest in the ~~investigation~~Investigation phase, ~~and narrows~~narrowing over time as regulatory agencies approve site remedial ~~plans,~~plans. As a result, uncertainty is reduced,

and sites ultimately ~~sites~~ move into OM&M, ~~where~~as needed. As more sites advance from ~~investigation~~Investigation to ~~active clean-up~~Active Remediation to OM&M or closure, the upper end of the range of potential liability is expected to decrease over time.

Some remediation sites will achieve site closure and will require no further action to protect people and the environment and comply with laws and regulations. At certain sites, we expect that there will continue to be some level of remediation activity due to ongoing ~~monitoring and/or operations and maintenance~~OM&M of remedial systems. In addition, portfolio changes, such as an acquisition or divestiture, or notification as a ~~potentially responsible party~~PRP for a multi-party Superfund site, could result in additional remediation activity and potentially additional accrual.

Management does not believe that any loss, in excess of amounts accrued, related to remediation activities at any individual site will have a material impact on our financial position, results of operations, or cash flows inat any given year, as such obligation can be satisfied or settled over many years. For additional information, refer to the ~~Environmental Matters~~“Environmental Matters” section of ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MD&A included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

While there are many remediation sites that contribute to the total environmental remediation accrual, the following table sets forth the sites that are ~~among~~ the most ~~significant:~~significant.


(Dollars in millions)	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Beaumont, Texas	$	12	$	12	$	12	$	12
Chambers Works, New Jersey		21		24		18		19
East Chicago, Indiana		20		20		20		20
Pompton Lakes, New Jersey		64		77		54		55
USS Lead, East Chicago, Indiana		28		21		22		26
All other sites		123		124		128		121
Total accrued environmental remediation	$	268	$	278	$	254	$	253

The five sites listed above represent ~~more than~~approximately 50% of our reserve as of March 31, 2018 and weDecember 31, 2017. We expect to spend, in the aggregate, approximately ~~$100~~$80 million over the next three years. For all other sites, we expect to spend approximately ~~$80~~$90 million over the next three years.

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

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

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

The Chambers Works complex is located on the eastern shore of the Delaware River in Deepwater, Salem County, New Jersey. The site comprises the former Carneys Point Works in the northern area and the Chambers Works manufacturing area in the southern area. Site operations began in 1892 when the former Carneys Point smokeless gunpowder plant was constructed at the northern end of Carneys Point. Site operations began in the manufacturing area around 1914 and included the manufacture of dyes, aromatics, elastomers, chlorofluorocarbons, and tetraethyl lead. ~~Chemours continues~~We continue to manufacture a variety of fluorochemicals and finished products at Chambers Works. In addition, three tenants operate processes at Chambers Works including steam/electricity generation, industrial gas production, and the manufacture of intermediate chemicals. As a result of over 100 years of continuous industrial activity, site soils and groundwater have been impacted by chemical releases.

In response to identified groundwater contamination, a groundwater interceptor well system (IWS) was installed in 1970, which was designed to contain contaminated groundwater and restrict off-site migration. Additional remediation is being completed under a ~~Federal~~federal RCRA Corrective Action Permit. The site has been studied extensively over the years, and more than 25 remedial actions have been completed to date and engineering and institutional controls put in place to ensure protection of people and the environment. In the fourth quarter of 2017, a site perimeter sheet pile barrier intended to more efficiently contain groundwater was completed.

Remaining work beyond continued operation of the IWS and groundwater monitoring includes completion of ~~a site perimeter sheet pile barrier intended to more efficiently contain groundwater, completion of~~ various targeted studies onsite and in adjacent water bodies to close investigation data gaps, ~~and~~as well as selection and implementation of final remedies under RCRA Corrective Action for various solid waste management units and areas of concern not yet addressed through interim measures.

East Chicago is a former manufacturing facility owned by ~~Chemours~~us in East Chicago, Lake County, Indiana. The approximate 440-acre site is bounded to the south by the ~~East Branch~~east branch of the Grand Calumet River, to the east and north by residential and commercial areas, and to the west by industrial areas, including a former lead processing facility. The inorganic chemicals unit on site produced various chloride, ammonia, and zinc products and inorganic agricultural chemicals beginning in 1892 until 1986. Organic chemical manufacturing began in 1944, consisting primarily of chlorofluorocarbons production. Current operations, including support activities, now cover 28 acres of the site. The remaining business was sold to ~~W.R.~~W. R. Grace Company (Grace) in early 2000, and Grace operates the unit as a tenant. Approximately 172 acres of the site were never developed and are managed by The Nature Conservancy for habitat preservation.

A comprehensive evaluation of soil and groundwater conditions at the site was performed as part of the RCRA ~~corrective action~~Corrective Action process. Studies of historical site impacts began in 1983 in response to preliminary CERCLA actions undertaken by the U.S. Environmental Protection Agency (EPA). The EPA eventually issued an Administrative Order on Consent for the site in 1997. The order specified that remediation work be performed under RCRA Corrective Action authority. Work has proceeded under the RCRA Corrective Action process since that time.

Subsequent investigations included the preparation of initial environmental site assessments and multiple phases of investigation. In 2002, as an interim remedial measure, two ~~2,000-foot-long~~2,000-foot long permeable reactive barrier treatment walls were installed along the northern property boundary to address migration of chemicals in groundwater. Since that time, the investigation process has been completed and approved by the EPA, and ~~work is in progress to define~~ the final remedy for the ~~site.~~site has been selected by the EPA and posted for public comment.

During the 20th century, blasting caps, fuses, and related materials were manufactured at Pompton Lakes, Passaic County, New Jersey. Operating activities at the site were ceased in the mid-1990s. ~~Primary~~The primary contaminants in the soil and sediments are lead and mercury. ~~Ground water~~Groundwater contaminants include volatile organic compounds. Under the authority of the EPA and the New Jersey Department of Environmental Protection, remedial actions at the site are focused on investigating and ~~cleaning up~~cleaning-up the area. ~~Ground water~~Groundwater monitoring at the site is ongoing, and ~~Chemours has~~we have installed and ~~continues~~continue to install vapor mitigation systems at residences within the ~~ground water~~groundwater plume. In addition, ~~Chemours is~~we are further assessing ~~ground water~~groundwater conditions. In June 2015, the EPA issued a modification to the site’s RCRA permit that requires ~~Chemours~~us to dredge mercury contamination from a 36-acre area of the lake and remove sediment from two other areas of the lake near the shoreline. The remediation activities commenced when permits and implementation plans were approved in May 2016, and work on the lake dredging project is expected to be complete in 2018.

The U.S. Smelter and Lead Refinery, Inc. (USS Lead) Superfund ~~Site~~site is located in the Calumet neighborhood of East Chicago, Lake County, Indiana. The site includes the former USS Lead facility along with nearby commercial, municipal, and residential areas. The primary compounds of interest are lead and arsenic which may be found in soils within the impacted area. The EPA is directing and organizing remediation on this site, and ~~Chemours is~~we are one of a number of parties working cooperatively with the EPA on the safe and timely completion of this work. DuPont’s former East Chicago manufacturing facility was located adjacent to the site, and DuPont assigned responsibility for the site to ~~Chemours~~us in the 2015 ~~separation~~separation-related agreement.

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

The environmental accrual for USS Lead is based on the Record of Decision (ROD) and Statement of Work currently in place for ~~Zones~~Zone 1 and Zone 3, as well as the current estimate of ~~Chemours’~~our share of the EPA’s Zone 2 ~~cleanup~~clean-up cost. The EPA has announced its intent to reconsider the ROD for Zone 1, and the result of that review could increase or decrease ~~Chemours’~~our future obligations. In response to the latest cost information received from the EPA for Zone 3 work, as well as the EPA’s stated objective to order Chemours and other PRPs to complete the remainder of the Zone 2 work, Chemours increased its accrual for USS Lead by $8 million in the third quarter of 2017.

See our discussion under ~~PFOA~~the heading “PFOA” in ~~Note 13~~“Note 17 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~included in this Quarterly Report on Form 10‑Q.~~.

~~See discussion under Fayetteville, North Carolina in Note 13 to the Interim Consolidated Financial Statements included in this Quarterly Report on Form 10‑Q.~~

We prepare our interim consolidated financial statements in accordance with generally accepted accounting principles in the U.S. ~~(U.S. GAAP)~~(GAAP). To supplement our financial information presented in accordance with ~~U.S.~~ GAAP, we provide the following non-GAAP financial measures – Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, FCF, and ~~Free Cash Flow,~~ROIC – in order to clarify and provide investors with a better understanding of ~~the Company’s~~our performance when analyzing changes in our underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by management in its financial and operational ~~decision making.~~decision-making. We utilize Adjusted EBITDA as the primary measure of segment profitability used by our ~~Chief Operating Decision Maker.~~CODM.

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

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

our cash flows provided by ~~(used for)~~ operating activities, less ~~cash used for~~ purchases of property, plant, and equipment as ~~disclosed~~shown in ~~the~~our consolidated statements of cash flows. ROIC is defined as Adjusted EBIT, divided by the average of our invested capital, which amounts to net debt plus equity.

We believe the presentation of these non-GAAP financial measures, when used in conjunction with ~~U.S.~~ GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing ~~the Company’s~~our operating performance and underlying prospects. This analysis should not be considered in isolation or as a substitute for analysis of our results as reported under ~~U.S.~~ GAAP. In the future, we may incur expenses similar to those eliminated in this presentation. Our presentation of Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, FCF, and ~~Free Cash Flow~~ROIC should not be construed as an inference that our future results will be unaffected by unusual or infrequently occurring items. The non-GAAP financial measures we use may be defined differently from measures with the same or similar names used by other companies. This analysis, as well as the other information provided in this Quarterly Report on Form 10-Q, should be read in conjunction with the ~~Company’s interim consolidated financial statements~~Interim Consolidated Financial Statements and notes thereto included in this ~~Quarterly Report on Form 10-Q,~~report, as well as the ~~Company's consolidated financial statements~~Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

The following table ~~reconciles~~sets forth a reconciliation of Adjusted EBITDA, ~~and~~ Adjusted Net Income, ~~discussed above~~and Adjusted EPS to our net income attributable to Chemours for the ~~periods presented:~~three months ended March 31, 2018 and 2017.

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in millions)

2017

2016

2017

2016

Net income attributable to Chemours

$
207

$
204

$
518

$
237

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

(7
)

(5
)

(24
)

(19
)
Exchange losses (gains)

4

17

(3
)

37

Restructuring charges

8

14

31

41

Asset-related charges

1

46

3

109

Gain on sale of assets or businesses

—

(169
)

(14
)

(258
)
Transaction costs ¹

1

2

3

18

Legal and other charges ²

7

5

18

24

Benefit from income taxes relating to reconciling items ³

(7
)

(2
)

(10
)

(16
)
Adjusted Net Income

214

112

522

173

Net income attributable to non-controlling interests

—

—

1

—

Interest expense, net

55

51

161

157

Depreciation and amortization

62

73

204

212

All remaining provision for income taxes ³

50

32

140

41

Adjusted EBITDA

$
381

$
268

$
1,028

$
583

	Three Months Ended March 31,
(Dollars in millions, except per share amounts)	2018			2017
Net income attributable to Chemours	$	297		$	150
Non-operating pension and other post-retirement employee benefit income		(7	)		(8	)
Exchange gains		—			(5	)
Restructuring, asset-related, and other charges, net		10			12
Gain on sale of assets or businesses (1)		(42	)		(16	)
Legal and other charges (2)		4			7
Adjustments made to income taxes (3,5)		(5	)		(10	)
Provision for income taxes relating to reconciling items (4,5)		9			1
Adjusted Net Income		266			131
Net income attributable to non-controlling interests		—			1
Interest expense, net		52			51
Depreciation and amortization		70			71
All remaining provision for income taxes (5)		80			31
Adjusted EBITDA	$	468		$	285

Per share data
Basic earnings per share of common stock	$	1.63		$	0.82
Diluted earnings per share of common stock		1.58			0.79
Adjusted basic earnings per share of common stock		1.46			0.72
Adjusted diluted earnings per share of common stock		1.41			0.70

The following table sets forth a reconciliation of FCF to our cash flows provided by operating activities for the three months ended March 31, 2018 and 2017.

The following table sets forth a reconciliation of invested capital, net, a component of ROIC, to our total debt, equity, and cash and cash equivalents amounts for the three months ended March 31, 2018 and 2017.

We are exposed to changes in foreign currency exchange rates because of our global operations. As a result, we have assets, liabilities, and cash flows denominated in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on our future cash ~~flow~~flows and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.

~~Chemours enters~~We enter into foreign currency forward contracts to minimize volatility in earnings related to the foreign exchange gains and losses resulting from remeasuring monetary assets and liabilities that ~~Chemours holds~~we hold which are denominated in non-functional currencies. These derivatives are stand-alone and have not been designated as a hedge. ~~As of September 30, 2017, we had open~~At March 31, 2018, there were 20 foreign ~~exchange~~currency forward contracts outstanding, with an aggregate notional U.S. ~~Dollar~~dollar equivalent of ~~$619~~$547 million, the fair value of which amounted to ~~approximately~~ $1 million of net unrealized loss.

In There were no foreign currency forward contracts outstanding at December 31, 2017. We recognized a ~~hypothetical adverse change in the market prices or rates that existed at September 30, 2017,~~net gain of $4 million and a ~~10% appreciation~~net loss $1 million within other income, net of the ~~U.S. Dollar against~~consolidated statements of operations for the three months ended March 31, 2018 and 2017, respectively, related to our ~~outstanding hedged contracts on~~ foreign ~~currencies, such~~currency forward contracts.

We designated our euro notes and our senior secured term loan denominated in euros as ~~the Euro and Chinese Yuan, at the currency exchange~~

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

~~Chemours hedges its~~ net investment in certain ~~European operations. Changes~~of our international subsidiaries that use the euro as their functional currency in order to reduce the ~~fair value~~volatility in stockholders’ equity caused by the changes in foreign currency exchange rates of the ~~hedge in~~euro with respect to the U.S. dollar. At the beginning of every quarter, we use the spot method to measure the effectiveness of the net investment ~~of certain European operations are recorded in accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2017, Chemours~~hedge. We did not record any ineffectiveness ~~and~~for the three months ended March 31, 2018 or 2017. We recognized pre-tax losses of ~~$26~~$34 million and ~~$76~~$10 million ~~respectively,~~ on ~~its~~our net investment hedges within accumulated other comprehensive ~~income (loss).~~loss for the three months ended March 31, 2018 and 2017, respectively.

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

See Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of, in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for additional information ~~on the Company’s~~related to our utilization of financial instruments and an analysis of the sensitivity of these instruments. There have been no material changes in the market risks previously disclosed in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017, other than as set forth above.

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

As of ~~September 30, 2017, the Company’s~~March 31, 2018, our CEO and CFO, together with management, conducted an evaluation of the effectiveness of ~~the Company’s~~our disclosure controls and procedures as defined in ~~Rules~~Rule 13a-15(e) ~~and 15d-15(e)~~ under the Exchange Act. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

There have been no changes in ~~the Company's~~our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2017~~March 31, 2018 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

We are subject to various legal proceedings, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for property damage or personal injury. Information regarding certain of these matters is set forth below and in ~~Note 13 to~~“Note 17 – Commitments and Contingent Liabilities” within the Interim Consolidated Financial Statements ~~in Part I, Item 1, which is incorporated by reference herein.~~.

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

The following actions related to Fayetteville, North Carolina, as discussed in ~~Note 13 to~~“Note 17 – Commitments and Contingent Liabilities” within the Interim Consolidated Financial Statements ~~in Part I, Item 1,~~, are filed in the U.S. District Court for the Eastern District of North Carolina, Southern Division:

The EPA conducted a multimedia inspection at the DuPont LaPorte, Texas facility in January 2008. DuPont, the EPA, and the U.S. Department of Justice began discussions in the fall of 2011 relating to the management of certain materials in the ~~facility's~~facility’s waste water treatment system, hazardous waste management, flare, and air emissions. These negotiations continue. ~~Chemours operates~~We operate a fluoroproducts production facility at this site.

~~The Company has~~We have received requests from the ~~Labor Inspectorate (ISZW), the~~ local environmental agency ~~(OZHZ)~~(DCMR, formerly under the jurisdiction of OZHZ), the Labor Inspectorate (iSZW), the Inspectorate for Environment and Transportation (ILT), and the Water Authority (RWS) in the Netherlands for information and documents regarding the Dordrecht site’s operations. We have complied with the requests, and the agencies will decide whether additional information is warranted. Since the publication of reports by the National Institute for Public Health and the Environment (RIVM) in ~~the Netherlands for information~~May 2017 and ~~documents regarding the Dordrecht site's operations. The Company has complied with the requests, and~~iSZW in July 2017, no further documents related to these completed reports have been ~~requested of~~requested. We continue to cooperate with the ~~Company since the publication of the reports~~authorities in ~~May 2017 (RIVM) and July 2017 (ISZW). The agencies will decide whether additional investigation is warranted. We understand that some of the~~responding to information requests ~~from OZHZ are part of~~related to a preliminary investigation initiated by a public prosecutor, although we have not received notice ~~that it intends~~of any specific legal action.

Upon notifying the North Carolina Department of Environmental Quality (NC DEQ) of findings from groundwater studies conducted on the site, we received, on September 6, 2017, a Notice of Violation (NOV) and Notice of Intent to ~~pursue such action.~~Enforce from NC DEQ pursuant to North Carolina groundwater quality standards. Since then, we have been conducting further studies on-site and off-site in cooperation with NC DEQ to better understand the nature and extent of environmental contamination involving certain perfluorinated compounds related to our Fayetteville, North Carolina operations. These studies are ongoing and will be used to determine what groundwater-focused remedial actions, if any, may be necessary to protect people and the environment and comply with the state’s standards. On February 12, 2018, NC DEQ issued an NOV related to groundwater on and around the site which directs us to respond with source control measures. We continue to take action in response to the NOV and will continue to cooperate with NC DEQ.

~~Except for the Risk Factors set forth below, which have been amended and restated in their entirety, there~~There have been no material changes to the ~~Risk Factors~~risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

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

~~Our revenue and profitability is largely dependent on the titanium dioxide (TiO~~₂~~) industry and the industries that are end users of our fluoroproducts. TiO~~₂ and our fluoroproducts, such as refrigerants and resins, are used in many “quality of life” products for which demand historically has been linked to global, regional and local gross domestic product and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition. The future profitability of our operations, and cash flows generated by those operations, will also be affected by the available supply of our products in the market. In addition, because demand for our fluorochemicals is driven in part by industry needs to comply with certain mandated environmental regulations (such as markets for refrigerants and foams with low global warming potential), changes in or elimination of such environmental regulations in the U.S. or other jurisdictions also can negatively impact demand for such products and, as a result, our results of operations and financial condition.

~~Our results of operations could be adversely affected by litigation and other commitments and contingencies.~~

We face risks arising from various unasserted and asserted legal claims, investigation and litigation matters, such as product liability, patent infringement, antitrust claims and claims for third party property damage or personal injury stemming from alleged

environmental actions (which may concern regulated or unregulated substances) or other torts, including, as discussed below, litigation related to the production and use of PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) by DuPont prior to the separation. We have also received inquiries, investigations and litigation related to HFPO Dimer Acid (sometimes referred to as GenX or C3 Dimer) and other compounds. We have noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental actions (which may concern regulated or unregulated substances) or other torts without claiming present personal injuries. We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on us. An adverse outcome in any one or more of these matters could be material to our financial results and could adversely impact the value of any of our brands that are associated with any such matters. As discussed in more detail in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, although the 2017 MDL settlement resolved almost all of the approximately 3,500 personal injury lawsuits against DuPont alleging that the respective plaintiffs were exposed to PFOA in drinking water as a result of DuPont’s use of PFOA at the Washington Works plant in Parkersburg, West Virginia, there are risks of additional lawsuits arising out of DuPont’s use of PFOA, its manufacture of PFOA or its customers’ use of DuPont products that may not be within the scope of the MDL Settlement. A number of additional PFOA lawsuits have been filed since the MDL Settlement. In addition, as discussed in more detail in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, the Company has received governmental inquiries, and the Company and DuPont have been named in multiple lawsuits, relating to HFPO Dimer Acid and/or other perfluorinated or polyfluorinated compounds, and there are risks that additional lawsuits could be filed. The existing lawsuits and inquiries, and any such additional litigation, relating to PFOA, HFPO Dimer Acid or these other compounds could result in us incurring additional costs and liabilities, which may be material to our financial results.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third party obligations. Additionally, we are required to indemnify DuPont with regard to liabilities allocated to, or assumed by us under each of the separation agreement, the employee matters agreement, the tax matters agreement and the intellectual property cross-license agreement that were executed prior to the spin-off. These indemnification obligations to date have included defense costs associated with certain litigation matters as well as certain damages awards, settlements and penalties. In connection with the MDL Settlement entered above, as detailed in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, DuPont and Chemours entered into an amendment to the separation agreement concerning PFOA costs. As we are required to make payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our results of operations. In addition, in the event that DuPont seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition. Disputes between Chemours and DuPont many also arise with respect to indemnification matters including disputes based on matters of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect us.

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

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

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

~~chemicals we produce, we could incur material costs as a result of addressing the consequences of such event and future reputational costs associated with any such event.~~

As a result of our operations, including the operations of divested businesses and certain discontinued operations, we could incur substantial costs, including remediation and restoration costs. The costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant and will continue to be significant for the foreseeable future. This includes costs we expect to continue to incur for environmental investigation and remediation activities at a number of our current or former sites and third party disposal locations. However, the ultimate costs under environmental laws and the timing of these costs are difficult to accurately predict. While we establish accruals in accordance with generally accepted accounting principles, the ultimate actual costs and liabilities may vary from the accruals because the estimates on which the accruals are based depend on a number of factors (many of which are outside of our control), including the nature of the matter and any associated third party claims, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (PRPs) at multi-party sites and the number and financial viability of other PRPs. For further information about the Company’s environmental matters and other commitments and contingencies, see Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1, Environmental Matters within Part I, Item 2, Management’s Discussion and Analysis of Financial Conditions and Results of Operations or Legal Proceedings in Part II, Item 1 of this Quarterly Report on Form 10-Q.

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

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

In connection with our separation, we were required to assume, and indemnify DuPont for, certain liabilities. As we are required to make payments pursuant to these indemnities to DuPont, we may need to divert cash to meet those obligations and our financial results could be negatively affected. In addition, DuPont’s obligation to indemnify us for certain liabilities may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and DuPont may not be able to satisfy its indemnification obligations in the future.

Pursuant to the separation agreement, the employee matters agreement, the tax matters agreement and the intellectual property cross-license agreement we entered into with DuPont prior to the spin-off, we were required to assume, and indemnify DuPont for, certain liabilities. These indemnification obligations to date have included, among other items, defense costs associated with certain litigation matters as well as certain damages awards, settlement amounts and penalties. In connection with MDL Settlement described above under ~~Our results of operations could be adversely affected by litigation and other commitments and contingencies~~, DuPont and Chemours entered into an amendment to the separation agreement concerning PFOA costs, the terms of which are described in Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1. Payments pursuant to these indemnities, whether relating to PFOA costs or otherwise, may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution. In addition, in the event that DuPont seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition. Disputes between Chemours and DuPont may also arise with respect to indemnification matters, including disputes based on matter of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect us.

Third parties could also seek to hold us responsible for any of the liabilities of the DuPont businesses. DuPont has agreed to indemnify us for such liabilities, but such indemnity from DuPont may not be sufficient to protect us against the full amount of such liabilities, and DuPont may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from DuPont any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these

risks could negatively affect our business, financial condition, results of operations and cash flows. See Note 13 to the Interim Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

~~Item 2.~~

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Share Repurchase Program

On November 30, 2017, our board of directors approved a share repurchase program authorizing the purchase of shares of our issued and outstanding common stock in an aggregate amount not to exceed $500 million, plus any associated fees or costs in connection with our share repurchase activity. Under the share repurchase program, shares of our common stock may be purchased in the open market from time to time, subject to management’s discretion, as well as general business and market conditions. Our share repurchase program became effective on November 30, 2017 and continues through its expiration on December 31, 2020. The program may be suspended or discontinued at any time. All common shares purchased under the share repurchase program are held as treasury stock and are accounted for using the cost method. Our share repurchase program was announced to the public on December 1, 2017.

The following table sets forth the purchases of our issued and outstanding common stock under the share repurchase program for the three months ended March 31, 2018.

(Dollars in millions, except per share amounts)
Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2)
Month ended January 31, 2018		654,241	$	51.23		654,241	$	350
Month ended February 28, 2018		1,124,196		50.06		1,124,196		294
Month ended March 31, 2018		3,200,715		48.44		3,200,715		139
Total		4,979,152	$	49.17		4,979,152	$	139

(1)

The total number of shares purchased under the share repurchase program is determined using trade dates for the related transactions.

(2)

The average price paid per share and approximate dollar value of shares that may yet be purchased under the share repurchase program exclude fees, commissions, and other charges for the related transactions.

~~None.~~As of March 31, 2018, we have purchased a cumulative 7,365,558 shares of our issued and outstanding common stock under the share repurchase program, which amounted to $361 million at an average share price of $49.05 per share. The aggregate amount of our common stock that remained available for repurchase at March 31, 2018 was $139 million.

Subsequent to March 31, 2018, we purchased an additional 764,786 shares of our issued and outstanding common stock under the share repurchase program, which amounted to $39 million at an average price of $50.58 per share.

The Chemours Company

Item 3. DEFAULTS UPON SENIOR SECURITIES

~~DEFAULTS UPON SENIOR SECURITIES~~

None.

~~Item 4.~~

Item 4. MINE SAFETY DISCLOSURES

Information regarding mine safety and other regulatory actions at the Company’s surface mine in Starke, Florida is included in Exhibit 95 to this report.

~~Item 5.~~

Item 5. OTHER INFORMATION

None.

~~Item 6.~~

Item 6.EXHIBITS

~~EXHIBITS~~

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

5360

The Chemours Company

~~EXHIBIT~~ EXHIBIT INDEX

Exhibit Number		Description
~~2.1(1)~~2.1		Amendment No. 1, dated August 24, 2017, to the Separation Agreement, dated as of July 1, 2015, by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on August 25, 2017).

3.1		Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).

3.2		Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).

10.1		Amended and Restated Credit Agreement, dated as of April 3, 2018, among The Chemours Company, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on April 3, 2018).

10.2*		The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors.

10.3*		Form of Deferred Stock Unit Terms for Nonemployee Directors under the Company’s Equity and Incentive Plan.

31.1		Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.

32.1		Section 1350 Certification of the Company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2		Section 1350 Certification of the Company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

95		Mine Safety Disclosures

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement.

5461

The Chemours Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE CHEMOURS COMPANY
(Registrant)

Date:	~~November 3, 2017~~May 4, 2018


By:	/s/ Mark E. Newman

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

5562

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

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

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

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

	Number of Shares (in thousands)			Weighted-Average Grant Date Fair Value (per share)
Non-vested, December 31, 2016		803		$	6.10
Granted		211			40.30
Vested		—			—
Forfeited		(27	)		16.62
Non-vested, September 30, 2017		987		$	12.94

		Page
Part I	Financial Information
Item 1.	Interim Consolidated Financial Statements
	Interim Consolidated Statements of Operations (Unaudited)	2
	Interim Consolidated Statements of Comprehensive Income (Unaudited)	3
	Interim Consolidated Balance Sheets	4
	Interim Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Interim Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to the Interim Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3438
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4857
Item 4.	Controls and Procedures	4957

Part II	Other Information
Item 1.	Legal Proceedings	4958
Item 1A.	Risk Factors	5059
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5359
Item 3.	Defaults Upon Senior Securities	5360
Item 4.	Mine Safety Disclosures	5360
Item 5.	Other Information	5360
Item 6.	Exhibits	5360
Exhibit Index		5461
Signature		5562

	Three Months Ended March 31, 2018
	Without			Topic 606
	Topic 606			Adjustments			As Reported
Net sales	$	1,728		$	2		$	1,730
Cost of goods sold		1,192			1			1,193
Gross profit		536			1			537
Selling, general, and administrative expense		144			(1	)		143
Research and development expense		20			—			20
Restructuring, asset-related, and other charges, net		10			—			10
Total expenses		174			(1	)		173
Equity in earnings of affiliates		12			—			12
Interest expense, net		(52	)		—			(52	)
Other income, net		59			(2	)		57
Income before income taxes		381			—			381
Provision for income taxes		84			—			84
Net income		297			—			297
Less: Net income attributable to non-controlling interests		—			—			—
Net income attributable to Chemours	$	297		$	—		$	297

	Three Months Ended March 31, 2017
				ASU 2017-07
	As Reported			Adjustments			As Reclassified
Net sales	$	1,437		$	—		$	1,437
Cost of goods sold		1,079			2			1,081
Gross profit		358			(2	)		356
Selling, general, and administrative expense		144			6			150
Research and development expense		19			—			19
Restructuring, asset-related, and other charges, net		12			—			12
Total expenses		175			6			181
Equity in earnings of affiliates		7			—			7
Interest expense, net		(51	)		—			(51	)
Other income, net		34			8			42
Income before income taxes		173			—			173
Provision for income taxes		22			—			22
Net income		151			—			151
Less: Net income attributable to non-controlling interests		1			—			1
Net income attributable to Chemours	$	150		$	—		$	150

	March 31, 2018		December 31, 2017
Accounts receivable - trade, net (1)	$	1,016	$	847
Customer rebates		54		83

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


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

	March 31, 2018			December 31, 2017
Equipment	$	7,047		$	6,961
Buildings		905			875
Construction-in-progress		608			520
Land		123			119
Mineral rights		36			36
Property, plant, and equipment		8,719			8,511
Less: Accumulated depreciation		(5,614	)		(5,503	)
Total property, plant, and equipment, net	$	3,105		$	3,008

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

	March 31, 2018		December 31, 2017
Trade payables	$	1,094	$	1,008
Dividends payable (1)		—		31
VAT and other payables		27		36
Total accounts payable	$	1,121	$	1,075

	March 31, 2018		December 31, 2017
Environmental remediation (1)	$	179	$	187
Employee-related costs (2)		131		123
Accrued litigation (1)		50		48
Asset retirement obligations		44		43
Deferred income		5		6
Miscellaneous (3)		66		68
Total other liabilities	$	475	$	475

Three Months Ended March 31,	Fluoroproducts		Chemical Solutions		Titanium Technologies		Corporate and Other			Total
2018
Net sales to external customers	$	732	$	144	$	854	$	—		$	1,730
Adjusted EBITDA		206		11		294		(43	)		468
Depreciation and amortization		28		5		30		7			70

2017
Net sales to external customers	$	652	$	139	$	646	$	—		$	1,437
Adjusted EBITDA		155		12		159		(41	)		285
Depreciation and amortization		26		4		33		8			71

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

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

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

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

Change in segment net sales from prior period	Three Months Ended March 31, 2018
Price		—	%
Volume		8	%
Currency		4	%
Portfolio/other		—	%
Total change in segment net sales		12	%