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~~163,481,966 shares of common stock, $0.01 par value, outstanding at ~~October 31, 2017.~~July 29, 2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net sales	$	1,584		$	1,398		$	4,608		$	4,078		$	1,408		$	1,816		$	2,784		$	3,546
Cost of goods sold		1,117			1,056			3,341			3,267			1,085			1,259			2,165			2,452
Gross profit		467			342			1,267			811			323			557			619			1,094
Selling, general and administrative expense		148			148			444			454
Selling, general, and administrative expense														136			161			292			304
Research and development expense		20			19			61			60			19			20			41			40
Restructuring and asset-related charges, net		8			60			31			145
Total expenses		176			227			536			659
Restructuring, asset-related, and other charges														7			10			15			20
Total other operating expenses														162			191			348			364
Equity in earnings of affiliates		9			9			26			17			8			10			16			22
Interest expense, net		(55	)		(51	)		(161	)		(157	)		(52	)		(48	)		(103	)		(100	)
Loss on extinguishment of debt														—			(38	)		—			(38	)
Other income, net		5			161			53			250			16			33			55			90
Income before income taxes		250			234			649			262			133			323			239			704
Provision for income taxes		43			30			130			25			37			41			50			125
Net income		207			204			519			237			96			282			189			579
Less: Net income attributable to non-controlling interests		—			—			1			—			—			1			—			1
Net income attributable to Chemours	$	207		$	204		$	518		$	237		$	96		$	281		$	189		$	578
Per share data
Basic earnings per share of common stock	$	1.12		$	1.12		$	2.81		$	1.31		$	0.58		$	1.58		$	1.14		$	3.21
Diluted earnings per share of common stock	$	1.08		$	1.11		$	2.72		$	1.30			0.57			1.53			1.12			3.11
Dividends per share of common stock	$	0.03		$	0.03		$	0.09		$	0.09

	Three Months Ended September 30,																		Three Months Ended June 30,
	2017									2016									2019									2018
	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		$	133		$	(37	)	$	96		$	323		$	(41	)	$	282
Other comprehensive income (loss):
Unrealized loss on net investment hedge		(26	)		10			(16	)		(6	)		—			(6	)
Cumulative translation adjustments		35			—			35			10			—			10
Hedging activities:
Unrealized (loss) gain on net investment hedge																				(7	)		2			(5	)		48			(12	)		36
Unrealized gain on cash flow hedge																				—			—			—			7			(1	)		6
Reclassifications to net income - cash flow hedge																				(3	)		—			(3	)		—			—			—
Hedging activities, net																				(10	)		2			(8	)		55			(13	)		42
Cumulative translation adjustment																				15			—			15			(160	)		—			(160	)
Defined benefit plans:
Net gain		5			—			5			—			—			—
Additions to accumulated other comprehensive loss:
Net loss																				(3	)		—			(3	)		—			—			—
Prior service benefit																				5			—			5			—			—			—
Effect of foreign exchange rates		(9	)		2			(7	)		(3	)		1			(2	)		(2	)		—			(2	)		13			—			13
Reclassifications to net income:
Reclassifications to net income:
Amortization of prior service gain		(1	)		—			(1	)		—			—			—			(1	)		—			(1	)		(1	)		—			(1	)
Amortization of actuarial loss		5			(1	)		4			6			(2	)		4			7			(1	)		6			4			—			4
Settlement loss		1			—			1			—			—			—
Defined benefit plans, net		1			1			2			3			(1	)		2			6			(1	)		5			16			—			16
Other comprehensive income		10			11			21			7			(1	)		6
Other comprehensive income (loss)																				11			1			12			(89	)		(13	)		(102	)
Comprehensive income		260			(32	)		228			241			(31	)		210			144			(36	)		108			234			(54	)		180
Less: Comprehensive income attributable to non-controlling interests		—			—			—			—			—			—			—			—			—			1			—			1
Comprehensive income attributable to Chemours	$	260		$	(32	)	$	228		$	241		$	(31	)	$	210		$	144		$	(36	)	$	108		$	233		$	(54	)	$	179

	Nine Months Ended September 30,																		Six Months Ended June 30,
	2017									2016									2019									2018
	Pre-Tax			Tax			After-Tax			Pre-Tax			Tax			After-Tax			Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	649		$	(130	)	$	519		$	262		$	(25	)	$	237		$	239		$	(50	)	$	189		$	704		$	(125	)	$	579
Other comprehensive income (loss):
Unrealized loss on net investment hedge		(76	)		20			(56	)		(9	)		—			(9	)
Cumulative translation adjustments		224			—			224			20			—			20
Hedging activities:
Unrealized gain on net investment hedge																				3			(1	)		2			13			(3	)		10
Unrealized gain on cash flow hedge																				2			—			2			7			(1	)		6
Reclassifications to net income - cash flow hedge																				(6	)		—			(6	)		—			—			—
Hedging activities, net																				(1	)		(1	)		(2	)		20			(4	)		16
Cumulative translation adjustment																				23			—			23			(53	)		—			(53	)
Defined benefit plans:
Net gain (loss)		5			—			5			(7	)	1				(6	)
Additions to accumulated other comprehensive loss:
Net loss																				(3	)		—			(3	)		—			—			—
Prior service benefit																				5			—			5			—			—			—
Effect of foreign exchange rates		(36	)		8			(28	)		(5	)		2			(3	)		1			—			1			5			—			5
Reclassifications to net income:
Reclassifications to net income:
Amortization of prior service gain		(1	)		—			(1	)		(1	)		—			(1	)		(1	)		—			(1	)		(1	)		—			(1	)
Amortization of actuarial loss		15			(3	)		12			18			(5	)		13			12			(3	)		9			7			(1	)		6
Settlement loss		1			—			1			(2	)		1			(1	)		1			—			1			—			—			—
Defined benefit plans, net		(16	)		5			(11	)		3			(1	)		2			15			(3	)		12			11			(1	)		10
Other comprehensive income		132			25			157			14			(1	)		13
Other comprehensive income (loss)																				37			(4	)		33			(22	)		(5	)		(27	)
Comprehensive income		781			(105	)		676			276			(26	)		250			276			(54	)		222			682			(130	)		552
Less: Comprehensive income attributable to non-controlling interests		1			—			1			—			—			—			—			—			—			1			—			1
Comprehensive income attributable to Chemours	$	780		$	(105	)	$	675		$	276		$	(26	)	$	250		$	276		$	(54	)	$	222		$	681		$	(130	)	$	551

	(Unaudited)
	September 30,			December 31,			(Unaudited)
	2017			2016			June 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	1,535		$	902		$	630		$	1,201
Accounts and notes receivable - trade, net		942			807
Accounts and notes receivable, net								879			861
Inventories		877			767			1,250			1,147
Prepaid expenses and other		79			77			73			84
Total current assets		3,433			2,553			2,832			3,293
Property, plant and equipment		8,412			7,997
Property, plant, and equipment								9,259			8,992
Less: Accumulated depreciation		(5,462	)		(5,213	)		(5,768	)		(5,701	)
Property, plant and equipment, net		2,950			2,784
Property, plant, and equipment, net								3,491			3,291
Operating lease right-of-use assets								322			—
Goodwill and other intangible assets, net		167			170			178			181
Investments in affiliates		166			136			177			160
Other assets		404			417			433			437
Total assets	$	7,120		$	6,060		$	7,433		$	7,362
Liabilities and equity
Liabilities
Current liabilities:
Accounts payable	$	1,010		$	884		$	956		$	1,137
Current maturities of long-term debt		14			15			18			13
Other accrued liabilities		546			872			474			559
Total current liabilities		1,570			1,771			1,448			1,709
Long-term debt, net		4,081			3,529			4,190			3,959
Operating lease liabilities								265			—
Deferred income taxes		175			132			214			217
Other liabilities		489			524			487			457
Total liabilities		6,315			5,956			6,604			6,342
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; 188,801,201 shares issued and 163,481,966 shares outstanding at June 30, 2019; 187,204,567 shares issued and 170,780,474 shares outstanding at December 31, 2018)								2			2
Treasury stock, at cost (25,319,235 shares at June 30, 2019; 16,424,093 shares at December 31, 2018)								(1,072	)		(750	)
Additional paid-in capital		830			789			853			860
Retained earnings (accumulated deficit)		388			(114	)
Retained earnings								1,571			1,466
Accumulated other comprehensive loss		(420	)		(577	)		(531	)		(564	)
Total Chemours stockholders’ equity		800			100			823			1,014
Non-controlling interests		5			4			6			6
Total equity		805			104			829			1,020
Total liabilities and equity	$	7,120		$	6,060		$	7,433		$	7,362

	Common Stock				Additional Paid-In			(Accumulated Deficit) Retained			Accumulated Other Comprehensive			Non-controlling					Three Months Ended June 30,
	Shares		Amount		Capital			Earnings			(Loss) Income			Interests		Total			Common Stock				Treasury Stock
Balance at January 1, 2016		181,069,751	$	2	$	775		$	(115	)	$	(536	)	$	4	$	130
Net income		—		—		—			237			—			—		237
																			Shares		Amount		Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Non-controlling Interests		Total Equity
Balance at April 1, 2018																				185,903,112	$	2		7,365,558		$	(361	)	$	846		$	876		$	(366	)	$	5	$	1,002
Common stock issued - compensation plans		650,971		—		—			—			—			—		—			69,089		—		—			—			—			—			—			—		—
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																				622,167		—		—			—			8			—			—			—		8
Purchases of treasury stock, at cost																				—		—		2,720,089			(139	)		—			—			—			—		(139	)
Shares issued under employee stock purchase plan																				—		—		(12,411	)		—			—			—			—			—		—
Stock-based compensation expense		—		—		21			—			—			—		21			—		—		—			—			6			—			—			—		6
Cancellation of unissued stock awards withheld to cover taxes		—		—		(10	)		—			—			—		(10	)		—		—		—			—			(1	)		—			—			—		(1	)
Net income																				—		—		—			—			—			281			—			1		282
Dividends ($0.17 per share)																				—		—		—			—			—			(30	)		—			—		(30	)
Other comprehensive loss																				—		—		—			—			—			—			(102	)		—		(102	)
Other activity, net																				—		—		—			—			—			—			(1	)		—		(1	)
Balance at June 30, 2018																				186,594,368	$	2		10,073,236		$	(500	)	$	859		$	1,127		$	(469	)	$	6	$	1,025

Balance at April 1, 2019																				188,693,084	$	2		23,702,095		$	(1,011	)	$	845		$	1,517		$	(543	)	$	6	$	816
Common stock issued - compensation plans																				13,505		—		—			—			—			—			—			—		—
Exercise of stock options, net		1,987,427		—		30			—			—			—		30			94,612		—		—			—			2			—			—			—		2
Balance at September 30, 2017		185,092,058	$	2	$	830		$	388		$	(420	)	$	5	$	805
Purchases of treasury stock, at cost																				—		—		1,617,140			(61	)		—			—			—			—		(61	)
Stock-based compensation expense																				—		—		—			—			6			—			—			—		6
Cancellation of unissued stock awards withheld to cover taxes																				—		—		—			—			—			—			—			—		—
Net income																				—		—		—			—			—			96			—			—		96
Dividends ($0.25 per share)																				—		—		—			—			—			(42	)		—			—		(42	)
Other comprehensive income																				—		—		—			—			—			—			12			—		12
Balance at June 30, 2019																				188,801,201	$	2		25,319,235		$	(1,072	)	$	853		$	1,571		$	(531	)	$	6	$	829

																			Six Months Ended June 30,
																			Common Stock				Treasury Stock
																			Shares		Amount		Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Non-controlling Interests		Total Equity
Balance at January 1, 2018																				185,343,034	$	2		2,386,406		$	(116	)	$	837		$	579		$	(442	)	$	5	$	865
Common stock issued - compensation plans																				355,707		—		—			—			—			—			—			—		—
Exercise of stock options, net																				895,627		—		—			—			13			—			—			—		13
Purchases of treasury stock, at cost																				—		—		7,699,241			(384	)		—			—			—			—		(384	)
Shares issued under employee stock purchase plan																				—		—		(12,411	)		—			—			—			—			—		—
Stock-based compensation expense																				—		—		—			—			15			—			—			—		15
Cancellation of unissued stock awards withheld to cover taxes																				—		—		—			—			(6	)		—			—			—		(6	)
Net income																				—		—		—			—			—			578			—			1		579
Dividends ($0.17 per share)																				—		—		—			—			—			(30	)		—			—		(30	)
Other comprehensive loss																				—		—		—			—			—			—			(27	)		—		(27	)
Balance at June 30, 2018																				186,594,368	$	2		10,073,236		$	(500	)	$	859		$	1,127		$	(469	)	$	6	$	1,025

Balance at January 1, 2019																				187,204,567	$	2		16,424,093		$	(750	)	$	860		$	1,466		$	(564	)	$	6	$	1,020
Common stock issued - compensation plans																				1,091,539		—		—			—			1			(1	)		—			—		—
Exercise of stock options, net																				505,095		—		—			—			8			—			—			—		8
Purchases of treasury stock, at cost																				—		—		8,895,142			(322	)		—			—			—			—		(322	)
Stock-based compensation expense																				—		—		—			—			14			—			—			—		14
Cancellation of unissued stock awards withheld to cover taxes																				—		—		—			—			(30	)		—			—			—		(30	)
Net income																				—		—		—			—			—			189			—			—		189
Dividends ($0.50 per share)																				—		—		—			—			—			(83	)		—			—		(83	)
Other comprehensive income																				—		—		—			—			—			—			33			—		33
Balance at June 30, 2019																				188,801,201	$	2		25,319,235		$	(1,072	)	$	853		$	1,571		$	(531	)	$	6	$	829

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

	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net income	$	189		$	579
Adjustments to reconcile net income to cash (used for) provided by operating activities:
Depreciation and amortization		154			142
Gain on sales of assets and businesses		(3	)		(45	)
Equity in earnings of affiliates, net		(15	)		6
Loss on extinguishment of debt		—			38
Amortization of debt issuance costs and issue discounts		5			7
Deferred tax provision		2			38
Stock-based compensation expense		14			15
Net periodic pension cost (income)		1			(7	)
Defined benefit plan contributions		(13	)		(8	)
Other operating charges and credits, net		1			(5	)
Decrease (increase) in operating assets:
Accounts and notes receivable, net		(16	)		(175	)
Inventories and other operating assets		(70	)		(74	)
(Decrease) increase in operating liabilities:
Accounts payable and other operating liabilities		(287	)		28
Cash (used for) provided by operating activities		(38	)		539
Cash flows from investing activities
Purchases of property, plant, and equipment		(257	)		(228	)
Acquisition of business, net		—			(37	)
Proceeds from sales of assets and businesses, net		1			41
Foreign exchange contract settlements, net		—			(6	)
Cash used for investing activities		(256	)		(230	)
Cash flows from financing activities
Proceeds from issuance of debt, net		—			520
Proceeds from revolving loan		150			—
Debt repayments		(6	)		(672	)
Payments related to extinguishment of debt		—			(29	)
Payments of debt issuance costs		—			(12	)
Purchases of treasury stock, at cost		(322	)		(394	)
Proceeds from exercised stock options, net		8			13
Payments related to tax withholdings on vested stock awards		(30	)		(6	)
Payments of dividends		(83	)		(61	)
Cash used for financing activities		(283	)		(641	)
Effect of exchange rate changes on cash and cash equivalents		6			(7	)
Decrease in cash and cash equivalents		(571	)		(339	)
Cash and cash equivalents at January 1,		1,201			1,556
Cash and cash equivalents at June 30,	$	630		$	1,217

Supplemental cash flows information
Non-cash investing and financing activities:
Changes in property, plant, and equipment included in accounts payable	$	(25	)	$	(1	)
Obligations incurred under build-to-suit lease arrangement		30			26

Note 1. Background, Description of the Business, and Basis of ~~Presentation~~Presentation

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, industrial, 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.

Chemours separated from E. I. du Pont de Nemours and Company (“DuPont”) on July 1, 2015. On August 31, 2017, DuPont completed a merger with The Dow Chemical Company (“Dow”). Following their merger, DuPont and Dow engaged in a series of reorganization steps and in 2019 have now separated into three publicly-traded companies named Dow Inc., DuPont de Nemours, Inc., and Corteva, Inc. (“Corteva”).

Unless the context otherwise requires, references herein to “The Chemours Company,” “Chemours,” “the Company,” “our Company,” “we,” “us,” and “our” refer to The Chemours Company and its consolidated subsidiaries. References to “DuPont” refer to E. I. du Pont de Nemours and Company, which is now a subsidiary of Corteva.

The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ~~(GAAP) in the United States of America (U.S.~~(“GAAP”) ~~for interim financial information.~~. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair statement of the Company’s results for interim periods have been included. ~~Results~~The notes that follow are an integral part of the Company’s interim consolidated financial statements. The Company’s results for interim periods should not be considered indicative of its results for a full year, and the year-end consolidated balance sheet does not include all of the disclosures required by ~~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.~~2018.

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

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

In ~~May 2014,~~August 2018, the Financial Accounting Standards Board ~~(FASB)~~(“FASB”) issued Accounting Standards Update ~~(ASU)~~(“ASU”) No. 2014-09, “Revenue from Contracts with Customers (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. Subsequent2018-14, Compensation –Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the ~~issuance of~~ Disclosure Requirements for Defined Benefit Plans (“ASU No. ~~2014-09,~~2018-14”). This update removes disclosures that are no longer considered cost beneficial, clarifies the ~~FASB issued multiple clarifying updates in connection with Topic 606. The provisions~~specific requirements of certain disclosures, and adds new disclosure requirements that are considered relevant for employers that sponsor defined benefit pension or other postretirement plans. ASU No. ~~2014-09 and its related updates will be~~2018-14 is effective for ~~interim and annual periods beginning~~fiscal years ending after December 15, ~~2017,~~2020 with retrospective application to all periods presented, and early adoption ~~permitted for annual periods beginning after December 15, 2016.~~is permitted. The Company ~~will adopt~~is currently evaluating the ~~standard on January 1, 2018 under the modified retrospective transition method.~~impacts of adopting this guidance, which it does not expect to be material.

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.Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU No. 2016-02, ~~“Leases~~Leases (Topic 842)” (“ASU No. 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 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 may elect to apply. The ~~amendments in this update are effective for the Company’s fiscal year beginning~~Company adopted ASU No. 2016-02 on January 1, 2019 ~~including interim periods within that fiscal year. Early application of~~using the ~~amendments in this update is permitted for all entities. At adoption,~~modified retrospective transition method, which did not require the Company ~~will recognize a~~to adjust comparative periods. Operating leases are included in operating lease right-of-use ~~asset~~assets, other accrued liabilities, and aoperating lease ~~liability initially measured at~~liabilities on the consolidated balance sheets. Finance leases are included in property, plant, and equipment, net, current maturities of long-term debt, and long-term debt, net, on the consolidated balance sheets. The Company’s lease assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of ~~its operating~~future lease payments. The Company’s incremental borrowing rate, which is based on information available at the adoption date for existing leases and the commencement date for leases commencing after the adoption date, is used to determine the present value of lease payments.

The most significant impact of the Company’s adoption of ASU No. 2016-02 was the recognition of $333 of operating lease right-of-use assets and $349 of operating lease liabilities on its consolidated balance sheets at January 1, 2019. Operating lease right-of-use assets were reduced by $16 due to a tenant improvement allowance on a lease of office space. The Company’s adoption of ASU No. 2016-02 did not have any impact to the Company’s consolidated statements of operations, or its consolidated statements of cash flows. Further, there was no impact on the Company’s covenant compliance under its current debt agreements as a result of the adoption of ASU No. 2016-02.

The Company ~~is currently evaluating~~elected the ~~other impacts~~package of ~~adopting~~practical expedients included in this guidance, which allowed it to not reassess: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and, (iii) the initial direct costs for existing leases. The Company also elected the practical expedient to not assess whether existing or expired land easements contain a lease.

The Company does not recognize short-term leases on its ~~financial position, results~~consolidated balance sheets, and will recognize those lease payments in the consolidated statements of operations ~~and cash flows.~~on a straight-line basis over the lease term. Leases with the options to extend their term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options.

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

In August ~~2016,~~2018, the FASB issued ~~various updates to~~ ASU No. ~~2016-15, “Statement of Cash Flows (Topic 230)~~2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): ~~Classification of Certain Cash Receipts and Cash Payments”~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU No. 2018-15”), which ~~clarifies~~aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Pursuant to the amendments, the Company, when acting as a customer to a cloud computing arrangement that is a service contract, is required to follow the guidance in Subtopic 350-40 to determine the implementation costs to capitalize as an asset related to the service contract and ~~amends~~ the ~~presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The guidance~~costs to expense. ASU No. 2018-15 is effective ~~for public business entities~~ for fiscal years beginning after December 15, ~~2017, and~~2019, including interim periods within those fiscal ~~years. The~~years, with early adoption permitted in any interim period. Upon adoption, the Company had the option to elect whether it applies 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~~under ASU No. ~~2017-07, “Compensation - Retirement Benefits (Topic 715)”,~~2018-15 retrospectively, or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU No. 2018-15 on January 1, 2019 using the prospective adoption method, the effect of 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 howwas not material 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.~~flows for the six months ended June 30, 2019.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815)”, 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 changeNote 3. Significant Transaction

Sale of Land 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 effective for public business entities for fiscal years beginning after December 15, 2018, as well as interim periods within those fiscal years. Early adoption is permitted in any interim period. The amendments in this update should 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 of adopting this guidance on its financial position, results of operations and cash flows.Linden, New Jersey

In March 2016, the ~~FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718).”~~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 ~~update sets forth areas~~land was assigned to Chemours in connection with its separation from DuPont, and the Company completed the sale in March 2018 for ~~simplification within several aspects~~a gain of $42 and net cash proceeds of $39. As part of the ~~accounting for shared-based payment transactions, including~~sales agreement, the ~~income tax consequences, classification~~buyer 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 ~~awards as either equity or liabilities~~prepaid expenses and ~~classification~~other on the ~~statement~~consolidated balance sheets. Chemours remains responsible for certain other ongoing environmental remediation activities at the site, which were previously accrued as a component of cash flows. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Chemours adopted this guidance effective January 1, 2017, and the adoption did not have a significant impactother liabilities on the Company’s financial position, results of operations or cash flows except for the impact of windfall income tax benefits on share-based payments and 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 taxes in the consolidated ~~statements of operations.~~

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to determine the fair value of the individual assets and liabilities of abalance sheets.

~~reporting unit to measure goodwill impairment. Under the amendments, goodwill impairment testing will be performed by comparing the fair value~~Note 4. Net Sales

The following table sets forth a disaggregation of the ~~reporting unit with its carrying amount~~Company’s net sales by geographic region and ~~recognizing an impairment charge~~product group for the amount by which the carrying amount exceeds the reporting unit’s fair value. Any impairment charges recognized would not exceed the total amount of goodwill allocated to the reporting unit. The guidance is effective for annualthree and ~~interim goodwill impairment tests in fiscal years beginning after December 15,~~six months ended June 30, 2019 and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company has adopted this guidance and will implement its provisions for interim and annual goodwill impairment tests performed prospectively. 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.2018.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net sales by geographic region (1)
North America:
Fluoroproducts	$	305	$	310	$	592	$	613
Chemical Solutions		85		90		159		172
Titanium Technologies		176		239		372		472
Total North America		566		639		1,123		1,257
Asia Pacific:
Fluoroproducts		175		186		338		338
Chemical Solutions		16		21		31		41
Titanium Technologies		195		260		362		503
Total Asia Pacific		386		467		731		882
Europe, the Middle East, and Africa:
Fluoroproducts		178		249		364		471
Chemical Solutions		4		5		10		9
Titanium Technologies		123		245		237		492
Total Europe, the Middle East, and Africa		305		499		611		972
Latin America (2):
Fluoroproducts		54		56		104		110
Chemical Solutions		25		37		64		75
Titanium Technologies		72		118		151		250
Total Latin America		151		211		319		435
Total net sales	$	1,408	$	1,816	$	2,784	$	3,546

Net sales by product group
Fluorochemicals	$	375	$	444	$	724	$	838
Fluoropolymers		336		357		674		694
Mining solutions		61		71		130		137
Performance chemicals and intermediates		69		82		134		160
Titanium dioxide and other minerals		567		862		1,122		1,717
Total net sales	$	1,408	$	1,816	$	2,784	$	3,546

Substantially all of the ~~following criteria remain unchanged before~~Company’s net sales are derived from goods 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~~services transferred at a ~~liability instrument. The amendments~~point 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.time.

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

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 June 30, 2019 and December 31, 2018.

The Company’s deferred revenue balances at June 30, 2019 and December 31, 2018 were not significant. Additionally, changes in the Company’s deferred revenue balances resulting from additions for advance payments and deductions for amounts recognized in net sales during the three and six months ended June 30, 2019 were not significant. For the three and six months ended June 30, 2019, the amount of net sales 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 June 30, 2019 or December 31, 2018.

Certain of the Company’s master services agreements or other arrangements contain take-or-pay clauses, whereby customers are required to purchase a fixed minimum quantity of product during a specified period, or pay the Company for such orders, even if not requested by the customer. The Company considers these take-or-pay clauses to be an enforceable contract, and as such, the legally-enforceable minimum amounts under such an arrangement are considered to be outstanding performance obligations on contracts with an original expected duration greater than one year. At June 30, 2019, Chemours had $117 of remaining performance obligations. The Company expects to recognize approximately 30% of its remaining performance obligations as revenue in 2019, an approximate additional 50% in 2020, and the balance thereafter. The Company applies the allowable practical expedient and does not include remaining performance obligations that have original expected durations ofone 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 by June 30, 2019 are also excluded.

The following table sets forth the components of the Company’s restructuring, asset-related, and other charges for the three and six months ended June 30, 2019 and 2018.

The following table sets forth the impacts of the Company’s restructuring programs ~~impacted~~to segment earnings for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016 as follows:~~2018.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016		2017		2016		2019			2018		2019		2018
Plant and product line closures¹:
Titanium Technologies	$	—	$	5	$	4	$	24
Restructuring and other charges:
Plant and product line closures:
Chemical Solutions									$	—		$	2	$	1	$	3
Corporate and Other										6			1		12		1
Total plant and product line closures										6			3		13		4
2017 Restructuring Program:
Fluoroproducts		—		1		3		6		1			2		1		5
Chemical Solutions		5		7		16		6		—			1		—		1
Subtotal		5		13		23		36
2015 Global Restructuring:
Titanium Technologies		—		—		—		2		1			—		1		—
Fluoroproducts		—		1		—		3
Chemical Solutions		—		—		—		—
Subtotal		—		1		—		5
2017 Restructuring Program		3		—		8		—
Total restructuring charges, net	$	8	$	14	$	31	$	41
Corporate and Other										(1	)		3		—		9
Total 2017 Restructuring Program										1			6		2		15
Total restructuring and other charges									$	7		$	9	$	15	$	19

In the Titanium Technologies segment, due to the closure of the Edge Moor, Delaware manufacturing plant in the U.S., the Company recorded decommissioning and dismantling-related charges of $4 for the nine months ended September 30, 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,~~fourth quarter of 2015, the Company announced its completion of the strategic review of its Reactive Metals Solutions business and the decision to stop production at its Niagara Falls, New York manufacturing plant. The Company recorded additional decommissioning and dismantling-related charges ~~for certain~~ of ~~its production lines in the U.S. of $3~~$1 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, and $1$2 and $6$3 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, respectively. The Company expects to incur approximately $10 in additional restructuring charges for similar activities through 2021, which will be reflected in Chemical Solutions, and will be expensed as incurred. As of ~~September~~June 30, ~~2017,~~2019, the Company incurred, in the aggregate, ~~approximately $17 of~~$36 in restructuring ~~costs, excluding non-cash asset-related charges. The Company has substantially completed the actions~~charges related to these ~~restructuring~~ activities, ~~for certain of its Fluoroproducts production lines, which were initiated in 2015.~~excluding asset-related charges.

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 the plant. As~~ a ~~result, the~~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 and never used in Chemours’ operations. The Company recorded ~~$5 and $16 of~~additional decommissioning and dismantling-related charges of $6 and $12 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and ~~$7 and $6~~$1 for the three and ~~nine~~six months ended ~~September,~~June 30, ~~2016, respectively.~~2018. The Company expects to incur approximately $10 in additional restructuring charges related to its Chambers Works site through the end of 2020, which will be reflected in Corporate and Other, and will be expensed as incurred. As of ~~September~~June 30, ~~2017,~~2019, the Company incurred, in the aggregate, ~~approximately $30 of restructuring costs, excluding non-cash asset-related charges. Additional~~$21 in restructuring charges ~~of approximately $5 for decommissioning and site redevelopment are expected~~related to ~~be incurred for the remainder of 2017, which will be expensed as incurred.~~these activities.

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)~~(“IT”) providers; and, ~~(c)~~(iii) implementing various upgrades to the Company’s current IT infrastructure. In connection with these corporate function efforts, the Company recorded $3$1 and $8$2 in restructuring-related charges for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and $3 and $9 for the three and six months ended June 30, 2018, respectively.

In 2017, the Company also announced a voluntary separation program ~~(VSP)~~(“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~~received 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 separated from the Company through 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 were recognized over the period that each participating employee continued to provide service to Chemours, and amounted to $3 and $6 for the three and six months ended June 30, 2018, respectively.

The Company recorded charges for its 2017 program of $1 and $2 during the three and six months ended June 30, 2019, respectively, and $6 and $15 during the three and six months ended June 30, 2018, respectively. The cumulative amount incurred, in the aggregate, for the Company’s 2017 program amounted to $61 at June 30, 2019. The Company has substantially completed all actions related to this program.

Chemours after providing a mutually agreed-upon service period. Based on current estimates, Chemours anticipates that approximately 300 to 350 employees will separate from the Company by the end of 2018. An accrual representing the majority of these termination benefits will be recognized in2018 Restructuring Program

In the fourth quarter of ~~2017,~~2018, management initiated a restructuring program of the Company’s corporate functions and ~~any remaining incremental, one-time financial incentives under~~recorded the ~~VSP will be recognized over the period each participating employee continues~~related estimated severance costs of $5. The Company has substantially completed all actions related to ~~provide service to Chemours. No amounts for the VSP have been recognized in the consolidated financial statements as of September 30, 2017.~~this program.

~~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 through December 31, 2018.~~

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:~~six months ended June 30, 2019.

At ~~September~~June 30, ~~2017,~~2019, there ~~are~~were 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 and six months ended June 30, 2019 and 2018.

For the three months ended June 30, 2019 and 2018, Chemours recorded provisions for income taxes of $37 and $41, respectively, resulting in effective income tax rates of approximately 28% and 13%, respectively. The change in the Company’s effective tax rate for the three months ended June 30, 2019 was primarily attributable to $6 of lower income tax benefits related to windfalls on its share-based payments, $8 of additional income tax expense associated with the recognition of a valuation allowance on the deferred tax assets of a certain foreign subsidiary, and the geographic mix of its earnings.

For the six months ended June 30, 2019 and 2018, Chemours recorded provisions for income taxes of $50 and $125, respectively, resulting in effective income tax rates of approximately 21% and 18%, respectively. The change in the Company’s effective tax rate for the six months ended June 30, 2019 was primarily attributable to $4 of lower income tax benefits related to windfalls on its share-based payments, $8 of additional income tax expense associated with the recognition of a valuation allowance on the deferred tax assets of a certain foreign subsidiary, and the geographic mix of its earnings.

~~For~~With respect to U.S. tax reform, while management has completed its analysis within the ~~three months ended September 30, 2017~~applicable measurement period, pursuant to the U.S. Securities and ~~2016, Chemours recorded a~~Exchange Commission’s Staff Accounting Bulletin No. 118, the Company is accounting for the tax impact of new provisions based on an interpretation of existing statutory law, including proposed regulations issued by the U.S. Treasury and the Internal Revenue Service. While there can be no assurances as to the effect of any final regulations on the Company’s provision for income taxes, of $43 and $30, respectively, resulting in effective income tax rates 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 duemanagement will continue to ~~the Company’s geographical mix of earnings, as well as~~evaluate the impact ~~of the valuation allowance on U.S. foreign tax credits, from which the Company does not expect to benefit in 2017.~~

Each year, Chemours and/or its subsidiaries file income tax returns in U.S. federal and state 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”, when applicable.

~~Management is not aware of~~as 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.~~regulations issued become final during 2019.

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.

The following table ~~shows a reconciliation~~sets forth the 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 and six months ended June 30, 2019 and 2018.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
Numerator:
Net income attributable to Chemours	$	207	$	204	$	518	$	237	$	96	$	281	$	189	$	578
Denominator:
Weighted-average number of common shares outstanding - basic		185,431,036		181,596,161		184,641,599		181,452,194		164,118,816		177,798,484		165,982,289		179,922,433
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										2,822,810		6,022,757		3,508,621		6,142,986
Weighted-average number of common shares outstanding - diluted										166,941,626		183,821,241		169,490,910		186,065,419

Basic earnings per share of common stock									$	0.58	$	1.58	$	1.14	$	3.21
Diluted earnings per share of common stock										0.57		1.53		1.12		3.11

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 and six months ended June 30, 2019 and 2018.

The following table sets forth the components of the Company’s accounts and notes receivable, net at June 30, 2019 and December 31, 2018.

Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense was less than $1 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017. Bad debt expense was $7 for~~2019 and 2018.

The following table sets forth the components of the Company’s inventories at June 30, 2019 and ~~nine months ended September 30, 2016.~~

	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
Finished products	$	592		$	532		$	745		$	701
Semi-finished products		176			150			199			195
Raw materials, stores and supplies		309			285
Subtotal		1,077			967
Adjustment of inventories to LIFO basis		(200	)		(200	)
Raw materials, stores, and supplies								537			476
Inventories before LIFO adjustment								1,481			1,372
Less: Adjustment of inventories to LIFO basis								(231	)		(225	)
Total inventories	$	877		$	767		$	1,250		$	1,147

Inventory values, before last-in, first-out ~~(LIFO)~~(“LIFO”) adjustment are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at substantially all of the Company’s U.S. locations, which comprised ~~$472~~$751 and ~~$465, or 44%~~$622 (or 51% and ~~48%,~~45%) of inventories before the LIFO adjustments at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The remainder of the Company’s 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 June 30, 2019 and December 31, 2018.

Depreciation expense amounted to ~~$61~~$76 and ~~$201~~$151 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively,~~2019 and ~~$72~~$70 and ~~$210~~$139 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, respectively. Property, plant, and equipment, net includes ~~gross assets under capital leases~~a build-to-suit lease asset of $5$85 and $55 at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018, respectively.

The Company’s gross finance lease assets amounted to $69 and $7 at June 30, 2019 and December 31, 2018, respectively. In the second quarter of 2019, a subsidiary of the Company renegotiated the terms of an existing Fluoroproducts supply contract with Changshu 3F Zhonghao New Chemical Materials Co., Ltd., a related party and equity method investee, to improve the long-term supply security and competitiveness relative to not-in-kind competition of its low global warming potential foam offering. The renegotiated supply contract resulted in the recognition of a finance lease asset and a corresponding finance lease liability, which amounted to $62.

The Company leases certain office space, equipment, railcars, tanks, barges, tow boats, and warehouses. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and lease expense is recognized over the term of these leases on a straight-line basis. The Company’s leases have remaining terms of up to 18 years. Some leases of equipment contain immaterial amounts of residual value guarantees.

~~Asset Held~~The following table sets forth the Company’s lease assets and lease liabilities and their balance sheet location at June 30, 2019.

The following table sets forth the components of the Company’s lease cost for ~~Sale~~the three and six months ended June 30, 2019.

The total cost associated with the Company’s finance leases amounted to less than $1 for the three and six months ended June 30, 2019.

The following table sets forth the cash flows related to the Company’s leases for the six months ended June 30, 2019.

The total cash flows associated with the Company’s finance leases amounted to less than $1 for the six months ended June 30, 2019.

The following table sets forth the weighted-average term and weighted-average discount rate for the Company’s leases at June 30, 2019.

The following table sets forth the Company’s lease liabilities’ maturities for the next five years and thereafter.

The following table sets forth the Company’s lease liabilities’ maturities for the next five years and thereafter under the previous lease accounting standard.

In ~~December 2016,~~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 ~~connection with~~Newark, Delaware (“The Chemours Discovery Hub”). The land on which The Chemours Discovery Hub will be located is leased to a ~~sale agreement entered in January 2017 to sell~~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 ~~corporate headquarters building located~~agreement with the owner-lessor. Project costs paid by the owner-lessor are reflected on the Company’s consolidated balance sheets as construction-in-progress within property, plant, and equipment, net, and a corresponding build-to-suit lease liability within long-term debt, net. Through June 30, 2019 and December 31, 2018, project costs paid by the owner-lessor amounted to $85 and $55, respectively. Construction of The Chemours Discovery Hub is expected to be completed by the end of 2019.

The Company engages in transactions with its equity method investees in the ordinary course of business. Net sales to the Company’s equity method investees amounted to $32 and $64 for the three and six months ended June 30, 2019, respectively, and $35 and $63 for the three and six months ended June 30, 2018, respectively. Purchases from the Company’s equity method investees amounted to $41 and $85 for the three and six months ended June 30, 2019, respectively, and $31 and $68 for the three and six months ended June 30, 2018, respectively. The Company ~~recorded a $13 pre-tax impairment charge~~also received less than $1 and ~~classified~~$1 in dividends from its equity method investees for the ~~net book value~~three and six months ended June 30, 2019, respectively, and less than $1 and $28 for the three and six months ended June 30, 2018, respectively.

The following table sets forth the components of the ~~building as an asset held for sale for the year ended~~Company’s other assets at June 30, 2019 and December 31, ~~2016.~~ 2018.

The ~~Company completed~~following table sets forth 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 portioncomponents of the ~~building beginning~~Company’s accounts payable at June 30, 2019 and December 31, 2018.

(Dollars in ~~April 2017. In connection with the sale and leaseback transaction, the Company deferred a gain of $2 million.~~millions, except per share amounts)

The following table sets forth the components of the Company’s other accrued liabilities at June 30, 2019 and December 31, 2018.

	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Compensation and other employee-related costs	$	147	$	154	$	58	$	108
Employee separation costs ¹		13		31
Accrued litigation ²		13		344
Environmental remediation ²		86		71
Employee separation costs (1)						2		16
Accrued litigation (2)						32		76
Environmental remediation (2)						78		74
Income taxes		55		39		57		87
Customer rebates		70		53		51		79
Deferred revenue ³		9		76
Deferred income						8		6
Accrued interest		73		21		21		21
Miscellaneous ⁴		80		83
Operating lease liabilities (3)						74		—
Miscellaneous (4)						93		92
Total other accrued liabilities	$	546	$	872	$	474	$	559

The following table sets forth the components of the Company’s debt at June 30, 2019 and December 31, 2018.

	September 30, 2017		December 31, 2016		June 30, 2019			December 31, 2018
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		—
Tranche B-2 U.S. dollar term loan due May 2025					$	889		$	893
Tranche B-2 euro term loan due May 2025 (€346 at June 30, 2019 and €347 at December 31, 2018)						392			396
Revolving loan (1)						150			—
Senior unsecured notes:
6.625% due May 2023		1,158		1,158		908			908
7.000% due May 2025		750		750		750			750
6.125% due May 2023 (€295 at September 30, 2017 and December 31, 2016)		346		308
4.000% due May 2026 (€450 at June 30, 2019 and December 31, 2018)						511			513
5.375% due May 2027		500		—		500			500
Capital lease obligations		3		3
Finance lease liabilities						64			2
Build-to-suit lease obligation						85			55
Total debt		4,146		3,591		4,249			4,017
Less: Unamortized issue discounts		9		5		(9	)		(10	)
Less: Unamortized debt issuance costs		42		42		(32	)		(35	)
Less: Current maturities of long-term debt		14		15		(18	)		(13	)
Total long-term debt, net	$	4,081	$	3,529	$	4,190		$	3,959

The Company’s credit agreement, as amended, provides for seven-year, senior secured term loans and a five-year ~~$750~~, $800 senior secured revolving credit facility ~~(Revolving~~(“Revolving Credit ~~Facility)~~Facility”). The ~~proceeds~~Company had $150 of ~~any~~outstanding loans ~~made~~ under the Revolving Credit Facility ~~can be used for capital expenditures, acquisitions, working capital needs and other general corporate purposes.~~ at June 30, 2019, which were repaid in full in July 2019. No borrowings were outstanding under the Revolving Credit Facility at ~~September 30, 2017 or~~ December 31, ~~2016; however,~~2018. Chemours also had ~~$102~~$103 and ~~$132~~$104 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~~June 30, 2019 and December 31, 2018, respectively. At June 30, 2019, the effective interest rates 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,~~dollars, the class of term loans denominated in ~~an aggregate principal amount of $940 (Dollar Term Loan,~~euros, and ~~collectively with~~ the ~~Euro Term Loan, the New Term Loans). The New Term Loans replaced in full the prior term~~revolving 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%were 4.16%, ~~subject to a EURIBOR floor of 0.75%~~2.50%, and ~~the Dollar Term Loan bears a variable interest rate equal to LIBOR plus 2.50%~~3.91%, 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 lossrespectively. Also, at June 30, 2019, commitment fees 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~~were assessed at a rate of 0.15% per annum.

The Company has required quarterly principal payments related to ~~exceed a maximum~~its senior secured ~~net~~term loans equivalent to 1.00% per annum through December 2024, with the balance due at maturity. 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 ~~ratio of: (a)~~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 ~~each quarter through December 31, 2016; (b) 3.00 to 1.00 through June 30, 2017;~~leverage target.

The following table sets forth the Company’s contractual debt principal maturities for the next five years 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

The Company’s senior secured credit ~~agreement contains customary affirmative and negative covenants that, among other things, limit or restrict Chemours’ and its subsidiaries’ ability,~~facilities are also 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 wasa springing maturity in ~~compliance with~~the event that its ~~debt covenants at September 30, 2017.~~

~~On May 23, 2017, Chemours issued a $500 aggregate principal amount of 5.375%~~6.625% senior unsecured notes due May ~~2027 (2027 Notes). The 2027 Notes require payment of principal at~~2023 are not redeemed, repaid, modified, and/or refinanced within the 91-day period prior to their 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.date.

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.

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.

Chemours has required quarterly principal payments related to the senior secured term loans equivalent to 1.00% per annum through March 2022, with the balance due at maturity. Term loan principal maturities, as amended, over the next five years are $3 for the remainder of 2017 and approximately $14 in each year from 2018 to 2021. Debt maturities related to the New Term Loans and the Notes (collectively, the 2023 Notes, the 2025 Notes, the Euro Notes and the 2027 Notes) in 2022 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.

The ~~fair values of~~following table sets forth 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 were approximately $931, $469, $1,235, $834, $372 and $520, respectively. The estimated fair values of the ~~New Term Loans and the Notes~~Company’s senior debt issues, which 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 carrying value of the revolving loan balance outstanding under the Revolving Credit Facility approximates its fair value due to the frequency at which the interest rate resets.

The following table sets forth the components of the Company’s other liabilities at June 30, 2019 and December 31, 2018.

In addition to the matters discussed below, the Company and certain of its subsidiaries, from time to time, are subject to various lawsuits, claims, assessments, and proceedings with respect to product liability, intellectual property, personal injury, commercial, contractual, employment, governmental, environmental, anti-trust, and other such matters that arise in the ordinary course of business. In addition, 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 lawsuits.~~proceedings. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or proceedings. Except for the litigation specific to PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) and Fayetteville, North Carolina for which separate assessments are provided below, whileWhile 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’~~the Company’s consolidated financial position, results of operations, or ~~liquidity. Disputes~~cash flows. Additional 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.

The Company accrues for litigation matters when it is probable that a liability has been incurred, and the amount of the liability can be reasonably estimated. Legal costs such as outside counsel fees and expenses are recognized in the period in which the expense was incurred. Management believes the Company’s litigation liabilities are appropriate based on the facts and circumstances for each matter, which are discussed in further detail below.

The following table sets forth the components of the Company’s accrued litigation at June 30, 2019 and December 31, 2018.

The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at June 30, 2019 and December 31, 2018.

In the separation, DuPont assigned its asbestos docket to Chemours. At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, there were approximately ~~1,600 and 1,900~~1,300 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 of the U.S. Most of the actions were brought by contractors who worked at sites between ~~1950~~the 1950s 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~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, Chemours had an accrual of ~~$41~~$37 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.these matters.

In the separation, DuPont assigned its benzene docket to Chemours. ~~As of September~~At June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, there were ~~20 and 27~~19 cases pending against DuPont alleging benzene-related ~~illnesses, respectively.~~illnesses. 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~~as to ~~these matters;~~the docket as a whole; however, given that 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~~“PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) 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~~maintained accruals of ~~$15 and $349~~$22 related to the PFOA matters discussed below at ~~September~~June 30, ~~2017~~2019 and December 31, 2016, 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.

2018. These accruals ~~also include charges related~~relate to DuPont’s obligations under agreements with the U.S. Environmental Protection Agency ~~(EPA)~~(“EPA”) and voluntary commitments to the New Jersey Department of Environmental ~~Protection.~~Protection (“NJ DEP”). 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 state or 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 ~~August 2001,~~2004, DuPont settled a class action captioned Leach v. DuPont ~~was~~, filed in West Virginia state court, alleging that approximately 80,000 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~~ Among 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.terms, DuPont funded a series of health studies ~~which were completed in October 2012~~ by an independent science panel of experts ~~(C8~~(“C8 Science ~~Panel). The studies were conducted in communities exposed to PFOA~~Panel”) 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.

~~Notes to~~ Under the ~~Interim Consolidated Financial Statements (Unaudited)~~

~~In May 2013, a panel~~terms 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.settlement, DuPont is obligated to fund up to $235 for a medical monitoring program for eligible class members and ~~in addition,~~pay the administrative ~~cost~~costs 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 of Medical Monitoring ~~established~~implemented 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~~with associated payments to service providers ~~are being~~ disbursed from an escrow account which the ~~escrow account.~~Company replenishes pursuant to the settlement agreement. As of ~~September~~June 30, ~~2017, less than $1~~2019, approximately $1.7 has been disbursed from ~~the~~ escrow ~~account~~ related to medical monitoring. While it is ~~probable~~reasonably possible that the Company will incur additional 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~~and is included in the ~~accrual amounts recorded as of September~~$22 accrued for these matters at June 30, ~~2017.~~2019 and December 31, 2018.

Further, 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 subsequently filed in various federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation ~~(MDL)~~(“MDL”) in Ohio federal court.

In These were resolved in March 2017 when DuPont entered into an agreement ~~with the~~settling all 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~~were part of the plaintiffs’ counsel’s ~~claim~~claims inventory, as well as cases ~~that have been~~ tried to a jury verdict ~~(MDL Settlement). The total settlement amount is~~(“MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by DuPont. ~~DuPont’s payment was not subject~~

Notes to ~~indemnification or reimbursement by Chemours, and Chemours accrued $335 associated~~the Interim Consolidated Financial Statements (Unaudited)

Concurrently 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 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~~While 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~~Settlement, the MDL Settlement ~~does~~did not resolve PFOA ~~personal-injury~~personal injury claims of plaintiffs who did not have cases or claims in the MDL or ~~personal-injury~~personal injury claims based on diseases first diagnosed after February 11, 2017. Since the resolution of the MDL, ~~three personal-injury~~approximately 57 personal injury cases have been filed and are pending in West Virginia ~~courts.~~or Ohio courts alleging status as a Leach class member. These cases are consolidated before the MDL court with trials for individual plaintiffs scheduled in October 2019 and January 2020, and for six plaintiffs in June 2020.

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.

DuPont and Chemours have been named in other litigations brought by individuals, water districts, businesses, and a putative national medical monitoring putative class action alleging exposure to and/or contamination from perfluorinated and polyfluorinated compounds (“PFAS”), including PFOA.

DuPont and Chemours have been named in 15 matters, brought by plaintiffs other than states, involving aqueous film forming foam (“AFFF”), which is used to extinguish hydrocarbon-based (i.e., Class B) fires and subject to U.S. military specifications. Some matters have been transferred to a multidistrict litigation (“AFFF MDL”) in South Carolina federal court.

In February 2019, two commercial dairy farms near Cannon Air Force Base in New Mexico filed lawsuits in federal court in New Mexico against DuPont and Chemours, as well as against several manufacturers of AFFF. These cases allege that decades of use of AFFF for firefighting practice at the nearby Air Force base contaminated the groundwater, the aquifer, and the property with PFAS, including PFOA and “PFOS” (perfluorooctane sulfonic acid) and threatens their milk and crop production. These cases allege that DuPont and Chemours manufactured AFFF and its non-defined “constituents.” Plaintiffs seek to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the contamination, and punitive damages.

Also in February 2019, the City of Dayton, Ohio (“City”) filed an amended complaint to add DuPont and Chemours as defendants to a lawsuit filed in Ohio federal court against numerous AFFF manufacturers. The City alleges that decades of AFFF use in firefighting practice at Wright-Patterson Air Force Base in Ohio and at the City’s own firefighting practice center contaminated the drinking water supply. The City alleges that DuPont and Chemours manufactured AFFF and its non-defined “constituents.” The City seeks to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the PFAS contamination and punitive damages. The case was transferred to the AFFF MDL.

In April 2019, the Atlantic City Municipal Utilities Authority filed a complaint in New Jersey federal court against AFFF manufacturers, the Federal Aviation Administration (“FAA”), DuPont, and Chemours regarding use of AFFF at William J. Hughes Technical Center in New Jersey, an FAA-owned site. Plaintiffs allege that DuPont manufactured, marketed, sold, or otherwise promoted the use of AFFF and that Chemours is responsible for sharing DuPont liabilities. The plaintiff seeks to recover damages including clean-up costs, compensatory, and punitive damages regarding contamination of its drinking water wells.

~~Management believes~~In May 2019, two individuals formerly employed as firefighters at the Naval Air Station Joint Reserve Base in Belle Chase, Louisiana filed personal injury cases against numerous defendants who allegedly designed, marketed, developed, manufactured, distributed, trained users, produced instructional materials, sold, or otherwise handled or used AFFF. These lawsuits were filed directly into the AFFF MDL.

In May 2019, two putative class actions were filed in federal courts in Michigan and New Hampshire seeking class status for individuals who have lived or worked on the former Pease Air Force Base and Wurtsmith Air Force Base who consumed public water. The lawsuits are filed against several defendants alleged to have designed, manufactured, and sold AFFF and/or PFAS constituents of AFFF. Plaintiffs seek damages including medical monitoring.

Valero Refining (“Valero”) filed four state court lawsuits in June 2019 regarding its Tennessee, Texas, Oklahoma, and California facilities. These lawsuits allege that several defendants that designed, manufactured, marketed, and/or sold AFFF or PFAS incorporated into AFFF have caused Valero to incur damages and costs including remediation, AFFF disposal, and replacement. Valero also alleges fraudulent transfer in DuPont’s spin-off that created Chemours.

In June 2019, the County of Dutchess, New York filed a putative class action on behalf of other state water suppliers having any detectable amounts of PFOA and/or PFOS in their water supply. The matter was filed directly into the AFFF MDL against numerous defendants who allegedly designed, manufactured, marketed, and sold AFFF. Plaintiffs seek damages including treatment, extending and/or modifying systems, and testing.

In June and July 2019, the City of Sioux Falls and Sioux Falls Regional Airport filed complaints directly into the AFFF MDL against numerous defendants who allegedly manufactured, distributed, and/or sold AFFF seeking damages for contamination to land, water, and structures. The plaintiff also alleges fraudulent transfer in DuPont’s spin-off that created Chemours and seeks damages for costs including investigation, remediation, disposal monitoring, and punitive damages.

In addition to the State of New Jersey actions (as detailed below) and the State of Ohio action (as detailed above), the states of Vermont and New Hampshire have each filed two lawsuits against defendants, including DuPont and Chemours, relating to the alleged contamination of state natural resources with PFAS compounds. These lawsuits seek damages including costs to investigate, clean up, restore, treat, monitor, or otherwise respond to contamination to natural resources.

Each state has filed one lawsuit against 3M Company (“3M”), DuPont, and Chemours generally alleging widespread contamination of the state’s natural resources with PFAS and damaging the value and use of natural resources as well as injuring citizens of the states. The second lawsuit filed by each state is against alleged manufacturers of AFFF, including DuPont and Chemours. This second action generally demands that the ~~probability~~defendants pay for all costs to respond to contamination of ~~loss is reasonably possible but~~the state’s property and resources and other damages. All these lawsuits include counts for fraudulent transfer, either under state law or uniform acts, relating to DuPont’s spin-off that created Chemours.

DuPont has also been named in approximately 49 lawsuits pending in New York courts, which are not ~~estimable at this time due~~part of the Leach class, brought by individual plaintiffs alleging negligence and other claims in the release of PFAS, including PFOA, into drinking water, and seeking medical monitoring, compensatory, and punitive damages against current and former owners and suppliers of a manufacturing facility in Hoosick Falls, New York. The Company has been included as a named defendant in seven of these lawsuits. Two other lawsuits in New York have been filed by a business seeking to ~~various reasons including, among others, that the proceedings are~~recover its losses and by nearby property owners and residents in ~~early stages~~a putative class action seeking medical monitoring, compensatory and ~~there are significant factual issues to be resolved.~~punitive damages, and injunctive relief.

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,~~PFAS, including PFOA, into a river leading to the town’s water source, and seeks compensatory and punitive damages. ~~Management believes~~

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 in violation of the ~~probability~~New Jersey Spill Compensation and Control Act (“Spill 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.

In October 2018, a putative class action was filed in Ohio federal court against 3M, DuPont, Chemours, and other defendants seeking class action status for U.S. residents having a detectable level of ~~loss~~PFAS in their blood serum. The complaint seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel.”

In December 2018, the owners of a dairy farm filed a lawsuit in Maine state court against numerous defendants including DuPont and Chemours alleging that their dairy farm was contaminated by PFAS, including PFOS and PFOA present in treated municipal sewer sludge used in agricultural spreading applications on their farm. The complaint asserts negligence, trespass, and other tort and state statutory claims and seeks damages.

In January 2019, the Town of East Hampton, New York (“Town”) filed a lawsuit against DuPont, Chemours, and numerous other defendants in New York state court alleging that it has and will incur costs for assessment, remediation, and response to address PFAS contamination, including PFOA and PFOS in drinking water and the environment. As to DuPont and Chemours, the Town alleges that PFOA and/or PFOS washed from clothing or cleaning supplies to cesspools and then subsurface water. In addition to cost recovery, the Town seeks natural resource damages, compensatory and punitive damages, and injunctive relief. Other defendants, identified as manufacturers of AFFF, transferred the case to the AFFF MDL.

In February 2019, the Ridgewood City Water Department (“Ridgewood Water”), a public water supplier in Bergen County, New Jersey filed a lawsuit in New Jersey state court against DuPont, Chemours, and numerous other defendants. As to DuPont and Chemours, Ridgewood Water alleges that “PTFE” (polytetrafluoroethylene fluoropolymers) is ~~remote.~~one of the sources of alleged PFAS contamination, including PFOA and PFOS. Ridgewood Water seeks declaratory relief requiring defendants to pay for assessment, remediation, and response costs, as well as compensatory and punitive damages.

In May 2019, a putative class action was filed in Delaware state court against two electroplating companies alleging that they are responsible for PFAS contamination, including PFOA and PFOS, in drinking water and the environment in the nearby community. The suit also names 3M, DuPont and Chemours, asserting they sold PFAS containing materials to the electroplating companies. The putative class of residents alleges negligence, nuisance, trespass and other claims and seeks medical monitoring, personal injury and property damages, and punitive damages.

In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other defendants. The Directives are: (i) a state-wide PFAS Directive issued to DuPont, DowDuPont, DuPont Specialty Products USA (“DuPont SP USA”), Solvay S.A., 3M and Chemours seeking a meeting to discuss future costs for PFAS related costs incurred by the NJ DEP and establishing a funding source for such costs by the Directive recipients, and information relating to historic and current use of certain PFAS compounds; and, (ii) a Pompton Lakes Natural Resources Damages (“NRD”) Directive to DuPont and Chemours demanding $0.1 to cover the cost of preparation of a natural resource damage assessment plan and access to related documents.

The lawsuits filed in New Jersey state courts by the NJ DEP are: (i) in Salem County, against DuPont, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, the Water Pollution Control Act (“WPCA”), the Industrial Site Recovery Act (“ISRA”), and common law regarding past and present operations at Chambers Works, a site assigned to Chemours at separation; (ii) in Middlesex County, against DuPont, DuPont SP USA, 3M, and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, ISRA, WPCA, and common law regarding past and present operations at Parlin, a DuPont owned site; (iii) in Gloucester County, against DuPont and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Repauno, a non-operating remediation site assigned to Chemours at separation which has been sold; and (iv) in Passaic County, against DuPont and Chemours primarily alleging clean-up and removal costs and damages and natural resource damages under the Spill Act, WPCA, and common law regarding past operations at Pompton Lakes, a non-operating remediation site assigned to Chemours at separation. The alleged pollutants listed in the Salem County and Middlesex County matters above include PFAS. The lawsuits were amended to add counts of fraudulent transfer in connection with DuPont’s spin-off that created Chemours.

DuPont requested that Chemours defend and indemnify it in these matters. Chemours has accepted the defense while reserving rights and declining DuPont’s demand as to matters under ISRA, fraudulent transfer or involving other DuPont entities.

Chemours accrued $335 associated with the MDL Settlement at December 31, 2016, of which all $335 has been paid through September 30, 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 that it is reasonably possible that the Company could incur losses related to ~~other~~ PFOA and/or PFAS 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 their early stages and have significant factual issues to be resolved.

There are 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~~Several 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,~~(“CERCLA,” often referred to as ~~Superfund)~~“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 their early stages and have significant factual issues to be resolved.

GenX and ~~noted in public statements by~~Other Perfluorinated and Polyfluorinated Compounds

At its Fayetteville, North Carolina facility, the Company ~~governmental agencies~~continues to capture and ~~local community members have made inquiries and engaged in discussions with the Company with respect to the discharge~~separately dispose of process waste water containing the polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid, ~~(sometimes~~” sometimes referred to as ~~GenX~~“GenX” or ~~C3 Dimer)~~“C3 Dimer Acid”) and other perfluorinated and polyfluorinated ~~compounds from the Company’s facility in Fayetteville, North Carolina into~~compounds. The Company believes that discharges to the Cape Fear River, site surface water, groundwater, and ~~air. The Company believes that such discharges~~air emissions have not impacted the safety of drinking water in North ~~Carolina. Nevertheless, to address community concerns, the Company has voluntarily commenced capturing~~Carolina and ~~separately disposing certain process wastewater from the Fayetteville facility. The Company~~ 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.~~entities. Government inquiries include an investigation regarding PFAS chemicals (including GenX) initiated in July 2019 by the U.S. House of Representatives Committee on Oversight and Reform, Subcommittee on the Environment and an ongoing investigation into releases from the Fayetteville site being conducted by the U.S. Attorney’s Office for the Eastern District of North Carolina and the Environment and Natural Resources Division of the U.S. Department of Justice.

In September 5, 2017, the North Carolina Department of Environmental Quality ~~(NC DEQ)~~(“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~~Consent Order was entered partially resolving the State’s action in return for the Company’s agreement to continue and supplement the voluntary ~~wastewater-disposal~~waste water disposal measures it had previously commenced and to provide certain information. ~~On October 24,~~In November 2017, the 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 waste water discharge permit for the Fayetteville facility. The Company ~~is continuing~~thereafter commenced the capture and separate disposal of all process waste water from the Fayetteville facility related to ~~cooperate~~the Company’s own operations. In addition, in June 2018, the North Carolina Legislature enacted legislation (i) granting the governor the authority, in certain circumstances, to require a facility with unauthorized PFAS discharges to cease operations, and ~~discuss these~~(ii) granting the governor the authority, in certain circumstances, to direct the NC DEQ secretary to order a PFAS discharger to establish permanent replacement water supplies for parties whose water was contaminated by the discharge.

On July 13, 2018, Cape Fear River Watch (“CFRW”), a non-profit organization, sued the NC DEQ in North Carolina state court, seeking to require the NC DEQ to take additional actions as to the Fayetteville facility. On August 29, 2018, CFRW sued the Company in North Carolina federal court for alleged violations of the Clean Water Act (“CWA”) and the Toxic Substances Control Act (“TSCA”), seeking declaratory and injunctive relief and penalties.

On February 25, 2019, the North Carolina Superior Court for Bladen County approved a Consent Order between NC DEQ and the Company resolving the State’s and CFRW’s lawsuits and other matters (including issues regarding the legislation referenced above and Notices of Violation (“NOVs”) issued by the State) and litigation brought by CFRW. Under its terms, Chemours paid $13 in March 2019 to cover a civil penalty and investigative costs and continues to take additional actions to address site surface water, groundwater, and air emissions, including installing technology to abate future emissions by specified dates and meeting specified emissions reductions (with stipulated penalties for failures to do so). In connection with the ~~State~~approved Consent Order, the Company accrued an additional $7 during the second quarter of 2019 and ~~NC DEQ.~~

Ahad total accrued liabilities of $87 for this matter at June 30, 2019, of which, $56 is treated as accrued litigation costs. The Company’s estimated liability is based on management’s assessment of the current facts and circumstances for this matter, which are subject to various assumptions that include, but are not limited to, the number of affected properties, the type of water treatment system required, the cost of proposed water treatment systems and any related operation, maintenance, and monitoring (“OM&M”) requirements, assessed fines and penalties, and other charges contemplated by the Consent Order.

In February 2019, the Company received an NOV from the EPA alleging certain TSCA violations at its Fayetteville site. Matters raised in the NOV could have the potential to affect operations at the Fayetteville site. The Company responded to the EPA in March 2019 asserting that the Company has not violated environmental laws. At this time, management does not believe that a loss is probable related to the matters in this NOV.

It is also possible that issues relating to site discharges could result in further litigation or regulatory demands with regard to the Fayetteville facility, including potential permit modifications. If such issues arise, if the Consent Order is modified, or as implementation of the obligations under the Consent Order proceed, an additional loss is reasonably possible but not estimable at this time.

The Company has responded to grand jury subpoenas, produced witnesses before a grand jury and for interviews with government investigators and attorneys, and met with the U.S. Attorney’s Office for the Eastern District of North Carolina and the Environment and Natural Resources Division of the U.S. Department of Justice regarding their investigation into a potential violation of the CWA. Although the Company is not able at this point to predict the outcome of that investigation, it is reasonably possible that it could result in a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies.

Civil actions have been filed against ~~the Company~~DuPont and ~~DuPont~~Chemours 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~~public water suppliers 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~~Ruling on the ~~discharges did not impact~~Company’s motions in April 2019, the ~~safety~~court dismissed the medical monitoring, injunctive demand, and many other alleged causes of ~~drinking water or cause any damages or injury.~~actions in these lawsuits.

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

In March 2018, a civil association in Mexico filed a complaint against the government authorities involved in the permitting process of the Company’s new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The claimant sought and obtained a suspension from the district judge to stop the Company’s construction work while the claim is studied and reviewed. Chemours, as the third-party affected, has filed an appeal. The Company has declared force majeure with its vendors while plant construction is idled. Chemours’ project permits fully comply with the laws and regulations at the federal, state, and municipal levels, and the Company is working with local and federal authorities, along with community leaders, to address the complaint.

Management determined that these delays represented a trigger event, which required approximately $140 long-lived assets under construction at the facility and approximately $50 of the Company’s Mining Solutions reporting unit’s goodwill to be tested for impairment at June 30, 2019. No impairments were noted as a result of these tests. If the Company is unable to resume construction on the facility, a significant portion of the associated long-lived assets could be impaired, and the Company may owe additional payments to certain vendors as a result of terminating contractual agreements.

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.

Chemours accrues for remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. Estimated liabilities are determined based on existing remediation laws and technologies. Inherent uncertainties exist in such evaluations, primarily due to unknown environmental conditions, changing governmental regulations regarding liability, and emerging remediation technologies. These accruals are adjusted periodically as remediation efforts progress and as additional technological, regulatory, and legal information becomes available. Environmental liabilities and expenditures include claims for matters that are liabilities of DuPont and its subsidiaries, which Chemours may be required to indemnify pursuant to the separation-related agreements executed prior to the Company’s separation from DuPont. These accrued liabilities are undiscounted and do not include claims against third-parties. Costs related to environmental remediation are charged to expense in the period incurred.

The following table sets forth the components of the Company’s environmental remediation liabilities at June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, and illustrates the five sites that are deemed the most significant by management.

The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance sheet locations at June 30, 2019 and December 31, 2018.

At June 30, 2019 and December 31, 2018, the consolidated balance sheets included ~~a liability~~liabilities relating to these matters of ~~$268~~$244 and ~~$278,~~$226, respectively, which, in management’s opinion, isare 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 maintenance and monitoring (OM&M)~~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~~costs. While the Company currently estimates that, in ~~circumstances, although deemed remote,~~view of that uncertainty, the potential liability may range up to approximately ~~$510~~$480 above the amount accrued at ~~September~~June 30, ~~2017.~~2019, the amounts could be substantially higher than this range under adverse changes in circumstances.

Chemours incurred environmental remediation expenses of ~~$36~~$17 and ~~$16,~~$32 for the three and six months ended June 30, 2019, respectively, and $13 and $24 for the three and six months ended June 30, 2018, respectively.

On August 1, 2018, 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 $750, plus any associated fees or costs in connection with the Company’s share repurchase activity (“2018 Share Repurchase Program”). On February 13, 2019, the Company’s board of directors increased the authorization amount of the 2018 Share Repurchase Program from $750 to $1,000. Under the 2018 Share Repurchase Program, shares of Chemours’ common stock can be purchased on ~~existing facts~~the open market from time to time, subject to management’s discretion, as well as general business and ~~circumstances, management does not believe that any loss, in excess~~market conditions. The Company’s 2018 Share Repurchase Program became effective on August 1, 2018 and will continue through the earlier of ~~amounts accrued, related~~its expiration on December 31, 2020, or the completion of repurchases up to ~~remediation activities~~the approved amount. The program may be suspended or discontinued at any ~~individual site will have a material impact on~~time. All common shares purchased under the ~~Company’s financial position, results of operations or cash flows in any given year,~~2018 Share Repurchase Program are expected to be held as ~~such obligation can be satisfied or settled over many years.~~treasury stock and accounted for using the cost method.

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.

~~At September~~Under the 2018 Share Repurchase Program, the Company purchased an additional 1,617,140 shares of Chemours’ issued and outstanding common stock during the second quarter of 2019, which amounted to $61 at an average share price of $37.93 per share. As of June 30, ~~2017, there were 26 foreign currency forward contracts~~2019, the Company has purchased a cumulative 15,245,999 shares of Chemours’ issued and outstanding ~~with~~common stock under the 2018 Share Repurchase Program, which amounted to $572 at an average share price of $37.52 per share. The aggregate ~~gross notional value~~amount of ~~$619. Chemours recognized in other income, net of~~Chemours’ common stock that remained available for purchase under the ~~consolidated statements of operations, a net loss of $1~~2018 Share Repurchase Program at June 30, 2019 was $428.

The Company’s total stock-based compensation expense was $6 and ~~a net gain of $6~~$14 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and ~~net losses of $2~~$6 and $15 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018, respectively.

During the six months ended June 30, 2019, 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~~granted approximately 840,000 non-qualified stock options to certain of its ~~international subsidiaries that use~~employees, which will vest over a three-year period and expire 10 years from the ~~Euro as their functional currency in order to reduce the volatility in stockholders’ equity caused by the changes in foreign currency exchange rates~~date of ~~the Euro with respect to the U.S. Dollar. Chemours uses the spot method to measure the effectiveness of its net investment hedge. For each reporting period, the change in the carrying~~grant. The fair value of the ~~Euro Notes and the Euro Term Loan due to remeasurement of the effective portion~~Company’s stock options are ~~reported in accumulated other comprehensive loss~~based 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 or 2016. The Company recognized pre-tax losses of $26 and $76 on its net investment hedges for the three and nine months ended September 30, 2017, respectively. The Company recognized pre-tax losses of $6 and $9 on its net investment hedges for the three and nine months ended September 30, 2016, respectively.Black-Scholes valuation model.

~~The table below presents the fair value of Chemours’ derivative assets and liabilities within the fair value hierarchy:~~

The ~~Company’s foreign currency forward contracts are classified as Level 2 financial instruments within~~following table sets forth 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~~assumptions used to ~~calculate~~determine the fair value of the ~~various financial instruments~~Company’s stock option awards that were granted during the six months ended June 30, 2019.

The Company recorded $2 and $6 in stock-based compensation expense specific to its stock options for the three and six months ended June 30, 2019, respectively, and $1 and $6 in stock-based compensation expense specific to its stock options for the three and six months ended June 30, 2018, respectively. At June 30, 2019, approximately 6,220,000 stock options remained outstanding.

During the six months ended June 30, 2019, Chemours granted approximately 180,000 restricted stock units (“RSUs”) to certain of its employees, which will vest over a three-year period and, upon vesting, convert one-for-one to Chemours’ common stock. The fair value of the RSUs is based on ~~significant observable~~the market ~~inputs, such as foreign exchange rates~~price of the underlying common stock at the grant date.

The Company recorded $2 and ~~implied volatilities obtained from~~$4 in stock-based compensation expense specific to its RSUs for the three and six months ended June 30, 2019, respectively, and $3 and $5 in stock-based compensation expense specific to its RSUs for the three and six months ended June 30, 2018, respectively. At June 30, 2019, approximately 230,000 RSUs remained non-vested.

During the six months ended June 30, 2019, Chemours granted approximately 240,000 performance share units (“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 250% of the target amount depending on the Company’s performance against stated performance goals.

During the six months ended June 30, 2019, approximately 1,520,000 PSUs granted in 2016 to the Company’s key senior management employees vested, based on the attainment of certain performance and market-based conditions. Of the 1,520,000 PSUs that vested during the six months ended June 30, 2019, approximately 680,000 non-issued shares were cancelled to cover the employee portion of income taxes related to this award.

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 ~~market sources. Market inputs are obtained from well-established and recognized vendors~~outcomes of market ~~data~~conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based conditions are satisfied.

The Company recorded $2 and ~~subjected~~$4 in stock-based compensation expense specific to ~~tolerance/quality checks.~~its PSUs for the three and six months ended June 30, 2019, respectively, and $2 and $4 in stock-based compensation expense specific to its PSUs for the three and six months ended June 30, 2018. At June 30, 2019, approximately 540,000 PSUs at 100% of the target amount remained non-vested.

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 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 two purchase periods in March and September within those offering periods. The initial offering period under the ESPP began on October 2, 2017. Participating employees 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. During the six months ended June 30, 2019 and 2018, the Company executed open market transactions to purchase the Company’s common stock on behalf of its ESPP participants, which amounted to approximately 25,000 shares at $1 and 12,000 shares at less than $1, respectively. Additionally, in the second quarter of 2018, the Company issued approximately 12,000 shares out of its treasury stock to ESPP participants, which amounted to less than $1.

In the ordinary course of business, Chemours enters into contractual arrangements (i.e., derivatives) to reduce its exposure to foreign currency risks. The ~~net periodic pension income~~Company has established a derivative program to be utilized for financial risk management, which currently includes three distinct risk management strategies: (i) foreign currency forward contracts, which are used to minimize the volatility in the Company’s earnings related to foreign exchange gains and losses resulting from remeasuring its monetary assets and liabilities that are denominated in non-functional currencies; (ii) foreign currency forward contracts, which are also used to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of the Company’s international subsidiaries that use the euro as their functional currency; and, (iii) euro-denominated debt, which is used to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates of the euro with respect to the U.S. dollar for certain of its international subsidiaries that use the euro as their functional currency. The Company’s derivative program reflects varying levels of exposure coverage and time horizons based on ~~estimated values~~an assessment of risk. The derivative program operates within Chemours’ financial risk management policies and guidelines, and the Company does not enter into derivative financial instruments for trading or speculative purposes.

Net Monetary Assets and Liabilities Hedge – Foreign Currency Forward Contracts

At June 30, 2019, the Company had 14 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $425, and an ~~extensive use~~average maturity of ~~assumptions about~~one month. At December 31, 2018, the ~~discount rate, expected return~~Company had 20 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of $503, and an average maturity of one month. Chemours recognized a net gain of $1 and a net loss of $1 for the three and six months ended June 30, 2019, respectively, and net losses of $8 and $5 for the three and six months ended June 30, 2018, respectively, on ~~plan assets and the rate of future compensation increases received by the Company's employees.~~its foreign currency forward contracts in other income, net.

At June 30, 2019, the Company had 123 foreign currency contracts outstanding under Chemours’ cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~net periodic pension income for all significant pension plans were as follows:~~

$137, and an average maturity of four months. At December 31, 2018, the Company had 75 foreign currency contracts outstanding under Chemours’ cash flow hedge program with an aggregate notional U.S. dollar equivalent of $143, and an average maturity of four months. The Company ~~made~~recognized a pre-tax gain of $2 for the six months ended June 30, 2019, and pre-tax gains of $7 for the three and six months ended June 30, 2018 on its cash ~~contributions~~flow hedge within accumulated other comprehensive loss. For the three and six months ended June 30, 2019, $3 and $6 of ~~$4 and $14~~gain was reclassified to ~~its pension plans~~the cost of goods sold from accumulated other comprehensive loss. No amounts were reclassified to the cost of goods sold from accumulated other comprehensive loss during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 and~~2018.

The Company expects to ~~make additional cash contributions~~reclassify an approximate $3 of ~~$11 to its pension plans during the fourth quarter of 2017. Of these remaining contributions, $10 relates~~net gain from accumulated other comprehensive loss to the ~~settlement~~cost of goods sold over the ~~U.S. Pension Restoration Plan (U.S. PRP), which was~~next 12 months, based on current foreign currency exchange rates.

The Company recognized 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~~pre-tax loss of ~~separation, at which point the plan ceased accepting new participants. In October 2017, the Company made~~$7 and a ~~cash payment~~pre-tax gain 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 and $21~~$3 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and $6pre-tax gains of $48 and ~~$17~~$13 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively. The income tax provision~~2018, respectively, on its net investment hedges within accumulated other comprehensive loss. No amounts were reclassified from accumulated other comprehensive loss for the Company’s net investment hedges during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 is inclusive~~2019 and 2018.

Fair Value 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.~~Derivative Instruments

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 offollowing table sets forth the Company of different forms of awards, including stock options, 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~~fair value 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~~derivative assets and liabilities at June 30, 2019 and 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.2018.

The ~~Chemours Compensation Committee determines~~Company’s foreign currency forward contracts are classified as Level 2 financial instruments within the ~~long-term incentive mix, including stock options, RSUs~~fair value hierarchy as the valuation inputs are based on the quoted prices and ~~PSUs,~~market observable data of similar instruments. For derivative assets and ~~may authorize new grants annually.~~liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data, and are subjected to tolerance and/or quality checks.

The following table sets forth the pre-tax changes in fair value of the Company’s derivative assets and liabilities for the three and six months ended June 30, 2019 and 2018.

Chemours ~~granted non-qualified options to~~sponsors defined benefit pension plans for certain of its employees ~~which will serially vest over a three-year period and expire 10 years from~~in various jurisdictions outside of the ~~date of grant.~~U.S. The ~~expense related to stock options granted in the nine months ended September 30, 2017 was~~Company’s net periodic pension (cost) income is based on ~~the weighted-average assumptions shown in the table below:~~

The Company determined the dividend yield by dividing the expected annual dividend on the Company's stock by the option exercise price. A historical daily measurement of volatility is determined based on the average volatility of peer companies adjusted 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 periodestimated values and the ~~contractual life~~use of assumptions about the ~~award.~~

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

~~The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the Company's closing stock price~~discount rate, expected return on ~~the last trading day at the end of the quarter~~plan assets, and the ~~exercise price, multiplied by the number~~rate of ~~in-the-money options) that would have been~~future compensation increases 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 nine months ended September 30, 2017 was $42. The total intrinsic value of options exercised for the nine months ended September 30, 2016 was insignificant.its employees.

~~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.~~

Chemours granted RSUs to key management employees that generally vest over a three-year period and, upon vesting, convert one-for-one to Chemours’ common stock. The fair value of all stock-settled 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 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 stock-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted-average period of 0.78 years.~~

Chemours issued 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 onThe following table sets forth the Company’s ~~performance against stated performance goals. The Company recorded stock-based compensation related to PSUs as a component of selling, general~~net periodic pension (cost) income and ~~administrative expense of approximately $2 and $5~~amounts recognized in other comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 and 2018.

The Company made cash contributions of $6 and $13 to its defined benefit pension plans during the three and six months ended June 30, 2019, respectively, and ~~less than $1~~$4 and $1$8 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively.~~

~~The following table provides compensation costs for stock-based compensation related~~2018, respectively, and expects to ~~PSUs at 100%~~make additional cash contributions 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 for PSUs granted$8 to its defined benefit pension plans during the ~~three and nine months ended September 30, 2017 was $55.02 and $40.30, respectively. The fair value~~remainder 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 estimate 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.2019.

~~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 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 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.

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:~~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~~stock-based compensation expenses, and foreign exchange gains and losses arising from the remeasurement of balances in currencies other than the functional currency of the Company’s legal entities are reflected in Corporate and Other.

Segment net 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)~~(“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 for the three and six months ended June 30, 2019 and 2018.

Three Months Ended September 30,	Titanium Technologies		Fluoroproducts		Chemical Solutions		Corporate and Other			Total
2017
Three Months Ended June 30,												Fluoroproducts		Chemical Solutions		Titanium Technologies		Segment Total
2019
Net sales to external customers	$	799	$	637	$	148	$	—		$	1,584	$	711	$	130	$	567	$	1,408
Adjusted EBITDA		249		158		18		(44	)		381		180		16		127		323
Depreciation and amortization		24		28		4		6			62		34		5		30		69

2016
2018
Net sales to external customers	$	625	$	591	$	182	$	—		$	1,398	$	801	$	153	$	862	$	1,816
Adjusted EBITDA		144		143		9		(28	)		268		230		16		295		541
Depreciation and amortization		32		26		6		9			73		30		5		30		65

Nine Months Ended September 30,	Titanium Technologies		Fluoroproducts		Chemical Solutions		Corporate and Other			Total
2017
Six Months Ended June 30,												Fluoroproducts		Chemical Solutions		Titanium Technologies		Segment Total
2019
Net sales to external customers	$	2,173	$	1,998	$	437	$	—		$	4,608	$	1,398	$	264	$	1,122	$	2,784
Adjusted EBITDA		601		510		37		(120	)		1,028		339		31		253		623
Depreciation and amortization		89		81		13		21			204		66		13		60		139

2016
2018
Net sales to external customers	$	1,742	$	1,695	$	641	$	—		$	4,078	$	1,532	$	297	$	1,717	$	3,546
Adjusted EBITDA		309		333		30		(89	)		583		437		26		589		1,052
Depreciation and amortization		87		75		24		26			212		59		9		60		128

Corporate and Other depreciation and amortization expense amounted to $9 and $18 for the three and six months ended June 30, 2019, respectively, and $7 and $14 for the three and six months ended June 30, 2018, respectively.

The following istable sets forth a ~~tabular~~ reconciliation of segment Adjusted EBITDA to the Company’s consolidated net income before income taxes ~~to Adjusted EBITDA:~~for the three and six months ended June 30, 2019 and 2018.

On July 12, 2019, the Company, through a wholly-owned special purpose entity (“SPE”), executed an agreement with a bank for an accounts receivable securitization facility (“Securitization Facility”) for the purpose of enhancing the Company’s liquidity. Under the Securitization Facility, certain of the Company’s subsidiaries will sell their accounts receivable to the SPE. In turn, the SPE may transfer undivided ownership interests in such receivables to the bank in exchange for cash. The Securitization Facility permits the SPE to borrow up to a total of $125, with an option to increase to $200. The bank has a first priority security interest in all receivables held by the SPE and, as a result, these receivables will not be available to the creditors of the Company or its other subsidiaries.

Because the SPE maintains effective control over the accounts receivable, transfers of the ownership interests to the bank do not meet the criteria to account for the transfers as sales. As a result, the Company will account for transfers under the Securitization Facility as collateralized borrowings. Cash received from the bank will become a short-term obligation of the Company, which will be fully-collateralized by all receivables held by the SPE. The Securitization Facility is subject to interest charges against both the amount of outstanding borrowings and the amount of available but undrawn commitments. The Securitization Facility bears a variable interest rate on outstanding borrowings and a fixed commitment fee on the average daily unused amount of the Securitization Facility. On July 12, 2019, the Company borrowed $125 pursuant to the Securitization Facility, which was used to pay down the Company’s outstanding revolving loan balance. The $125 in borrowings under the Company’s Securitization Facility will be classified in its consolidated balance sheets as a component of its current liabilities due to the short-term nature of the obligation.

On August 1, 2019, the Company, through a wholly-owned subsidiary, acquired all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida, for an estimated total consideration of approximately $25. SIM mines and processes titanium and zirconium mineral sands, and this acquisition expands Chemours’ flexibility and scalability to internally source ore in the Company’s Titanium Technologies segment. The Company will account for the acquisition of SIM as a business combination, and as such, all assets acquired and liabilities assumed will be recorded at their estimated fair values and any excess of the consideration transferred over the fair value of the net assets acquired will be recognized as goodwill within the Titanium Technologies segment.

The following guarantor condensed consolidating financial information is included in accordance with Rule 3-10 of Regulation S-X ~~(Rule 3-10)~~(“Rule 3-10”) in connection with the ~~issuance~~subsidiary guarantees of the ~~Notes~~“Notes” (collectively, the 6.625% senior unsecured notes due May 2023, the 7.000% senior unsecured notes due May 2025, the 4.000% senior unsecured notes due May 2026, which are denominated in euros, and the 5.375% senior unsecured notes due May 2027), in each case, issued by The Chemours Company ~~(Parent Issuer)~~(“Parent Issuer”). ~~The~~As of the dates indicated, each series of the Notes ~~are~~was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured ~~unsubordinated~~ basis, ~~in each case,~~ subject to certain exceptions, by the same group of subsidiaries of the Parent Issuer ~~and by certain subsidiaries~~ (together, ~~Guarantor Subsidiaries)~~“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)~~“Non-Guarantor Subsidiaries”). ~~The~~Pursuant to the indentures governing the Notes, the Guarantor Subsidiaries ~~may~~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 following guarantor condensed consolidating financial information is presented using the equity method of accounting for the Company’s investments in ~~100% owned~~its wholly-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 may not necessarily be indicative of the financial positions, results of operations, or cash flows of the Company’s subsidiaries had they operated as independent entities, and should be read in conjunction with the interim consolidated financial statements ~~presented~~ and ~~other~~the related notes ~~related thereto contained in this Quarterly Report on Form 10-Q.~~thereto.

	Three Months Ended September 30, 2017														Three Months Ended June 30, 2019
	Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated			Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	960	$	1,053		$	(429	)	$	1,584		$	—		$	857		$	910		$	(359	)	$	1,408
Cost of goods sold		—			773		753			(409	)		1,117			—			736			706			(357	)		1,085
Gross profit		—			187		300			(20	)		467			—			121			204			(2	)		323
Selling, general and administrative expense		7			105		43			(7	)		148
Selling, general, and administrative expense																7			100			35			(6	)		136
Research and development expense		—			19		1			—			20			—			17			2			—			19
Restructuring and asset-related charges, net		—			8		—			—			8
Total expenses		7			132		44			(7	)		176
Restructuring, asset-related, and other charges																—			7			—			—			7
Total other operating expenses																7			124			37			(6	)		162
Equity in earnings of affiliates		—			—		9			—			9			—			—			8			—			8
Equity in earnings of subsidiaries		233			—		—			(233	)		—			132			—			—			(132	)		—
Interest (expense) income, net		(57	)		2		—			—			(55	)		(54	)		1			1			—			(52	)
Intercompany interest income (expense), net		16			—		(16	)		—			—			8			4			(12	)		—			—
Other income (expense), net		6			22		(17	)		(6	)		5			6			32			(16	)		(6	)		16
Income before income taxes		191			79		232			(252	)		250			85			34			148			(134	)		133
(Benefit from) provision for income taxes		(16	)		18		42			(1	)		43			(11	)		14			34			—			37
Net income		207			61		190			(251	)		207			96			20			114			(134	)		96
Less: Net income attributable to non-controlling interests		—			—		—			—			—
Net income attributable to Chemours	$	207		$	61	$	190		$	(251	)	$	207		$	96		$	20		$	114		$	(134	)	$	96
Comprehensive income attributable to Chemours	$	228		$	63	$	225		$	(288	)	$	228		$	108		$	20		$	131		$	(151	)	$	108

															Six Months Ended June 30, 2019
															Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales															$	—		$	1,734		$	1,808		$	(758	)	$	2,784
Cost of goods sold																—			1,477			1,443			(755	)		2,165
Gross profit																—			257			365			(3	)		619
Selling, general, and administrative expense																15			218			74			(15	)		292
Research and development expense																—			38			3			—			41
Restructuring, asset-related, and other charges																—			15			—			—			15
Total other operating expenses																15			271			77			(15	)		348
Equity in earnings of affiliates																—			—			16			—			16
Equity in earnings (loss) of subsidiaries																259			(2	)		—			(257	)		—
Interest (expense) income, net																(107	)		1			3			—			(103	)
Intercompany interest income (expense), net																17			9			(26	)		—			—
Other income (expense), net																13			68			(11	)		(15	)		55
Income before income taxes																167			62			270			(260	)		239
(Benefit from) provision for income taxes																(22	)		13			59			—			50
Net income																189			49			211			(260	)		189
Net income attributable to Chemours															$	189		$	49		$	211		$	(260	)	$	189
Comprehensive income attributable to Chemours															$	222		$	49		$	242		$	(291	)	$	222

	Nine Months Ended September 30, 2017														Three Months Ended June 30, 2018
	Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated			Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	2,904	$	2,941		$	(1,237	)	$	4,608		$	—		$	1,067	$	1,215		$	(466	)	$	1,816
Cost of goods sold		—			2,358		2,210			(1,227	)		3,341			—			838		885			(464	)		1,259
Gross profit		—			546		731			(10	)		1,267			—			229		330			(2	)		557
Selling, general and administrative expense		26			339		101			(22	)		444
Selling, general, and administrative expense																14			115		38			(6	)		161
Research and development expense		—			57		4			—			61			—			18		2			—			20
Restructuring and asset-related charges, net		—			28		3			—			31
Total expenses		26			424		108			(22	)		536
Restructuring, asset-related, and other charges																—			10		—			—			10
Total other operating expenses																14			143		40			(6	)		191
Equity in earnings of affiliates		—			—		26			—			26			—			—		10			—			10
Equity in earnings of subsidiaries		594			—		—			(594	)		—			346			3		—			(349	)		—
Interest (expense) income, net		(164	)		1		2			—			(161	)		(51	)		—		3			—			(48	)
Intercompany interest income (expense), net		48			—		(48	)		—			—			8			3		(11	)		—			—
Loss on extinguishment of debt																(38	)		—		—			—			(38	)
Other income, net																9			20		9			(5	)		33
Income before income taxes																260			112		301			(350	)		323
(Benefit from) provision for income taxes																(21	)		11		50			1			41
Net income																281			101		251			(351	)		282
Less: Net income attributable to non-controlling interests																—			—		1			—			1
Net income attributable to Chemours															$	281		$	101	$	250		$	(351	)	$	281
Comprehensive income attributable to Chemours															$	179		$	101	$	111		$	(212	)	$	179

															Six Months Ended June 30, 2018
															Parent Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales															$	—		$	2,084	$	2,389		$	(927	)	$	3,546
Cost of goods sold																—			1,634		1,756			(938	)		2,452
Gross profit																—			450		633			11			1,094
Selling, general, and administrative expense																24			218		78			(16	)		304
Research and development expense																—			37		3			—			40
Restructuring, asset-related, and other charges																—			19		1			—			20
Total other operating expenses																24			274		82			(16	)		364
Equity in earnings of affiliates																—			—		22			—			22
Equity in earnings of subsidiaries																677			3		—			(680	)		—
Interest (expense) income, net																(108	)		2		6			—			(100	)
Intercompany interest income (expense), net																21			4		(25	)		—			—
Loss on extinguishment of debt																(38	)		—		—			—			(38	)
Other income (expense), net		19			93		(37	)		(22	)		53			18			93		(7	)		(14	)		90
Income before income taxes		471			216		566			(604	)		649			546			278		547			(667	)		704
(Benefit from) provision for income taxes		(47	)		40		136			1			130			(32	)		61		96			—			125
Net income		518			176		430			(605	)		519			578			217		451			(667	)		579
Less: Net income attributable to non-controlling interests		—			—		1			—			1			—			—		1			—			1
Net income attributable to Chemours	$	518		$	176	$	429		$	(605	)	$	518		$	578		$	217	$	450		$	(667	)	$	578
Comprehensive income attributable to Chemours	$	675		$	178	$	640		$	(818	)	$	675		$	551		$	217	$	412		$	(629	)	$	551

	September 30, 2017														June 30, 2019
	Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated			Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	504		$	1,031		$	—		$	1,535		$	—	$	124		$	506		$	—		$	630
Accounts and notes receivable - trade, net		—		316			626			—			942
Intercompany receivable		19		684			196			(899	)		—
Accounts and notes receivable, net																—		317			562			—			879
Intercompany receivables																2		897			416			(1,315	)		—
Inventories		—		348			592			(63	)		877			—		650			688			(88	)		1,250
Prepaid expenses and other		—		59			20			—			79			—		45			23			5			73
Deferred income taxes		—		—			—			—			—
Total current assets		19		1,911			2,465			(962	)		3,433			2		2,033			2,195			(1,398	)		2,832
Property, plant and equipment		—		6,346			2,066			—			8,412
Property, plant, and equipment																—		7,042			2,217			—			9,259
Less: Accumulated depreciation		—		(4,410	)		(1,052	)		—			(5,462	)		—		(4,639	)		(1,129	)		—			(5,768	)
Property, plant and equipment, net		—		1,936			1,014			—			2,950
Property, plant, and equipment, net																—		2,403			1,088			—			3,491
Operating lease right-of-use assets																—		298			24			—			322
Goodwill and other intangible assets, net		—		153			14			—			167			—		164			14			—			178
Investments in affiliates		—		—			166			—			166			—		—			177			—			177
Investment in subsidiaries		4,114		—			—			(4,114	)		—
Investments in subsidiaries																4,671		—			—			(4,671	)		—
Intercompany notes receivable		1,150		—			—			(1,150	)		—			1,150		—			—			(1,150	)		—
Other assets		35		101			292			(24	)		404			15		154			284			(20	)		433
Total assets	$	5,318	$	4,101		$	3,951		$	(6,250	)	$	7,120		$	5,838	$	5,052		$	3,782		$	(7,239	)	$	7,433
Liabilities and equity
Liabilities
Current liabilities:
Accounts payable	$	—	$	589		$	421		$	—		$	1,010		$	—	$	579		$	377		$	—		$	956
Current maturities of long-term debt		14		—			—			—			14			13		—			5			—			18
Intercompany payable		354		196			349			(899	)		—
Intercompany payables																927		123			265			(1,315	)		—
Other accrued liabilities		72		310			164			—			546			21		309			145			(1	)		474
Total current liabilities		440		1,095			934			(899	)		1,570			961		1,011			792			(1,316	)		1,448
Long-term debt, net		4,078		3			—			—			4,081			4,047		86			57			—			4,190
Operating lease liabilities																—		250			15			—			265
Intercompany notes payable		—		—			1,150			(1,150	)		—			—		—			1,150			(1,150	)		—
Deferred income taxes		—		107			92			(24	)		175			7		133			87			(13	)		214
Other liabilities		—		392			97			—			489			—		408			79			—			487
Total liabilities		4,518		1,597			2,273			(2,073	)		6,315			5,015		1,888			2,180			(2,479	)		6,604
Commitments and contingent liabilities
Equity
Total Chemours stockholders’ equity		800		2,504			1,673			(4,177	)		800			823		3,164			1,596			(4,760	)		823
Non-controlling interests		—		—			5			—			5			—		—			6			—			6
Total equity		800		2,504			1,678			(4,177	)		805			823		3,164			1,602			(4,760	)		829
Total liabilities and equity	$	5,318	$	4,101		$	3,951		$	(6,250	)	$	7,120		$	5,838	$	5,052		$	3,782		$	(7,239	)	$	7,433

	December 31, 2016														December 31, 2018
	Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated			Parent Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	224		$	678		$	—		$	902		$	—	$	239		$	962		$	—		$	1,201
Accounts and notes receivable - trade, net		—		299			508			—			807
Intercompany receivable		3		1,050			46			(1,099	)		—
Accounts and notes receivable, net																—		297			564			—			861
Intercompany receivables																2		1,057			91			(1,150	)		—
Inventories		—		341			476			(50	)		767			—		483			749			(85	)		1,147
Prepaid expenses and other		—		38			32			7			77			—		58			26			—			84
Total current assets		3		1,952			1,740			(1,142	)		2,553			2		2,134			2,392			(1,235	)		3,293
Property, plant and equipment, net		—		6,136			1,861			—			7,997
Property, plant, and equipment																—		6,870			2,122			—			8,992
Less: Accumulated depreciation		—		(4,285	)		(928	)		—			(5,213	)		—		(4,591	)		(1,110	)		—			(5,701	)
Property, plant and equipment, net		—		1,851			933			—			2,784
Property, plant, and equipment, net																—		2,279			1,012			—			3,291
Goodwill and other intangible assets, net		—		156			14			—			170			—		167			14			—			181
Investments in affiliates		—		—			136			—			136			—		—			160			—			160
Investment in subsidiaries		3,258		—			—			(3,258	)		—
Investments in subsidiaries																4,487		11			—			(4,498	)		—
Intercompany notes receivable		1,150		—			—			(1,150	)		—			1,150		—			—			(1,150	)		—
Other assets		13		178			226			—			417			17		154			274			(8	)		437
Total assets	$	4,424	$	4,137		$	3,049		$	(5,550	)	$	6,060		$	5,656	$	4,745		$	3,852		$	(6,891	)	$	7,362
Liabilities and equity
Liabilities
Current liabilities:
Accounts payable	$	—	$	573		$	311		$	—		$	884		$	—	$	637		$	500		$	—		$	1,137
Current maturities of long-term debt		15		—			—			—			15			13		—			—			—			13
Intercompany payable		762		46			291			(1,099	)		—
Intercompany payables																698		92			360			(1,150	)		—
Other accrued liabilities		21		718			133			—			872			21		341			198			(1	)		559
Total current liabilities		798		1,337			735			(1,099	)		1,771			732		1,070			1,058			(1,151	)		1,709
Long-term debt, net		3,526		3			—			—			3,529			3,902		57			—			—			3,959
Intercompany notes payable		—		—			1,150			(1,150	)		—			—		—			1,150			(1,150	)		—
Deferred income taxes		—		59			73			—			132			8		143			82			(16	)		217
Other liabilities		—		428			96			—			524			—		372			85			—			457
Total liabilities		4,324		1,827			2,054			(2,249	)		5,956			4,642		1,642			2,375			(2,317	)		6,342
Commitments and contingent liabilities
Equity
Total Chemours stockholders’ equity		100		2,310			991			(3,301	)		100			1,014		3,103			1,471			(4,574	)		1,014
Non-controlling interests		—		—			4			—			4			—		—			6			—			6
Total equity		100		2,310			995			(3,301	)		104			1,014		3,103			1,477			(4,574	)		1,020
Total liabilities and equity	$	4,424	$	4,137		$	3,049		$	(5,550	)	$	6,060		$	5,656	$	4,745		$	3,852		$	(6,891	)	$	7,362

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

	Six Months Ended June 30, 2019
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Cash flows from operating activities
Cash provided by (used for) operating activities	$	56		$	23		$	(3	)	$	(114	)	$	(38	)
Cash flows from investing activities
Purchases of property, plant, and equipment		—			(214	)		(43	)		—			(257	)
Intercompany investing activities		—			75			(294	)		219			—
Proceeds from sales of assets and businesses, net		—			1			—			—			1
Cash used for investing activities		—			(138	)		(337	)		219			(256	)
Cash flows from financing activities
Proceeds from revolving loan		150			—			—			—			150
Debt repayments		(6	)		—			—			—			(6	)
Purchases of treasury stock, at cost		(322	)		—			—			—			(322	)
Intercompany financing activities		227			—			(122	)		(105	)		—
Proceeds from exercised stock options, net		8			—			—			—			8
Payments related to tax withholdings on vested stock awards		(30	)		—			—			—			(30	)
Payments of dividends		(83	)		—			—			—			(83	)
Cash used for financing activities		(56	)		—			(122	)		(105	)		(283	)
Effect of exchange rate changes on cash and cash equivalents		—			—			6			—			6
Decrease in cash and cash equivalents		—			(115	)		(456	)		—			(571	)
Cash and cash equivalents at January 1,		—			239			962			—			1,201
Cash and cash equivalents at June 30,	$	—		$	124		$	506		$	—		$	630

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

	Six Months Ended June 30, 2018
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Cash flows from operating activities
Cash (used for) provided by operating activities	$	(95	)	$	319		$	315		$	—		$	539
Cash flows from investing activities
Purchases of property, plant, and equipment		—			(168	)		(60	)		—			(228	)
Acquisition of business, net		—			(37	)		—			—			(37	)
Proceeds from sales of assets and businesses, net		—			41			—			—			41
Intercompany investing activities		—			(736	)		—			736			—
Foreign exchange contract settlements, net		—			(6	)		—			—			(6	)
Cash used for investing activities		—			(906	)		(60	)		736			(230	)
Cash flows from financing activities
Proceeds from issuance of debt, net		520			—			—			—			520
Debt repayments		(672	)		—			—			—			(672	)
Payments related to extinguishment of debt		(29	)		—			—			—			(29	)
Payments of debt issuance costs		(12	)		—			—			—			(12	)
Purchases of treasury stock, at cost		(394	)		—			—			—			(394	)
Intercompany financing activities		736			—			—			(736	)		—
Proceeds from exercised stock options, net		13			—			—			—			13
Payments related to tax withholdings on vested stock awards		(6	)		—			—			—			(6	)
Payments of dividends		(61	)		—			—			—			(61	)
Cash provided by (used for) financing activities		95			—			—			(736	)		(641	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(7	)		—			(7	)
(Decrease) increase in cash and cash equivalents		—			(587	)		248			—			(339	)
Cash and cash equivalents at January 1,		—			761			795			—			1,556
Cash and cash equivalents at June 30,	$	—		$	174		$	1,043		$	—		$	1,217

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~~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,~~corporation.

This MD&A should be read in conjunction with the unaudited Interim Consolidated Financial Statements and ~~its consolidated subsidiaries, unless~~ the ~~context otherwise requires.~~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, 2018.

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.

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~~2018, and otherwise as discussed in this report and our Annual Report on Form 10-K. We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

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~~chemicals 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~~titanium dioxide (“TiO₂”) pigment. We manage and report our operating results through three reportable segments: Fluoroproducts, Chemical Solutions, and Titanium Technologies. Our Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. Our Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications. Our 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. Our position with each~~protection in a variety of ~~these businesses reflects the strong~~applications.

We are committed to creating value ~~proposition we provide to~~for our customers ~~based~~and stakeholders through the reliable delivery of high-quality products and services around the world. To achieve this goal, we have a global team dedicated to upholding our five core values: (i) customer centricity – driving customer growth, and our own, by understanding our customers’ needs and building long-lasting relationships with them; (ii) refreshing simplicity – cutting complexity by investing in what matters, and getting results faster; (iii) collective entrepreneurship – empowering our employees to act like they own our business, while embracing the power of inclusion and teamwork; (iv) safety obsession – living our steadfast belief that a safe workplace is a profitable workplace; and, (v) unshakable integrity – doing what’s right for our customers, colleagues, and communities – always.

Additionally, our Corporate Responsibility commitment focuses on three key principles – inspired people, a shared planet, and an evolved portfolio – in an effort to achieve, among other goals, increased diversity and inclusion in our ~~long history~~global workforce, increased sustainability of our products, and ~~reputation~~becoming carbon positive. We call this responsible chemistry – it is rooted in ~~the chemical industry for safety, quality and reliability.~~

After the separation from DuPont in 2015, Chemours announced a plan to transform the Company by reducing structural costs, growing market positions, optimizing its portfolio, refocusing investments and enhancing its organization. Chemours expects the transformation plan to deliver at least $500 million of incremental adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) improvement over 2015 through 2017 based on our anticipated cost reduction and growth initiatives. We expect cost savings of approximately $350 million and approximately $150 million in improvements from growth initiatives will also improve our pre-tax earnings by similar amounts. Through year-end 2016,who we ~~realized approximately $200 million in cost savings,~~are, and we ~~continue to implement additional cost reduction initiatives in order to realize~~expect that our ~~target additional structural costs savings of approximately $150 million through 2018 and beyond. These improvements~~Corporate Responsibility commitment will be partially offset by the impact 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.drive sustainable, long-term earnings growth.

We returned $405 million to our shareholders during the ~~remaining $320~~six months ended June 30, 2019 through the purchase of $322 million of our issued and outstanding common stock under our share repurchase program, and the ~~$335~~payment of $83 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.dividends.

In ~~the third quarter of 2017,~~July 2019, we, ~~announced~~through a ~~restructuring program designed~~wholly-owned special purpose entity, entered into an accounts receivable securitization facility to outsource 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 future 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 associatedenhance our liquidity. In connection with this ~~program,~~arrangement, we borrowed the full $125 million of available capacity under the accounts receivable securitization facility, which ~~is described in further detail in Note 3~~was used to ~~the Interim Consolidated Financial Statements in Item 1.~~pay down our outstanding revolving loan balance.

The following table sets forth our results of operations for the three and six months ended June 30, 2019 and 2018.

The following table sets forth the impact of price, volume, and currency on our net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 were $1.6 billion and $4.6 billion, respectively, representing increases of 13% when~~2019, compared with ~~$1.4 billion and $4.1 billion for~~ the ~~three and nine months ended September 30, 2016, respectively.~~same periods in 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.~~

Our net sales ~~increased~~decreased by ~~$186~~$408 million ~~or 13%,~~(or 22%) to ~~$1.6 billion for the three months ended September 30, 2017 from~~ $1.4 billion for the three months ended ~~September~~June 30, ~~2016. The increase in~~2019, compared with net sales ~~reflects~~of $1.8 billion for the same period in 2018. The components of the decrease in our net sales by segment for the three months ended June 30, 2019 were as follows: in our Fluoroproducts segment, volume was down 7%, while price and unfavorable currency movements each added a ~~9% improvement~~2% headwind to segment net sales; in ~~price, primarily attributable to~~ our ~~Titanium Technologies~~Chemical Solutions 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 down 19%, which was partially offset by a ~~negative 3% impact resulting primarily from portfolio changes~~4% increase in price; and, in our Titanium Technologies segment, volume was down 33%, while unfavorable currency movements added a 1% headwind to segment net sales.

Our net sales decreased by $762 million (or 21%) to $2.8 billion for the six months ended June 30, 2019, compared with net sales of $3.5 billion for the same period in 2018. The components of the decrease in our net sales by segment for the six months ended June 30, 2019 were as follows: in our Fluoroproducts segment, volume was down 6%, while unfavorable currency movements and price added 2% and 1% headwinds to segment net sales, respectively; in our Chemical Solutions ~~segment.~~segment, volume was down 14% and unfavorable currency movements added a 1% headwind to segment net sales, while a 4% increase in price provided a partial offset; and, in our Titanium Technologies segment, volume was down 34% and unfavorable currency movements added a 1% headwind to segment net sales.

The drivers of these changes for each of our segments are discussed further under the heading “Segment Reviews,” which follows our “Results of Operations and Business Highlights” in this MD&A.

Our cost of goods sold (“COGS”) decreased by $174 million (or 14%) and $287 million (or 12%) to $1.1 billion and $2.2 billion for the three and six months ended June 30, 2019, respectively, compared with COGS of $1.3 billion and $2.5 billion for the same periods in 2018. The decreases in our COGS for the three and six months ended June 30, 2019 were primarily attributable to lower net sales volume, which was partially offset by margin compression resulting from lower volume.

Our selling, general, and administrative (“SG&A”) expense decreased by $25 million (or 16%) to $136 million for the three months ended June 30, 2019, compared with SG&A expense of $161 million for the same period in 2018. The decrease in our SG&A expense for the three months ended June 30, 2019 was primarily attributable to lower costs for certain legal matters, as well as costs incurred in the second quarter of 2018 for our debt transactions. These costs were not repeated in the second quarter of 2019.

Our SG&A expense decreased by $12 million (or 4%) to $292 million for the six months ended June 30, 2019, compared with SG&A expense of $304 million for the same period in 2018. The decrease in our SG&A expense for the six months ended June 30, 2019 was primarily attributable to lower performance-related compensation and costs incurred for our 2018 debt transactions that were not repeated in 2019. These decreases were partially offset by increased legal costs accrued during the first quarter of 2019 in connection with the approved final Consent Order to settle certain litigation and other matters at our Fayetteville, North Carolina facility.

Our research and development expense was largely unchanged at $19 million and $20 million, and $41 million and $40 million for the three and six months ended June 30, 2019 and 2018, respectively.

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% improvement in price, primarily attributable to our Titanium Technologies segment,restructuring, asset-related, and higher demand in all segments driving a volume increase of 12%. The increase in net sales was partially offset by a negative 6% impact resulting primarily from portfolio changes 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 transformation activities and higher performance-related compensation. These increases were partially offset by the impact of portfolio changes in our Chemical Solutions segment.

~~Selling, general and administrative (SG&A) expense 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~~other charges decreased by ~~$10~~$3 million ~~or 2%,~~(or 30%) and $5 million (or 25%) to $444 million when compared with $454 million for the nine months ended September 30, 2016. The 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 the sale of our Clean & Disinfect (C&D) product line and Sulfur business in 2016 which did not recur in 2017. Our reduction in transaction-related costs was partially offset by $28 million in incremental costs for transformation activities and higher performance-related compensation for the nine months ended September 30, 2017.

Research and development (R&D) expense increased marginally to $20 million for the three months ended September 30, 2017 when compared with $19 million for the three months ended September 30, 2016. R&D expense for the nine months ended September 30, 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.

~~Restructuring and asset-related charges, net, on a pre-tax basis, amounted to $8~~$7 million and ~~$31~~$15 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, compared with restructuring, asset-related, and ~~$60~~other charges of $10 million and ~~$145~~$20 million for the same periods in 2018. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2019 were primarily attributable to decommissioning and dismantling-related charges associated with the demolition and removal of certain unused buildings at our Chambers Works site in Deepwater, New Jersey. Our restructuring, asset-related, and other charges for the three and six months ended June 30, 2018 were primarily attributable to continued progress on our business process and information technology outsourcing efforts, as well as additional severance accruals under our 2017 restructuring program.

Our equity in earnings of affiliates decreased by $2 million (or 20%) and $6 million (or 27%) to $8 million and $16 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, respectively. Our restructuring charges~~2019, respectively, compared with equity in earnings of affiliates of $10 million and $22 million for the same periods in 2018. The decreases in our equity in earnings of affiliates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 were primarily ~~reflect decommissioning and other charges associated with~~attributable to decreased profitability for our equity method investees in 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 $46 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

Our interest expense, net increased by $4 million (or 8%) and $3 million (or 3%) to $52 million and $103 million for the three and six months ended June 30, 2019, respectively, compared with interest expense, net of $48 million and $100 million for the same periods in 2018. The increase in our interest expense, net for the three months ended ~~September~~June 30, ~~2017,~~2019 was primarily attributable to lower amounts of interest income and capitalized interest due to ~~increased~~lower cash and cash equivalents balances and the completion or stoppage of certain of our large-scale construction projects, respectively. The increase in our interest ~~resulting from our issuance of the 2027 Notes in May 2017. Interest~~ expense, net ~~increased by $4 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 was primarily attributable to lower amounts of interest income and capitalized interest due to the aforementioned ~~increase in~~reasons, which more than offset the impact of any reduced interest ~~from our 2027 Notes, which was partially offset by decreased interest~~costs resulting from our ~~April 2017 repricing and lower outstanding principal~~2018 debt transactions.

Loss on ~~our senior secured term loans, 2023 Notes and Euro Notes. In addition,~~Extinguishment of Debt

We incurred a loss on extinguishment of debt of $38 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016, we recorded a non-recurring net gain of $10 million on~~2018 in connection with our 2018 debt extinguishment resulting from the repurchase of certain portions of our senior unsecured notes 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.transactions.

Our other income, net ~~was $5~~decreased by $17 million (or 52%) and $35 million (or 39%) to $16 million and $55 million for the three and six months ended June 30, 2019, respectively, compared with other income, net of $33 million and $90 million for the same periods in 2018. The decrease in our other income, net for the three months ended ~~September~~June 30, ~~2017, representing a~~2019 was primarily attributable to lower European Union (“EU”) fluorinated greenhouse gas (“F-gas”) quota authorization sales, lower non-operating pension and other post-retirement employee benefit income, and changes in net exchange gains and losses. The decrease ~~of $156 million when compared with $161 million~~in our other income, net for the ~~three~~six months ended ~~September~~June 30, ~~2016. This decrease~~2019 was primarily attributable to a ~~non-recurring~~$42 million gain ~~of $169 million~~ on ~~the~~our sale of ~~our C&D product line~~land in 2016, partially offset by a $13 million decrease in foreign currency exchange losses in 2017. Other income, net was $53 million for the nine months ended September 30, 2017, representing a decrease of $197 million when compared with $250 million for the nine months ended September 30, 2016. This decrease was primarily attributable to a non-recurring gain of $89 million on the sale of our Beaumont, Texas facilityLinden, New Jersey 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 million on the sale of land~~2018, which ~~formerly held our Edge Moor, Delaware facility during the first quarter of 2017, and $40 million~~was not repeated in ~~net favorable foreign currency exchange activity~~2019. This decrease was partially ~~offsets the decrease~~offset by an increase in ~~other income, net~~EU F-gas quota authorization sales for the ~~nine~~six months ended ~~September~~June 30, ~~2017 when compared with the same period in 2016.~~2019.

Our provisions 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, due to our adoption of ASU No. 2016-09 during 2017. The remaining change in our 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 additional valuation allowance on U.S. foreign tax credits of $65were $37 million and $50 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, which represented effective tax rates of 28% and 21%, respectively, ~~from~~compared with provisions for income taxes of $41 million and $125 million for the same periods in 2018, which represented effective tax rates of 13% and 18%, respectively. The change in our effective tax rate for the ~~Company does not expect~~three months ended June 30, 2019 was primarily attributable to ~~benefit~~$6 million of lower income tax benefits related to windfalls on our share-based payments, $8 million of additional income tax expense associated with the recognition of a valuation allowance on the deferred tax assets of a certain foreign subsidiary, and the geographic mix of our earnings. The change in our effective tax rate for the ~~current year.~~six months ended June 30, 2019 was primarily attributable to $4 million of lower income tax benefits related to windfalls on our share-based payments, $8 million of additional income tax expense associated with the recognition of a valuation allowance on the deferred tax assets of a certain foreign subsidiary, and the geographic mix of our earnings.

Adjusted ~~EBITDA represents our~~earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) 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~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 is included in the ~~Non-GAAP~~“Non-GAAP Financial ~~Measures in~~Measures” section of this ~~Item 2.~~MD&A.

The following table sets forth our Adjusted EBITDA by segment for the three and six months ended June 30, 2019 and 2018.

The following chart sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Fluoroproducts segment for the three and six months ended June 30, 2019 and 2018.

The following table ~~represents Chemours’ total consolidated Adjusted EBITDA by segment:~~sets forth the impacts of price, volume, and currency on our Fluoroproducts segment’s net sales for the three and six months ended June 30, 2019, compared with the same periods in 2018.

Change in segment net sales from prior period	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017			Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Price		18	%		16	%		(2	)%		(1	)%
Volume		8	%		9	%		(7	)%		(6	)%
Currency		2	%		—	%		(2	)%		(2	)%
Portfolio / other		—	%		—	%
Total change		28	%		25	%
Total change in segment net sales								(11	)%		(9	)%

~~Net~~Our Fluoroproducts segment’s net sales ~~increased~~decreased by ~~28% and 25%~~$90 million (or 11%) to $711 million for ~~the three and nine months ended September 30, 2017, respectively, when compared with the same periods in 2016. For~~ the three months ended ~~September~~June 30, ~~2017, 18%~~2019, compared with segment net sales of $801 million for the same period in 2018. The decrease in segment net sales for the three months ended June 30, 2019 was primarily attributable to a 7% decrease in volume, due to the following: illegal imports of legacy hydrofluorocarbon (“HFC”) refrigerants into the EU in violation of the region’s F-gas regulations, which impacted both volume and price during the quarter; lower demand for our legacy base refrigerants; and, market softness. These volume decreases were partially offset by a volume increase from the continued adoption of Opteon^TM products and applications development for our fluoropolymers products. We also experienced a 2% decrease in price, due to the aforementioned global price pressures from illegal imports impacting our refrigerants products, which was partially offset by higher average selling prices and the product mix of sales for our fluoropolymers products. Unfavorable currency movements added a 2% headwind to the segment’s net sales during the quarter.

Our Fluoroproducts segment’s net sales decreased by $134 million (or 9%) to $1.4 billion for the six months ended June 30, 2019, compared with segment net sales of $1.5 billion for the same period in 2018. The decrease in segment net sales for the six months ended June 30, 2019 was primarily attributable to a 6% decrease in volume, due to the following: illegal imports of legacy HFC refrigerants into the EU, which impacted both volume and price year-to-date; lower demand for our legacy base refrigerants; and, market softness. These volume decreases were partially offset by a volume increase from the continued adoption of Opteon^TM products and applications development for our fluoropolymers products. Unfavorable currency movements added a 2% headwind to the segment’s net sales year-to-date. We also experienced a 1% decrease in price, due to the aforementioned global price pressures from illegal imports impacting our refrigerants products, which was partially offset by higher ~~global~~ average selling ~~price~~prices and the product mix of sales for ~~TiO~~₂, 8% of the increase was attributable to higher demand and 2% of the increase was attributable to favorable foreign currency exchange rates. For 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.our fluoropolymers products.

For the three months ended June 30, 2019, segment Adjusted EBITDA decreased by $50 million (or 22%) to $180 million and Adjusted EBITDA margin decreased by approximately 400 basis points to 25%, compared with segment Adjusted EBITDA of $230 million and Adjusted EBITDA margin of 29% for the same period in 2018. For the six months ended June 30, 2019, segment Adjusted EBITDA decreased by $98 million (or 22%) to $339 million and Adjusted EBITDA margin decreased by approximately 500 basis points to 24%, compared with segment Adjusted EBITDA of $437 million and Adjusted EBITDA margin of 29% for the same period in 2018. These decreases were primarily attributable to the aforementioned decreases in volume, price, and unfavorable currency movements. Additionally, we experienced increased costs of approximately $30 million for the six months ended June 30, 2019 due to the start-up of our new Opteon^TM refrigerants facility in Corpus Christi, Texas, and unplanned outages at our Louisville, Kentucky facility in the first quarter of 2019. These decreases were partially offset by ~~73%~~an $18 million increase in EU F-gas quota authorization sales for the six months ended June 30, 2019.

The following chart sets forth the net sales, Adjusted EBITDA, and ~~95%~~Adjusted EBITDA margin amounts for our Chemical Solutions segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively, when~~2019 and 2018.

The following table sets forth the impacts of price, volume, and currency on our Chemical Solutions segment’s net sales for the three and six months ended June 30, 2019, compared with the same periods in ~~2016.~~ 2018.

Our Chemical Solutions segment’s net sales decreased by $23 million (or 15%) to $130 million for the three months ended June 30, 2019, compared with segment net sales of $153 million for the same period in 2018. The decrease in segment net sales for the three months ended June 30, 2019 was primarily attributable to a 19% decrease in volume, due to a scheduled plant turnaround and operational issues at a key customer mine in Mining Solutions and lower demand for certain of our Performance Chemicals and Intermediates products. This decrease was partially offset by a 4% increase in price, due to higher average selling prices in Mining Solutions and several Performance Chemicals and Intermediates products.

Our Chemical Solutions segment’s net sales decreased by $33 million (or 11%) to $264 million for the six months ended June 30, 2019, compared with segment net sales of $297 million for the same period in 2018. The decrease in segment net sales for the six months ended June 30, 2019 was primarily attributable to a 14% decrease in volume, due to a scheduled plant turnaround and operational issues at a key customer mine in Mining Solutions and lower demand for certain of our Performance Chemicals and Intermediates products, and a 1% headwind from unfavorable currency movements. These decreases were partially offset by a 4% increase in price, due to higher average selling prices in Mining Solutions and several Performance Chemicals and Intermediates products.

For the three months ended June 30, 2019, segment Adjusted EBITDA increased by less than $1 million (or 4%) to $16 million and Adjusted EBITDA margin increased by ~~8% and 10% for the three and nine months ended September 30, 2017, respectively, when~~approximately 200 basis points to 12%, compared with ~~the same periods in 2016. The increases in~~segment Adjusted EBITDA of $16 million and Adjusted EBITDA margin of 10% for the ~~three~~same period in 2018. For the six months ended ~~September~~June 30, ~~2017~~2019, segment Adjusted EBITDA increased by $5 million (or 19%) to $31 million and Adjusted EBITDA margin increased by approximately 300 basis points to 12%, compared with segment Adjusted EBITDA of $26 million and Adjusted EBITDA margin of 9% for the same period in 2018. These increases were primarily attributable to the aforementioned increases in price, product mix, and ~~volume, which were partially offset by incremental increases in raw material inputs and distribution costs.~~ other income amounts, as well as lower costs associated with certain of our capital projects.

The following chart sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017 were primarily attributable to the aforementioned increases in price~~2019 and ~~volume, which were partially offset by costs associated with transformation activities and higher performance-related compensation.~~2018.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2017			2016			2017			2016			2019			2018			2019			2018
Segment net sales	$	637		$	591		$	1,998		$	1,695		$	567		$	862		$	1,122		$	1,717
Adjusted EBITDA		158			143			510			333			127			295			253			589
Adjusted EBITDA margin		25	%		24	%		26	%		20	%		22	%		34	%		23	%		34	%

The following table sets forth the impacts of price, volume, and currency on our Titanium Technologies segment’s net sales for the three and six months ended June 30, 2019, compared with the same periods in 2018.

Change in segment net sales from prior period	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017			Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Price		2	%		1	%		—	%		—	%
Volume		5	%		17	%		(33	)%		(34	)%
Currency		1	%		—	%		(1	)%		(1	)%
Portfolio / other		—	%		—	%
Total change		8	%		18	%
Total change in segment net sales								(34	)%		(35	)%

~~Net~~Our Titanium Technologies segment’s net sales ~~increased~~decreased by ~~8% and 18%~~$295 million (or 34%) to $567 million for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, respectively, when~~2019, compared with segment net sales of $862 million for the same ~~periods~~period in ~~2016.~~2018. The ~~increase~~decrease in segment net sales for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~2019 was primarily attributable to ~~continuing solid~~a 33% decrease in volume, due to lower market demand and share loss. Unfavorable currency movements added another 1% of headwind to segment net sales, while price remained stable as a result of the implementation of our Ti-Pure^TM Value Stabilization (“TVS”) strategy.

Our Titanium Technologies segment’s net sales decreased by $595 million (or 35%) to $1.1 billion for ~~Opteon™ refrigerant in Europe and~~ the ~~U.S. as well as increases in demand~~six months ended June 30, 2019, compared with segment net sales of $1.7 billion for ~~our fluoropolymer products, leading to volume increases of 5% and 17% over~~ the same ~~periods~~period in ~~2016, respectively. Marginal price increases and slightly favorable foreign currency exchange rates further improved~~2018. The decrease in segment net sales for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 when compared with~~2019 was primarily attributable to a 34% decrease in volume, due to lower market demand and share loss, and a 1% headwind from unfavorable currency movements. Price remained stable as a result of the ~~same period in 2016.~~implementation of our TVS strategy.

For the three months ended June 30, 2019, segment Adjusted EBITDA ~~increased~~decreased 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$168 million (or 57%) to $127 million and Adjusted EBITDA margin decreased by approximately 1,200 basis points to 22%, compared with segment Adjusted EBITDA of $295 million and Adjusted EBITDA margin of 34% for the ~~three~~same period in 2018. For the six months ended ~~September~~June 30, ~~2017~~2019, segment Adjusted EBITDA decreased by $336 million (or 57%) to $253 million and Adjusted EBITDA margin decreased by approximately 1,100 basis points to 23%, compared with segment Adjusted EBITDA of $589 million and Adjusted EBITDA margin of 34% for the same period in 2018. These decreases were primarily attributable to the aforementioned decreases in volume ~~increases, which were partially offset by higher performance-related compensation, expenditures associated with Hurricane Harvey~~ and ~~capital-related expenses. The increases in Adjusted EBITDA and Adjusted EBITDA~~unfavorable currency movements, as well as margin ~~for the nine months ended September 30, 2017 were primarily attributable~~compression due to ~~the aforementioned~~decreased volume ~~increases, which were partially offset by costs associated with transformation activities~~ and higher ~~performance-related compensation.~~

Corporate and Other costs decreased by ~~19%~~$4 million (or 9%) and ~~32%~~$9 million (or 10%) to $40 million and $78 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, ~~when~~ compared with Corporate and Other costs of $44 million and $87 million for the same periods in ~~2016.~~2018. 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 are reflected in Corporate and Other. The increase of $16 million in~~ Corporate and Other costs for the three months ended ~~September~~June 30, ~~2017 when compared with the same period in 2016~~2019 was primarily attributable to ~~increased~~lower costs ~~associated with~~for certain legacy environmental ~~liabilities.~~and legal matters. The ~~increase of $31 million~~decrease in our Corporate and Other costs for the ~~nine~~six months ended ~~September~~June 30, ~~2017 when compared with the same period in 2016~~2019 was primarily attributable to ~~increased~~lower costs ~~associated with~~for certain legacy environmental ~~liabilities,~~and legal ~~costs and~~matters, as well as lower performance-related compensation.

Our 2019 results will be driven by the ~~remainder~~following expectations: (i) 2019 volume for our Titanium Technologies segment will be below 2018 volume levels as we execute our TVS strategy; (ii) there will be continued transition to Opteon^TM refrigerants in our Fluoroproducts segment, which will be offset by the impacts of illegal imports of legacy HFC refrigerants into the EU in violation of the ~~year, we continue to anticipate that the Company’s revenue~~region’s F-gas regulations; and, ~~earnings performance~~(iii) there will ~~remain strong.~~be continued demand for Mining Solutions products in our Chemical Solutions segment. We expect ~~to deliver full-year Adjusted EBITDA improvement, with similar pre-tax income improvement, substantially in excess of~~that our ~~transformation goals. We are targeting additional structural cost savings of~~capital expenditures will be approximately $150 million, and we continue to implement certain initiatives in order to realize our target cost savings, which are expected to be fully realized in 2018 and beyond. We also expect to generate positive free cash flow$500 million. Our outlook for ~~the full-year 2017, including payments relating to the PFOA MDL Settlement. Our outlook~~2019 reflects our current visibility and expectations based on market factors, such as currency movements, ~~TiO~~₂ ~~pricing,~~macro-economic factors, and end-market ~~demand and seasonality.~~demand. These expectations are subject to numerous risks, including, but not limited to, those described in Item 1A – Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2018.

Our primary sources of liquidity are cash generated from operations, available cash, receivables securitization, and borrowings under our debt financing ~~arrangements.~~arrangements, which are described in further detail in “Note 17 – Debt” to the Interim Consolidated Financial Statements and “Note 19 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018. 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)~~to: (i) selectively invest ~~for~~in organic and inorganic growth to enhance our portfolio, including certain strategic capital ~~investments, (b)~~investments; (ii) return cash to shareholders through ~~dividend payments~~dividends and ~~possible~~ share ~~repurchases in the future~~repurchases; 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~~assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. 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 flow generation is driven by, among other things, the general global economic conditions at any point in time and their 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~~environmental remediation costs and investments, dividends, and other actions over the next 12 months, which we expect to fund through cash generated from operations, available cash, receivables securitization, 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 ~~Revolving Credit Facility, which is discussed further in the Credit Facilities and Notes section of this MD&A,~~revolving credit facility is subject to the last 12 months of ~~our~~ consolidated EBITDA, as defined in our amended and restated credit agreement, which is discussed further in in “Note 17 – Debt” to the ~~credit agreement.~~Interim Consolidated Financial Statements and “Note 19 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018.

At ~~September~~June 30, ~~2017 and December 31, 2016,~~2019, we had ~~$1.0 billion and $678 million, respectively, of~~total cash and cash equivalents ~~on our consolidated balance sheets~~of $630 million, of which, $506 million was held by our foreign subsidiaries, ~~all~~and certain of ~~which~~these foreign subsidiaries’ earnings are indefinitely reinvested. All of the cash and cash equivalents held by our foreign subsidiaries is readily convertible into currencies used in our operations, including the U.S. ~~Dollar. Cash~~dollar. The cash and earnings of our foreign subsidiaries are generally used to finance their operations and capital expenditures. At ~~September~~June 30, ~~2017 and December 31, 2016,~~2019, management believed that sufficient liquidity was available in the U.S., which includes borrowing capacity under our revolving credit facility, and it is our intention to indefinitely reinvest ~~undistributed~~the historical pre-2018 earnings of our foreign subsidiaries. Beginning in 2018, management asserts that only certain foreign subsidiaries ~~outside~~are indefinitely reinvested. See “Note 9 – Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for further information related to our income tax positions.

In July 2019, we repaid $150 million of ~~the U.S. From time to time, we evaluate opportunities to repatriate~~our revolving loan borrowings using 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~~receivables securitization and $678 million of cash and cash equivalents held by our foreign subsidiaries at September 30, 2017 and December 31, 2016, respectively, 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 to the U.S.

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing ~~activities:~~activities for the six months ended June 30, 2019 and 2018.

We used $38 million in cash flows for, and received $539 million in cash flows from our operating activities ~~was $336 million~~during the six months ended June 30, 2019 and ~~$324 million~~2018, respectively. The decrease in cash flows from our operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively. Increases resulting from~~2019 was primarily attributable to a decrease in our net income, ~~of $519 million~~as well as an increase in our net cash outflows 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 DuPont 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~~items 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. Repaymentspayments on our ~~senior secured term loans, payments for dividends~~accounts payable 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 months ended September 30, 2017.certain other accrued liabilities.

In the third quarter of 2016, we repurchased a portion of our senior secured term loans with an aggregate principal amount of $50 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 months ended September 30, 2016.

We used $256 million and $230 million in cash flows for our investing activities during the six months ended June 30, 2019 and 2018, respectively. Our investing cash outflows during the six months ended June 30, 2019 were primarily attributable to $257 in payments for purchases of property, plant, and equipment. Our investing cash outflows during the six months ended June 30, 2018 were primarily attributable to $228 million in payments for purchases of property, plant, and equipment, and $37 million in cash consideration payments for our acquisition of ICOR International, Inc. in April 2018. Our investing cash outflows during the six months ended June 30, 2018 were partially offset by $41 million in cash proceeds from the sales of assets and businesses, which were primarily attributable to the $39 million received in connection with our sale of land in Linden, New Jersey.

We used $283 million and $641 million in cash flows for our financing activities during the six months ended June 30, 2019 and 2018, respectively. Our financing cash outflows during the six months ended June 30, 2019 were primarily attributable to the following: $322 million in purchases of our issued and outstanding common stock under our share repurchase program in connection with our capital allocation activities; $83 million in payments for cash dividends; and, $30 million in payments for withholding taxes on certain of our vested stock-based compensation awards. These financing cash outflows were partially offset by $150 million in proceeds from draws on our revolving credit facility, which were used for general corporate purposes. Our financing cash outflows during the six months ended June 30, 2018 were primarily attributable to the following: $672 million in debt repayments and $29 million in debt extinguishment payments for “make whole” and early prepayment premiums in connection with our 2018 debt transactions; $394 million in purchases of our issued and outstanding common stock under our share repurchase program in connection with our capital allocation activities; and, $61 million in payments for cash dividends. These financing cash outflows were partially offset by $520 million in proceeds from the issuance of our euro-denominated 4.000% senior unsecured notes due May 2026 in June 2018.

The following table sets forth the components of our current assets at June 30, 2019 and December 31, 2018.

Our accounts and notes receivable, ~~- trade,~~net increased by $18 million (or 2%) to $879 million at June 30, 2019, compared with accounts and notes receivable, net of $861 million at December 31, 2018. The increase in our accounts and notes receivable, net at ~~September~~June 30, ~~2017 increased by $135 million when compared with December 31, 2016 due~~2019 was primarily attributable to ~~higher sales in~~ the ~~third quarter of 2017 over the fourth quarter of 2016 and a favorable currency translation impact of $22 million.~~

Inventories at September 30, 2017 increased by $110 million when compared with December 31, 2016 due to inventory build for increased sales demand and a favorable currency translation impact of $17 million.

~~Accounts payable at September 30, 2017 increased by $126 million when compared with December 31, 2016 due to higher inventories and~~ timing of payments from our customers.

Our inventories increased by $103 million (or 9%) to ~~vendors.~~$1.3 billion at June 30, 2019, compared with inventories of $1.1 billion at December 31, 2018. The increase in our inventories at June 30, 2019 was primarily attributable to an increase in our finished products inventories, which resulted from lower net sales volume, and an increase in our raw materials inventories due to the strategic acquisition of ore in our Titanium Technologies segment.

Our prepaid expenses and other assets decreased by ~~$326~~$11 million ~~when~~(or 13%) to $73 million at June 30, 2019, compared with prepaid expenses and other assets of $84 million at December 31, ~~2016 primarily due to payment of the PFOA MDL Settlement for $335 million.~~

~~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).~~2018. The ~~proceeds of any loans made under the Revolving Credit Facility can be used for capital expenditures, acquisitions, working capital needs~~decrease in our prepaid expenses and other ~~general corporate purposes. Availability under the Revolving Credit Facility is subject to certain covenant limitations. At September~~assets at June 30, ~~2017, the facility had a full borrowing capacity of $750 million, from which we had $102 million in letters of credit issued and outstanding.~~

On April 3, 2017, we completed an amendment (April 2017 Amendment) to our credit agreement which provides for a new class of term loans, denominated in Euros, in an aggregate principal amount of €400 million (Euro Term Loan), and a new class of term loans, denominated in U.S. Dollars, in an aggregate principal amount of $940 million (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 of $1.4 billion. 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%, subject2019 was primarily attributable 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. We recorded a $3 million loss on debt extinguishment and related amendment feesdecrease in ~~the second quarter of 2017.~~prepaid income tax balances.

The credit agreement contains financial covenants which, solely with respect to the Revolving Credit Facility, as amended, require us 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. We are 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 our and our 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. The senior secured 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. We were in compliance with our debt covenants at September 30, 2017.

In the event of default under our Revolving Credit Facility, our lenders under the Revolving Credit Facility can terminate their commitments thereunder, cease making further revolving loans and accelerate any outstanding revolving loans. This would allow the lenders under the Revolving Credit Facility to declare the outstanding term loans to be immediately due 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 the credit agreement also may result in an event 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

The following table sets forth the components of ~~operations~~our current liabilities at June 30, 2019 and ~~financial condition. Please see~~December 31, 2018.

Our accounts payable decreased by $181 million (or 16%) to $956 million at June 30, 2019, compared with accounts payable of $1.1 billion at December 31, 2018. The decrease in our accounts payable at June 30, 2019 was primarily attributable to the ~~section titled Risks Related~~timing of payments to our vendors.

Our ~~Indebtedness~~current maturities of long-term debt increased by $5 million (or 38%) to $18 million at June 30, 2019, compared with current maturities of long-term debt of $13 million at December 31, 2018. The increase in our current maturities of long-term debt was primarily attributable to the recognition of a $62 million finance lease liability in the second quarter of 2019.

Our other accrued liabilities decreased by $85 million (or 15%) to $474 million at June 30, 2019, compared with other accrued liabilities of $559 million at December 31, 2018. The decrease in our other accrued liabilities at June 30, 2019 was primarily attributable to lower accrued compensation and employee-related costs, payments of certain accrued expenses, and changes in accrued litigation costs. These decreases were somewhat offset by our recognition of an operating lease liability in connection with our adoption of the ~~Risk Factors section of~~new leasing standard on January 1, 2019.

See “Note 17 – Debt” to the Interim Consolidated Financial Statementsand “Note 19 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~ 2018 for ~~additional detail.~~a discussion of our credit facilities and notes.

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.

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~~June 30, ~~2017,~~2019 and December 31, 2018, the total payment instructions from ~~Chemours~~us amounted to ~~$158 million.~~$150 million and $210 million, respectively. 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.

Our contractual obligations at June 30, 2019 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.~~ 2018.

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 were insignificant.~~

Our significant accounting policies are described in ~~Management's Discussion~~our MD&A and ~~Analysis~~“Note 3 – Summary of ~~Financial Condition and Results of Operations - Critical~~Significant Accounting ~~Policies and Estimates and Note 3~~Policies” to the Consolidated Financial Statements in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2018. There have been no material changes to ~~our~~these critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2018, except as described below and in “Note 2 – Recent Accounting ~~Pronouncements~~

~~See Note 2~~Pronouncements” to the Interim Consolidated Financial Statements ~~included~~.

In accordance with the planned restructuring of our Netherlands pension plan (“Plan”), $935 million of annuity contracts were purchased by the Plan in ~~Item 1~~July 2019 in an amount sufficient to pay off the pension benefits of ~~this Quarterly Report on Form 10-Q~~the Plan’s vested retirees and inactive participants. The Dutch National Bank (“DNB”) has 90 days to approve the transaction as a partial settlement of the Plan, upon which, the insurance company will assume direct and irrevocable responsibility for ~~discussions~~the payment of pension benefits to the Plan’s vested retirees and inactive participants. The irrevocable transfer of risk will then trigger a partial settlement of the Plan, which we expect will result in a non-cash settlement charge between $350 million to $400 million during the third quarter of 2019, most of which is already recorded as a component of our accumulated other comprehensive loss. The purchase of these annuity contracts was fully-funded by the Plan’s investment trust.

See “Note 2 – Recent Accounting Pronouncements” to the Interim Consolidated Financial Statements for a discussion about 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.

In large part, 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~~including certain accruable costs associated with on-site capital projects, 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,~~(“CERCLA,” often referred to as ~~Superfund)~~“Superfund”), the Resource Conservation and Recovery Act ~~(RCRA)~~(“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~~June 30, ~~2017~~2019 and December 31, ~~2016, we recorded~~2018, our consolidated balance sheets included environmental remediation ~~accruals~~liabilities of ~~$268~~$244 million and ~~$278~~$226 million, respectively, relating to these matters, which, as discussed in further detail below, included $31 million and $10 million for our Fayetteville, North Carolina facility at June 30, 2019 and December 31, 2018, respectively. In management’s opinion, isour environmental remediation liabilities are 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)~~(“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 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, through~~we and DuPont ~~has~~may 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 ~~$510~~approximately $480 million above the amount accrued at ~~September~~June 30, ~~2017.~~2019. 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 infor any given year, as such obligation can be satisfied or settled over many years. ~~For additional information, refer to the~~

Significant Environmental ~~Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016.~~Remediation Sites

While there are many remediation sites that contribute to ~~the~~our total accrued environmental remediation ~~accrual,~~liabilities at June 30, 2019 and December 31, 2018, the following table sets forth the sites that are ~~among~~ the most ~~significant:~~significant.


(Dollars in millions)	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Beaumont, Texas	$	12	$	12
Chambers Works, New Jersey		21		24
Chambers Works, Deepwater, New Jersey					$	20	$	18
East Chicago, Indiana		20		20		20		21
Fayetteville Works, Fayetteville, North Carolina						31		10
Pompton Lakes, New Jersey		64		77		43		45
USS Lead, East Chicago, Indiana		28		21		14		15
All other sites		123		124		116		117
Total accrued environmental remediation	$	268	$	278	$	244	$	226

The five sites listed above ~~represent more than 50%~~represented 53% and 48% of our ~~reserve~~total accrued environmental remediation liabilities at June 30, 2019 and December 31, 2018, respectively. For these five sites, 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~~$72 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 our sale of the aniline production unit to Dow in 2016, Chemours has no ongoing manufacturing operations on the site. Dow and Lucite remain as long-term manufacturing tenants.

As site owner, Chemours remains responsible for remediation of historical chemical releases from past operations and is 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 recently completed a 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 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)~~(“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.~~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~~on site 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~~we own 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. Grace Company ~~(Grace)~~(“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)~~(“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 was issued by the EPA in July 2018.

The Fayetteville Works facility is located 15 miles southeast of the City of Fayetteville in Cumberland and Bladen counties, North Carolina. The facility encompasses approximately 2,200 acres, which were purchased by DuPont in 1970, and are bounded to the east by the Cape Fear River and to the west by North Carolina Highway 87. Currently, the site manufactures plastic sheeting, fluorochemicals, and intermediates for plastics manufacturing. A former manufacturing area, which was sold in 1992, produced nylon strapping and elastomeric tape. DuPont sold its Butacite® and SentryGlas® manufacturing units to Kuraray America, Inc. in June 2014. In July 2015, upon our separation from DuPont, we became the owner of the Fayetteville Works land assets along with fluoromonomers, Nafion® membranes, and the related polymer processing aid manufacturing units. A polyvinyl fluoride resin manufacturing unit remained with DuPont.

Beginning in 1996, several stages of site investigation were conducted under NC DEQ oversight, as required by the facility's hazardous waste permit. In addition, the site has voluntarily agreed to agency requests for additional investigations of the potential release of “PFAS” (perfluoroalkyl and polyfluoroalkyl substances) beginning with “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) in 2006. As a result of detection of the polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”) in on-site groundwater wells during our investigations in 2017, the NC DEQ issued a Notice of Violation (“NOV”) on September 6, 2017 alleging violations of North Carolina water quality statutes and requiring further response. Since that time, and in response to three additional NOVs issued by NC DEQ, we have worked cooperatively with the agency to investigate and address releases of PFAS to on-site and off-site groundwater and surface water.

As discussed in “Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements, we and the NC DEQ have filed a final Consent Order that comprehensively addressed various issues, NOVs, and court filings made by the NC DEQ regarding our Fayetteville, North Carolina facility and resolved litigations filed by the NC DEQ and Cape Fear River Watch, a non-profit organization. Of the total estimated liability of $87 million accrued for this matter at June 30, 2019, $31 million is included within our overall environmental remediation liabilities, and is related to on-site groundwater and surface water conditions that require further study and clean-up action, and the estimated accruable costs associated with certain on-site capital projects under the final Consent Order.

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 (“NJ DEP”), 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.~~now complete.

The U.S. Smelter and Lead Refinery, Inc. ~~(USS Lead)~~(“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 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. (“Atlantic Richfield”) 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~~– Atlantic Richfield, ~~Co.,~~ DuPont, and the U.S. Metals Refining Co. (“U.S. Metals”) – entered into an administrative order on consent to reimburse the EPA’s costs to ~~clean up~~clean-up a portion of Zone 2. ~~The~~In March 2018, the EPA ~~is continuing its efforts to identify additional potentially responsible parties (PRPs)~~issued a Unilateral Administrative Order for ~~the USS Lead site cleanup, 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 to complete~~ the Zone 2 ~~work.~~work to five parties, including us, Atlantic Richfield, DuPont, U.S. Metals, and USS Lead Muller Group, and these parties have entered into an interim allocation agreement to complete that work by the end of 2019. There is uncertainty as to whether ~~the~~these parties ~~who receive the unilateral order~~ will be able to ~~reach an~~agree on a final allocation for Zone 2 and/or the other Zones, and ~~agree to comply with it.~~whether any additional PRPs may be identified.

The environmental accrual for USS Lead iscontinues to be based on the 2012 Record of Decision ~~(ROD)~~(“ROD”) and Statement of Work ~~currently in place~~ for ~~Zones~~Zone 1 and the associated portion of Zone 3 not yet completed, as well as the current estimate of ~~Chemours’~~our share of remaining Zone 2 clean-up. The EPA released a proposed amendment to the 2012 ROD for a portion of Zone 1 in December 2018 (following its August 2018 Feasibility Study Addendum), with its recommended option based on future residential use. However, the proposed amendment was sent out for public comment with the EPA’s ~~Zone 2 cleanup cost.~~statement that the remedy basis and cost may change based on community input on future land use. The ~~EPA~~EPA’s final decision was expected sometime in the first half of 2019, but has ~~announced its intent to reconsider the ROD~~not yet been released. We expect that our future costs for Zone 1 will be contingent on this remedy decision, as well as any final allocation between PRPs. Most recently, we and ~~the result of that review could increase or decrease Chemours’ future obligations. In response to the latest cost information~~other PRPs received documentation from the EPA of past response costs and other unreimbursed direct costs incurred by the EPA in managing the site dating back at least a decade. We have reviewed and evaluated this documentation with respect to our current legal obligations and likely future allocation. As a result of this review, we have recorded an additional accrual for ~~Zone 3 work, as well as~~$4 million in the ~~EPA’s stated objective to order~~second quarter of 2019.

In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other ~~PRPs~~defendants. Further discussion related to ~~complete the remainder of the Zone 2 work, Chemours increased its accrual for USS Lead by $8 million~~these matters is included in ~~the third quarter of 2017.~~

~~See discussion under PFOA in Note 13~~“Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~included in this Quarterly Report on Form 10‑Q.~~.

See our discussion under ~~Fayetteville, North Carolina~~the heading “PFOA” in ~~Note 13~~“Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~included~~.

On June 26, 2019 the Member States Committee of the European Chemicals Agency (“ECHA”) voted to list HFPO Dimer Acid as a Substance of Very High Concern. The vote was based on Article 57(f) – equivalent level of concern having probable serious effects to the environment. This identification does not impose immediate regulatory restriction or obligations, but may lead to a future authorization or restriction of the substance.

In May 2019, we filed a lawsuit in ~~this Quarterly Report on Form 10‑Q.~~Delaware Chancery Court (“Chancery Court”) against DowDuPont, Inc., Corteva, Inc., and DuPont concerning DuPont’s contention that it is entitled to unlimited indemnity from us for specified liabilities that DuPont assigned to us in the spin-off. The lawsuit requests that the Chancery Court enter a declaratory judgment limiting DuPont’s indemnification rights against us and the transfer of liabilities to us to the actual “high-end maximum realistic exposures” it stated in connection with the spin-off, or, in the alternative, requiring the return of the approximate $4 billion dividend DuPont extracted from us in connection with the spin-off. In response, DuPont has filed a Motion to Dismiss the lawsuit seeking to have the dispute heard in a non-public arbitration rather than the Chancery Court. Many of the potential litigation liabilities discussed in “Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements are at issue in the lawsuit.

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, ~~and~~Adjusted Earnings per Share (“EPS”), Free Cash ~~Flow,~~Flows (“FCF”), and Return on Invested Capital (“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 Earnings before Interest and Taxes (“EBIT”), divided by the average of our invested capital, which amounts to our 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.~~2018.

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 and six months ended June 30, 2019 and 2018.

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 June 30,						Six Months Ended June 30,
(Dollars in millions, except per share amounts)	2019			2018			2019			2018
Net income attributable to Chemours	$	96		$	281		$	189		$	578
Non-operating pension and other post-retirement employee benefit income		(3	)		(7	)		(6	)		(14	)
Exchange losses (gains), net		9			(2	)		3			(2	)
Restructuring, asset-related, and other charges (1)		7			10			15			20
Loss on extinguishment of debt		—			38			—			38
Gain on sales of assets and businesses (2)		(2	)		(3	)		(2	)		(45	)
Transaction costs		1			9			1			9
Legal charges (3)		8			10			38			14
Adjustments made to income taxes (4)		7			(8	)		1			(13	)
Benefit from income taxes relating to reconciling items (5)		(3	)		(14	)		(11	)		(5	)
Adjusted Net Income		120			314			228			580
Net income attributable to non-controlling interests		—			1			—			1
Interest expense, net		52			48			103			100
Depreciation and amortization		78			71			154			141
All remaining provision for income taxes		33			63			60			143
Adjusted EBITDA	$	283		$	497		$	545		$	965

Weighted-average number of common shares outstanding - basic		164,118,816			177,798,484			165,982,289			179,922,433
Dilutive effect of our employee compensation plans		2,822,810			6,022,757			3,508,621			6,142,986
Weighted-average number of common shares outstanding - diluted		166,941,626			183,821,241			169,490,910			186,065,419

Per share data
Basic earnings per share of common stock	$	0.58		$	1.58		$	1.14		$	3.21
Diluted earnings per share of common stock		0.57			1.53			1.12			3.11
Adjusted basic earnings per share of common stock		0.73			1.77			1.38			3.22
Adjusted diluted earnings per share of common stock		0.72			1.71			1.35			3.12

The following table sets forth a reconciliation of FCF to our cash flows provided by operating activities for the six months ended June 30, 2019 and 2018.

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 at June 30, 2019 and 2018.

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.

By using derivative financial instruments, we are subject to credit and market risk. The fair values of the derivative financial instruments are determined by using valuation models whose inputs are derived using market observable inputs, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit ratings.

We enter into foreign currency forward contracts to minimize the volatility in our earnings related to ~~the~~ foreign exchange gains and losses resulting from remeasuring our monetary assets and liabilities that ~~Chemours holds which~~ are denominated in non-functional ~~currencies.~~currencies, and any gains and losses from the foreign currency forward contracts are intended to be offset by any gains or losses from the remeasurement of the underlying monetary assets and liabilities. These derivatives are stand-alone and, except as described below, have not been designated as a hedge. ~~As of September~~At June 30, ~~2017,~~2019, we had ~~open~~14 foreign ~~exchange~~currency forward contracts outstanding, with an aggregate gross notional U.S. ~~Dollar~~dollar equivalent of ~~$619~~$425 million, the fair value of which amounted to ~~approximately~~a $1 million net loss. At December 31, 2018, we had 20 foreign currency forward contracts outstanding, with an aggregate gross notional U.S. dollar equivalent of $503 million, the fair value of which amounted to less than $1 million. We recognized a net gain of $1 million and a net loss of $1 million for the three and six months ended June 30, 2019, respectively, and net losses of $8 million and $5 million for the three and six months ended June 30, 2018, respectively, within other income, net related to our non-designated foreign currency forward contracts.

We enter certain qualifying foreign currency forward contracts under a cash flow hedge program to mitigate the risks associated with fluctuations in the euro against the U.S. dollar for forecasted U.S. dollar-denominated inventory purchases in certain of our international subsidiaries that use the euro as their functional currency. At June 30, 2019, we had 123 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $137 million, the fair value of which amounted to $1 million of net unrealized ~~loss.~~

Ingain. At December 31, 2018, we had 75 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of $143 million, the fair value of which amounted to $3 million of net unrealized gain. We recognized a ~~hypothetical adverse change in~~pre-tax gain of $2 million for the ~~market prices or rates that existed at September~~six months ended June 30, ~~2017, a 10% appreciation~~2019, and pre-tax gains of $7 million for the ~~U.S. Dollar against~~three and six months ended June 30, 2018, on our ~~outstanding hedged contracts on foreign currencies, such as~~cash flow hedge within accumulated other comprehensive loss. For the ~~Euro~~three and ~~Chinese Yuan, at~~six months ended June 30, 2019, $3 million and $6 million of gain was reclassified to the ~~currency exchange~~

~~The Chemours Company~~cost of goods sold from accumulated other comprehensive loss, respectively. No amounts were reclassified to cost of goods sold from accumulated other comprehensive loss during the three and six months ended June 30, 2018.

~~rates~~We designated our euro-denominated debt 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 changes in foreign currency exchange rates of the ~~hedge in~~euro with respect to the ~~net investment~~U.S. dollar. We recognized a pre-tax loss of ~~certain European operations are recorded in accumulated other comprehensive income (loss). For~~$7 million and a pre-tax gain of $3 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, Chemours did not record any ineffectiveness~~2019, respectively, and ~~recognized~~ pre-tax ~~losses~~gains of ~~$26~~$48 million and ~~$76~~$13 million for the three and six months ended June 30, 2018, respectively, on ~~its~~our net investment ~~hedges~~hedge within accumulated other comprehensive ~~income (loss).~~loss.

Our risk management programs and the underlying ~~exposure~~exposures 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.~~exposures. See ~~Note 14~~“Note 22 – 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 our Annual Report on Form 10-K for the year ended December 31, 2016 for additional information on the Company’s 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 Annual Report on Form 10-K for the year ended December 31, 2016.The Chemours Company

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)~~(“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.~~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)~~(“CEO”) and Chief Financial Officer ~~(CFO)~~(“CFO”), to allow timely decisions regarding required disclosures.

As of ~~September~~June 30, ~~2017, the Company’s~~2019, 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~~June 30, ~~2017~~2019 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~~intellectual property, personal injury, commercial, contractual, employment, governmental, environmental, anti-trust, and ~~claims for property damage or personal injury.~~other such matters that arise in the ordinary course of business. Information regarding certain of these matters is set forth below and in ~~Note 13~~“Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements ~~in Part I, Item 1, which is incorporated by reference herein.~~.

For purposes of this report, the term ~~PFOA~~“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~~“Note 19 – Commitments and Contingent Liabilities” to 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~~“Note 19 – Commitments and Contingent Liabilities” to 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:

~~Cape Fear Public Utility Authority vs. The Chemours Company FC, LLC (7:17-cv-00195-D);~~

The ~~EPA~~U.S. Environmental Protection Agency (“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.

We have complied with 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 ~~National Institute for Public Health and the Environment (RIVM)~~Water Authority (“RWS”) in the Netherlands for information and documents regarding the Dordrecht ~~site's~~site’s operations. ~~The Company has~~We have complied with the requests, and ~~no further documents~~the agencies have ~~been requested~~published several reports between 2016 and 2018, all of them publicly-available. The National Institute for Public Health and the ~~Company since~~Environment (“RIVM”) has also published several reports with respect to PFOA and the ~~publication~~polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”). In December 2018, DCMR imposed a €1 million fine after undertaking waste water tests, which detected low levels of PFOA. DCMR continued taking samples and has imposed three additional fines between January and May 2019, each of which was €0.25 million. We have appealed all the ~~reports~~fines and we believe that we have valid defenses to prevail. We continue to cooperate with all authorities in ~~May 2017 (RIVM) and July 2017 (ISZW).~~ responding to information requests.

The ~~agencies will decide whether additional investigation is warranted.~~Chemours Company

In February 2019, we received a Notice of Violation (“NOV”) from the EPA alleging certain Toxic Substances Control Act violations at our Fayetteville, North Carolina site. Matters raised in the NOV could have the potential to affect operations at the Fayetteville site. We ~~understand~~responded to the EPA in March 2019 asserting that ~~some of the requests from OZHZ are part of a preliminary investigation initiated by a public prosecutor, although~~ we have not ~~received notice~~violated environmental laws. At this time, management does not believe that ~~it intends~~a loss is probable related to ~~pursue such action.~~the matters in this NOV. Further discussion related to this matter is included in “Note 19 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

~~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.~~2018.

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.

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

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($.01 par value)		CC		New York Stock Exchange

		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	3443
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4864
Item 4.	Controls and Procedures	4965

Part II	Other Information
Item 1.	Legal Proceedings	4966
Item 1A.	Risk Factors	5067
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5367
Item 3.	Defaults Upon Senior Securities	5368
Item 4.	Mine Safety Disclosures	5368
Item 5.	Other Information	5368
Item 6.	Exhibits	5368
~~Exhibit Index~~Signature		54
~~Signature~~		5569


	June 30, 2019
Weighted-average remaining lease term (years):
Operating leases		8.5
Finance leases		9.6

Weighted-average discount rate:
Operating leases		5.10	%
Finance leases		5.90	%

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

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

	June 30, 2019		December 31, 2018
Accounts receivable - trade, net (1)	$	808	$	790
Customer rebates		51		79

	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

	2015 Global Restructuring Program			2017 Restructuring Program			2018 Restructuring Program			Total
Balance at December 31, 2018	$	1		$	10		$	5		$	16
Credits to income		(1	)		—			—			(1	)
Payments		—			(9	)		(4	)		(13	)
Balance at June 30, 2019	$	—		$	1		$	1		$	2


	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

	June 30, 2019			December 31, 2018
Equipment	$	7,523		$	7,344
Buildings		926			914
Construction-in-progress		661			579
Land		113			119
Mineral rights		36			36
Property, plant, and equipment		9,259			8,992
Less: Accumulated depreciation		(5,768	)		(5,701	)
Total property, plant, and equipment, net	$	3,491		$	3,291

	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

	Balance Sheet Location	June 30, 2019
Lease assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	322
Finance lease assets, net	Property, plant, and equipment, net (Note 11)		64
Total lease assets		$	386

Lease liabilities:
Current:
Operating lease liabilities	Other accrued liabilities (Note 16)	$	74
Finance lease liabilities	Current maturities of long-term debt (Note 17)		5
Total current lease liabilities			79
Non-current:
Operating lease liabilities	Operating lease liabilities		265
Finance lease liabilities	Long-term debt, net (Note 17)		59
Total non-current lease liabilities			324
Total lease liabilities		$	403

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Operating lease cost	$	24	$	49
Short-term lease cost		1		2
Variable lease cost		4		8
Total lease cost	$	29	$	59

	Six Months Ended
	June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	49

Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities	$	40
Leased assets obtained in exchange for new finance lease liabilities		62

	As of June 30, 2019
	Operating Leases		Finance Leases		Total
Remainder of 2019	$	49	$	4	$	53
2020		77		10		87
2021		67		8		75
2022		48		8		56
2023		32		8		40
Thereafter		147		45		192
Total lease payments		420		83		503
Less: Imputed interest		81		19		100
Present value of lease liabilities	$	339	$	64	$	403


	As of December 31, 2018
	Operating Leases		Finance Leases		Total
2019	$	92	$	—	$	92
2020		70		2		72
2021		59		—		59
2022		42		—		42
2023		27		—		27
Thereafter		134		—		134
Total lease payments	$	424	$	2	$	426

	June 30, 2019		December 31, 2018
Trade payables	$	929	$	1,111
VAT and other payables		27		26
Total accounts payable	$	956	$	1,137

	Year Ended December 31,
Remainder of 2019	$	6
2020		13
2021		13
2022		13
2023		1,071
Thereafter		2,984
Total principal maturities on senior debt	$	4,100

	June 30, 2019					December 31, 2018
	Carrying Value			Fair Value		Carrying Value			Fair Value
Senior secured term loans:
Tranche B-2 U.S. dollar term loan due May 2025	$	889		$	864	$	893		$	862
Tranche B-2 euro term loan due May 2025 (€346 at June 30, 2019 and €347 December 31, 2018)		392			394		396			394
Revolving loan		150			150		—			—
Senior unsecured notes:
6.625% due May 2023		908			942		908			918
7.000% due May 2025		750			784		750			761
4.000% due May 2026 (€450 at June 30, 2019 and December 31, 2018)		511			514		513			487
5.375% due May 2027		500			480		500			454
Total senior debt		4,100		$	4,128		3,960		$	3,876
Less: Unamortized issue discounts		(9	)				(10	)
Less: Unamortized debt issuance costs		(32	)				(35	)
Total senior debt, net	$	4,059				$	3,915

	June 30, 2019		December 31, 2018
Environmental remediation (1)	$	166	$	152
Employee-related costs (2)		114		130
Accrued litigation (1)		88		53
Asset retirement obligations		51		51
Deferred revenue		5		7
Miscellaneous (3)		63		64
Total other liabilities	$	487	$	457

	June 30, 2019		December 31, 2018
Asbestos	$	37	$	37
Perfluorooctanoic acids and its salts, including the ammonium salt	22		22
GenX and other perfluorinated and polyfluorinated compounds (1)	56		65
All other matters (2)	5		5
Total accrued litigation	$	120	$	129

	Six Months Ended June 30, 2019
Risk-free interest rate		2.53	%
Expected term (years)		6.05
Volatility		48.05	%
Dividend yield		2.81	%
Fair value per stock option	$	13.66

	Gain (Loss) Recognized In
						Other Comprehensive
Three months ended June 30,	Cost of Goods Sold		Other Income, Net			Income (Loss)
2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	1		$	—
Foreign currency forward contracts designated as a cash flow hedge		3		—			—
Euro-denominated debt designated as a net investment hedge		—		—			(7	)

2018
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(8	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		—		—			7
Euro-denominated debt designated as a net investment hedge		—		—			48

	Gain (Loss) Recognized In
						Other Comprehensive
Six months ended June 30,	Cost of Goods Sold		Other Income, Net			Income (Loss)
2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(1	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		6		—			2
Euro-denominated debt designated as a net investment hedge		—		—			3

2018
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(5	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		—		—			7
Euro-denominated debt designated as a net investment hedge		—		—			13

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

	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

	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 net sales from prior period	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Price		(1	)%		—	%
Volume		(20	)%		(20	)%
Currency		(1	)%		(1	)%
Total change in net sales		(22	)%		(21	)%

	Period Ended June 30,
(Dollars in millions)	2019			2018
Adjusted EBITDA (1)	$	1,321		$	1,740
Less: Depreciation and amortization (1)		(296	)		(273	)
Adjusted EBIT		1,025			1,467

Total debt		4,208			3,973
Total equity		829			1,025
Less: Cash and cash equivalents		(630	)		(1,217	)
Invested capital, net	$	4,407		$	3,781

Average invested capital (2)	$	3,989		$	3,481

Return on Invested Capital		25.7	%		42.1	%